UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 2001
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 1-9293
--------------------------------------------------------------
PRE-PAID LEGAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1016728
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 East Main Street
Ada, Oklahoma 74821-0145
(Address of principal executive offices) (Zip Code)
(580) 436-1234
(Registrants' telephone number, including area code)
--------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
--------- -------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of August 10, 2001:
Common Stock $.01 par value 21,350,908
CONTENTS
Part I. Financial Statements
Item 1. Financial Statements of Registrant:
Consolidated Balance Sheets
as of June 30, 2001 (Unaudited, Restated) and December 31, 2000
Consolidated Statements of Income
(Unaudited, Restated) for the three months and six months ended June 30, 2001
and 2000
Consolidated Statements of Comprehensive Income
(Unaudited, Restated) for the three months and six months ended June 30, 2001
and 2000
Consolidated Statements of Cash Flows
(Unaudited, Restated) for the six months ended June 30, 2001 and 2000
Notes to Consolidated Financial Statements (Unaudited, Restated)
Report Of Independent Certified Public Accountants
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II. Other Information
Item 1. Legal Proceedings
Item 4. Submission Of Matters To A Vote Of Security Holders
Item 6. Exhibits and Reports on Form 8-K
ITEM 1. FINANCIAL STATEMENTS OF REGISTRANT
----------------------------------
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in 000's, except par values)
ASSETS
June 30, December 31,
2001 2000
------------ ------------
(Unaudited,
Restated)
Current assets:
Cash and cash equivalents........................................................ $ 9,845 $ 10,866
Available-for-sale investments, at fair value.................................... 1,097 1,953
Membership income receivable..................................................... 4,963 4,563
Inventories...................................................................... 984 1,542
Net assets of discontinued operations............................................ 4,247 4,504
Deferred member and associate service costs...................................... 12,558 11,606
Deferred income taxes............................................................ 2,274 4,361
------------ ------------
Total current assets......................................................... 35,968 39,395
Available-for-sale investments, at fair value...................................... 10,281 14,412
Investments pledged................................................................ 4,339 4,306
Property and equipment, net........................................................ 13,356 10,501
Deferred member and associate service costs........................................ 3,621 2,513
Other assets....................................................................... 6,746 6,639
------------ ------------
Total assets............................................................... $ 74,311 $ 77,766
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Membership benefits.............................................................. $ 7,585 $ 6,831
Deferred revenue and fees........................................................ 19,052 18,130
Current portion of capital lease obligation...................................... 82 223
Accounts payable and accrued expenses............................................ 3,558 6,865
------------ ------------
Total current liabilities...................................................... 30,277 32,049
Deferred revenue and fees........................................................ 5,164 3,083
Deferred income taxes ........................................................... 22 867
------------ ------------
Total liabilities............................................................ 35,463 35,999
------------ ------------
Stockholders' equity:
Common stock, $.01 par value; 100,000 shares authorized; 24,747 and 24,740
issued at June 30, 2001 and December 31, 2000, respectively.................... 247 247
Capital in excess of par value................................................... 65,117 64,958
Retained earnings................................................................ 39,527 27,130
Accumulated other comprehensive income (loss).................................... 237 (108)
Treasury stock, at cost; 3,397 and 2,480 shares held at
June 30, 2001 and December 31, 2000, respectively.............................. (66,280) (50,460)
------------ ------------
Total stockholders' equity................................................... 38,848 41,767
------------ ------------
Total liabilities and stockholders' equity................................. $ 74,311 $ 77,766
------------ ------------
The accompanying notes are an integral part of these financial statements.
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in 000's, except per share amounts)
(Unaudited, Restated)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
Membership fees................................................ $ 67,108 $ 51,491 $ 126,395 $ 99,572
Associate services............................................. 8,984 7,138 19,121 13,371
Product sales.................................................. 13 142 33 811
Other.......................................................... 703 784 1,584 1,666
----------- ----------- ----------- -----------
76,808 59,555 147,133 115,420
----------- ----------- ----------- -----------
Costs and expenses:
Membership benefits............................................ 21,782 16,585 41,823 31,667
Commissions.................................................... 31,457 27,054 55,083 48,531
Associate services and direct marketing........................ 7,786 5,604 15,972 9,883
General and administrative..................................... 7,553 5,446 13,875 10,580
Product costs.................................................. 31 45 32 590
Other, net..................................................... 1,059 315 2,040 931
----------- ----------- ----------- -----------
69,668 55,049 128,825 102,182
----------- ----------- ----------- -----------
Income from continuing operations before income taxes and
cumulative effect of change in accounting principle............ 7,140 4,506 18,308 13,238
Provision for income taxes....................................... 2,317 1,316 5,967 4,367
----------- ----------- ----------- -----------
Income from continuing operations before cumulative effect
of change in accounting principle.............................. 4,823 3,190 12,341 8,871
Income (loss) from operations of discontinued UFL segment,
net of applicable income taxes - Note 5........................ (102) 229 56 372
----------- ----------- ----------- -----------
Income before cumulative effect of change in accounting principle 4,721 3,419 12,397 9,243
Cumulative effect of adoption of SAB 101
(net of applicable income tax benefit of $546)................. - - - (1,013)
----------- ----------- ----------- -----------
Net income....................................................... 4,721 3,419 12,397 8,230
Less dividends on preferred shares............................... - 2 - 4
----------- ----------- ----------- -----------
Net income applicable to common stockholders..................... $ 4,721 $ 3,417 $ 12,397 $ 8,226
----------- ----------- ----------- -----------
Basic earnings per common share from continuing operations
before cumulative effect of accounting change.................. $ .22 $ .14 $ .56 $ .39
Basic earnings per common share from discontinued operations..... - .01 .01 .02
----------- ----------- ----------- -----------
Basic earnings per common share before cumulative effect of
accounting change.............................................. .22 .15 .57 .41
Cumulative effect of adoption of SAB 101......................... - - - (.05)
----------- ----------- ----------- -----------
Basic earnings per common share.................................. $ .22 $ .15 $ .57 $ .36
----------- ----------- ----------- -----------
Diluted earnings per common share from continuing operations
before cumulative effect of accounting change.................. $ .22 $ .14 $ .56 $ .39
Diluted earnings per common share from discontinued operations... - .01 .01 .02
----------- ----------- ----------- -----------
Diluted earnings per common share before cumulative effect of
accounting change.............................................. .22 .15 .57 .41
Cumulative effect of adoption of SAB 101......................... - - - (.05)
----------- ----------- ----------- -----------
Diluted earnings per common share................................ $ .22 $ .15 $ .57 $ .36
----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financials.
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in 000's)
(Unaudited, Restated)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Net income........................................................ $ 4,721 $ 3,419 $ 12,397 $ 8,230
----------- ----------- ----------- -----------
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment......................... 117 18 25 14
----------- ----------- ----------- -----------
Unrealized gains on investments:
Unrealized holding gains arising during period................ (84) 649 332 673
Less: reclassification adjustment for gains
included in net income...................................... - - (12) -
----------- ----------- ----------- -----------
(84) 649 320 673
----------- ----------- ----------- -----------
Other comprehensive income, net of income taxes of $15 and $359
for three months and $183 and $370 for the six months ended
June 30, 2001 and 2000, respectively 33 667 345 687
----------- ----------- ----------- -----------
Comprehensive income............................................. $ 4,754 $ 4,086 $ 12,742 $ 8,917
----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financials.
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in 000's)
(Unaudited, Restated)
Six Months Ended
June 30,
-------------------------
2001 2000
----------- -----------
Cash flows from operating activities:
Net income....................................................................... $ 12,397 $ 8,230
Adjustments to reconcile net income to net cash provided
by operating activities:
Cumulative effect of change in accounting principle............................ - 1,013
Income from discontinued operations............................................ (56) (372)
Provision for deferred income taxes............................................ 901 (293)
Depreciation and amortization.................................................. 1,906 1,004
Compensation expense relating to contribution of stock to ESOP................. 162 130
Increase in Membership income receivable....................................... (400) (929)
Decrease (increase) in inventories............................................. 558 (213)
Increase in deferred member and associate service costs........................ (2,060) (5,512)
(Increase) decrease in other assets............................................ (110) 198
Increase in accrued Membership benefits........................................ 754 734
Increase in deferred revenue and fees.......................................... 3,003 7,768
Decrease in accounts payable and accrued expenses.............................. (3,299) (4,384)
----------- -----------
Net cash provided by operating activities of continuing operations........... 13,756 7,374
----------- -----------
Cash flows from investing activities:
Additions to property and equipment............................................ (4,758) (2,534)
Purchases of investments - available for sale.................................. (2,843) (3,406)
Maturities and sales of investments - available for sale....................... 8,771 843
----------- -----------
Net cash provided by (used in) investing activities of continuing operations... 1,170 (5,097)
----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock............................................. 14 543
Decrease in capital lease obligations.......................................... (141) (163)
Purchases of treasury stock.................................................... (15,820) (3,239)
Redemption of preferred stock.................................................. - (167)
Dividends paid on preferred stock.............................................. - (4)
----------- -----------
Net cash used in financing activities of continuing operations........... (15,947) (3,030)
----------- -----------
Net decrease in cash and cash equivalents........................................ (1,021) (753)
Cash and cash equivalents at beginning of period................................. 10,866 9,344
----------- -----------
Cash and cash equivalents at end of period....................................... $ 9,845 $ 8,591
----------- -----------
Supplemental disclosure of cash flow information:
Net cash used in discontinued operations....................................... $ (647) $ (730)
----------- -----------
Cash paid for interest......................................................... $ 1 $ 3
----------- -----------
Income taxes paid.............................................................. $ 8,400 $ 5,057
----------- -----------
The accompanying notes are an integral part of these financial statements.
PRE-PAID LEGAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Except for per share amounts, dollar amounts in tables are in
thousands unless otherwise indicated)
(Unaudited, Restated)
Note 1 - Basis Of Presentation
The accompanying consolidated financial statements and notes thereto have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") have been omitted. The
accompanying consolidated financial statements and notes thereto should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's 2000 Annual Report on Form 10-K, as amended and
restated.
The consolidated financial statements include the financial statements of
the Company and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited financial
statements as of June 30, 2001, and for the three months and six months ended
June 30, 2001 and 2000, reflect adjustments (which were normal and recurring)
which, in the opinion of management, are necessary for a fair statement of the
financial position and results of operations of the interim periods presented.
Results for the three months and six months ended June 30, 2001 are not
necessarily indicative of results expected for the full year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
As previously reported, in January 2001 and May 2001, the staff of the
Division of Corporation Finance of the Securities and Exchange Commission
("SEC") reviewed the Company's 1999 and 2000 Forms 10-K, respectively. On May
11, 2001, the Company received a letter from the staff of the Division of
Corporation Finance advising that, after reviewing the Company's Forms 10-K, it
was the position of the Division that the Company's accounting for commission
advance receivables was not in accordance with generally accepted accounting
principles (GAAP). The Company subsequently appealed this decision to the Chief
Accountant of the SEC. On July 25, 2001, the Company announced that the Chief
Accountant concurred with the prior staff opinion of the Division of Corporation
Finance. The Company subsequently announced that it would not pursue any further
appeals and that it would amend its previously filed SEC reports to restate the
Company's financial statements to reflect the SEC's position that the Company's
advance commission payments should be expensed ratably over the first month of
the related membership. The Company's first filing subsequent to this
announcement was the Form 10-Q for the period ended June 30, 2001 and contained
the Company's restated financial statements to reflect the Company's initial
understanding of the SEC's position. As a result of the SEC's position, the
Company and its prior independent auditor, Deloitte & Touche, mutually agreed
that a change in auditor would be made and the Company on September 17, 2001
engaged Grant Thornton LLP to audit its restated consolidated financial
statements for the years ended December 31, 2000, 1999 and 1998. After further
consultations with the staff of the SEC, this new audit was completed and the
amended and restated Form 10-K for the period ending December 31, 2000 has been
filed. This amended Form 10-Q contains financial statements that have been
restated on a basis consistent with the audited financial statements in the
amended and restated Form 10-K and contain adjustments from those previously
filed to conform to such presentation (the "restatement"). These financial
statements have also been restated due to the effect of the Company's sale on
December 31, 2001 of Universal Fidelity Life Insurance Co. (UFL), which is
reported as and referred to as "discontinued operations" as discussed in Note 5
to the Consolidated Financial Statements. Additionally, the Company implemented
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," ("SAB 101") effective January 1, 2000 and has deferred the
non-refundable $10 Membership fees and $47 of the associate enrollment fees and
the related direct incremental costs associated with services provided members
and associates in return for such fees. At the time of the original filing we
estimated the direct incremental costs related to the non-refundable Membership
fee and associate enrollment fee to be in excess of $10 and $47, respectively.
Based upon further review, estimated direct incremental costs of $7 for the
Membership fee and $40 for the associate enrollment fee have been deferred. The
implementation of SAB 101 resulted in a cumulative effect type charge of $1.0
million ("Cumulative effect"), net of tax, in the consolidated income statement
for the six months ended June 30, 2000. Primarily due to discontinued operations
and including the effects of the restatement adjustments and SAB 101, total
assets were reduced from $93 million, as previously reported at June 30, 2001,
to $74 million, total liabilities were reduced from $51 million to $35 million
and therefore stockholders' equity was reduced from $42 million to $39 million.
A summary of the effects of these items on previously reported results of
operations follows:
As
Previously Effect of Discontinued
reported Restatement Operations Restated
----------- ----------- ----------- -----------
Three Months Ended June 30, 2001
--------------------------------
Revenues.................................................... $ 76,995 $ 80 $ (267) $ 76,808
Costs and expenses.......................................... 69,822 215 (369) 69,668
----------- ----------- ----------- -----------
Income from continuing operations before income taxes....... 7,173 (135) 102 7,140
Provision for income taxes.................................. 2,422 (105) - 2,317
----------- ----------- ----------- -----------
Income from continuing operations........................... 4,751 (30) 102 4,823
Income (loss) from discontinued operations.................. - - (102) (102)
----------- ----------- ----------- -----------
Net income applicable to common shareholders................ $ 4,751 $ (30) $ - $ 4,721
----------- ----------- ----------- -----------
Basic EPS................................................... $ .22 $ - $ - $ .22
----------- ----------- ----------- -----------
Diluted EPS................................................. $ .22 $ - $ - $ .22
----------- ----------- ----------- -----------
Six Months Ended June 30, 2001
------------------------------
Revenues.................................................... $ 147,813 $ (128) $ (552) $ 147,133
Costs and expenses.......................................... 130,231 (910) (496) 128,825
----------- ----------- ----------- -----------
Income from continuing operations before income taxes....... 17,582 782 (56) 18,308
Provision for income taxes.................................. 5,912 55 - 5,967
----------- ----------- ----------- -----------
Income from continuing operations........................... 11,670 727 (56) 12,341
Income from discontinued operations......................... - - 56 56
----------- ----------- ----------- -----------
Net income applicable to common shareholders................ $ 11,670 $ 727 $ - $ 12,397
----------- ----------- ----------- -----------
Basic EPS................................................... $ .54 $ .03 $ - $ .57
----------- ----------- ----------- -----------
Diluted EPS................................................. $ .54 $ .03 $ - $ .57
----------- ----------- ----------- -----------
As Effect of
Previously Effect of Adoption of Discontinued
reported Restatement SAB 101 Operations Restated
----------- ----------- ----------- ----------- -----------
Three Months Ended June 30, 2000
--------------------------------
Revenues........................................ $ 60,200 $ (133) $ - $ (512) $ 59,555
Costs and expenses.............................. 55,868 (494) 138 (463) 55,049
----------- ----------- ----------- ----------- -----------
Income from continuing operations before income
taxes and cumulative change in accounting
principle..................................... 4,332 361 (138) (49) 4,506
Provision (benefit) for income taxes............ 1,255 (71) (48) 180 1,316
----------- ----------- ----------- ----------- -----------
Income from continuing operations before
cumulative effect of change in accounting
principle..................................... 3,077 432 (90) (229) 3,190
Income from discontinued operations............. - - - 229 229
----------- ----------- ----------- ----------- -----------
Net income...................................... 3,077 432 (90) - 3,419
Dividends on preferred shares................... 2 - - - 2
----------- ----------- ----------- ----------- -----------
Net income applicable to common shareholders.... $ 3,075 $ 432 $ (90) $ - $ 3,417
----------- ----------- ----------- ----------- -----------
Basic EPS....................................... $ .14 $ .01 $ - $ - $ .15
----------- ----------- ----------- ----------- -----------
Diluted EPS..................................... $ .14 $ .01 $ - $ - $ .15
----------- ----------- ----------- ----------- -----------
Six Months Ended June 30, 2000
------------------------------
Revenues........................................ $ 116,133 $ 972 $ - $ (1,685) $ 115,420
Costs and expenses.............................. 104,514 (1,186) 270 (1,416) 102,182
----------- ----------- ----------- ----------- -----------
Income from continuing operations before income
taxes and cumulative change in accounting
principle..................................... 11,619 2,158 (270) (269) 13,238
Provision (benefit) for income taxes............ 3,805 553 (94) 103 4,367
----------- ----------- ----------- ----------- -----------
Income from continuing operations before
cumulative
effect of change in accounting principle...... 7,814 1,605 (176) (372) 8,871
Income from discontinued operations............. - - - 372 372
----------- ----------- ----------- ----------- -----------
Cumulative effect of change in accounting
principle..................................... - - (1,013) - (1,013)
----------- ----------- ----------- ----------- -----------
Net income...................................... 7,814 1,605 (1,189) - 8,230
Dividends on preferred shares................... 4 - - - 4
----------- ----------- ----------- ----------- -----------
Net income applicable to common shareholders.... $ 7,810 $ 1,605 $ (1,189) $ - $ 8,226
----------- ----------- ----------- ----------- -----------
Basic EPS....................................... $ .35 $ .07 $ (.05) $ - $ .36
----------- ----------- ----------- ----------- -----------
Diluted EPS..................................... $ .34 $ .07 $ (.05) $ - $ .36
----------- ----------- ----------- ----------- -----------
Note 2 - Contingencies
Subsequent to December 31, 2000, the Company and various of its executive
officers were named in multiple putative securities class action complaints
filed in both the United States District Courts for the Eastern and Western
Districts of Oklahoma seeking unspecified damages on the basis of allegations
that the Company issued false and misleading financial information, primarily
related to the method the Company used to account for commission advance
receivables from sales associates. These complaints have been transferred to
Western District of Oklahoma where motions to consolidate them into a single
proceeding are pending. An amended and consolidated complaint was filed on June
14, 2001, and the Company filed a motion to dismiss the complaint on July 24,
2001. The plaintiffs filed a response to the motion to dismiss on September 4,
2001 and the Company's reply brief was filed on September 24, 2001. Under the
Private Securities Litigation Reform Act of 1995, discovery is stayed during the
pendency of a motion to dismiss. Costs of defense of these cases through the
motion to dismiss stage are not expected to be material. While the outcome of
these cases is uncertain, the Company believes these actions are without merit
and will vigorously defend these actions. However, an unfavorable decision in
this litigation could have a material adverse effect on the Company's financial
position, results of operations and cash flows.
Also, in January 2001, the Company received inquiries from the Division of
Enforcement of the SEC requesting information relating primarily to the
Company's accounting policies for commission advance receivables from sales
associates. The Company has had no further contact from the Division of
Enforcement. The Division of Enforcement's inquiries were informal and did not
constitute a formal investigation or proceeding. The Company is unable to
determine the ultimate outcome of this inquiry, including whether the Division
of Enforcement will continue the inquiry subsequent to the Company's decision to
restate its financial statements.
On June 7, 2001 and August 3, 2001, shareholder derivative actions were
filed by alleged company shareholders, Bruce A. Hansen and Donna L. Hansen, and
Roger Strykowski, respectively, against all of the directors of the Company
seeking unspecified actual and punitive damages on behalf of the Company based
on allegations of breach of fiduciary duty, corporate waste and mismanagement by
the defendant directors. The derivative actions are in the preliminary pleading
stage. The complaints allege that the defendant directors caused the Company to
violate generally accepted accounting principles and federal securities laws by
improperly capitalizing commission expenses, caused the Company to allegedly pay
increased salaries and bonuses based upon financial performance which was
allegedly improperly inflated and caused the Company to expend significant
dollars in connection with the defense of its accounting policy, including cost
incurred in connection with the defense of the securities class actions
described above, and in connection with purchase of its own shares on the open
market at allegedly artificially inflated prices. The Company believes that
these derivative actions are related to the securities class actions described
above and may be intended to circumvent the restrictions on the securities class
actions imposed by the Private Securities Litigation Reform Act of 1995. While
the outcome of these cases is uncertain, based on the information currently
available to the Company, it appears that the complaints should be dismissed
because the plaintiffs failed to make or excuse the requisite demand that the
Company pursue the claims of alleged misconduct.
In the second quarter of 2001 and through January 4, 2002, multiple
lawsuits were filed against the Company, certain sales associates and other
unnamed defendants in Alabama state courts by current or former members seeking
unspecified actual and punitive damages for alleged breach of contract and fraud
in connection with the sale of memberships. As of January 30, 2002, the Company
was aware of 20 separate lawsuits involving approximately 110 plaintiffs that
have been filed in multiple counties in Alabama and it is possible that
additional cases will be filed. These cases make allegations similar to
allegations made in cases previously filed against the Company in Alabama state
courts by multiple plaintiffs which was previously settled for a payment of $1.5
million to settle claims by 97 separate claimants. In January 2002, one of the
law firms representing individual plaintiffs filed a putative class action on
behalf of all Alabama residents purchasing memberships seeking damages and
injunctive relief based on alleged failures to provide coverage under the
memberships. Based on the Company's preliminary investigation of the new cases,
the facts involved are in many respects significantly different from the facts
involved in the case the company previously settled. These cases are all in the
preliminary stages and the ultimate outcome is not determinable.
On June 29, 2001, an action was filed in the District Court of Canadian
County, Oklahoma by Gina Cotwitz against the Company. This action is a putative
class action on behalf of all sales associates of the Company and alleges
violations of the Oklahoma Consumer Protection Act, the Oklahoma Uniform
Consumer Credit Code and breach of contract in connection with certain of the
Company's practices relating to advancing commissions to sales associates. The
Company has filed an answer denying the plaintiff's claims and raising
affirmative defenses and intends to vigorously defend this case. The case is in
the preliminary stages and the ultimate outcome is not determinable.
The Company is a defendant in various other legal proceedings that are
routine and incidental to its business. The Company will vigorously defend its
interests in these proceedings. While the ultimate outcome of these proceedings
is not determinable, the Company does not currently anticipate that these
contingencies will result in any material adverse effect to its financial
condition or results of operation.
Note 3 - Treasury Stock Purchases
The Company announced on April 6, 1999, a treasury stock purchase program
authorizing management to acquire up to 500,000 shares of the Company's common
stock. The Board of Directors has increased such authorization from 500,000
shares to 3 million shares during subsequent board meetings. At June 30, 2001,
the Company had purchased 2.6 million shares under these authorizations for a
total consideration of $62.6 million, an average price of $24.07 per share.
Treasury stock purchases will be made at prices that are considered
attractive by management and at such times that management believes will not
unduly impact the Company's liquidity. No time limit has been set for completion
of the purchase program. The Company obtained on November 6, 2001 a $17.5
million line of credit facility that may be used for additional purchases.
Note 4 - Earnings Per Share
Basic earnings per common share are computed by dividing net income
applicable to common stockholders by the weighted average number of shares of
common stock outstanding during the respective periods.
Diluted earnings per common share are computed by dividing net income
applicable to common stockholders by the weighted average number of shares of
common stock and common stock equivalents outstanding during the respective
periods. The $3.00 Cumulative Convertible Preferred stock and the Special
Preferred stock are considered to be dilutive common stock equivalents for all
periods through the conversion/redemption date and the number of shares issuable
on conversion of the $3.00 Cumulative Convertible Preferred stock and the
Special Preferred Stock is added to the weighted average number of common
shares. At December 31, 2000 all such shares had been converted or redeemed. The
weighted average number of common shares is also increased by the number of
shares issuable on the exercise of options less the number of common shares
assumed to have been purchased with the proceeds from the exercise of the
options pursuant to the treasury stock method; those purchases are assumed to
have been made at the average price of the common stock during the respective
period.
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2001 2000 2001 2000
Basic Earnings Per Share: --------- ---------- --------- ----------
Earnings:
Income from continuing operations before cumulative effect
of change in accounting principle...................................... $ 4,823 $ 3,190 $ 12,341 $ 8,871
Less dividends on preferred shares....................................... - 2 - 4
--------- ---------- --------- ----------
Income from continuing operations before cumulative effect of change in
accounting principle applicable to common stockholders................. $ 4,823 $ 3,188 $ 12,341 $ 8,867
--------- ---------- --------- ----------
Shares:
Weighted average shares outstanding...................................... 21,403 22,516 21,704 22,533
--------- ---------- --------- ----------
Diluted Earnings Per Share:
Earnings:
Income from continuing operations before cumulative effect of change in
accounting principle available to common stockholders after assumed
conversions............................................................ $ 4,823 $ 3,190 $ 12,341 $ 8,871
--------- ---------- --------- ----------
Shares:
Weighted average shares outstanding...................................... 21,403 22,516 21,704 22,533
Assumed conversion of preferred stock.................................... - 69 - 69
Assumed exercise of options.............................................. 26 149 30 133
--------- ---------- --------- ----------
Weighted average number of shares, as adjusted........................... 21,429 22,734 21,734 22,735
--------- ---------- --------- ----------
Note 5 - Discontinued Operations
On December 31, 2001 the Company completed the sale of its wholly owned
subsidiary UFL. The Company received a $2.8 million dividend and $1.2 million
from the sale of 100% of UFL stock. Net assets of $4.2 million and $4.5 million
have been segregated on the June 30, 2001 and December 31, 2000 Consolidated
Balance Sheets, respectively. The sale is not expected to have a significant
impact on reported earnings or stockholders' equity for 2001. Assets and
liabilities of UFL's discontinued operations were as follows:
June 30, December 31,
--------------- ---------------
2001 2000
--------------- ---------------
Cash............................................... $ 57 $ 704
Available-for-sale investments, current............ 185 495
Amount due from coinsurer.......................... 14,449 12,242
Available-for-sale investments, non-current........ 7,416 6,795
Investment pledged................................. 1,800 1,799
Property and equipment, net........................ 741 699
Goodwill, net...................................... 578 616
Other assets....................................... 2,898 2,082
--------------- ---------------
Total assets....................................... 28,124 25,432
--------------- ---------------
Accident and health reserves....................... 14,449 12,242
Life insurance reserves, current................... 968 976
Accounts payable and accrued expenses.............. 716 54
Life insurance reserves, non-current............... 7,744 7,656
--------------- ---------------
Total Liabilities.................................. 23,877 20,928
--------------- ---------------
Net assets of UFL's discontinued operations........ $ 4,247 $ 4,504
--------------- ---------------
The results of operations of the UFL segment have been segregated and
reported as discontinued operations in the Consolidated Statements of Income.
Cash flow impacts of discontinued operations have been segregated in the
Consolidated Statements of Cash Flows. Details of income from discontinued
operations, net of income tax, are as follows:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Revenues......................................................... $ 267 $ 512 $ 552 $ 1,685
---------- ---------- ---------- ----------
Income (loss) from discontinued operations, net of tax benefit
of $0 and $180 for three months and $0 and $103 for the six
months ended June 30, 2001 and 2000, respectively.............. $ (102) $ 229 $ 56 $ 372
---------- ---------- ---------- ----------
Note 6 - Recent Issued Accounting Pronouncements and Accounting Change
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," ("SFAS 133") was issued in June 1998. This Statement, as amended,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
(that is, gains and losses) depends on the intended use of the derivative and
the resulting designation. SFAS 133, as amended, applies to all entities and is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The Company adopted SFAS 133, as amended, on January 1, 2001 as required. The
Company did not hold any derivative instruments at January 1, 2001 and there was
no effect on the consolidated financial statements upon the adoption of SFAS
133.
In July 2001, the Financial Accounting Standards Board issued new
pronouncements: SFAS 141, "Business Combinations"; SFAS 142, "Goodwill and Other
Intangible Assets"; and SFAS 143, "Accounting for Asset Retirement Obligations."
SFAS 141, which requires the purchase method of accounting for all business
combinations, applies to all business combinations initiated after June 30, 2001
and to all business combinations accounted for by the purchase method that are
completed after June 30, 2001. SFAS 141 will not apply to the Company unless it
enters into a future business combination. SFAS 142 requires that goodwill as
well as other intangible assets be tested annually for impairment. In addition,
the Statement eliminates the current requirement to amortize goodwill or
intangible assets with indeterminate lives, and is effective for fiscal years
beginning after December 15, 2001. SFAS 143 requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred and a corresponding increase in the carrying amount of the
related long-lived asset. SFAS 143 is effective for fiscal years beginning after
June 15, 2002. The Company does not expect SFAS 142 or143 to materially impact
its reported results.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", (SFAS 144") is effective for the Company for the fiscal year beginning
January 1, 2002, and addresses accounting and reporting for the impairment or
disposal of long-lived assets. SFAS 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and APB Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business." SFAS 144 retains the
fundamental provisions of SFAS No. 121 and expands the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. The Company
estimates that the new standard will not have a material impact on its financial
statements but is still in the process of evaluating the impact on its financial
statements.
Codification of Statutory Accounting Principles
In March 1998, the National Association of Insurance Commissioners adopted
the Codification of Statutory Accounting Principles (the "Codification"). The
Codification, which is intended to standardize regulatory accounting and
reporting to state insurance departments, is effective January 1, 2001. However,
statutory accounting principles will continue to be established by individual
state laws and permitted practices. The State of Oklahoma will require adoption
of the Codification for the preparation of statutory financial statements
effective January 1, 2001. The Company's adoption of the Codification increased
the statutory capital and surplus of its regulated subsidiaries as of January 1,
2001 by $798,000.
Accounting Change
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," ("SAB 101") was issued December 1999. This Staff Bulletin
summarizes certain of the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. SAB 101
was effective no later than the fourth fiscal quarter of the fiscal years,
beginning after December 15, 1999. The Company implemented SAB 101 in the fourth
quarter of 2000 but effective January 1, 2000, and has deferred the
non-refundable $10 Membership and $47 of the associate enrollment fees and the
related direct incremental costs associated with services provided members and
associates in return for such fees. These deferred revenues and related costs
will be amortized to income over the estimated life of the Membership or the
estimated average active service period of associates which at June 30, 2001
were 3.6 years and one year, respectively. The implementation of SAB 101
resulted in a cumulative effect type adjustment of $1.0 million, net of tax,
which decreased net income for the six months ended June 30, 2000. See Note 1.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Pre-Paid Legal Services, Inc.
We have reviewed the accompanying consolidated balance sheet of Pre-Paid Legal
Services, Inc. and subsidiaries as of June 30, 2001, and the related
consolidated statements of income, comprehensive income and cash flows for the
three-month and six-month periods ended June 30, 2001 and 2000. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the consolidated financial statements referred to above
have been restated primarily to change the accounting treatment for payments to
associates for membership commission advances and related revenue recognition to
be consistent with such treatment. Additionally, as discussed in Note 6 the
Company changed certain of its revenue recognition policies as a result of the
adoption of Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial
Statements."
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
December 31, 2000, and the related consolidated statements of income,
comprehensive income, cash flows and changes in stockholders' equity for the
year then ended (not presented herein) and in our report dated January 30, 2002,
we expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2000, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
GRANT THORNTON LLP
Oklahoma City, Oklahoma
February 22, 2002
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Results of Operations
The Company reported net income applicable to common shares of $12.4
million, or $.57 per diluted common share, for the six months ended June 30,
2001, up 51% from net income applicable to common stockholders of $8.2 million,
or $.36 per diluted common share, for the comparable period of the prior year
after an after-tax charge of $1.0 million relating to the cumulative effect on
prior years of adopting SAB 101. See Note 6.
Membership fees totaled $126.4 million during 2001 compared to $99.6
million for 2000, an increase of 27%. Membership fees and their impact on total
revenues in any period are determined directly by the number of active
Memberships in force during any such period. The active Memberships in force are
determined by both the number of new Memberships sold in any period together
with the renewal rate of existing Memberships. New Membership sales increased
12% during the six months ended June 30, 2001 to 371,832 from 332,655 during the
comparable period of 2000. At June 30, 2001, there were 1,179,705 active
Memberships in force compared to 965,849 at June 30, 2000, an increase of 22%.
Additionally, the average annual fee per Membership has increased from $241 for
all Memberships in force at June 30, 2000 to $249 for all Memberships in force
at June 30, 2001, a 3% increase. This increase is a result of a higher portion
of active Memberships containing the additional pre-trial hours benefit at an
additional cost and increased sales of the Business Owners' Legal Solutions
plan.
Associate services revenue increased 43% from $13.4 million for the first
six months of 2000 to $19.1 million during the same period of 2001 primarily as
a result of more new associates recruited and of the Fast Start program which
generated training fees of approximately $10.7 million during the first six
months of 2001 compared to $7.9 million for the comparable period of 2000. The
field training program, titled Fast Start to Success ("Fast Start") is aimed at
increasing the level of new Membership sales per associate. Fast Start requires
a training fee of $184 per new associate and upon successful completion of the
program provided for the payment of certain training bonuses through June 30,
2001. The $10.7 million and $7.9 million for the six month periods ending June
30, 2001 and 2000, respectively, in training fees was comprised of $184 from
each of approximately 58,363 new sales associates who elected to participate in
Fast Start during the first six months of 2001 compared to 43,019 that
participated during the comparable quarter of 2000. New associates enrolled
during the first six months of 2001 were 61,191 compared to 46,592 for the same
period of 2000, an increase of 31%. Effective April 2001, the Company modified
its compensation plan to consolidate the lower four levels of its compensation
structure into two levels. At the same time, the Company implemented a two-year
advance at the lowest commission level for associates who participate in the
training program. Associates who do not participate in the training program
receive only earned commissions until they meet the advancement qualification
requiring them to produce 50 new memberships in their organization in order to
advance to the next compensation level and qualify for up to 3 years commission
advance. Effective October 1, 2001 the Company implemented a policy whereby the
associate receives only earned commissions on the first three sales unless the
associate has successfully completed the Fast Start training program.
Product sales declined 96% during the six months ended June 30, 2001 to
$33,000 from $811,000 for the comparable period of 2000 primarily due to the
concentration on Membership sales as opposed to the sale of goods and services
following the TPN acquisition. Product sales are expected to be immaterial in
2001 and future periods as the Company no longer encourages product sales.
Other income remained relatively constant at $1.7 million for the first six
months of 2000 and $1.6 million during the same period of 2001.
Primarily as a result of the increase in Membership fees and associate
services, total revenues increased to $147.1 million for the six months ended
June 30, 2001 from $115.4 million during the comparable period of 2000, an
increase of 27%.
Membership benefits totaled $41.8 million for the six months ended June 30,
2001 compared to $31.7 million for the comparable period of 2000, an increase of
32%, and represented 33.1% and 31.8% of Membership fees for 2001 and 2000,
respectively. This Membership benefit ratio (Membership benefits as a percentage
of Membership fees) should remain near current levels as substantially all
active Memberships provide for a capitated benefit.
Commissions to associates increased 14% to $55.1 million for the six months
ended June 30, 2001 compared to $48.5 million for the comparable period of 2000,
and represented 44% and 49% of Membership fees for such periods. These amounts
were reduced by $1.2 million and $900,000, respectively, representing Membership
lapse fees. These fees are determined by applying the prime interest rate to the
advance commission balance pertaining to lapsed Memberships. The Company
realizes and recognizes this fee only when the amount of the calculated fee is
collected by withholding from cash commissions payments due the associate,
because the Company's ability to recover fees in excess of current payments is
primarily dependent on the associate selling new Memberships which qualify for
advance commissions. Commissions to associates per new membership sold were $150
per membership for the six months ended June 30, 2001 compared to $145 for the
comparable period of 2000.
Associate services and direct marketing expenses increased to $16.0 million
for the six months ended June 30, 2001 from $9.9 million for the comparable
period of 2000. Fast Start bonuses incurred were approximately $6.2 million
during the first six months of 2001 compared to $3.5 million in the same period
of 2000. Additional costs due to increased enrollment of new associates and
purchases of marketing and promotional supplies by associates also contributed
to the increase. These expenses also include marketing costs, other than
commissions, that are directly associated with new Membership sales.
General and administrative expenses during the six months ended June 30,
2001 and 2000 were $13.9 million and $10.6 million, respectively, and
represented 11.0% and 10.6% of Membership fees for such years. Management
expects gradual decreases in general and administrative expenses when expressed
as a percentage of Membership fees as a result of certain economies of scale.
Product costs declined to $32,000 for the six months ended June 30, 2001
from $590,000 for the comparable period of 2000 in conjunction with the 96%
decline in product sales. Product costs are expected to be immaterial in 2001
and future periods as the Company no longer encourages product sales.
Other expenses, which include depreciation and amortization and premium
taxes reduced by interest income, increased to $2.0 million for the 2001 period
from $931,000 for the comparable period of 2000. Depreciation and amortization
increased to $1.9 million for the first six months of 2001 from $1.3 million for
the comparable period of 2000. Premium taxes increased from $900,000 for the six
months ended 2000 to $1.0 million for the same period of 2001. Interest income
declined by approximately $154,000 from the first six months of 2000 to $1.2
million due to lower investment balances and lower interest rates.
The Company has recorded a provision for income taxes of $6.0 million
(32.6% of pretax income) for the first six months of 2001 compared to $4.4
million (33.0% of pretax income) for the same period of 2000.
The results of operations of the UFL segment have been segregated and
reported as discontinued operations in the Consolidated Statements of Income.
Income from discontinued operations, net of income tax, are $56,000, net of tax
of $0 and $372,000 net of tax benefit of $103,000 for the six months ended June
30, 2001 and 2000, respectively.
The Company did not pay dividends during the first six months of 2001 due
to the fact that during the second quarter of 2000, all shares of preferred
stock were converted into shares of common stock or repurchased by the Company.
Dividends paid on outstanding preferred stock were $4,000 for the six-month
period ended June 30, 2000.
Second Quarter of 2001 compared to the Second Quarter of 2000
-------------------------------------------------------------
The results of operations in the second quarter of 2001, compared to the
second quarter of 2000, reflect increases in revenues and expenses primarily as
a result of the same factors discussed in the comparison of the first six months
of 2001 to the first six months of 2000.
Total revenues increased 29% or approximately $17.2 million to $76.8
million in the second quarter of 2001 compared to $59.6 million in the second
quarter of 2000, primarily as a result of increases in membership premiums. The
membership premium increase of 30% primarily resulted from an increase in the
number of average active memberships during the second quarter of 2001 compared
to the similar period in 2000.
Membership benefits totaled $21.8 million in the 2001 second quarter
compared to $16.6 million in the 2000 second quarter and resulted in a loss
ratio of 32% for both periods.
Commissions to associates increased 16% to $31.4 million for the three
months ended June 30, 2001 compared to $27.1 million for the comparable period
of 2000, and represented 47% and 53% of Membership fees for such periods. These
amounts were reduced by $640,000 and $481,000, respectively, representing
Membership lapse fees. Commissions to associates per new membership sold were
$165 per membership for the three months ended June 30, 2001 compared to $158
for the comparable period of 2000.
The above factors resulted in a 2001 second quarter net income applicable
to common shareholders of $4.7 million, or $.22 per share, diluted, compared to
$3.4 million, or $.15 per share, for the second quarter of 2000.
The results of operations of the UFL segment have been segregated and
reported as discontinued operations in the Consolidated Statements of Income.
Income (loss) from discontinued operations, net of income tax, are $(102,000),
net of tax of $0 and $229,000 net of tax benefit of $180,000 for the three
months ended June 30, 2001 and 2000, respectively.
Liquidity and Capital Resources
-------------------------------
General
Consolidated net cash provided by operating activities of continuing
operations was $13.8 million for the first six months of 2001 compared to cash
provided of $7.4 million for the 2000 period. The increase of $6.4 million in
cash provided by operating activities during the first six months of 2001
compared to the same period of 2000 resulted primarily from the increase in net
income of $4.2 million, an increase in deferred member and associate service
cost of $3.5 million, a $1.2 million increase in the provision for deferred
income taxes and a $1.1 million increase in accounts payable and accrued
expenses offset by a decrease in deferred revenue and fees of $4.8 million.
Consolidated net cash provided by investing activities of continuing
operations was $1.2 million for the first six months of 2001 compared to net
cash used in investing activities of $5.1 million for the comparable period of
2000. This $6.2 million increase in cash provided by investing activities
resulted primarily from the $7.9 million change in the maturities and sales of
investments offset by a $563,000 increase in the purchases of investments and
the $2.2 million increase in net additions to property and equipment.
Net cash used in financing activities of continuing operations during the
first six months of 2001 was $15.9 million compared to $3.0 million for the
comparable period of 2000. This $12.9 million change was primarily comprised of
the $12.5 million used to acquire treasury stock during the first six months of
2001.
The Company had a consolidated working capital surplus of $5.7 million at
June 30, 2001, a decrease of $1.6 million compared to a consolidated working
capital of $7.3 million at December 31, 2000. The $1.6 million decrease in
working capital during the first six months of 2001 was primarily the result of
a $900,000 increase in deferred Membership revenue and fees, a $800,000 increase
in Membership benefits, a $1.0 million decrease in cash and a $2.1 million
decrease in deferred income taxes offset by a $3.3 million decrease in accounts
payable and accrued expenses.
At June 30, 2001 the Company reported $25.6 million in cash and investments
(after utilizing more than $15.8 million to purchase approximately 917,000
shares of its common stock during the six months ending June 30, 2001) compared
to $31.5 million at December 31, 2000. The Company's investments consist of
common stocks, investment grade (rated Baa or higher) preferred stocks and
investment grade bonds primarily issued by corporations, the United States
Treasury, federal agencies, federally sponsored agencies and enterprises as well
as mortgage-backed securities and state and municipal tax-exempt bonds.
The Company generally advances significant commissions at the time a
Membership is sold. During the six months ended June 30, 2001, the Company
advanced commissions of $55.1 million on new Membership sales compared to $49.0
million for the same period of 2000. Since approximately 94% of Membership
premiums are collected on a monthly basis, a significant cash flow deficit is
created at the time a Membership is sold. This deficit is reduced as monthly
premiums are remitted and commissions payable on those Memberships are withheld
to recover the advance.
The Company expenses advance commissions ratably over the first month of
the related membership. As a result of this accounting policy, the Company's
commission expenses are all recognized over the first month of a Membership and
there is no commission expense recognized for the same Membership during the
remainder of the advance period. The Company tracks its advance commission
payments outstanding for internal purposes of analyzing its commission advance
program. While not recorded as an asset, unearned commission payments to
associates for the six months ended June 30, 2001 were:
(Amounts in 000's)
Beginning unearned advance commission payments (1)............................... $ 167,193
Advance commission payments, net................................................. 55,147
Earned commissions applied....................................................... (28,234)
Advance commission payment write-offs............................................ (929)
------------
Ending unearned advance commission payments before
estimated unrecoverable payments (1)........................................... 193,177
Estimated unrecoverable advance commission payments (1).......................... (12,770)
Ending unearned advance commission payments, net (1)............................. ------------
$ 180,407
------------
(1) These amounts do not represent fair value, as they do not take
into consideration timing of estimated recoveries.
The ending unearned advance commission payments, net, above includes net
unearned advance commission payments to non-vested associates of $16.8 million.
As such, at June 30, 2001 future commission payments and related expense should
be reduced as unearned advance commission payments of $163.6 million are
recovered. Commissions are earned by the associate as Membership premiums are
earned by the Company, usually on a monthly basis. The Company reduces unearned
advance commission payments or remits payment to an associate, as appropriate,
when commissions are earned. Should a Membership lapse before the advances have
been recovered for each commission level, the Company generates an immediate
"charge-back" to the applicable sales associate to recapture up to 50% of any
unearned advance. This charge-back is deducted from any future advances that
would otherwise be payable to the associate for additional new Memberships. Any
remaining unearned advance commission payment may be recovered by withholding
future residual earned commissions due to an active associate on active
Memberships. Additionally, even though a commission advance may have been fully
recovered on a particular Membership, no additional commission earnings from any
Membership are paid to an associate until all previous advances on all
Memberships, both active and lapsed, have been recovered.
The Company has the contractual right to require associates to repay
unearned advance commission payments from sources other than earned commissions
including cash (a) from all associates either (i) upon termination of the
associate relationship, which includes but is not limited to when an associate
becomes non-vested or (ii) when it is ascertained that earned commissions are
insufficient to repay the unearned advance commission payments and (b) upon
demand, from agencies or associates who are parties to the associate agreements
signed between October 1989 and July 1992 or July 1992 to August 1998,
respectively. The sources, other than earned commissions, that may be available
to recover associate unearned advance commission payments are potentially
subject to limitation based on applicable state laws relating to creditors'
rights generally. Historically, the Company has not demanded repayments of the
unearned advance commissions from associates, including terminated associates,
because collection efforts would likely increase costs and have the potential to
disrupt the Company's relationships with its sales associates. This business
decision by the Company has a significant effect on the Company's cash flow by
electing to defer collection of advance payments of which approximately $12.8
million were not expected to be collected from future commissions at June 30,
2001. However, the Company regularly reviews the unearned advance commission
payments status of associates and will exercise its right to require associates
to repay advances when management believes that such action is appropriate.
The Company believes that it has significant ability to finance expected
future growth in Membership sales based on its existing amount of cash and cash
equivalents and unpledged investments at June 30, 2001 of $21.2 million. The
Company expects to maintain cash and investment balances, including pledged
investments, on an on-going basis of approximately $25 to $35 million in order
to meet expected working capital needs and regulatory capital requirements. Cash
balances in excess of this amount would be used for discretionary purposes such
as treasury stock purchases. The Company continues to consider incurring
indebtedness in order to continue or increase the rate of stock purchases,
including financing its new corporate headquarters in order to allow cash flow
from operations to continue to be used to purchase stock.
Subsequent event
On November 6, 2001, the Company entered into a $17.5 million line of
credit with Bank of Oklahoma, N.A. in order to fund additional treasury stock
purchases. The line of credit provides for immediate funding of up to $17.5
million with scheduled repayments beginning February 15, 2002 and ending
November 15, 2002 with interest at the Libor rate plus 2% per annum or the prime
rate minus 1/2 percent per annum as selected by the Company. The loan is secured
by the Company's rights to receive membership fees on a portion of its
memberships. The terms of this loan have various covenants customary for similar
transactions.
Parent Company Funding and Dividends
Although the Company is the operating entity in many jurisdictions, the
Company's subsidiaries serve as operating companies in various states that
regulate Memberships as insurance or specialized legal expense products. The
most significant of these wholly owned subsidiaries are PPLCI, UFL and PPLSIF.
The ability of PPLCI and PPLSIF to provide funds to the Company is subject to a
number of restrictions under various insurance laws in the jurisdictions in
which PPLCI and PPLSIF conduct business, including limitations on the amount of
dividends and management fees that may be paid and requirements to maintain
specified levels of capital and reserves. In addition PPLCI will be required to
maintain its stockholders' equity at levels sufficient to satisfy various state
or provincial regulatory requirements, the most restrictive of which is
currently $3 million. Additional capital requirements of PPLCI or PPLSIF will be
funded by the Company in the form of capital contributions or surplus
debentures. At June 30, 2001, neither UFL nor PPLSIF had funds available for
payment of substantial dividends without the prior approval of the respective
insurance commissioners. PPLCI had approximately $5 million in surplus funds
available for payment of an ordinary dividend.
Forward-Looking Statements
All statements in this report concerning Pre-Paid Legal Services, Inc. (the
"Company") other than purely historical information, including but not limited
to, statements relating to the Company's future plans and objectives,
discussions with the staff of the SEC, expected operating results, and the
assumptions on which such forward-looking statements are based, constitute
"Forward-Looking Statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based
on the Company's historical operating trends and financial condition as of June
30, 2001 and other information currently available to management. The Company
cautions that the Forward-Looking Statements are subject to all the risks and
uncertainties incident to its business, including but not limited to risks
described below. Moreover, the Company may make acquisitions or dispositions of
assets or businesses, enter into new marketing arrangements or enter into
financing transactions. None of these can be predicted with certainty and,
accordingly, are not taken into consideration in any of the Forward-Looking
Statements made herein. For all of the foregoing reasons, actual results may
vary materially from the Forward-Looking Statements. The Company assumes no
obligation to update the Forward-Looking Statements to reflect events or
circumstances occurring after the date of the statement.
Risk Factors
There are a number of risk factors that could affect our financial
condition or results of operations. See Note 2 - Contingencies and Part II -
Item 1 Legal Proceedings. Please refer to page 33 and 34 of the Company's 2000
Annual Report on Form 10-K, as amended and restated, for a description of other
risk factors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's consolidated balance sheets include a certain amount of
assets and liabilities whose fair values are subject to market risk. Due to the
Company's significant investment in fixed-maturity investments, interest rate
risk represents the largest market risk factor affecting the Company's
consolidated financial position. Increases and decreases in prevailing interest
rates generally translate into decreases and increases in fair values of those
instruments. Additionally, fair values of interest rate sensitive instruments
may be affected by the creditworthiness of the issuer, prepayment options,
relative values of alternative investments, liquidity of the instrument and
other general market conditions.
As of June 30, 2001, substantially all of the Company's investments were in
investment grade (rated Baa or higher) fixed-maturity investments,
interest-bearing money market accounts and a collateralized repurchase
agreement. The Company does not hold any investments classified as trading
account assets or derivative financial instruments.
The table below summarizes the estimated effects of hypothetical increases
and decreases in interest rates on the Company's fixed-maturity investment
portfolio. It is assumed that the changes occur immediately and uniformly, with
no effect given to any steps that management might take to counteract that
change. The hypothetical changes in market interest rates reflect what could be
deemed best and worst case scenarios. The fair values shown in the following
table are based on contractual maturities. Significant variations in market
interest rates could produce changes in the timing of repayments due to
prepayment options available. The fair value of such instruments could be
affected and, therefore, actual results might differ from those reflected in the
following table (dollars in 000's):
Estimated fair
Hypothetical change value after
in interest rate hypothetical change
Fair Value (bp=basis points) in interest rate
----------- -------------------- -------------------
Fixed-maturity investments at June 30, 2001 (1)............. $ 21,435 100 bp increase $ 20,546
200 bp increase 19,721
50 bp decrease 21,754
100 bp decrease 22,238
Fixed-maturity investments at December 31, 2000 (1)......... $ 25,480 100 bp increase $ 24,635
200 bp increase 23,773
50 bp decrease 25,882
100 bp decrease 26,261
--------------------
(1) Excluding short-term investments with a fair value of $3.9 million at June
30, 2001 and December 31, 2000, respectively. Includes UFL investments with
a fair value of $9.4 million and $9.1 million at June 30, 2001 and December
31, 2000, respectively
The table above illustrates, for example, that an instantaneous 200 basis
point increase in market interest rates at June 30, 2001 would reduce the
estimated fair value of the Company's fixed-maturity investments by
approximately $1.7 million at that date. At December 31, 2000, an
instantaneous 200 basis point increase in market interest rates would have
reduced the estimated fair value of the Company's fixed-maturity
investments by approximately $1.7 million at that date. The definitive
extent of the interest rate risk is not quantifiable or predictable due to
the variability of future interest rates, but the Company does not believe
such risk is material.
The Company primarily manages its exposure to interest rate risk by
purchasing investments that can be readily liquidated should the interest rate
environment begin to significantly change.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
See Note 2 of the Notes to Consolidated Financial Statements included in
Part I, Item 1 of this report for information with respect to legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
The 2001 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") was held on May 25, 2001. The following matters were submitted to a
vote of the Company's shareholders at the Annual Meeting.
Election of Three Directors.
The results of the election for each of the Company's three directors whose
terms expired as of the Annual Meeting were as follows:
Abstentions and
Votes For Votes Withheld
---------- ---------------
Shirley A. Stonecipher 18,965,811 395,638
Peter K. Grunebaum 19,045,917 315,532
Randy Harp 18,720,980 640,469
The Board of Directors of the Company consists of ten members and is
divided into three classes as nearly equal in size as possible, with the term of
office of one class expiring each year. The new terms of service of Ms.
Stonecipher and Messrs. Grunebaum and Harp will expire in 2004. The terms of the
other seven directors of the Company did not expire at the Annual Meeting. The
names of such other directors and the year of expiration of their respective
terms are as follows: Harland C. Stonecipher - 2002; Wilburn L. Smith - 2002;
Martin H. Belsky - 2002; Kathleen S. Pinson - 2003; David A. Savula - 2003; John
W. Hail - 2003; and John A. Addison - 2003.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRE-PAID LEGAL SERVICES, INC.
Date: February 22, 2002 /s/ Randy Harp
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Randy Harp
Chief Operating Officer
(Duly Authorized Officer)
Date: February 22, 2002 /s/ Steve Williamson
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Steve Williamson
Chief Financial Officer
(Principal Accounting Officer)