=============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 2003
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, NY 10017
(Address of principal executive offices)
(Zip code)
(212) 599-8000
(Registrant's 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 X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes X No
--- ---
At June 2, 2003, 18,519,543 shares of Registrant's common stock, $.50 par
value, were outstanding.
=============================================================================
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended April 30, 2003
TABLE OF CONTENTS
Part I - Financial Information Page No.
-------------------------------------------------------------------- --------
Item 1 Financial Statements
Consolidated Balance Sheets at April 30, 2003 (unaudited)
and July 31, 2002 (audited) 3
Consolidated Statements of Stockholders' Equity for the nine
months ended April 30, 2003 and 2002 (unaudited) 4
Consolidated Income Statements for the three and nine months
ended April 30, 2003 and 2002 (unaudited) 5
Consolidated Statements of Cash Flows for the nine months
ended April 30, 2003 and 2002 (unaudited) 6
Notes to Consolidated Financial Statements 7-12
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 12-19
Item 4 Controls and Procedures 19
Part II - Other Information
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Item 6 Exhibits and Reports on Form 8-K 20-21
Signatures 22
Certifications 23-24
Exhibit 99.1 Section 906 Certification of Chief Executive Officer 25
Exhibit 99.2 Section 906 Certification of Chief Financial Officer 26
2
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
April 30, July 31,
2003 * 2002
========================================================================================================
ASSETS
Finance receivables $1,402,715 $1,436,469
Allowance for possible losses (23,634) (24,171)
--------------------------------------------------------------------------------------------------------
Finance receivables - net 1,379,081 1,412,298
Cash 9,662 7,092
Other assets 35,221 28,456
--------------------------------------------------------------------------------------------------------
TOTAL ASSETS $1,423,964 $1,447,846
========================================================================================================
LIABILITIES
Senior debt:
Long-term $699,832 $577,841
Short-term 354,937 452,555
Subordinated debt -- 93,478
Accrued interest, taxes and other liabilities 59,221 75,403
--------------------------------------------------------------------------------------------------------
Total liabilities 1,113,990 1,199,277
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STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000,000 shares, none issued -- --
Common stock - $.50 par value, authorized 100,000,000 shares; shares issued
and outstanding: 18,518 (net of 149 treasury shares) at April 30, 2003
and 17,372 (net of 137 treasury shares) at July 31, 2002 9,259 8,686
Additional paid-in capital 105,249 67,595
Retained earnings 195,466 172,288
--------------------------------------------------------------------------------------------------------
Total stockholders' equity 309,974 248,569
--------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,423,964 $1,447,846
========================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
3
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY *
(In thousands)
Common Stock - $.50 Par Value
----------------------------------
Number Additional
of Paid-in Retained
Nine months ended April 30, 2002 Shares Par Value Capital Earnings
========================================================================================================
Balance at July 31, 2001 16,540 $8,270 $62,921 $135,220
Shares issued under employee stock plans 217 109 1,971 --
Compensation recognized under employee
stock plans -- -- 769 --
Tax benefit from stock options -- -- 137 --
Other -- -- 23 --
Net earnings -- -- -- 27,460
--------------------------------------------------------------------------------------------------------
BALANCE AT APRIL 30, 2002 16,757 $8,379 $65,821 $162,680
========================================================================================================
Common Stock - $.50 Par Value
----------------------------------
Number Additional
of Paid-in Retained
Nine months ended April 30, 2003 Shares Par Value Capital Earnings
========================================================================================================
Balance at July 31, 2002 17,372 $8,686 $67,595 $172,288
Conversion of subordinated debt 1,159 580 34,437 --
Acquisition of treasury shares (12) (6) (220)
Shares issued under employee stock plans 132 66 1,097
Shares canceled under employee stock plans (133) (67) 67 --
Compensation recognized under employee
stock plans -- -- 1,950 --
Tax benefit from stock options -- -- 323 --
Net earnings -- -- -- 23,178
--------------------------------------------------------------------------------------------------------
BALANCE AT APRIL 30, 2003 18,518 $9,259 $105,249 $195,466
========================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
4
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS *
(In thousands, except per share amounts)
Three months ended Nine months ended
April 30, April 30,
-------------------------------------------------
2003 2002 2003 2002
========================================================================================================
Finance income $30,692 $34,188 $98,941 $103,410
Interest expense 9,995 11,852 33,725 38,485
--------------------------------------------------------------------------------------------------------
Net finance income before provision for possible
losses on finance receivables 20,697 22,336 65,216 64,925
Provision for possible losses on finance receivables 4,050 1,400 7,900 4,025
--------------------------------------------------------------------------------------------------------
Net finance income 16,647 20,936 57,316 60,900
Salaries and other expenses 5,823 5,414 17,305 15,609
Loss on redemption of convertible debt -- -- 1,737 --
--------------------------------------------------------------------------------------------------------
Earnings before income taxes 10,824 15,522 38,274 45,291
Provision for income taxes 4,239 6,116 15,096 17,831
--------------------------------------------------------------------------------------------------------
NET EARNINGS $6,585 $9,406 $23,178 $27,460
========================================================================================================
EARNINGS PER COMMON SHARE:
Diluted $0.36 $0.50 $1.27 $1.48
========================================================================================================
Basic $0.36 $0.56 $1.29 $1.65
========================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
5
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS *
(In thousands)
Nine months ended April 30, 2003 2002
========================================================================================================
Cash flows from operating activities:
Net earnings $23,178 $27,460
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for possible losses on finance receivables 7,900 4,025
Depreciation and amortization 12,787 9,854
Loss on redemption of convertible debt 1,737 --
Increase in other assets (3,159) (178)
Decrease in accrued interest, taxes and other liabilities (15,725) (3,922)
Other 323 137
--------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 27,041 37,376
--------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Finance receivables - originated (497,141) (604,587)
Collections of finance receivables (including proceeds from asset sales) 506,958 493,517
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 9,817 (111,070)
--------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Commercial paper - maturities 90 days or less, net increase (decrease) (102,486) 61,402
Commercial paper - maturities greater than 90 days:
Proceeds 65,067 43,712
Repayments (67,978) (43,232)
Bank borrowings, net decrease (60,230) (38,060)
Proceeds from senior term notes issued 215,000 5,000
Proceeds from asset securitization financings 100,000 100,000
Repayments of senior term notes (125,000) (58,275)
Redemptions of subordinated debt (59,598) --
Proceeds from exercise of stock options 1,163 2,079
Acquisition of treasury shares (226) --
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (34,288) 72,626
--------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 2,570 (1,068)
Cash - beginning of period 7,092 10,251
--------------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $9,662 $9,183
========================================================================================================
Supplemental disclosures of cash flow information:
Interest paid $33,261 $38,882
========================================================================================================
Income taxes paid $17,816 $16,604
========================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
6
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position at April
30, 2003 and the results of operations and cash flows of the Company for the
three and nine month periods ended April 30, 2003 and 2002. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and note disclosures included in the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2002.
The consolidated results of operations for the three and nine month periods
ended April 30, 2003 and 2002 are not necessarily indicative of the results
for the respective full years.
Effective August 1, 2002, the Company classified assets received to
satisfy finance receivables (repossessed equipment) as other assets. Prior
to August 1, 2002, the Company classified these assets as finance
receivables. Assets received to satisfy finance receivables are initially
written-down to their current estimated net liquidation value by a charge to
the allowance for possible losses and any subsequent write-downs and
recoveries are reflected in operating income. Certain prior year amounts
were reclassified to reflect this change. Also effective August 1, 2002, the
Company accelerated the non-accrual classification of finance receivables.
Finance receivables with a contractual payment 90 days or more past due are
classified as non-accrual; the prior threshold was 120 days. This change did
not have a significant impact on the Company's results of operations and
increased non-accrual finance receivables by $5,306 at April 30, 2003.
Management made these changes to conform to industry practice.
Description of Business
The Company provides collateralized lending, financing and leasing
services nationwide to middle-market businesses in the general construction,
road and infrastructure construction and repair, road transportation,
manufacturing and waste disposal industries. The Company lends against,
finances and leases a wide range of revenue-producing/essential-use equipment
such as cranes, earth movers, machine tools, personnel lifts, trailers and
trucks.
Derivative Financial Instruments
The Company uses derivative financial instruments to manage its exposure
to the effects of changes in market interest rates on its debt. The Company
does not use derivatives for speculation and the Company does not trade
derivatives. The fair value of derivatives is recorded as an asset or
liability and any changes in fair value are recorded in earnings. For
derivatives designated as a fair value hedge, the hedged asset or liability
is recorded at fair value and any changes in fair value are recorded in
earnings. The changes in fair value of the derivative designated as a fair
value hedge and the hedged asset or liability will offset in correlation to
the effectiveness of the hedging relationship. If certain conditions are
met, these changes will offset exactly. The Company does not have any cash
flow hedges.
Derivatives designated as a hedge must be linked to a specific asset,
liability or firm commitment and the risk management objective and strategy
must be documented at inception of the hedging relationship as well as the
method to be used to determine the effectiveness/ineffectiveness of the
hedging relationship.
Stock-Based Compensation
The Company adopted the disclosure-only provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," and therefore applies Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations to account for its stock options. Under APB No. 25,
compensation expense is not recorded for stock options granted with an
exercise price at least equal to the stock's market price on the grant date.
Since the exercise price of all of the Company's stock options equaled the
stock's market price on the respective grant dates, compensation expense has
not been recorded. The Company records compensation expense for restricted
stock awards based on the stock's market price on the grant date and the
vesting period. If the expense recognition provisions of SFAS No. 123 were
applied, compensation expense would have been recorded for stock options
7
based on their fair value computed with an option-pricing model. The effect
on net earnings and earnings per share had the Company recorded compensation
expense using the fair value method under SFAS No. 123 follows:
=====================================================================
Three months ended Nine months ended
April 30, April 30,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Net earnings, as reported $6,585 $9,406 $23,178 $27,460
Add: Compensation expense
recorded for restricted
stock awards (after-tax) 352 299 1,190 469
Deduct: Total stock-based
compensation expense
determined under fair value
based method for all awards
(after-tax) (956) (810) (2,591) (2,054)
---------------------------------------------------------------------
Pro forma net earnings $5,981 $8,895 $21,777 $25,875
=====================================================================
Diluted earnings per common share:
As reported $0.36 $0.50 $1.27 $1.48
Pro forma 0.33 0.48 1.19 1.40
=====================================================================
Basic earnings per common share:
As reported $0.36 $0.56 $1.29 $1.65
Pro forma 0.33 0.53 1.21 1.56
=====================================================================
New Accounting Standards
On August l, 2002, the Company adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," required debt extinguishment gains and losses to be
classified as an extraordinary item. Due to the rescission of SFAS No. 4,
the $1,737 loss the Company incurred on its August 2002 convertible debt
redemption (see Note 3) was reported as a separate item in operating earnings
instead of an extraordinary item net of income taxes.
In November 2002, the FASB issued Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires a
guarantor to record a liability for the fair value of its guarantees when
issued and disclose them in detail in its interim and annual financial
statements. The disclosure requirements are effective for financial
statements of periods ending after December 15, 2002. The recognition and
measurement provisions are applicable prospectively to guarantees issued or
modified after December 31, 2002. The Company generally does not issue
guarantees and did not have any material guarantees at April 30, 2003.
Therefore, FIN No. 45 is not expected to have a material impact on the
Company's results of operations, financial position or cash flows.
In December 2002, the Financial Accounting Standards Board issued SFAS
No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure." SFAS No. 148 provides alternative methods of transition for a
voluntary change to expense stock-based employee compensation and requires
prominent disclosures in annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The required disclosures appear in the
above Stock-Based Compensation section. The Company does not currently plan
to make a voluntary change to record expense for stock options.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities--an interpretation of ARB No. 51." Variable
interest entities often are created for a single specified purpose, for
example, to facilitate securitization, leasing, hedging, research and
development, reinsurance or other transactions or arrangements. FIN No. 46
requires certain variable interest entities to be consolidated by the primary
beneficiary (the business enterprise that will absorb a majority of the
expected losses or receive a majority of the expected residual returns of the
variable interest entity). FIN No. 46 applies to variable interest entities
created or acquired after January 31, 2003. For variable interest entities
created or acquired on or prior to January 31, 2003, the Company is required
to apply FIN No. 46 no later than August 1, 2003. The Company has one
variable interest entity (a special purpose entity that it established for
its asset securitization facility). This entity is already fully
consolidated under current accounting rules and will continue to be fully
consolidated under FIN No. 46. The Company does not expect the adoption of
FIN No. 46 will have a material impact on its results of operations or
financial position.
8
NOTE 2 - FINANCE RECEIVABLES
Finance receivables comprise installment sale agreements and secured
loans (including line of credit arrangements), collectively referred to as
loans, with fixed or floating (indexed to the prime rate) interest rates, and
investments in direct financing leases as follows:
=====================================================================
April 30, July 31,
2003 2002
=====================================================================
Loans:
Fixed rate $1,042,973 $1,009,275
Floating rate 90,408 100,558
---------------------------------------------------------------------
Total loans 1,133,381 1,109,833
Direct financing leases 269,334 326,636
---------------------------------------------------------------------
Finance receivables $1,402,715 $1,436,469
=====================================================================
Direct financing leases include residual values of $45,973 at April 30,
2003 and $57,432 at July 31, 2002.
Non-performing assets comprise finance receivables classified as non-
accrual (income recognition has been suspended) and assets received to
satisfy finance receivables (repossessed equipment) as follows:
=====================================================================
April 30, July 31,
2003 2002
=====================================================================
Finance receivables classified as
non-accrual $44,469 $29,374
Assets received to satisfy finance
receivables 28,753 23,788
---------------------------------------------------------------------
Non-performing assets $73,222 $53,162
=====================================================================
The activity of the allowance for possible losses follows:
=====================================================================
Three months ended Nine months ended
April 30, April 30,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Beginning balance $23,742 $23,023 $24,171 $21,938
Provision 4,050 1,400 7,900 4,025
Write-downs (4,195) (1,519) (9,338) (4,586)
Recoveries 37 678 901 2,205
---------------------------------------------------------------------
Ending balance $23,634 $23,582 $23,634 $23,582
=====================================================================
Percentage of finance receivables 1.68% 1.69% 1.68% 1.69%
=====================================================================
Net credit losses * $4,158 $841 $8,437 $2,381
=====================================================================
Loss ratio ** 1.18% 0.24% 0.79% 0.23%
=====================================================================
* write-downs less recoveries
** net credit losses over average finance receivables, annualized
The Company also provides commitments to extend credit. These
commitments contain off-balance sheet risk. The Company uses the same credit
policies and procedures in making these commitments as it does for finance
receivables, as the credit risks are substantially the same. At April 30,
2003 and July 31, 2002, the unused portion of these commitments was $5,568
and $5,636, respectively.
9
NOTE 3 - DEBT
Debt comprised the following:
=====================================================================
April 30, July 31,
2003 2002
=====================================================================
Senior debt:
Fixed rate term notes due 2003-2010 $ 427,000 $ 423,750
Floating rate term notes due 2003-2010 173,000 86,250
---------------------------------------------------------------------
Total term notes 600,000 510,000
Asset securitization financings 325,000 225,000
Commercial paper 121,769 227,166
Bank borrowings 8,000 68,230
---------------------------------------------------------------------
Total senior debt 1,054,769 1,030,396
---------------------------------------------------------------------
Subordinated debt
4.5% convertible subordinated notes -- 91,188
8.0% subordinated debentures -- 2,290
---------------------------------------------------------------------
Total subordinated debt -- 93,478
---------------------------------------------------------------------
Total debt $1,054,769 $1,123,874
=====================================================================
Senior Term Notes
In April 2003, the Company issued $200,000 of fixed and floating rate
unsecured senior term notes. The Company received $115,000 in April 2003 and
chose to delay funding on the remaining $85,000 until June 2003 to more
closely match the maturities of existing term debt. The debt issuance
includes $112,000 of fixed rate notes with a weighted average rate of 4.5%
and $88,000 of notes indexed to three-month LIBOR with a weighted average
rate of 2.4% at April 30, 2003. The notes are due at maturity as follows:
$155,000 in five years and $45,000 in seven years. The floating rate notes
cannot be prepaid for eighteen or twenty-four months after issuance (based on
their respective term) and thereafter can be prepaid without penalty.
In August 2002, the Company received the remaining $100,000 of its July
2002 $200,000 issuance of fixed and floating rate unsecured senior term
notes. The debt issuance includes $112,500 of fixed rate notes and $87,500
of floating rate notes. The notes are due at maturity as follows: $55,500 in
three years, $76,000 in four years and $68,500 in five years. The floating
rate notes cannot be prepaid for twelve to eighteen months after issuance
(based on their respective term) and thereafter can be prepaid without
penalty.
Interest on fixed rate notes is generally payable semi-annually.
Interest rates on floating rate notes are indexed to LIBOR and generally
change every thirty to ninety days. Prepayments of fixed rate notes are
subject to a premium based on yield maintenance formulas.
Asset Securitization Financings
In August 2002, the Company completed a third transaction under its
asset securitization facility obtaining an additional $100,000. The Company
structured the terms of the facility so that securitization proceeds would be
recorded as secured borrowings on its consolidated balance sheet and not as
sales of receivables. Therefore, gains on sales of securitized receivables
would not be recorded. The secured borrowings are without recourse to the
Company. The terms of the facility provide for committed revolving financing
for a one year term that, if not renewed prior to the current expiration date
of March 27, 2004, can be converted into term debt at the Company's option.
Finance receivables include $412,715 and $265,301 of securitized receivables
at April 30, 2003 and July 31, 2002, respectively.
The unsecured senior debt agreements of the Company's major operating
subsidiary limit the amount of finance receivables that the subsidiary can
securitize to 40% of its finance receivables outstanding, approximately
$557,000 at April 30, 2003. Therefore, the Company could securitize an
additional $144,285 of finance receivables at April 30, 2003. The amount
that the Company can borrow under the securitization facility is limited to
94% of securitized receivables.
Bank Borrowings
At April 30, 2003, the Company had $400,000 of committed unsecured
revolving credit facilities with various banks expiring as follows: $265,000
within one year and $135,000 on various dates from August 2004 through April
2006. Borrowings under these facilities generally mature between one and
ninety days and bear interest based on domestic money market rates or LIBOR.
Subordinated Debt
In July 2002, the Company called its 4.5% convertible subordinated notes
due May 2005 for redemption. The redemption was completed in August 2002;
$56,223 of the notes were redeemed for cash and $34,965 of the notes were
10
converted into 1,159,000 shares of the Company's common stock at the stated
conversion price of $30.15625 per share. The Company paid a $1,085
prepayment premium equal to 1.93% of the principal amount of the notes
redeemed for cash. The premium, combined with the expensing of unamortized
deferred debt issuance costs (which were being amortized over the term of the
notes), resulted in a $1,737 pre-tax loss.
In October 2002, the Company redeemed for cash its 8.0% subordinated
debentures due in March 2003 for their principal amount.
Other
The debt agreements of the Company's major operating subsidiary contain
certain restrictive covenants including limitations on the subsidiary's
indebtedness, encumbrances, investments, dividends and other distributions to
the Company, sales of assets, mergers and other business combinations,
capital expenditures, interest coverage and net worth. None of the debt
agreements contain a material adverse change clause. Based on the minimum
net worth requirements of these agreements, the amount of equity that the
Company could distribute was indirectly limited to $151,600 at April 30,
2003.
Long-term senior debt comprised the following:
=====================================================================
April 30, July 31,
2003 2002
=====================================================================
Term notes $420,000 $277,000
Bank borrowings and commercial paper
supported by bank credit facilities
expiring after April 30, 2004 and
July 31, 2003, respectively 129,769 185,000
Asset securitization financings 150,063 115,841
---------------------------------------------------------------------
Total long-term senior debt $699,832 $577,841
=====================================================================
NOTE 4 - DERIVATIVES
In April 2003, the Company entered into an interest rate swap agreement
with a notional amount of $12,500 as a fair value hedge of the $12,500 of
seven-year fixed rate term notes issued in April 2003. Under the terms of
the swap, the Company will receive a fixed rate equal to the rate of the
hedged debt and will pay a floating rate indexed to six-month LIBOR on the
notional amount. The swap expires on the notes' maturity date. The swap
effectively converted the fixed rate notes to a floating rate and was
structured to allow the use of the "short-cut" method of measuring hedge
effectiveness as defined in SFAS No. 133. As a result, there is no hedge
ineffectiveness from the swap.
NOTE 5 - EARNINGS PER COMMON SHARE
Earnings per common share ("EPS") was calculated as follows (in
thousands, except per share amounts):
=====================================================================
Three months ended Nine months ended
April 30, April 30,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Net earnings (used for basic
EPS) $6,585 $9,406 $23,178 $27,460
Effect of convertible securities -- 710 115 2,168
---------------------------------------------------------------------
Adjusted net earnings (used for
diluted EPS) $6,585 $10,116 $23,293 $29,628
=====================================================================
Weighted average common shares
outstanding (used for basic
EPS) 18,061 16,674 17,935 16,610
Effect of dilutive securities:
Stock options 71 489 257 419
Restricted stock 3 -- 41 --
Convertible notes -- 3,024 166 3,024
---------------------------------------------------------------------
Adjusted weighted average common
shares and assumed conversions
(used for diluted EPS) 18,135 20,187 18,399 20,053
=====================================================================
Net earnings per common share:
Diluted $0.36 $0.50 $1.27 $1.48
=====================================================================
Basic $0.36 $0.56 $1.29 $1.65
=====================================================================
11
NOTE 6 - STOCKHOLDERS' EQUITY
In March 2003, the Company received 12,000 shares of its common stock at
an average market price of $18.72 per share from certain of its officers to
satisfy their minimum income tax withholding requirements resulting from the
vesting of their restricted stock. These shares are included in the 149,000
shares held in treasury at April 30, 2003.
PART I
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make judgments, assumptions, and estimates that affect
the amounts reported in the Consolidated Financial Statements and
accompanying notes. Note 1 to the Consolidated Financial Statements in the
Annual Report on Form 10-K for the fiscal year ended July 31, 2002 and Note 1
herein describe the significant accounting policies and methods used in the
preparation of the Consolidated Financial Statements. Estimates are used
for, but not limited to, the accounting for the allowance for possible losses
on finance receivables, impairments of finance receivables, assets received
to satisfy receivables and residual values on direct financing leases. The
following critical accounting policies are impacted significantly by
judgments, assumptions, and estimates used in the preparation of the
Consolidated Financial Statements.
The allowance for possible losses on finance receivables is estimated by
management based on total finance receivables, credit losses incurred, the
level of non-accrual/delinquent finance receivables and management's current
assessments of the risks inherent in the Company's finance receivables from
national and regional economic conditions, industry conditions,
concentrations, the financial condition of counterparties (includes the
obligor/lessee and other parties the Company may have recourse to such as
equipment vendors/manufacturers and owners/affiliates of the obligor/lessee),
equipment collateral values and other factors. Changes in the level of the
allowance may be necessary based on unexpected changes in these factors.
Impaired finance receivables are written-down to the current estimated
fair value of the underlying collateral. Assets received to satisfy
receivables are written-down to their current estimated fair value less
selling costs. Management estimates these amounts based on the prevailing
market value and condition of the collateral. Adverse changes in the
collateral's market value and condition would cause the Company to incur
additional write-downs.
The Company records residual values on its direct financing leases at
the lowest of (i) any stated purchase option, (ii) the present value at the
end of the initial lease term of rentals due under any renewal options or
(iii) the estimated fair value of the equipment at the end of the lease. The
Company may not be able to realize the full amount of the estimated residual
value recorded due to subsequent adverse changes in equipment values which
would cause the Company to incur a write-down.
RESULTS OF OPERATIONS
Comparison of three months ended April 30, 2003 to three months ended
April 30, 2002
------------------------------------------------------------------------------
Net earnings decreased by 30% to $6.6 million in the third quarter of
fiscal 2003 from $9.4 million in the third quarter of fiscal 2002. The
decrease was due to (i) the provision for higher credit losses, increased
legal and other costs and lower finance income resulting from higher non-
performing assets and (ii) the effects of continued low market interest
rates. These factors were partially offset by decreased salary expense and
the reduction of interest expense from the conversion of $35.0 million of
debt into equity.
Finance income decreased by 10% to $30.7 million in the third quarter of
fiscal 2003 from $34.2 million in the third quarter of fiscal 2002. The
decrease resulted from (i) the lower net yield of finance receivables from
continued low market interest rates and (ii) to a lesser extent, the increase
in non-accrual finance receivables. These factors were slightly offset by
12
the less than 1% ($6 million) increase in average finance receivables
outstanding to $1.413 billion in the third quarter of fiscal 2003 from $1.407
billion in the third quarter of fiscal 2002.
Interest expense, incurred on borrowings used to fund finance
receivables, decreased by 16% to $10.0 million in the third quarter of fiscal
2003 from $11.9 million in the third quarter of fiscal 2002. The decrease
resulted from lower average market interest rates, the August 2002
conversion/redemption of debt, and to a lesser extent, a lower weighted
average rate on the Company's fixed rate term debt. These factors were
slightly offset by the less than 1% ($8 million) increase in average debt
outstanding (excluding the conversion of $35.0 million of debt into equity).
Net finance income before provision for possible losses on finance
receivables decreased by 7% to $20.7 million in the third quarter of fiscal
2003 from $22.3 million in the third quarter of fiscal 2002. Net finance
income before provision for possible losses expressed as a percentage of
average finance receivables outstanding ("net interest margin") decreased to
6.0% in the third quarter of fiscal 2003 from 6.5% in the third quarter of
fiscal 2002. The decrease resulted from the effects of continued low market
interest rates and the increase in non-accrual finance receivables, which
were partially offset by the effect of the decrease in the Company's leverage
to 3.4 at April 30, 2003 from 4.6 at April 30, 2002.
The provision for possible losses on finance receivables increased to
$4.1 million in the third quarter of fiscal 2003 from $1.4 million in the
third quarter of fiscal 2002 due to higher net credit losses (write-downs of
receivables less subsequent recoveries). The increase in net credit losses
resulted from higher amounts of non-performing assets, declining equipment
values, a weak resale market and general economic conditions. The provision
for possible losses is determined by the amount required to increase the
allowance for possible losses to a level considered appropriate by
management. Management estimated the allowance based on various factors as
described in the Critical Accounting Policies section herein.
Salaries and other expenses increased by 7% to $5.8 million in the third
quarter of fiscal 2003 from $5.4 million in the third quarter of fiscal 2002.
The increase resulted from increased legal and other costs associated with
non-performing assets and, to a lesser extent, increases in the costs of
being a public company (includes internal and external audit costs, legal
fees and insurance). These factors were partially offset by the decrease in
salary expense due to work force reductions and the decrease in the bonus
component of the CEO's compensation. Salaries and other expenses expressed
as a percentage of average finance receivables outstanding ("expense ratio")
increased to 1.7% in the third quarter of fiscal 2003 from 1.6% in the third
quarter of fiscal 2002 resulting from the increase in expenses.
Diluted earnings per share decreased by 28% to $0.36 per share in the
third quarter of fiscal 2003 from $0.50 per share in the third quarter of
fiscal 2002, and basic earnings per share decreased by 35% to $0.36 per share
in the third quarter of fiscal 2003 from $0.56 per share in the third quarter
of fiscal 2002. The percentage decrease in diluted earnings per share was
lower than the percentage decrease in net earnings primarily due to the
decrease in the number of dilutive shares outstanding from the August 2002
redemption of convertible debt. The percentage decrease in basic earnings
per share was higher than the percentage decrease in net earnings primarily
due to the issuance of 1.16 million shares of common stock from the August
2002 conversion of $35.0 million of debt.
Comparison of nine months ended April 30, 2003 to nine months ended
April 30, 2002
-------------------------------------------------------------------------------
Net earnings decreased by 16% to $23.2 million in the first nine months
of fiscal 2003 from $27.5 million in the first nine months of fiscal 2002.
Excluding the $1.7 million loss on the redemption of the Company's
convertible debt in fiscal 2003 ($1.1 million after-tax), net earnings
decreased by 11% to $24.3 million in the first nine months of fiscal 2003.
The decrease was due to (i) the provision for higher credit losses, increased
legal and other costs and lower finance income resulting from higher non-
performing assets, (ii) the effects of continued low market interest rates
and, to a lesser extent, (iii) increases in the costs of being a public
company. These factors were partially offset by higher average finance
receivables and the reduction of interest expense resulting from the
conversion of $35.0 million of debt into equity.
Finance income decreased by 4% to $98.9 million in the first nine months
of fiscal 2003 from $103.4 million in the first nine months of fiscal 2002.
The decrease resulted from (i) the lower net yield of finance receivables
resulting from continued low market interest rates and (ii) the increase in
non-accrual finance receivables. These factors were partially offset by the
5% ($63 million) increase in average finance receivables outstanding to
$1.429 billion in the first nine months of fiscal 2003 from $1.366 billion in
the first nine months of fiscal 2002.
Interest expense decreased by 12% to $33.7 million in the first nine
months of fiscal 2003 from $38.5 million in the first nine months of fiscal
2002. The decrease resulted from lower average market interest rates and the
13
August 2002 conversion/redemption of debt, which were partially offset by the
5% ($53 million) increase in average debt outstanding (excluding the
conversion of $35.0 million of debt into equity).
Net finance income before provision for possible losses on finance
receivables increased by less than 1% to $65.2 million in the first nine
months of fiscal 2003 from $64.9 million in the first nine months of fiscal
2002. Net interest margin decreased to 6.1% in the first nine months of
fiscal 2003 from 6.4% in the first nine months of fiscal 2002. The decrease
resulted from the effects of continued low market interest rates and the
increase in non-accrual finance receivables, which were partially offset by
the effect of the decrease in the Company's leverage.
The provision for possible losses on finance receivables increased to
$7.9 million in the first nine months of fiscal 2003 from $4.0 million in the
first nine months of fiscal 2002 due to higher net credit losses. The
increase in net credit losses resulted from higher amounts of non-performing
assets, declining equipment values, a weak resale market and general economic
conditions.
Salaries and other expenses increased by 11% to $17.3 million in the
first nine months of fiscal 2003 from $15.6 million in the first nine months
of fiscal 2002. The increase resulted from increased legal and other costs
associated with non-performing assets and, to a lesser extent, increases in
the costs of being a public company. Salary expense was the same since
salary increases were offset by work force reductions. The expense ratio
increased to 1.6% in the first nine months of fiscal 2003 from 1.5% in the
first nine months of fiscal 2002. The increase resulted from the increase in
expenses, partially offset by the increase in average finance receivables
outstanding.
Diluted earnings per share decreased by 14% to $1.27 per share in the
first nine months of fiscal 2003 from $1.48 per share in the first nine
months of fiscal 2002, and basic earnings per share decreased by 22% to $1.29
per share in the first nine months of fiscal 2003 from $1.65 per share in the
first nine months of fiscal 2002. The percentage decrease in diluted
earnings per share was lower than the percentage decrease in net earnings
primarily due to the decrease in the number of dilutive shares outstanding
from the August 2002 redemption of convertible debt. The percentage decrease
in basic earnings per share was higher than the percentage decrease in net
earnings primarily due to the issuance of 1.16 million shares of common stock
from the August 2002 conversion of $35.0 million of debt. Diluted and basic
earnings per share for the first nine months of fiscal 2003, excluding the
after-tax loss on redemption of convertible debt, were $1.33 and $1.36,
respectively.
The amounts of net earnings, diluted earnings per share and basic
earnings per share excluding the $1.1 million after-tax loss on the
redemption of the Company's convertible debt are considered non-GAAP
financial measures. The Company's management believes that these amounts
would be useful to investors in comparing the Company's current operating
performance to past and future fiscal periods. The excluded loss was a
result of the Company calling its 4.5% convertible subordinated notes for
redemption. The notes were called to eliminate their dilutive effect. This
was a one-time, non-recurring event.
RECEIVABLE PORTFOLIO AND ASSET QUALITY
Finance receivables outstanding decreased by 2% ($34.0 million) to
$1.403 billion at April 30, 2003 from $1.437 billion at July 31, 2002.
Finance receivables comprise installment sale agreements and secured loans
(collectively referred to as "loans") and investments in direct financing
leases. At April 30, 2003, loans were 81% ($1.133 billion) of finance
receivables, and leases were 19% ($269.3 million) of finance receivables.
Finance receivables originated in the third quarter of fiscal 2003 and
2002 were $158 million and $208 million, respectively, and finance
receivables originated in the first nine months of fiscal 2003 and 2002 were
$497 million and $605 million, respectively. Finance receivables collected
in the third quarter of fiscal 2003 and 2002 were $167 million and $168
million, respectively, and finance receivables collected in the first nine
months of fiscal 2003 and 2002 were $507 million and $494 million,
respectively. Originations decreased due to weak demand for equipment
financing caused by general economic conditions.
The Company's underwriting policies and procedures require obtaining a
first lien on equipment financed or ownership of equipment leased. The
equipment financed/leased by the Company generally possesses certain
characteristics that can mitigate losses. The equipment collateral typically
has an economic life exceeding the term of the transaction, historically low
levels of technological obsolescence, use in multiple industries, ease of
access and transporting, and a broad, established resale market. The Company
also does not finance/lease aircraft and railcars, computer related
14
equipment, fixtures and telecommunications equipment. The Company's finance
receivables are concentrated in four industries as follows: construction
related - 38%, road transportation - 32%, waste services - 14% and
manufacturing - 12%.
The Company has an allowance for possible losses on finance receivables
on its balance sheet. The purpose of the allowance is to account for any
losses that have been incurred at the balance sheet date. Losses are
recorded when management has reason to expect that all amounts contractually
due on impaired finance receivables will not be collected from the
combination of the obligor/lessee, any guarantor and the sale of any
collateral repossessed by the Company.
The allowance for possible losses decreased to $23.6 million at April
30, 2003 from $24.2 million at July 31, 2002 and resulted from the decreases
in total, non-accrual and delinquent finance receivables. The allowance
level was 1.68% of finance receivables at April 30, 2003 and at July 31,
2002. Management periodically reviews the allowance to determine that its
level is appropriate.
Net credit losses increased to $4.2 million in the third quarter of
fiscal 2003 from $841,000 in the third quarter of fiscal 2002. Net credit
losses, expressed as a percentage of average finance receivables outstanding
("loss ratio"), increased to 1.18% in the third quarter of fiscal 2003 from
0.24% in the third quarter of fiscal 2002. Net credit losses increased to
$8.4 million in the first nine months of fiscal 2003 from $2.4 million in the
first nine months of fiscal 2002. The loss ratio increased to 0.79% in the
first nine months of fiscal 2003 from 0.23% in the first nine months of
fiscal 2002. Net credit losses have been increasing primarily due to the
increased amount of non-performing assets, declining equipment values, a weak
resale market and general economic conditions.
Effective August 1, 2002, the Company accelerated the non-accrual
classification of finance receivables. Finance receivables with a
contractual payment 90 days or more past due are classified as non-accrual;
the prior threshold was 120 days. This change did not have a significant
impact on the Company's operations. In addition, the Company has
reclassified assets received to satisfy finance receivables (repossessed
equipment) from finance receivables to other assets. The Company made these
changes to conform to industry practice. The amounts of non-accrual finance
receivables and repossessed equipment for the previous five fiscal quarters
are presented below (in millions):
=============================================================================
4/30/2003 1/31/2003 10/31/2002 7/31/2002 4/30/2002
=============================================================================
Non-accrual finance
receivables* $44.5 $46.7 $36.7 $29.4 $27.7
Repossessed equipment 28.7 33.1 23.4 23.8 21.8
-----------------------------------------------------------------------------
Total non-performing
assets $73.2 $79.8 $60.1 $53.2 $49.5
=============================================================================
Percentage of total
finance receivables 5.2% 5.6% 4.2% 3.7% 3.5%
=============================================================================
* includes $5.3 million (0.4% of total receivables), $8.4 million (0.6%
of total receivables) and $3.1 million (0.2% of total receivables) at
April 30, 2003, January 31, 2003 and October 31, 2002, respectively
arising from the acceleration of the non-accrual classification of
finance receivables from 120 to 90 days
Delinquent finance receivables (transactions with a contractual payment
60 or more days past due) were $29.8 million (2.1% of total finance
receivables) at April 30, 2003 compared to $32.4 million (2.3% of total
finance receivables) at July 31, 2002 and $42.3 million (3.0% of total
finance receivables) at April 30, 2002. Approximately half of the Company's
non-accrual finance receivables at April 30, 2003 were not delinquent.
The Company's asset quality statistics in the third quarter of fiscal
2003 reflect continued weak economic and industry conditions as well as the
uncertainty caused by the war. These factors have increased the possibility
that customers will pay late, stop paying, declare bankruptcy or liquidate
their businesses and also caused equipment values to decline. A continuation
of these conditions could result in higher net credit losses and non-
performing assets. Increases in net credit losses would have a negative
effect on earnings through additional increases in the provision for possible
losses and increases in non-performing assets would have a negative effect on
earnings by reducing finance income and increasing credit losses. Although
net credit losses have been increasing and may continue to increase, the
current and expected levels are within current and historical industry
experience.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations and growth are dependent upon the continued
availability of funds to originate or acquire finance receivables, to
purchase portfolios of finance receivables and to repay maturing debt. The
Company may obtain funds from many sources, including operating cash flow,
private and public issuances of term debt, conduit and term securitizations
15
of finance receivables, borrowings under committed unsecured revolving credit
facilities, dealer placed and directly issued commercial paper and sales of
common and preferred equity. Management believes that the Company's sources
of liquidity are well diversified. The Company is not dependent on any
single funding source or on any single credit provider. Management believes,
but cannot assure, that sufficient liquidity is available to the Company to
support its future operations and growth.
The Company's senior term notes are rated "BBB" by Fitch, Inc. ("Fitch")
and the Company's commercial paper is rated "F-2" by Fitch. The Company's
access to capital markets at competitive rates is partly dependent on these
credit ratings. Fitch last reported that its ratings outlook for the Company
is stable. The debt agreements of the Company's major operating subsidiary
contain certain restrictive covenants including limitations on the
subsidiary's indebtedness, encumbrances, investments, dividends and other
distributions to the Company, sales of assets, mergers and other business
combinations, capital expenditures, interest coverage and net worth. None of
the debt agreements contain a material adverse change clause. Based on the
minimum net worth requirements of these agreements, the amount of equity that
the Company could distribute was indirectly limited to $151.6 million at
April 30, 2003.
Total debt decreased by 6% ($69.1 million) to $1.055 billion at April
30, 2003 from $1.124 billion at July 31, 2002 and stockholders' equity
increased by 25% ($61.4 million) to $310.0 million at April 30, 2003 from
$248.6 million at July 31, 2002. As a result, leverage (debt-to-equity
ratio) decreased to 3.4 at April 30, 2003 from 4.5 at July 31, 2002. The
decrease in debt and the increase in equity were primarily due to the
conversion of $35.0 million of debt into equity in August 2002 and net
earnings of $23.2 million in the first nine months of fiscal 2003.
Debt comprised the following (in millions):
=====================================================================
April 30, 2003 July 31, 2002
Amount Percent Amount Percent
=====================================================================
Senior term notes $ 600.0 57% $ 510.0 46%
Asset securitization
financings 325.0 31 225.0 20
Commercial paper 121.8 11 227.2 20
Borrowings under bank
credit facilities 8.0 1 68.2 6
Subordinated debt -- -- 93.5 8
---------------------------------------------------------------------
Total debt $1,054.8 100% $1,123.9 100%
=====================================================================
Senior Term Notes
In April 2003, the Company issued $200.0 million of unsecured senior
term notes to thirteen insurance companies. The Company received $115.0
million in April 2003 and chose to delay funding on the remaining $85.0
million until June 2003 to more closely match the maturities of existing term
debt. The Company used the proceeds to repay borrowings under bank credit
facilities, commercial paper and maturing term debt. The debt issuance
includes $112.0 million of fixed rate notes and $88.0 million of floating
rate notes due at maturity as follows: $155.0 million in April and June 2008
and $45.0 million in April and June 2010.
In August 2002, the Company received the remaining $100.0 million of its
July 2002 $200.0 million debt issuance of fixed and floating rate unsecured
senior term notes and used the proceeds to repay borrowings under bank credit
facilities and commercial paper.
In the first nine months of fiscal 2003, the Company repaid $115.0
million of unsecured senior term notes at maturity with proceeds from
borrowings under bank credit facilities. The Company also prepaid a 6.4%
$10.0 million unsecured senior term note at principal with proceeds from
borrowings under bank credit facilities.
At April 30, 2003, the $600.0 million of senior term notes comprised
$555.0 million of private placements and medium term notes with insurance
companies and $45.0 million of bank term loans.
Bank Credit Facilities
At April 30, 2003, the Company had $400.0 million of committed unsecured
revolving credit facilities from twelve banks (a $25.0 million decrease from
July 31, 2002). This includes $205.0 million of facilities with original
terms ranging from two to five years and $195.0 million of facilities with an
original term of one year. At April 30, 2003, $8.0 million was outstanding
under the multi-year facilities, maturing between one and ninety days.
16
These facilities provide the Company with a dependable, low-cost source
of funds and support for its commercial paper program. The Company can
borrow the full amount under each facility. None of the facilities are for
commercial paper back-up only. These facilities may or may not be renewed
upon expiration.
Commercial Paper
The Company issues commercial paper directly and through a $350.0
million program. The Company's commercial paper is unsecured and matures
within 270 days. The Company has not obtained commitments from any purchaser
of its commercial paper for additional or future purchases. Increases in
commercial paper are generally offset by decreases in bank and other
borrowings, and vice versa. The Company's current policy is to maintain
committed revolving credit facilities from banks so that the aggregate amount
available there under exceeds commercial paper outstanding.
Asset Securitization Financings
In August 2002, the Company obtained $100.0 million from a third
transaction under its asset securitization facility established in July 2001.
The Company used the proceeds to repay borrowings under bank credit
facilities and commercial paper. The Company structured the terms of the
facility so that any securitization proceeds would be classified as debt and
not as sales of receivables for financial reporting purposes. Therefore, the
Company has not recorded any gains on sales of securitized receivables. At
April 30, 2003, the Company had $325.0 million of asset securitization
financings accounted for as secured borrowings included in senior debt on its
April 30, 2003 Consolidated Balance Sheet.
Borrowings under the securitization facility are limited to a minimum
level of securitized receivables. When borrowings exceed the minimum level,
the Company can repay the excess or securitize more receivables. The Company
can securitize more receivables during the term of the facility. The
facility expires March 27, 2004. The Company currently intends to renew the
facility for another year. Upon the expiration of the facility, the Company
can repay borrowings outstanding or convert them into term debt. The term
debt would be repaid monthly in amounts equal to the collections of
securitized receivables. Currently, the Company would exercise the
conversion option if the facility was not renewed. Based on the contractual
payments of the $412.7 million of securitized receivables at April 30, 2003,
the term debt would be fully repaid by May 2005.
The unsecured senior debt agreements of the Company's major operating
subsidiary limit the amount of finance receivables that the subsidiary can
securitize to 40% of its finance receivables outstanding, approximately
$557.0 million at April 30, 2003. Therefore, the Company could securitize an
additional $144.3 million of finance receivables at April 30, 2003. The
amount that the Company can borrow under the securitization facility is
limited to 94% of securitized receivables.
Convertible Notes
In July 2002, the Company called its 4.5% convertible subordinated notes
due in May 2005 for redemption. The redemption was completed in August 2002;
$56.2 million of the notes were redeemed for cash and $35.0 million of the
notes were converted into 1.16 million shares of the Company's common stock
at the stated conversion price of $30.15625 per share. The Company called
the notes because they were an expensive form of financing considering their
dilution and their cost relative to current market interest rates. The
Company also had the resources to do so from the July 2002 $200 million debt
issuance and the August 2002 $100.0 million asset securitization financing.
The Company paid a $1.1 million prepayment premium equal to 1.93% of the
principal amount of the notes redeemed for cash.
MARKET INTEREST RATE RISK AND SENSITIVITY
The Company's earnings are sensitive to fluctuations in market interest
rates (includes LIBOR, rates on U.S. Treasury securities, money market rates
and the prime rate). Changes in these rates affect the Company's finance
income and interest expense. Generally, based on the current mix of fixed
rate and floating rate finance receivables and debt, increases in rates would
have a negative impact on earnings, and decreases in rates would have a
positive impact on earnings because the Company has more floating rate and
short-term debt than fixed rate term debt, and more fixed rate finance
receivables than floating rate finance receivables. As a result, if market
interest rates rise, the Company's borrowing costs would increase faster than
the yield on its finance receivables. Conversely, if market interest rates
decline, the Company's borrowing costs would decrease faster than the yield
on its finance receivables. These effects would diminish over time. In
addition, since the Company's interest earning assets exceed its interest
bearing liabilities, eventually, lower market interest rates would reduce net
earnings and higher rates would increase net earnings. These broad
statements do not take into account the effects of economic and other
conditions that could accompany interest rate fluctuations.
17
The net yield of finance receivables less the weighted average cost of
borrowed funds represents the net interest spread, an important measure of a
finance company's profitability. The net interest spread for the third
quarter and first nine months of fiscal 2003 and 2002 follow:
=====================================================================
Three months ended Nine months ended
April 30, April 30,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Net yield of finance
receivables 8.9% 10.0% 9.3% 10.1%
Weighted average cost of
borrowed funds 3.9 4.5 4.2 4.9
---------------------------------------------------------------------
Net interest spread 5.0% 5.5% 5.1% 5.2%
=====================================================================
The effect of continued low market interest rates started to reduce the
Company's net interest spread in the second quarter of fiscal 2003. This is
expected to continue since the net yield of finance receivables will decline
(as new finance receivables are booked at rates that are lower than the rates
on finance receivables collected) more than the Company's cost of funds
further reducing the Company's net interest spread.
The Company monitors and manages its exposure to market interest rate
fluctuations through risk management procedures that include using certain
derivative financial instruments and changing the proportion of its fixed
rate term debt versus its floating rate and short term debt. The Company may
use derivatives to hedge its exposure to interest rate risk on certain debt
obligations. The Company does not use derivatives for speculation and the
Company does not trade derivatives.
In April 2003, the Company entered into an interest rate swap agreement
with a notional amount of $12.5 million as a fair value hedge of its 4.96%
$12.5 million seven-year fixed rate term notes issued in April 2003. Under
the terms of the swap, the Company will receive a fixed rate equal to the
rate of the hedged debt and will pay a floating rate indexed to six-month
LIBOR (2.42% at April 30, 2003) on the notional amount. The swap expires on
the notes' maturity date. The swap effectively converted the fixed rate
notes to a floating rate. The Company may swap all or a portion of the $50.0
million of fixed rate term notes remaining to be funded under the April 2003
debt issue when the proceeds are received in June 2003.
At April 30, 2003, $1.311 billion (93%) of finance receivables were
fixed rate and $91.9 million (7%) were indexed to the prime rate. Finance
receivables provide for monthly payments for periods of two to five years.
The Company experiences some prepayments that accelerate the scheduled
maturities of finance receivables. At April 30, 2003, $450.0 million of
fixed rate finance receivables are scheduled to mature within one year and
the weighted average remaining maturity of fixed rate finance receivables is
approximately two years.
Fixed rate term debt of $427.0 million and stockholders' equity of
$310.0 million totaled $737.0 million at April 30, 2003. Since fixed rate
finance receivables exceeds this amount significantly, the net interest
spread would be affected by fluctuations in market interest rates. The
Company does not match the maturities of its debt to its finance receivables.
Management periodically calculates the effect on net earnings of a
hypothetical, immediate 100 basis point (1.0%) increase in market interest
rates. At April 30, 2003, such a hypothetical adverse change in rates would
reduce quarterly net earnings by approximately $600,000. Actual future
changes in market interest rates may differ materially and their effect on
net earnings may also differ materially due to changes in finance receivable
and debt repricing structures. In addition, any other factors that may
accompany an actual immediate 100 basis point increase in market interest
rates were not considered in the calculation.
NEW ACCOUNTING STANDARDS
On August 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," required debt
extinguishment gains and losses to be classified as an extraordinary item.
Due to the rescission of SFAS No. 4, the $1.7 million loss the Company
incurred on its August 2002 convertible debt redemption was reported as a
separate item included in operating earnings instead of an extraordinary item
net of income taxes.
18
In November 2002, the FASB issued Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires a
guarantor to record a liability for the fair value of its guarantees when
issued and disclose them in detail in its interim and annual financial
statements. The disclosure requirements are effective for financial
statements of periods ending after December 15, 2002. The recognition and
measurement provisions are applicable prospectively to guarantees issued or
modified after December 31, 2002. The Company generally does not issue
guarantees and did not have any material guarantees at April 30, 2003.
Therefore, FIN No. 45 is not expected to have a material impact on the
Company's results of operations, financial position or cash flows.
In December 2002, the Financial Accounting Standards Board issued SFAS
No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure." SFAS No. 148 provides alternative methods of transition for a
voluntary change to expense stock-based employee compensation and requires
prominent disclosures in annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The required disclosures appear in Note
1, Summary of Significant Accounting Policies, of the Notes to Consolidated
Financial Statements included in this Form 10-Q. The Company does not
currently plan to make a voluntary change to record expense for stock
options.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities--an interpretation of ARB No. 51." Variable
interest entities often are created for a single specified purpose, for
example, to facilitate securitization, leasing, hedging, research and
development, reinsurance or other transactions or arrangements. FIN No. 46
requires certain variable interest entities to be consolidated by the primary
beneficiary (the business enterprise that will absorb a majority of the
expected losses or receive a majority of the expected residual returns of the
variable interest entity). FIN No. 46 applies to variable interest entities
created or acquired after January 31, 2003. For variable interest entities
created or acquired on or prior to January 31, 2003, the Company is required
to apply FIN No. 46 no later than August 1, 2003. The Company has one
variable interest entity (a special purpose entity that it established for
its asset securitization facility). This entity is already fully
consolidated under current accounting rules and will continue to be fully
consolidated under FIN No. 46. The Company does not expect the adoption of
FIN No. 46 will have a material impact on its results of operations or
financial position.
FORWARD-LOOKING STATEMENTS
Certain statements in this document may include the words or phrases
"can be," "expects," "plans," "may," "may affect," "may depend," "believe,"
"estimate," "intend," "could," "should," "would," "if" and similar words and
phrases that 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. Forward-looking statements are subject to various
known and unknown risks and uncertainties and the Company cautions that any
forward-looking information provided by or on its behalf is not a guarantee
of future performance. The Company's actual results could differ materially
from those anticipated by such forward-looking statements due to a number of
factors, some beyond the Company's control, including, without limitation,
(i) the ability to obtain funding on acceptable terms, (ii) changes in the
risks inherent in the Company's receivables portfolio and the adequacy of the
Company's reserves, (iii) changes in market interest rates, (iv) changes in
economic, financial and market conditions, (v) changes in competitive
conditions and (vi) the loss of key executives or personnel. Forward-looking
statements apply only as of the date made and the Company is not required to
update forward-looking statements for subsequent or unanticipated events or
circumstances.
Item 4. CONTROLS AND PROCEDURES
a. Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer and Chief Financial Officer have conducted an
evaluation of the Company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act
of 1934) within 90 days of the date of this report and each has
concluded that such disclosure controls and procedures were effective as
of such date to ensure that information required to be disclosed in the
Company's reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
b. Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
19
PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Page No.
Exhibit No. Description of Exhibit
-----------------------------------------------------------------------
3.1 (a) Articles of Incorporation of the Registrant
3.2 (a) By-laws of the Registrant
3.3 (a) Form of Restated and Amended By-laws of the Registrant
3.4 (f) Certificate of Amendment of Articles of Incorporation dated
December 9, 1998
3.5 (f) Restated By-laws of the Registrant as amended through
December 30, 1998
3.6 (g) Restated By-laws of the Registrant as amended through March 7,
2000
4.8 (c) Indenture dated January 14, 1998 for Financial Federal Credit
Inc.'s Rule 144A Medium Term Note Program
4.12 (d) Specimen Common Stock Certificate
4.13 (h) Indenture dated September 20, 2000 for Financial Federal
Credit Inc.'s $200 million Rule 144A Medium Term Note program
10.8 (a) Form of Commercial Paper Note issued by the Registrant
10.9 (a) Form of Commercial Paper Note issued by Financial Federal
Credit Inc.
10.10 (a) Stock Option Plan of the Registrant and forms of related stock
option agreements
10.21 (b) Form of Commercial Paper Dealer Agreement of Financial Federal
Credit Inc.
10.22 (b) Form of Deferred Compensation Agreement with certain officers
as filed under the Top Hat Plan with the Department of Labor
10.25 (e) Amended and Restated 1998 Stock Option/Restricted Stock Plan
of the Registrant
10.26 (g) Deferred Compensation Agreement dated March 7, 2000 between
the Registrant and Clarence Y. Palitz, Jr.
10.27 (h) 2001 Management Incentive Plan for the Chief Executive Officer
of the Registrant
10.28 (h) Form of Restricted Stock Agreement dated February 27, 2001
between the Registrant and its Chief Executive Officer
10.29 (h) Form of Restricted Stock Agreement dated February 27, 2001
between the Registrant and senior officers
10.30 (i) Form of Restricted Stock Agreement dated March 1, 2002 between
the Registrant and its Chief Executive Officer
10.31 (i) Form of Restricted Stock Agreement dated March 1, 2002 between
the Registrant and senior officers
10.32 (j) Supplemental Retirement Benefit dated June 4, 2002 between the
Registrant and its Chief Executive Officer
10.33 (k) Agreement to defer vested restricted stock dated February 26,
2003 between the Registrant and its Chief Executive Officer
10.34 (k) Agreement to defer vested restricted stock dated February 26,
2003 between the Registrant and its Chief Executive Officer
99.1 * Certification of Principal Executive Officer pursuant to 18
U.S.C. Section 1350, dated June 10, 2003
99.2 * Certification of Principal Financial Officer pursuant to 18
U.S.C. Section 1350, dated June 10, 2003
____________
* filed herewith
Previously filed with the Securities and Exchange Commission as an exhibit to:
(a) the Company's Registration Statement on Form S-1 (Registration No.
33-46662).
(b) the Company's Form 10-K for the fiscal year ended July 31, 1996.
(c) one of the Company's Forms 10-Q for the fiscal year ended July 31, 1998.
(d) the Company's Registration Statement on Form S-3 (Registration No.
333-56651).
(e) the Company's Registration Statement on Form S-8 (Registration No.
333-50962).
(f) one of the Company's Forms 10-Q for the fiscal year ended July 31, 1999.
(g) one of the Company's Forms 10-Q for the fiscal year ended July 31, 2000.
20
(h) one of the Company's Forms 10-Q for the fiscal year ended July 31, 2001.
(i) one of the Company's Forms 10-Q for the fiscal year ended July 31, 2002.
(j) the Company's Form 10-K for the fiscal year ended July 31, 2002.
(k) the Company's Form 10-Q for the quarter ended January 31, 2003.
(b) Reports on Form 8-K:
The Company filed on a report on Form 8-K dated February 5, 2003
reporting, under Item 5, the announcement of Michael C. Palitz
resigning as Executive Vice President and Treasurer.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
------------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Hamm
------------------------------
Vice President and Controller
(Principal Accounting Officer)
June 10, 2003
--------------
(Date)
22
CERTIFICATIONS
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Paul R. Sinsheimer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Financial Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: June 10, 2003
--------------
/s/ Paul R. Sinsheimer
-------------------------------------
Paul R. Sinsheimer
Chief Executive Officer and President
23
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Steven F. Groth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Financial Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: June 10, 2003
--------------
/s/ Steven F. Groth
--------------------------------
Steven F. Groth
Chief Financial Officer and
Senior Vice President
24