<PAGE> 1
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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 SEPTEMBER 30, 1997
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
0-22525
FIRST SIERRA FINANCIAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 76-0438432
(State of incorporation) (I.R.S. Employer
Identification No.)
TEXAS COMMERCE TOWER, SUITE 7050 77002
600 TRAVIS STREET (Zip Code)
Houston, Texas
(Address of principal executive offices)
(713) 221-8822
(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 [ ]
The number of shares outstanding of the registrant's Common Stock, $.01 par
value, at December 10, 1997 was 9,066,443.
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<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
FIRST SIERRA FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
DECEMBER 31, SEPTEMBER 30,
1996 1997
------- -------
(UNAUDITED)
<S> <C> <C>
Lease financing receivables, net ................................ $61,270 $37,467
Goodwill and other intangible assets, net ....................... 3,615 17,461
Investment in trust certificates ................................ 9,534 9,773
Cash and cash equivalents ....................................... 2,598 7,118
Marketable security ............................................. -- 4,053
Furniture and equipment, net .................................... 1,049 3,033
Other assets .................................................... 1,276 2,067
------- -------
Total assets .......................................... $79,342 $80,972
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Debt:
Warehouse credit facilities ................................... $52,380 $21,706
Subordinated note payable ..................................... 9,000 1,000
Other liabilities:
Holdback reserve payable ...................................... 6,523 9,534
Accounts payable and accrued liabilities ...................... 3,929 9,834
Deferred income taxes ......................................... 1,366 3,412
------- -------
Total liabilities ..................................... 73,198 45,486
------- -------
Commitments and contingencies
Redeemable preferred stock ...................................... 3,890 3,890
Stockholders' equity:
Common stock, $.01 par value, 25,000,000 shares
authorized, 5,696,310 and 9,038,550 shares,
respectively, issued and outstanding ....................... 57 90
Additional paid-in capital .................................... 730 24,862
Retained earnings ............................................. 1,467 6,644
------- -------
Total stockholders' equity ............................ 2,254 31,596
------- -------
Total liabilities and stockholders' equity ............ $79,342 $80,972
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
FIRST SIERRA FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996 AND 1997 (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED FOR THE NINE MONTHS
SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------- ---------------------
1996 1997 1996 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Gain on sale of lease financing receivables ........... $ 320 $ 5,775 $ 1,933 $12,625
Interest income ....................................... 1,664 2,534 4,755 7,661
Servicing income ...................................... 258 891 611 2,048
Other income .......................................... 278 1,147 322 1,363
------- ------- ------- -------
Total revenues .............................. 2,520 10,347 7,621 23,697
------- ------- ------- -------
Salaries and benefits ................................. 514 2,574 1,151 4,730
Interest expense ...................................... 1,381 1,293 3,775 4,402
Provision for credit losses ........................... 160 751 280 1,414
Depreciation and amortization ......................... 105 413 168 742
Other general and administrative ...................... 429 1,534 928 3,586
------- ------- ------- -------
Total expenses .............................. 2,589 6,565 6,302 14,874
------- ------- ------- -------
Income (loss) before provision (benefit) for income
Taxes ............................................... (69) 3,782 1,319 8,823
-------
Provision (benefit) for income taxes .................. (27) 1,513 520 3,529
------- ------- ------- -------
Net income (loss) ..................................... (42) 2,269 799 5,294
======= ======= ======= =======
Net income (loss) per common and common equivalent
Share ............................................... $ (0.01) $ 0.23 $ 0.13 $ 0.67
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
FIRST SIERRA FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------- ADDITIONAL RETAINED TOTAL
NUMBER PAID-IN (DEFICIT) STOCKHOLDER'S
OF SHARES AMOUNT CAPITAL EARNINGS EQUITY
--------- ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996....................... 5,696,310 $ 57 $ 730 $ 1,467 $ 2,254
Net income..................................... -- -- -- 5,294 5,294
Preferred stock dividends...................... -- -- -- (117) (117)
Initial public offering
of common stock............................. 2,300,000 23 16,183 -- 16,206
Issuance of common stock in
connection with purchase business
combinations................................ 843,888 8 7,949 -- 7,957
Issuance of common stock in exchange
for convertible warrants.................... 198,352 2 -- -- 2
---------- ---- ------- ------- -------
Balance, September 30, 1997...................... 9,038,550 $ 90 $24,862 $ 6,644 $31,596
========== ==== ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
FIRST SIERRA FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1996 1997
--------- ---------
<S> <C> <C>
Cash flows from operations:
Net income.......................................................................... $ 799 $ 5,294
Reconciliation of net income to cash provided by
operations --
Depreciation and amortization.................................................... 168 742
Provision for credit losses...................................................... 280 1,414
Gain on sale of lease financing receivables...................................... (1,933) (12,625)
Decrease in other assets......................................................... 356 5,137
(Decrease)/Increase in accounts payable and accrued liabilities.................. (592) 1,134
Increase in holdback reserve payable............................................. 2,798 4,483
Deferred income tax provision.................................................... 520 3,529
--------- ---------
Net cash provided by operations............................................. 2,396 9,108
--------- ---------
Cash flows from investing activities:
Funding of lease financing receivables.............................................. (112,075) (226,779)
Principal payments received on lease financing
receivables...................................................................... 7,090 8,373
Proceeds from sales of lease financing receivables, net of
trust certificates retained...................................................... 86,327 288,324
Additions to furniture and equipment................................................ (428) (1,177)
Cash used in acquisitions, net of cash acquired..................................... (80) (4,627)
--------- ---------
Net cash (used in) provided by investing activities......................... (19,166) 64,114
--------- ---------
Cash flows from financing activities:
Borrowings (repayments) of warehouse credit facilities, net of repayments
(borrowings)..................................................................... 18,482 (75,910)
Proceeds from issuance of common stock.............................................. 147 16,206
Proceeds from exercise of convertible warrants...................................... -- 2
Repayment of subordinated note payable.............................................. -- (9,000)
Repurchase of common stock.......................................................... (360) --
--------- ---------
Net cash provided by (used in) financing activities......................... 18,269 (68,702)
--------- ---------
Net increase in cash and cash equivalents............................................. 1,499 4,520
Cash and cash equivalents at beginning of period...................................... 876 2,598
--------- ---------
Cash and cash equivalents at end of period............................................ $ 2,375 $ 7,118
========= =========
Supplemental disclosure of cash flow information:
Income taxes paid................................................................... $ -- $ --
========= =========
Interest paid....................................................................... $ 3,128 $ 4,404
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
FIRST SIERRA FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Company
First Sierra Financial, Inc. ("First Sierra" or the "Company") is a specialized
finance company that was formed in June 1994 to acquire and originate, sell and
service equipment leases. The underlying leases financed by the Company relate
to a wide range of equipment, including computers and peripherals, computer
software, medical, dental and diagnostic, telecommunications, office, automotive
servicing, hotel security, food services, tree service and industrial, as well
as specialty vehicles. The equipment generally has a purchase price of less than
$250,000 (with an average of approximately $18,000 as of September 30, 1997.)
The Company initially funds the acquisition or origination of its leases through
its warehouse credit facilities or from working capital and, upon achieving a
sufficient portfolio size, sells such receivables in the public and private
markets, principally through its securitization program.
On February 27, 1997, the Board of Directors of the Company approved a stock
split whereby 5.47 shares of Common Stock were issued for each outstanding
share of Common Stock. All share and per share amounts included in the
accompanying financial statements and footnotes have been restated to reflect
the stock split.
On May 20, 1997, the Company consummated its initial public offering of Common
Stock through the sale of 2,000,000 shares of Common Stock (the "Offering"). In
June 1997, the underwriters of the Offering exercised their
overallotment option and purchased an additional 300,000 shares of Common Stock
of the Company. The Company received net proceeds of approximately $16.4
million from the Offering and the exercise of the underwriters' option related
thereto.
2. Significant Accounting Policies
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles and the rules and
regulations of the Securities and Exchange Commission for interim financial
statements. Accordingly, the interim statements do not include all of the
information and disclosures required for annual financial statements. In the
opinion of the Company's management, all adjustments (consisting solely of
adjustments of a normal recurring nature) necessary for a fair presentation of
these interim results have been included. Intercompany accounts and
transactions have been eliminated. These financial statements and related notes
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's Registration Statement on Form S-1
(Registration No. 333-22629). The results for the interim periods are not
necessarily indicative of the results to be expected for the entire year.
EARNINGS PER SHARE
Earnings per share amounts are calculated based on the net income (loss)
divided by the weighted average number of shares of common stock and common
stock equivalents outstanding during the period. Common stock equivalents
consist of options, warrants and convertible redeemable preferred stock.
The weighted average number of shares of common stock and common stock
equivalents outstanding used for computing earnings or loss per share was
6,167,770 and 9,714,233, during the quarters ended September 30, 1996 and 1997,
respectively, and 6,114,545 and 7,850,020 during the nine months ended
September 30, 1996 and 1997, respectively. Primary and fully diluted earnings
per share are the same for each period presented.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). The
Company is required to adopt SFAS 128 in the fourth quarter of
6
<PAGE> 7
fiscal 1997 and will restate at that time earnings per share (EPS) data for
prior periods to conform with SFAS 128. Earlier application is not permitted.
SFAS 128 replaces current EPS reporting requirements and requires a dual
presentation of basic and diluted EPS. Basic EPS excludes dilution and is
computed by dividing net income available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
If SFAS 128 had been in effect during the current and prior year periods, basic
EPS would have been $(.01) and $.25 for the quarters ended September 30, 1996
and 1997, respectively, while diluted EPS would have been $(.01) and $.24,
respectively. Furthermore basic EPS for the nine months ended September 30,
1996 and 1997 would have been $.14 and $.72, respectively, while diluted EPS
would have been $.13 and $.66, respectively.
EXPOSURE TO CREDIT LOSSES
The Company provides an allowance for credit losses for leases which are
considered impaired during the period from the funding of the leases through
the date such leases are sold through the Company's securitization program.
Estimated losses on leases that are considered impaired and have been sold
through the Company's securitization program are taken into consideration in
the valuation of the Company's investment in Trust Certificates retained in
securitization transactions.
The following table sets forth certain information as of December 31, 1996, and
September 30, 1997, with respect to leases which were held by the Company in
its portfolio or serviced by the Company pursuant to its securitization program
(dollars in thousands):
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF SEPTEMBER 30, 1997(1)
----------------------------------- -----------------------------------
PRIVATE BROKER/ PRIVATE BROKER/
LABEL VENDOR TOTAL LABEL VENDOR TOTAL
---------- -------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gross leases outstanding............. $ 244,049 $ 13,185 $ 257,234 $ 354,632 $ 171,857 $ 526,489
31 -- 60 days past due............... 2.46% 1.25% 2.40% 1.64% 2.29% 1.85%
61 -- 90 days past due............... 0.81% 0.21% 0.78% 0.48% 0.53% 0.49%
Over 90 days past due................ 0.35% 0.00% 0.33% 0.42% 0.57% 0.47%
---------- -------- ---------- ---------- ---------- ---------
Total past due............. 3.62% 1.46% 3.51% 2.54% 3.39% 2.81%
</TABLE>
===============================================================================
(1) The Broker/Vendor amounts include and the Private Label amounts do not
include, approximately $16.9 million as of September 30, 1997, which were
purchased by the Company pursuant to its Private Label program from Lease
Pro, Inc. and Heritage Credit Services, Inc. Such companies were formerly
Private Label sources until their acquisition by the Company in February
1997 and May 1997, respectively.
The following table sets forth the Company's allowance for credit losses for
its Private Label program and its Broker and Vendor programs for the nine
months ended September 30, 1996 and 1997 (in thousands):
<TABLE>
<CAPTION>
PRIVATE BROKER AND
LABEL VENDOR
PROGRAM PROGRAMS(1) TOTAL
------- ----------- -------
<S> <C> <C> <C>
Balance at December 31, 1995.............................................. $ 420 $ -- $ 420
Provision for credit losses............................................... 165 115 280
Reduction of allowance related to leases sold............................. (71) (49) (120)
----- ------ -------
Balance at September 30, 1996............................................. $ 514 $ 66 $ 580
===== ====== =======
Balance at December 31, 1996.............................................. $ 314 $ 211 $ 525
Provision for credit losses............................................... 209 1,205 1,414
Charge-offs, net of recoveries............................................ (99) (73) (172)
Reduction of allowance for leases sold.................................... (385) (1,545) (1,930)
Additional allowance related to leases acquired
through business combinations........................................... -- 841 841
----- ------ -------
Balance at September 30, 1997............................................. $ 39 $ 639 $ 678
===== ====== =======
</TABLE>
===============================================================================
(1) The Company established its Broker and Vendor programs in July 1996.
7
<PAGE> 8
The following table sets forth certain aggregate information regarding the
level of credit protection afforded the Company pursuant to the recourse and
holdback provisions of the Private Label program as of December 31, 1996 and
September 30, 1997 (dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
--------- ---------
<S> <C> <C>
Leases outstanding under the Private Label program(1)................................. $ 202,523 $ 291,160
========= =========
Recourse to Sources available......................................................... $ 19,480 $ 31,055
Holdback reserves outstanding......................................................... 6,523 9,534
--------- ---------
Total recourse and holdback reserves available........................................ $ 26,003 $ 40,589
========= =========
Ratio of recourse and holdback reserves outstanding to total
leases outstanding under the Private Label program(2)............................... 12.84% 13.94%
========= =========
</TABLE>
===============================================================================
(1) Represents net principal balance of leases held by the Company in its
portfolio as well as leases serviced by the Company pursuant to its
securitization program.
(2) The specific level of credit protection varies for each Private Label
Source. Specific levels of credit protection by Source are considered by
management in determining the allowance for credit losses and the valuation
of the Company's investment in Trust Certificates retained in
securitization transactions.
The following table sets forth the experience of the Company with respect
to leases acquired pursuant to the Private Label program for the periods
indicated (dollars in thousands):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------
SEPTEMBER 30,
----------------------
1996 1997
--------- ---------
<S> <C> <C>
Average balance of leases acquired pursuant to the Private
Label program outstanding during the period(1)...................................... $ 111,333 $ 252,685
========= =========
Total amount of leases triggering action under recourse and
holdback provisions during the period............................................... $ 980 $ 3,731
Amounts recovered under recourse provisions........................................... 900 3,366
Amounts recovered pursuant to holdback reserves....................................... 80 266
--------- ---------
Total amounts recovered............................................................... 980 3,632
--------- ---------
Net loss experienced on leases acquired pursuant to the
Private Label program............................................................... $ -- $ 99
========= =========
Net default ratio..................................................................... 0.00% 0.04%
========= =========
</TABLE>
===============================================================================
(1) Represents net principal balance of leases held by the Company in its
portfolio as well as leases serviced by the Company pursuant to its
securitization program.
INTEREST RATE MANAGEMENT ACTIVITIES
Leases acquired and originated by the Company require payments to be made by
the lessee at fixed rates for specified terms. The rates charged by the Company
are based on interest rates prevailing in the market at the time of lease
approval. Because the Company generally finances its acquisition or origination
of leases through its warehouse credit facilities which bear interest at
floating rates, the Company is exposed to risk of loss from adverse interest
rate movements during the period from the date of acquisition or origination of
the leases until the leases are securitized or otherwise sold. The Company
seeks to minimize its exposure to adverse interest rate movements during this
period through entering into amortizing swap transactions under which the
notional amount of the contract changes monthly to match the anticipated
amortization of the underlying leases. Settlements with counterparties are
accrued at period-end and either increase or decrease interest expense reported
in the statement of operations. Upon the sale of leases through securitization
transactions or otherwise, the swap agreements related to such leases are
either terminated or transferred to the special purpose trusts to which the
leases have been sold. The amount received by or paid upon such termination or
transfer is included in the determination of the gain to be recognized upon the
sale of the leases.
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<PAGE> 9
3. Acquisitions
Effective September 2, 1997, the Company acquired the outstanding capital stock
of Northcoast Capital Leasing Company ("Northcoast"). Northcoast is located in
Cleveland, Ohio and focuses primarily on the arbor and construction equipment
markets in the mid-western region of the United States. By virtue of the
Northcoast acquisition, the Company gained a geographic presence in the
mid-western market.
On September 30, 1997, the Company acquired the outstanding capital stock of
Financial Management Services, Inc., commonly referred to as Cascade. Cascade
is located near Seattle, Washington and focuses primarily on the equipment
rental and agricultural equipment market in the Northwestern region of the
United States.
4. Lease Financing Receivables
The Company's lease financing receivable balance at December 31, 1996 and
September 30, 1997, consists of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
--------- ---------
<S> <C> <C>
Minimum lease payments................................................................. $ 75,945 $ 46,607
Estimated unguaranteed residual value.................................................. 1,044 3,572
Initial direct costs................................................................... 895 259
Unearned income........................................................................ (16,089) (12,293)
Allowance for credit losses............................................................ (525) (678)
--------- ---------
Lease financing receivables, net.................................................. $ 61,270 $ 37,467
========= =========
</TABLE>
SALES OF LEASES The Company has entered into three securitized warehouse
facilities. In March 1997, the Company entered into a facility with Prudential
Securities Credit Corporation ("Prudential") (the "Prudential Securitized Credit
Facility") and in June 1997, the Company entered into two separate securitized
warehouse facilities with First Union National Bank of North Carolina (the
"First Union Securitized Warehouse Facilities"). The structure of all of the
facilities is essentially the same. The facilities allow the Company on an
ongoing basis to transfer and sell lease receivables to a wholly-owned,
bankruptcy remote special purpose subsidiary, which will sell such receivables
to one or more trusts. Each trust is structured such that it will issue two
classes of certificates of beneficial ownership, a senior certificate, and a
residual interest which will be owned by the Company's subsidiary. As of
November 14, 1997, the total amount available under the Prudential Securitized
Warehouse Facility was equal to the amount outstanding. However, the Company has
received a commitment letter from Prudential to increase the total amount
available under the Prudential Securitized Warehouse Facility to $150.0 million.
As of November 14, 1997, the total amount available under the First Union
Securitized Warehouse Facilities was $90.0 million. However, the Company has
received a commitment letter from First Union to increase the total amount
available under the First Union Securitized Warehouse Facilities to $200
million. Transfers and sales of lease receivables pursuant to the facilities are
accounted for as sales under generally accepted accounting principles and the
related gains on sale are recognized on the date of such transfers. The senior
certificates issued pursuant to the First Union Securitized Warehouse Facility
earn a stated return of either the 30-day LIBOR plus 0.74% or the Commercial
Paper index rate plus 0.74% while the senior certificate issued by the
Prudential Securitized Warehouse Facility earn a stated rate of return of the
30-day LIBOR plus .90%.
During the three months ended September 30, 1997, the Company transferred and
sold leases with an aggregate principal balance of $48.2 million, net of
unearned income, initial direct costs and allowance for credit losses, to the
Securitized Warehouse Facilities. Senior certificates with an aggregate
principal balance of $48.2 million were issued by the trusts, while residual
interests in the trusts were retained by the Company. The Company recognized a
gain of $3.0 million upon transfer and sale of the leases to the trusts.
Additionally, during the three months ended September 30, 1997, the Company sold
leases with an aggregate principal balance of $3.5 million, net of unearned
income, capitalized initial direct costs and allowance for credit losses, to
existing securitization trusts pursuant to the terms of outstanding trust
agreements which provide for the Company to sell additional leases to the
securitization trusts during a revolving period subsequent to closing. The
Company recognized gains of $300,000 in conjunction with such sales.
9
<PAGE> 10
On September 10, 1997, substantially all of the amounts then outstanding under
the Prudential Securitized Warehouse Facility and the First Union Securitized
Warehouse Facilities were repaid as the equipment lease receivables included in
these facilities were transferred to the First Sierra Equipment Contract Trust
1997-1 in conjunction with the Company's public securitization transaction. In
connection with this transaction, the Company exchanged its related residual
interest in the underlying Securitized Warehouse Facilities and sold additional
leases with an aggregate principal balance of $54.4 million, net of unearned
income to the trust. Gains of $2.5 million were recognized by the Company in
connection with the sale of the leases and the exchange of the residual
interest.
5. Debt
Debt consisted of the following as of December 31, 1996 and September 30,
1997 (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------- --------
1996 1997
<S> <C> <C>
Warehouse Credit Facilities:
Various financial institutions under recourse and
non-recourse agreements.......................................................... $ -- $ 16,706
Prudential Securities Credit Corporation............................................ 40,142 5,000
First Union National Bank of North Carolina......................................... 12,238 --
------- --------
Total warehouse credit facilities..................................................... 52,380 21,706
Subordinated note payable............................................................. 9,000 1,000
------- --------
$61,380 $ 22,706
======= ========
</TABLE>
On June 1, 1997, the Company entered into a warehouse facility with Dresdner
Bank AG, New York Branch and ContiFinancial Corporation (the "Dresdner
On-Balance Sheet Facility") that provided the Company with up to $50.0 million
of additional warehouse funding. The Company borrowed $48.2 million under the
Dresdner On-Balance Sheet Facility and paid off such borrowings on September
10, 1997 with funds received from the securitization transaction completed by
the Company in September 1997. Borrowings under the Dresdner On-Balance Sheet
Facility bore interest at a floating rate equal to the 30-day LIBOR plus 1.25%.
In September 1997, the Company entered into an on-balance sheet warehouse
facility with Prudential which provides additional warehouse funding capacity.
As of November 14, 1997, the line had a borrowing limit of $50 million.
In May 1997, the Company used a portion of the proceeds of the Offering to
repay a $9 million Subordinated Note with a stockholder. In June 1997, the
Company entered into a new $5 million subordinated revolving credit facility
with such stockholder, with the commitment level decreasing $1 million per
year. Advances under this facility will bear interest at $11.00% per annum. No
advances were outstanding under this facility at September 30, 1997.
In conjunction with the acquisition of Heritage, the Company issued a $1
million subordinated note payable to the former owner of Heritage. Such note
bears interest at 9.00% per annum, with principal payable semi-annually over
five years. Additionally, the Company assumed approximately $32 million of notes
payable which had been used by Heritage to finance its purchases of leases. The
Company intends to refinance such notes with existing or new credit facilities
with terms consistent with the Company's existing warehouse facilities.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
As a fundamental part of its business and financing strategy, the Company sells
the leases it acquires or originates through securitization transactions and
other structured finance techniques. During the nine months ended September 30,
1997 and 1996, the Company sold leases with an aggregate principal balance of
$288.2 million and $89.0 million, respectively, net of unearned income, through
the Company's securitization program. The Company recognized gains of $12.6
million and $1.9 million, respectively, upon such sales and retained Trust
Certificates in the related trusts with an allocated cost basis of $3.0 million
and $4.6 million, respectively. Gains recognized upon sales of leases increased
as a percentage of leases sold from 2.1% for the nine months ended September
30, 1996, to 4.4% for the nine months ended September 30, 1997. The increase
was directly attributable to an increase in the weighted average interest rate
of leases sold as a result of the inclusion of higher yielding leases acquired
pursuant to the Company's Broker and Vendor programs and a decrease in the
level of Trust Certificates the Company was required to retain in the
securitization trusts.
Interest income increased $2.9 million, or 61%, from $4.8 million for the nine
months ended September 30, 1996 to $7.7 million for the nine months ended
September 30, 1997. The increase was primarily related to $1.8 million of
interest income recognized during the nine months ended September 30, 1997 on
Trust Certificates retained by the Company in securitization transactions. The
remaining difference was the result of a 25% increase in the average rate earned
on the leases, partially offset by a 6% decrease in the average lease
receivable balance outstanding during the period. The increase in the average
rate earned on the leases was directly attributable to the formation of the
Company's Broker and Vendor programs in July 1996.
Servicing income increased $1.4 million, or 235%, from $611,000 for the nine
months ended September 30, 1996 to $2.0 million for the nine months ended
September 30, 1997. Such increase was primarily attributable to servicing fees
received from the Company's securitization transactions, the first of which took
place in May 1996. Total assets serviced rose to $395 million as of September
30, 1997, compared with $82 million as of September 30, 1996.
Interest expense increased $627,000, or 17%, from $3.8 million for the nine
months ended September 30, 1996 to $4.4 million for the nine months ended
September 30, 1997. Such increase was primarily due to a 14% increase in the
average balance outstanding under the Company's warehouse facilities. The
remaining increase is related to higher rates incurred on debt assumed in the
Heritage acquisition.
Salaries and benefits increased $3.5 million, or 311%, from $1.2 million for the
nine months ended September 30, 1996 to $4.7 million for the nine months ended
September 30, 1997. Such increase was primarily related to a 420% increase
in the number of people employed by the Company from September 30, 1996 to
September 30, 1997. The increase in the number of employees was directly related
to the acquisitions of nine companies from July 1996 through September 1997. In
addition, salaries and benefits have increased due to the higher level of
servicing required as a result of the formation of the Company's Broker and
Vendor programs in July 1996.
Provision for credit losses increased $1.1 million, or 405%, from $280,000 for
the nine months ended September 30, 1996 to $1.4 million for the nine months
ended September 30, 1997. The increase was primarily due to the origination of
$100.2 million of leases under the Company's Broker and Vendor programs during
the nine months ended September 30, 1997, which have a greater exposure to
credit losses than leases originated under the Company's Private Label program,
which provides for recourse to the Private Label Sources. To a lesser extent,
the increase in the provision for credit leases was also attributable to a 37%
increase in leases originated under the Private Label program from $109.1
million for the nine months ended September 30, 1996 to $149.0 million for the
nine months ended September 30, 1997.
Depreciation and amortization increased $574,000, from $168,000 for the nine
months ended September 30, 1996, to $742,000 for the nine months ended September
30, 1997. Such increase was primarily attributable to a 575% increase in
goodwill and other intangible assets resulting from the acquisitions referred to
above as well as a 189% increase in fixed assets owned at September 30, 1997.
Other general and administrative expenses increased $2.7 million, or 286%, from
$900,000 for the nine months ended September 30, 1996 to $3.6 million for the
nine months ended September 30, 1997. Such increase was primarily attributable
to the general expansion of the Company's business and the acquisitions referred
to above.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
During the three months ended September 30, 1997, the Company sold leases with
an aggregate principal balance of $106.1 million, net of
10
<PAGE> 11
unearned income, through the Company's securitization program. The Company
recognized gains of $5.8 million upon such sales and retained Trust Certificates
in the related trusts with an allocated cost basis of $3.8 million. The increase
in sales was directly related to the creation of the Securitized Warehouse
Facilities, as discussed below, which enabled the Company to effectively
transfer and sell equipment lease receivables to the related trusts virtually on
a daily basis. During the three months ended September 30, 1996, the Company
sold leases with an aggregate principal balance of $4.7 million to existing
securitization trusts pursuant to terms of outstanding trust agreements which
provide for the Company to sell additional leases to the securitization trusts
during a revolving period subsequent to closing.
Interest income increased $870,000, or 52%, from $1.7 million for the three
months ended September 30, 1996 to $2.5 million for the three months ended
September 30, 1997. The increase was primarily related to $427,000 of interest
income recognized during the three months ended September 30, 1997 on Trust
Certificates retained by the Company in securitization transactions. The
remaining difference was the result of an 8% increase in the average lease
receivable balance outstanding and an increase in the average rate earned on
leases outstanding related to the origination of leases under the Company's
Broker and Vendor programs which were formed in July 1996.
Servicing income increased $633,000, or 245%, from $258,000 for the three
months ended September 30, 1996 to $891,000 for the three months ended
September 30, 1997. Such increase was primarily attributable to servicing fees
received from the Company's securitization transactions, the first of which
took place in May 1996. Total assets serviced rose to $395 million as of
September 30, 1997, compared with $82 million as of September 30, 1996.
Interest expense decreased $88,000, or 6%, from $1.4 million for the three
months ended September 30, 1996 to $1.3 million for the three months ended
September 30, 1997. Such decrease was primarily due to a decrease in the
effective rate of Company's warehouse facilities.
Salaries and benefits increased $2.1 million, or 401%, from $514,000 for the
three months ended September 30, 1996 to $2.6 million for the three months ended
September 30, 1997. Such increase was primarily related to a 420% increase in
the number of people employed by the Company from September 30, 1996 to
September 30, 1997. The increase in the number of employees was directly related
to the acquisitions of nine companies from July 1996 through September 1997. In
addition, salaries and benefits have increased due to the higher level of
servicing required as a result of the formation of the Company's Broker and
Vendor programs in July 1996.
Provision for credit losses increased $591,000, or 369%, from $160,000 for the
three months ended September 30, 1996 to $751,000 for the three months ended
September 30, 1997. The increase was primarily due to the origination of $34.9
million of leases under the Company's Broker and Vendor programs during the
three months ended September 30, 1997, which have a greater exposure to credit
losses than leases originated under the Company's Private Label program which
provides for recourse to the Private Label Sources. To a lesser extent, the
increase in the provision for credit losses was also attributable to a 17%
increase in leases originated under the Private Label program from $49.6 million
for the three months ended September 30, 1996 to $58.0 million for the three
months ended September 30, 1997.
Depreciation and amortization increased $308,000, from $105,000 for the three
months ended September 30, 1996, to $413,000 for the three months ended
September 30, 1997. Such increase was primarily attributable to a 189% increase
in fixed assets owned at September 30, 1997, as well as amortization of
goodwill and other intangible assets resulting from the acquisitions referred
to above.
Other general and administrative expenses increased $1.1 million, or 257%, from
$429,000 for the three months ended September 30, 1996 to $1.5 million for the
three months ended September 30, 1997. Such increase was primarily attributable
to the general expansion of the Company's business and the acquisitions
referred to above.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The Company's lease finance business is capital intensive and requires access
to substantial short-term and long-term credit to fund new equipment leases.
Since inception, the Company has funded its operations primarily through sales
of leases, borrowings under its warehouse facilities, sales of equity and
through its securitization transactions. The Company expects to continue to
require access to significant additional capital to maintain and expand its
volume of
11
<PAGE> 12
leases funded. The Company also expects to require additional capital to
continue its acquisitions of equipment leasing companies.
The Company's uses of cash include the acquisition and origination of equipment
leases, payment of interest expenses, repayment of borrowings under its
warehouse facilities, operating and administrative expenses, income taxes and
capital expenditures. The structure of the Company's lease funding programs
(including the holdback and recourse features of the Private Label program),
along with the structure of the Company's warehouse facilities and
securitization program, have enabled the Company to generate positive cash flow
from operations.
To date, proceeds received by the Company in its securitization transactions
have generally been sufficient to repay amounts borrowed under the warehouse
credit facilities, as well as issuance expenses. In addition to the proceeds
received upon closing of the sale of the securitized leases, the Company
generates cash flow from ongoing servicing and other fees, including late
charges on securitized equipment leases, and excess cash flow distributions from
the Trust Certificates retained by the Company and other assets of the trust
once the securities are retired. The Company structures its securitization
transactions to qualify as financings for income tax purposes. Therefore, no
income tax is payable in the current period on the gain recognized. The Company
anticipates that future sales of its equipment leases will be through
securitization transactions or other structured finance techniques and, to a
lesser extent, through portfolio sales and sales to third party financing
sources for cash.
The Company believes that cash flow from its operations, existing cash and
investment balances, the net proceeds from future securitization transactions
and amounts available under its warehouse facilities will be sufficient to fund
the Company's operations for the foreseeable future.
WAREHOUSE FACILITIES
On Balance Sheet Warehouse Facilities
On June 1, 1997, the Company entered into a warehouse facility with Dresdner
Bank AG, New York Branch and ContiFinancial Corporation (the "Dresdner
On-Balance Sheet Facility") that provided the Company with up to $50.0 million
of additional warehouse funding. The Company borrowed $48.2 million under the
Dresdner On-Balance Sheet Facility and paid off such borrowings on September
10, 1997 with funds received from the securitization transaction completed by
the Company in September 1997. Borrowings under the Dresdner On-Balance Sheet
Facility bore interest at a floating rate equal to the 30-day LIBOR plus 1.25%.
On September 30, 1997, the Company entered into an on-balance sheet
warehouse facility with Prudential (the "Prudential On-Balance Sheet
Facility") which as of November 14, 1997 provides for $50.0 million of
additional warehouse funding capacity.
Securitized Warehouse Facilities
The Company currently maintains three securitized warehouse facilities. In March
1997 the Company entered into a facility with Prudential (the "Prudential
Securitized Warehouse Facility") and in June 1997 the Company entered into two
separate facilities with First Union (the "First Union Securitized Warehouse
Facilities"). As of November 14, 1997, the total amount available under the
Prudential Securitized Warehouse Facility was equal to the amount outstanding.
However, the Company has received a commitment letter from Prudential to
increase the total amount available under the Prudential Securitized Warehouse
Facility to $150.0 million. As of November 14, 1997, the total amount available
under the First Union Securitized Warehouse Facilities was $90.0 million.
However, the Company has received a commitment letter from First Union to
increase the total amount available under the First Union Securitized Warehouse
Facilities to $200.0 million. The structure of all of the facilities is
essentially the same. The facilities allow the Company to transfer and sell
equipment lease receivables to a trust. The trust issues two certificates of
beneficial interest: a senior certificate which is owned by either Prudential or
First Union, as the case may be, and a residual certificate which is owned by
the Company's special purpose subsidiary.
12
<PAGE> 13
As of November 14, 1997, the amount of Prudential's investment in the senior
certificate was $3.4 million and the amount of First Union's investment in
senior certificates was $88.8 million. The Prudential certificate had a stated
return equal to the 30 day LIBOR plus .90% and the First Union certificates had
a stated return equal to the 30 day LIBOR or the Commercial Paper rate plus
.74%.
The Prudential Securitized Warehouse Facility and the First Union Securitized
Warehouse Facilities provide several significant advantages to the Company,
including (i) favorable interest rates, (ii) allowing the Company to recognize
gain on sale of lease receivables on an on-going basis, at the time such
receivables are transferred to such facility, rather than at the time of
permanent securitization, thus reducing the degree to which the Company's
quarterly results might fluctuate due to timing of permanent securitizations
and (iii) providing greater flexibility with respect to the timing and size of
permanent securitizations, thereby reducing related transaction costs.
The equipment lease receivables included in the Prudential Securitized
Warehouse Facility and the First Union Securitized Facilities may be
transferred by the trust to other trusts in which the Company has a minority
interest.
On September 10, 1997, substantially all of the amounts then outstanding on the
certificates under the Prudential Securitized Warehouse Facility and the First
Union Securitized Warehouse Facilities were repaid as the equipment lease
receivables included in these facilities were transferred to the First Sierra
Equipment Contract Trust 1997-1 in conjunction with the Company's public
securitization transaction.
Securitization Transactions
As of November 14, 1997 the Company had completed three permanent securitization
transactions involving lease receivables aggregating $378.0 million. The Series
1996-1 and 1996-2 transactions were completed in 1996 and the Series 1997-1
transaction was completed in September 1997. In connection with the Series
1996-1 and 1996-2 transactions, Class A certificates, rated AAA by Standard and
Poor's, Aaa by Moody's Investor Services and AAA by Duff & Phelps Credit Rating
Co., were sold in the public market. The Class B-1 and Class B-2 Certificates
were rated BBB and BB, respectively, by Duff & Phelps Credit Rating Co., and
were sold on a non-recourse basis in the private market. In connection with the
Series 1997-1 transaction, four tranches of Class A Notes, rated AAA by
Standard and Poor's, Aaa by Moody's Investor Services, Inc. and AAA by Duff &
Phelps Credit Rating Co., were sold in the public market. The Class B-1 and
Class B-2 Notes were rated BBB and AA, respectively, by Duff & Phelps Credit
Rating Co., and were sold on a non-recourse basis in the private market. The
Class B-2 Note was enhanced through a letter of credit with Dresdner Bank AG,
which resulted in the higher ratings. A Class B-3 Note was rated B by Duff and
Phelps Credit Rating Co., and was retained by the Company for future sale in
the private market. Due to the Company's ability to structure and sell Class
B-1 and Class B-2 rated components of its securitizations, the remaining
interest retained by the Company was reduced, thereby allowing the Company to
maximize the cash proceeds generated from each transaction. The Company was
able to realize approximately 94.0% of the present value of the remaining
scheduled payments of the equipment leases included in its Series 1996-1 and
1996-2 securitizations, and approximately 96.0% of the present value of the
remaining scheduled payments of the equipment leases included in its Series
1997-1 securitization.
SUBORDINATED NOTE
In 1994, the Company issued a $9 million Subordinated Note due June 6, 2004 to a
stockholder of the Company with interest payable monthly at a rate of 11.00%
per annum. The Company repaid the Subordinated Note in May 1997 with a portion
of the proceeds of the Offering. In June 1997, the Company entered into a new $5
million subordinated revolving credit facility with such stockholder, with the
commitment level thereunder decreasing by $1 million per year. Advances under
the facility will bear interest at 11.00% per annum. As of September 30, 1997,
no advances were outstanding under such facility.
In connection with the acquisition of Heritage in May 1997, the Company issued a
$1 million subordinated note payable to the former owner of Heritage. Such note
bears interest at 9.00% per annum, with principal payable semi-annually over 5
years.
HEDGING STRATEGY The implicit yield to the Company on all of its leases is on a
fixed interest rate basis due to the leases having scheduled payments that are
fixed at the time of origination of the lease. When the Company acquires or
originates leases, it bases its pricing in part on the "spread" it expects to
achieve between the implicit yield rate to the Company on each lease and the
effective interest cost it will pay when it sells such leases through
securitization. Increases in interest rates between the time the leases are
acquired or originated by the Company and the time they are securitized could
narrow or eliminate the spread, or result in a negative spread. The Company has
adopted a policy that is designed to provide a level of protection against the
volatility of interest rate movement between the time the Company acquires or
originates a lease and the time such lease is sold through a securitization.
Such hedging arrangements generally are implemented when the Company's portfolio
of unhedged leases reaches $10 million. At certain times, changes in the
interest rate market present favorable conditions to hedge against future
movement. The Company may, from time to time, enter into hedges against interest
rate movement in anticipation of future origination volume in order to take
advantage of unique market conditions, but this activity is generally limited to
levels where the, Company is confident of origination in the near term.
13
<PAGE> 14
PART II -- OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
27 -- Financial Data Schedule as of and for the nine months ended
September 30, 1997
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were required to be filed during
the period ended September 30, 1997.
14
<PAGE> 15
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ SANDY B. HO Executive Vice President and Chief December 10, 1997
- -------------------- Financial Officer (principal
(Sandy B. Ho) financial officer)
/s/ CRAIG M. SPENCER Senior Vice President and Chief December 10, 1997
- -------------------- Accounting Officer (principal
(Craig M. Spencer) accounting officer)
</TABLE>
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27 -- Financial Data Schedule as of and for the nine months
ended September 30, 1997
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,118
<SECURITIES> 33,354
<RECEIVABLES> 38,145
<ALLOWANCES> 678
<INVENTORY> 0
<CURRENT-ASSETS> 77,939
<PP&E> 3,635
<DEPRECIATION> 602
<TOTAL-ASSETS> 80,972
<CURRENT-LIABILITIES> 45,486
<BONDS> 0
3,890
0
<COMMON> 90
<OTHER-SE> 31,506
<TOTAL-LIABILITY-AND-EQUITY> 80,972
<SALES> 23,697
<TOTAL-REVENUES> 23,697
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,058
<LOSS-PROVISION> 1,414
<INTEREST-EXPENSE> 4,402
<INCOME-PRETAX> 8,823
<INCOME-TAX> 3,529
<INCOME-CONTINUING> 5,294
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,294
<EPS-PRIMARY> .67
<EPS-DILUTED> .67
</TABLE>
