<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For transition period from _______________ to _______________
Commission File No. 0-12553
PACCAR FINANCIAL CORP.
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(Exact name of Registrant as specified in its charter)
Washington 91-6029712
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 - 106th Avenue N.E., Bellevue, Washington 98004
--------------------------------------------- ---------
Address of Principal Executive Offices) (Zipcode)
Registrant's telephone number, including area code: (425) 468-7100
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Former name, former address and former fiscal year, if changed since last report
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 periods 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 145,000 shares at July 31,
2000.
THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF PACCAR FINANCIAL SERVICES
CORPORATION AND MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (H)(1)(a)
AND (b) OF FORM 10-Q AND IS, THEREFORE, FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
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Item 1 FINANCIAL STATEMENTS
PACCAR Financial Corp.
BALANCE SHEETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
June 30 December 31
2000 1999*
-----------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
ASSETS
Cash $ 7,588 $ 6,471
Finance and other receivables, net of
allowance for losses of $64,792 ($60,707 in 1999) 4,063,950 3,628,687
Loans to affiliate 31,005 24,054
Equipment on operating leases, net of
allowance for depreciation of $17,100 ($14,120 in 1999) 48,985 42,124
Other assets 31,175 30,977
-----------------------------
TOTAL ASSETS $4,182,703 $3,732,313
=============================
LIABILITIES
Accounts payable and accrued expenses $ 80,322 $ 75,851
Payable for finance receivables acquired 46,892 68,032
Advances from PACCAR Inc 23,287 9,799
Commercial paper and other short-term borrowings 1,607,097 1,705,550
Medium-term notes 1,774,045 1,257,245
Income taxes - current and deferred 150,266 143,562
-----------------------------
TOTAL LIABILITIES 3,681,909 3,260,039
=============================
STOCKHOLDER'S EQUITY
Preferred stock, par value $100 per share
6% noncumulative and nonvoting
450,000 shares authorized,
310,000 shares issued and outstanding 31,000 31,000
Common stock, par value $100 per share
200,000 shares authorized,
145,000 shares issued and outstanding 14,500 14,500
Paid-in capital 76,075 65,659
Retained earnings 379,219 361,115
-----------------------------
TOTAL STOCKHOLDER'S EQUITY 500,794 472,274
-----------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $4,182,703 $ 3,732,313
=============================
</TABLE>
*The December 31, 1999 Balance Sheet has been restated to reflect the business
combination described in Note B.
See accompanying notes.
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PACCAR Financial Corp.
STATEMENTS OF INCOME AND RETAINED EARNINGS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
2000 1999* 2000 1999*
---------------------- ---------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Interest and other vehicle revenue $ 85,708 $ 67,041 $164,512 $130,968
Rentals on operating leases 2,008 1,996 3,671 3,928
-----------------------------------------------
TOTAL FINANCE REVENUE 87,716 69,037 168,183 134,896
Interest expense 50,078 35,846 94,443 69,313
Other borrowing expense 891 655 1,654 1,250
Vehicle operating expense and depreciation
related to operating leases 3,671 4,734 7,007 8,354
-----------------------------------------------
TOTAL FINANCE EXPENSES 54,640 41,235 103,104 78,917
FINANCE MARGIN 33,076 27,802 65,079 55,979
Insurance premiums earned 3,001 2,886 5,822 4,711
Insurance claims and underwriting expenses 2,423 2,265 4,543 3,558
-----------------------------------------------
INSURANCE MARGIN 578 621 1,279 1,153
Selling, general and
administrative expenses 11,140 9,763 22,369 21,472
Provision for losses on receivables 7,707 3,626 14,413 6,348
-----------------------------------------------
INCOME BEFORE INCOME TAXES 14,807 15,034 29,576 29,312
Federal and state income taxes 5,755 5,884 11,472 11,471
-----------------------------------------------
NET INCOME 9,052 9,150 18,104 17,841
Retained earnings at beginning of period 370,167 332,019 361,115 326,545
Cash dividends paid -- -- -- 3,217
-----------------------------------------------
RETAINED EARNINGS AT END OF PERIOD $379,219 $341,169 $379,219 $341,169
===============================================
</TABLE>
Earnings per share and dividends per share are not reported because the Company
is a wholly owned subsidiary of PACCAR Financial Services Corporation.
*The three months ended June 30, 1999 and six months ended June 30, 1999 Income
Statements have been restated to reflect the business combination described in
Note B.
See accompanying notes.
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PACCAR Financial Corp.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30
2000 1999*
------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 18,104 $ 17,841
Items included in net income not
affecting cash:
Provision for losses on receivables 14,413 6,348
Increase (decrease) in deferred taxes payable 2,566 (902)
Depreciation and amortization 7,099 6,668
Increase in payables and other 3,630 4,896
------------------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 45,812 34,851
INVESTING ACTIVITIES:
Finance and other receivables acquired (1,043,287) (943,464)
Collections on finance and other receivables 645,943 629,893
Net increase in wholesale receivables (74,480) (47,267)
Acquisition of equipment (19,077) (7,031)
Proceeds from disposal of equipment 9,794 18,899
------------------------------
NET CASH USED IN
INVESTING ACTIVITIES (481,107) (348,970)
FINANCING ACTIVITIES:
Net (decrease) increase in commercial paper
and other short-term borrowings (98,561) 88,679
Proceeds from medium-term notes 770,000 385,000
Payments of medium-term notes (253,200) (190,311)
Advances to/from PACCAR Inc 7,807 22,501
Capital contributions 10,366 2,500
Payment of cash dividend -- (3,217)
------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 436,412 305,152
------------------------------
NET INCREASE (DECREASE) IN CASH 1,117 (8,967)
CASH AT BEGINNING OF PERIOD 6,471 14,832
------------------------------
CASH AT END OF PERIOD $ 7,588 $ 5,865
==============================
</TABLE>
*The six months ended June 30, 1999 Statements of Cashflows has been restated to
reflect the business combination described in Note B.
See accompanying notes.
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PACCAR Financial Corp.
NOTES TO FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
However, in the opinion of management, all adjustments considered necessary for
a fair presentation have been included.
NOTE B--BUSINESS COMBINATIONS
PACCAR Inc ("PACCAR") reorganized its U.S. finance and leasing operations to
improve operating efficiency and to minimize funding costs.
Effective May 1, 2000, PACCAR transferred the stock of the Company to PACCAR
Financial Services Corporation ("PFSC"), a wholly owned subsidiary of PACCAR.
PFSC was formed in January 2000 to support the expanding financial services
activities of PACCAR. The transfer had no impact on the Support Agreement
between PACCAR and the Company.
In addition, effective May 1, 2000, PACCAR Leasing Corporation ("PLC"), another
wholly owned subsidiary of PACCAR, was merged into the Company. The merger was
accounted for as a combination of entities under common control and treated for
accounting purposes in a manner similar to a "pooling of interests". Since both
subsidiaries are wholly owned by PACCAR, no consideration was exchanged to
effect the merger.
The principal operations of PLC consist of franchising PACCAR dealerships to
engage in full-service and finance leasing as members of the PACLease system.
PLC provides lease financing and various services to franchisees on a fee basis.
PLC also engages in full-service leasing directly with its customers through
Company owned stores. At December 31, 1999, PLC had total assets of $406.8
million and has been profitable for each of the last five years.
The accompanying financial statements, supporting schedules, and other
information as of and for the three and six month periods ended June 30, 2000,
are presented as if the Company and PLC were combined for the entire period, and
the financial statements of prior periods presented have been restated to
reflect the combination for all periods presented.
Summarized results of operations of the separate companies for the period from
January 1, 2000 through May 1, 2000, the date of the merger, are as follows:
<TABLE>
<CAPTION>
Company PLC
-------- --------
<S> <C> <C>
Total finance revenue $ 92,971 $ 15,503
Net income 10,169 1,258
</TABLE>
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Following is a reconciliation of total finance revenue and net income as
previously reported for 1999 to the restated amounts:
<TABLE>
<CAPTION>
Three months ended June 30, 1999 Total Finance Revenue Net Income
-------------------------------- --------------------- ----------
<S> <C> <C>
As previously reported $ 57,944 $ 8,000
PLC 11,093 1,150
---------- --------
As restated $ 69,037 $ 9,150
========== ========
Six months ended June 30, 1999 Total Finance Revenue Net Income
-------------------------------- --------------------- -----------
As previously reported $ 112,127 $ 15,665
PLC 22,769 2,176
---------- --------
As restated $ 134,896 $ 17,841
========== ========
</TABLE>
NOTE C--TRANSACTIONS WITH PACCAR INC AND AFFILIATES
The Company and PACCAR are parties to a Support Agreement which obligates PACCAR
to provide, when required, financial assistance to the Company to assure that
the Company maintains a ratio of net earnings available for fixed charges to
fixed charges (as defined) of at least 1.25 to 1 for any fiscal year. The
support agreement also requires PACCAR to own, directly or indirectly, all
outstanding voting stock of the Company. The required ratio for the six months
ended June 30, 2000 and 1999, was met without assistance.
PACCAR has charged the Company for certain administrative services it provides.
Beginning in 2000, PFSC began charging the Company for certain administrative
services it provides and certain services the Company receives indirectly from
PACCAR. These costs are charged to the Company based upon the Company's specific
use of the services at PACCAR's and PFSC's cost. Management considers these
charges reasonable and not significantly different from the costs that would be
incurred if the Company were on a stand-alone basis. In lieu of current year
payment, PACCAR and PFSC have recognized certain of these administrative
services as an additional investment in the Company. The Company records the
investment as paid-in capital. The Company may pay a dividend for the paid-in
capital invested in the prior year. No cash dividends were paid to PACCAR or
PFSC in the first quarter of 2000, and cash dividends of $3,217 were paid to
PACCAR in the first quarter of 1999. No cash dividends were paid to PACCAR or
PFSC in the second quarter of 2000 or 1999.
Periodically, the Company borrows funds from PACCAR and makes loans to PACCAR.
Loans outstanding from PACCAR amounted to $23,287 at June 30, 2000 and $9,799 at
December 31, 1999. Loans outstanding to PACCAR were $5,921 at June 30, 2000.
There were no loans outstanding to PACCAR at December 31, 1999.
The Company periodically loans funds to certain foreign finance and leasing
affiliates of PACCAR. These various affiliates have Support Agreements with
PACCAR similar to the Company's Support Agreement. The foreign affiliates
operate in the United Kingdom, Canada and Australia, and any resulting currency
exposure is fully hedged. The foreign finance affiliates provide financing and
leasing of trucks and related equipment manufactured primarily by PACCAR and
sold through PACCAR's independent dealer networks in the United Kingdom, Canada
and Australia. The Company will not make loans to the foreign affiliates in
excess of the equivalent of $50 million United States dollars, unless the amount
in excess of such limits is guaranteed by PACCAR. The Company periodically
reviews the funding alternatives for these affiliates, and these limits may be
revised in the future. There was a total of $31 million and $24 million in loans
outstanding to a foreign affiliate operating in the United Kingdom at June 30,
2000 and December 31, 1999, respectively, and no loans outstanding to other
foreign affiliates for either period.
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NOTE D--PREFERRED STOCK
The Company's Articles of Incorporation provide that the 6% noncumulative,
nonvoting preferred stock (100% owned by PFSC) is redeemable only at the option
of the Company's Board of Directors.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the first half of 2000 increased to $18.1 million from $17.8
million for the first half of 1999. The finance margin improved 16% to $65.1
million for the first half of 2000, from $56.0 million for first half of 1999,
primarily due to growth in receivable balances. Average receivables of $3.8
billion for the six months ended June 30, 2000 were 23% higher than the same
period last year, reflecting record volume. New lending volume increased 11% to
$1 billion for year to date 2000 from $.9 billion for the same period last year.
The average margin rate on receivables has continued to decline to 3.18% for the
first half of 2000 from 3.28% for the same period in 1999 due primarily to
higher leverage.
Selling, general and administrative expenses of $22.4 million for the first half
of 2000 were 4% higher than the first half of 1999 due to higher staffing and
systems costs, partially offset by Year 2000 related costs incurred in 1999. The
provision for losses was $14.4 million for the first half of 2000, an increase
of 127%, compared to $6.3 million for the first half of 1999 primarily due to
high credit losses. Credit losses increased to $10.3 million in the first half
of 2000 compared to $2.3 million in the first half of 1999. In the second
quarter of 2000, the provision for losses was $7.7 million compared to $6.7
million in the first quarter of 2000. Credit losses for the second quarter of
2000 increased $4.1 million to $7.2 million compared to the first quarter of
2000. Although the rate of portfolio growth in the second quarter was comparable
to the first quarter, the increase in the allowance for losses was $3.1 million
lower based on management's assessment of the adequacy of the allowance for
losses. Higher fuel costs continued to impact operating margins for many truck
operators, contributing to a higher level of repossessions. Declines in used
truck prices further increased the amount and overall level of credit losses.
Management expects these trends to continue, until fuel prices decline or
operators successfully pass those costs on to their customers. The level of the
allowance for losses reflects the risks inherent in the financing of commercial
highway transportation equipment.
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the first half of 2000, the Company funded its portfolio growth primarily
through the issuance of medium-term notes and commercial paper as well as
short-term bank notes and term debt. Medium-term notes, net of repayments,
increased $517 million from December 31, 1999. In March 2000 the Company
completed a shelf registration under the Securities Act of 1933 to issue up to
$2.5 billion of senior debt securities for issuance to the public. At the end of
June 2000, $575 million of such securities had been issued. The Company also
completed a $1.5 billion bank syndicated credit facility at the beginning of the
third quarter of 2000 to provide liquidity to its commercial paper program.
In order to minimize exposure to fluctuations in interest rates, the Company
seeks to borrow funds or enter into interest rate contracts with interest rate
characteristics similar to the characteristics of its receivables and leases.
Other considerations affecting the Company's funding operations include the
amount of fixed and variable rate receivables, the maturity schedule of existing
debt, the availability of desired debt maturities and the level of interest
rates.
As of June 30, 2000, the Company and PACCAR maintained total unused bank lines
of credit of $1,095 million, which are largely used to support the Company's
commercial paper borrowings. Of this, $1,040 million are shared with PACCAR and
$55 million pertain to the Company alone.
Other information on liquidity and sources of capital as presented in the
Company's 1999 Annual Report on Form 10-K continues to be relevant.(1)
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the six
months ended June 30, 2000. For additional information, refer to Item 7a of the
Company's December 31, 1999 Report 10-K.(1)
PART II--OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed as part of this report are listed in the accompanying Exhibit
Index.
(b) There were no reports on Form 8-K for the quarter ended June 30, 2000.
------------------------
(1) This information excludes the effects, if any, of the business combination
described in Note B.
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PACCAR Financial Corp.
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.
PACCAR Financial Corp.
(Registrant)
Date: August 11, 2000 BY: /s/ Andrew J. Wold
--------------------------------
Andrew J. Wold
President
(Authorized Officer)
BY: /s/ Steven E. Giese
---------------------------------
Steven E. Giese
Controller
(Chief Accounting Officer)
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PACCAR Financial Corp.
EXHIBIT INDEX
2 Plan of Merger of PACCAR Leasing Corporation, a Delaware Corporation, and
PACCAR Financial Corp., A Washington Corporation effective May 1, 2000.
3.1 Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's Annual Report
on Form 10-K dated March 26, 1985. Amendment incorporated by reference to
Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q dated August
13, 1985, File Number 0-12553).
3.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form 10 dated October 20,
1983, File Number 0-12553).
4.1 Indenture for Senior Debt Securities dated as of December 1, 1983 and
first Supplemental Indenture dated as of June 19, 1989 between the
Company and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to
the Company's Annual Report on Form 10-K dated March 26, 1984, File
Number 0-12553 and Exhibit 4.2 to the Company's Registration Statement on
Form S-3 dated June 23, 1989, Registration Number 33-29434).
4.3 Forms of Medium-Term Note, Series H (incorporated by reference to
Exhibits 4.3A and 4.3B to the Company's Registration Statement on Form
S-3 dated March 11, 1996, Registration Number 333-01623).
Form of Letter of Representation among the Company, Citibank, N.A. and
the Depository Trust Company, Series H (incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated
March 11, 1996, Registration Number 333-01623).
4.4 Forms of Medium-Term Note, Series I (incorporated by reference to
Exhibits 4.2A and 4.2B to the Company's Registration Statement on Form
S-3 dated September 10, 1998, Registration Number 333-63153).
Form of Letter of Representation among the Company, Citibank, N.A. and
the Depository Trust Company, Series I (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-3 dated
September 10, 1998, Registration Number 333-63153).
4.5 Forms of Medium-Term Note, Series J (incorporated by reference to
Exhibits 4.2A and 4.2B to the Company's Registration Statement on Form
S-3 dated March 2, 2000, Registration Number 333-31502).
Form of Letter of Representation among the Company, Citibank, N.A. and
the Depository Trust Company, Series J (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-3 dated
March 2, 2000, Registration Number 333-31502).
10.1 Support Agreement between the Company and PACCAR dated as of June 19,
1989 (incorporated by reference to Exhibit 28.1 to the Company's
Registration Statement on Form S-3 dated June 23, 1989, Registration
Number 33-29434).
12.1 Statement re computation of ratio of earnings to fixed charges of the
Company pursuant to SEC reporting requirements for the six-month periods
ended June 30, 2000 and 1999.
12.2 Statement re computation of ratio of earnings to fixed charges of the
Company pursuant to the Support Agreement with PACCAR for the six-month
periods ended June 30, 2000 and 1999.
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12.3 Statement re computation of ratio of earnings to fixed charges of PACCAR
and subsidiaries pursuant to SEC reporting requirements for the six-month
periods ended June 30, 2000 and 1999.
27.1 Financial Data Schedule for Article 5 of Regulation S-X, Item 601(c) for
the six-month period ended June 30, 2000.
The following schedules are submitted to reflect restatement of reported amounts
in previously submitted Financial Data Schedules as a result of the May 1, 2000
merger which was accounted for as a combination of entities under common control
and treated for accounting purposes in a manner similar to a "pooling of
interests".
27.2 For the three months ended March 31, 2000 - restated
27.3 For the twelve months ended December 31, 1999 - restated
27.4 For the nine months ended September 30, 1999 - restated
27.5 For the six months ended June 30, 1999 - restated
27.6 For the three months ended March 31, 1999 - restated
27.7 For the twelve months ended December 31, 1998 - restated
27.8 For the nine months ended September 30, 1998 - restated
27.9 For the six months ended June 30, 1998 - restated
27.10 For the three months ended March 31, 1998 - restated
27.11 For the twelve months ended December 31, 1997 - restated
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
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