<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 March 31, 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.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Washington 91-6029712
- ------------------------------- ------------------------------------
(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
--------------
- --------------------------------------------------------------------------------
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 April 30,
2000.
THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF PACCAR Inc AND MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (I)(1)(a) AND (b) OF FORM 10-Q AND
IS, THEREFORE, FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
Item 1 FINANCIAL STATEMENTS
PACCAR Financial Corp.
BALANCE SHEETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
March 31 December 31
2000 1999*
-------------------------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash $ 9,970 $ 6,340
Finance and other receivables, net of
allowance for losses of $57,000 ($53,600 in 1999) 3,455,172 3,243,005
Loans to affiliate 31,681 24,054
Equipment on operating leases, net of
allowance for depreciation of $9,230 ($11,017 in 1999) 24,323 26,620
Other assets 25,491 25,579
-------------------------------
TOTAL ASSETS $3,546,637 $3,325,598
-------------------------------
LIABILITIES
Accounts payable and accrued expenses $ 31,142 $ 46,915
Payable for finance receivables acquired 60,734 68,032
Commercial paper and other short-term borrowings 1,657,018 1,510,550
Medium-term notes 1,278,000 1,198,000
Income taxes - current and deferred 81,081 76,194
-------------------------------
TOTAL LIABILITIES 3,107,975 2,899,691
-------------------------------
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 45,335 40,667
Retained earnings 347,827 339,740
-------------------------------
TOTAL STOCKHOLDER'S EQUITY 438,662 425,907
-------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $3,546,637 $3,325,598
-------------------------------
</TABLE>
*The December 31, 1999 Balance Sheet has been derived from audited financial
statements.
See accompanying notes.
-2-
<PAGE>
PACCAR Financial Corp.
STATEMENTS OF INCOME AND RETAINED EARNINGS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
-----------------------------
(Unaudited)
<S> <C> <C>
Interest and other income $ 67,090 $ 52,201
Rentals on operating leases 1,698 1,982
-----------------------------
TOTAL FINANCE INCOME 68,788 54,183
Interest expense 40,305 30,303
Other borrowing expense 763 595
Depreciation expense related to operating leases 1,255 1,526
-----------------------------
TOTAL FINANCE EXPENSES 42,323 32,424
-----------------------------
FINANCE MARGIN 26,465 21,759
Insurance premiums earned 2,324 1,868
Insurance claims and underwriting expenses 1,798 1,462
-----------------------------
INSURANCE MARGIN 526 406
Selling, general &
administrative expenses 7,432 7,115
Provision for losses on receivables 6,462 2,505
-----------------------------
INCOME BEFORE INCOME TAXES 13,097 12,545
Federal and state income taxes 5,010 4,880
-----------------------------
NET INCOME 8,087 7,665
Retained earnings at beginning of period 339,740 308,739
Cash dividends paid - (2,284)
-----------------------------
RETAINED EARNINGS AT END OF PERIOD $ 347,827 $ 314,120
-----------------------------
</TABLE>
Earnings per share and dividends per share are not reported because the Company
is a wholly owned subsidiary of PACCAR Inc.
See accompanying notes.
-3-
<PAGE>
PACCAR Financial Corp.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
---------------------------------
(Unaudited)
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 8,087 $ 7,665
Items included in net income not
affecting cash:
Provision for losses on receivables 6,462 2,505
Increase/(decrease) in deferred taxes payable 1,869 (2,711)
Depreciation and amortization 2,515 2,540
Decrease in payables and other (13,505) (7,023)
----------------------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 5,428 2,976
INVESTING ACTIVITIES:
Finance and other receivables acquired (423,325) (380,308)
Collections on finance and other receivables 276,544 279,067
Net increase in wholesale receivables (86,836) (36,402)
Acquisition of equipment (1,075) (1,348)
Proceeds from disposal of equipment 1,758 498
---------------------------------
NET CASH USED IN
INVESTING ACTIVITIES (232,924) (138,493)
FINANCING ACTIVITIES:
Net increase in commercial paper
and other short-term borrowings 146,468 25,899
Proceeds from medium-term notes 195,000 215,000
Payments of medium-term notes (115,000) (113,000)
Capital contributions 4,668 1,393
Payment of cash dividend - (2,284)
----------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 231,136 127,008
---------------------------------
NET INCREASE/(DECREASE) IN CASH 3,360 (8,509)
CASH AT BEGINNING OF PERIOD 6,340 14,641
---------------------------------
CASH AT END OF PERIOD $ 9,970 $ 6,132
---------------------------------
</TABLE>
See accompanying notes.
-4-
<PAGE>
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. For further information, refer to the
financial statements and footnotes included in PACCAR Financial Corp.'s (the
"Company") Annual Report on Form 10-K for the year ended December 31, 1999.
Reclassifications: Certain prior year amounts have been reclassified to conform
to the current year presentation.
NOTE B--SUBSEQUENT EVENT
PACCAR Inc ("PACCAR") reorganized its U.S. finance and leasing operations to
improve overall operating efficiency and 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 has no impact on the support agreement
between PACCAR and the Company.
In addition, effective May 1, 2000 PACCAR Leasing Corporation ("PLC"), a wholly
owned subsidiary of PACCAR, was merged into the Company. Subsequent to the
merger, PACCAR Leasing will operate as a division of the Company. The principal
operations of PACCAR Leasing consist of franchising PACCAR dealerships to engage
in full-service and finance leasing as members of the PACLease system. PACCAR
Leasing provides lease financing and various services to franchisees on a fee
basis. PACCAR Leasing 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 impact of the merger on the financial position and results of
operations of the Company is not significant. The business combination will be
accounted for under a method similar to the pooling of interest method.
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 three months
ended March 31, 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
-5-
<PAGE>
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 has
and PFSC will recognize certain of these administrative services as an
additional investment in the Company. The Company records the investment as
paid-in capital. The Company pays a dividend for the paid-in capital invested in
the prior year. No cash dividends were paid to PACCAR or PFSC in the quarter
ended March 31, 2000 and cash dividends of $2,284 were paid to PACCAR in the
quarter ended March 31, 1999.
Periodically, the Company borrows funds from PACCAR and makes loans to PACCAR.
At March 31, 2000 and 1999, there were no loans outstanding to or from PACCAR.
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 $32 million and $24 million in loans
outstanding to a foreign affiliate operating in the United Kingdom at March 31,
2000 and December 31, 1999, respectively, and no loans outstanding to other
foreign affiliates for either period. There were no loans outstanding to PLC at
March 31, 2000 or at the time of the merger discussed in note B.
NOTE D--PREFERRED STOCK
The Company's Articles of Incorporation provide that the 6% noncumulative,
nonvoting preferred stock (100% owned by PACCAR) 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
The finance margin increased 22% to $26.5 million for the first quarter of 2000,
from $21.8 million for first quarter 1999, primarily due to growth in
receivables. Average receivables grew 25% to $3.3 billion in the first quarter
of 2000, from $2.7 billion in the first quarter of 1999. This growth was
partially due to an increase in wholesale financing to $382 million at March 31,
2000 from $197 million at the same time last year. New lending volume increased
13% to $410 million for the first quarter of 2000 from $362 million for the same
period last year. The average margin rate on receivables has declined to 3.22%
for the first quarter of 2000 from 3.28% for the same period in 1999 due to
higher leverage.
Selling, general and administrative expenses of $7.4 million for the first
quarter of 2000 were 4% higher than the first quarter of 1999 due to higher
staffing and systems costs, partially offset by Year 2000 related costs incurred
in 1999. The provision for losses increased 158% to $6.5 million for the first
quarter of 2000 as compared to the first quarter of 1999, due to asset growth
and higher credit losses. Credit losses increased to $3.1 million in the first
quarter of 2000 compared to $1.3 million in the first quarter of 1999
primarily due to continued higher fuel prices and lower used truck prices.
Higher fuel costs have reduced operating margins for many truck operators
contributing to an increase in accounts more than 60 days past-due from .9%
at December 31, 1999 to 1.7% as of March 31, 2000. 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.
-6-
<PAGE>
As a result of the foregoing factors, net income for the first quarter of 2000
increased 6% to $8.1 million from $7.7 million for the first quarter of 1999.
-7-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 2000, the Company funded its portfolio growth
primarily through the issuance of medium-term notes and commercial paper.
Medium-term notes, net of repayments, increased $80 million from December 31,
1999. The Company filed a new shelf registration statement, which was effective
March 21, 2000. As of March 31, 2000, $2.5 billion of medium-term notes were
available for issuance.
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 March 31, 2000, the Company and PACCAR maintained total unused bank lines
of credit of $890 million, which are largely used to support the Company's
commercial paper borrowings. Of this, $835 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.
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the
three months ended March 31, 2000. For additional information, refer to Item 7a
of the Company's December 31, 1999 Report 10-K.
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 March 31, 2000.
-8-
<PAGE>
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: May 12, 2000 BY:
/s/ Andrew J. Wold
------------------------------
Andrew J. Wold
President
(Authorized Officer)
BY:
/s/ Steven E. Giese
------------------------------
Steven E. Giese
Controller
(Chief Accounting Officer)
-9-
<PAGE>
PACCAR Financial Corp.
EXHIBIT INDEX
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).
4.2 Forms of Medium-Term Note, Series G (incorporated by reference to
Exhibits 4.3A and 4.3B to the Company's Registration Statement on Form
S-3 dated December 8, 1993, Registration Number 33-51335).
Form of Letter of Representation among the Company, Citibank, N.A. and
the Depository Trust Company, Series G (incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated
December 8, 1993, Registration Number 33-51335).
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-
<PAGE>
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 three-month
periods ended March 31, 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
three-month periods ended March 31, 2000 and 1999.
12.3 Statement re computation of ratio of earnings to fixed charges of
PACCAR and subsidiaries pursuant to SEC reporting requirements for the
three-month periods ended March 31, 2000 and 1999.
27 Financial Data Schedule for Article 5 of Regulation S-X, Item 601(c)
for the three-month period ended March 31, 2000.
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
-11-
<PAGE>
EXHIBIT 12.1
PACCAR Financial Corp.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
PURSUANT TO SEC REPORTING REQUIREMENTS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
-------------------------------------
<S> <C> <C>
FIXED CHARGES
Interest expense $ 40,305 $ 30,303
Portion of rentals deemed interest 218 207
-------------------------------------
TOTAL FIXED CHARGES $ 40,523 $ 30,510
-------------------------------------
EARNINGS
Income before taxes $ 13,097 $ 12,545
Fixed charges 40,523 30,510
-------------------------------------
EARNINGS AS DEFINED $ 53,620 $ 43,055
-------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES 1.32x 1.41x
</TABLE>
The method of computing the ratio of earnings to fixed charges shown above
complies with SEC reporting requirements but differs from the method called for
in the Support Agreement between the Company and PACCAR. See Exhibit 12.2.
-12-
<PAGE>
EXHIBIT 12.2
PACCAR Financial Corp.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
PURSUANT TO THE SUPPORT AGREEMENT
BETWEEN THE COMPANY AND PACCAR
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
-------------------------------------
<S> <C> <C>
FIXED CHARGES
Interest expense $ 40,305 $ 30,303
Facility and equipment rental 235 232
-------------------------------------
TOTAL FIXED CHARGES $ 40,540 $ 30,535
-------------------------------------
EARNINGS
Income before taxes $ 13,097 $ 12,545
Depreciation 1,397 1,596
-------------------------------------
14,494 14,141
Fixed charges 40,540 30,535
-------------------------------------
EARNINGS AS DEFINED $ 55,034 $ 44,676
-------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES 1.36x 1.46x
</TABLE>
-13-
<PAGE>
EXHIBIT 12.3
PACCAR AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
-------------------------------------
<S> <C> <C>
FIXED CHARGES
Interest expense -
PACCAR and subsidiaries (1) $ 55,395 $ 42,660
Portion of rentals deemed interest 4,965 4,437
-------------------------------------
TOTAL FIXED CHARGES $ 60,360 $ 47,097
-------------------------------------
EARNINGS
Income before taxes -
PACCAR and subsidiaries $ 242,752 $ 187,450
Fixed charges 60,360 47,097
-------------------------------------
EARNINGS AS DEFINED $ 303,112 $ 234,547
-------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES 5.02x 4.98x
</TABLE>
(1) Exclusive of interest, if any, paid to PACCAR.
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND 1999 AND FROM THE BALANCE SHEETS AT MARCH 31, 2000 AND DECEMBER 31,
1999 OF PACCAR FINANCIAL CORP. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 9,970
<SECURITIES> 0
<RECEIVABLES> 3,512,172
<ALLOWANCES> 57,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 33,553
<DEPRECIATION> 9,230
<TOTAL-ASSETS> 3,546,637
<CURRENT-LIABILITIES> 0
<BONDS> 1,278,000
0
31,000
<COMMON> 14,500
<OTHER-SE> 393,162
<TOTAL-LIABILITY-AND-EQUITY> 3,546,637
<SALES> 0
<TOTAL-REVENUES> 71,112
<CGS> 0
<TOTAL-COSTS> 44,121
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 6,462
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 13,097
<INCOME-TAX> 5,010
<INCOME-CONTINUING> 8,087
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,087
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
