FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended: December 31, 1995
Commission File Number: 2-95465-S
REPUBLIC LEASING INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 91-1467823
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or organization)
The Republic Building; Olympia, WA 98501
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (360) 754-6227
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 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.
Common Stock 690,250
Class Number of Shares Issued at December 31, 1995
Total of Sequentially Numbered Pages: 10
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Financial statements filed as a part of this report (included as Exhibit A):
Balance Sheet as of December 31, 1995 and March 31, 1995
Statement of Operations for the three and nine months ended
December 31, 1995 and 1994
Statement of Cash Flows for the three and nine months ended
December 31, 1995 and 1994
Notes to Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION
In October, 1995 the Company began full-scale operations in its new Dealer
Direct Retail Leasing program ("DDRL"). The Company exited the commercial
equipment and vehicle leasing market and entered the retail consumer automobile
leasing segment of the automobile financial services sector; it's focus is on
the prime credit segment, where the Company believes long term default rates
will be minimal. As a result, the Company has committed essentially all of its
personnel and financial resources to the DDRL program. This new program is a
significant change in the way the Company markets, performs credit analysis, and
finances and services leases. Throughout fiscal 1995 and 1994, management
identified key personnel, developed internal policies and procedures, enhanced
data processing systems, developed the marketing and pricing literature for the
Dealers, obtained the necessary financing, and tested system capabilities and
capacities. During the first half of fiscal 1996, management opened a revolving
credit facility with Bank One, Columbus, NA (in July); created (in July) the
special purpose companies and combination origination- and issuer-trust (a
"Carlson Trust") to enable ABS lease securitizations; closed (in August) the
preferred stock offering needed to begin operations under the program, recruited
(in July and August) additional marketing personnel necessary to adequately
service the Washington market, and commenced initial operations.
The company began full-scale DDRL activities with initial local marketing
representation in Olympia, Tacoma and Spokane, Washington. Later the Company
added representation in Seattle, Washington, and late in the quarter added
representation in Oregon and Idaho. Dealerships sign non-exclusive contracts.
The dealerships send customer credit applications to the Company, which are
reviewed with the assistance of the Company's proprietary credit scoring system,
developed by Fair, Isaac, which is used in conjunction with Republic's Lease
Accounting and Securitization Income Reporting ("LASIR") system to evaluate,
capture and track lease transactions. While the industry standard for
application review and response is approximately one hour, the Company is
generally responding within 30 minutes to an application unless questions occur
which require a response from the Dealer. In October, the Company introduced a
new service, Republic Gold, which allows selected Dealers to make instantaneous
credit approvals on the Company's behalf after determining the customer's
credit-worthiness by comparing certain customer attributes to a set of
simplified and objective standards.
The Company arranged in September to provide access to the Automated Clearing
House payment system ("ACH") to allow its customers to make their monthly lease
payments automatically and to enable the Company to make payments for the leased
vehicles electronically to its Dealers. In October, the Company transferred
ownership of its subsidiary, Westar Lease Services, Inc. ("WESTAR"), to a non-
affiliated entity, Northwestern Trust and Investors Advisory Co., Inc.
("NW Trust"). NW Trust will provide the trustee services to the Company's
"Carlson Trust". The Company intends to use its "Carlson Trust" to facilitate
securitization of up to $100 million of leases through an arrangement provided
to the Company by The Industrial Bank of Japan ("IBJ").
By December 31, 1995, the Company had signed 60 Dealers, representing more than
15% of the Washington market, to non-exclusive contracts. The Company
originated more than $2 million of new leases in the first quarter of full-scale
operations, which management believes reflects an ability to compete in its
market. To fund the leases, the Company initiated operations of its "Carlson
Trust," which is designed to be a bankruptcy remote vehicle, and began drawing
upon its $12 million warehouse facility at Bank One.
In anticipation of public trading of its common shares, in September the Company
registered under the Securities and Exchange Act of 1934. The Company agreed
(in September) with Pacific Crest Securities that Pacific Crest would become a
market maker in the Company's registered common shares, that Pacific Crest would
act as an exclusive investment banking representative in an anticipated private
placement, and that Pacific Crest will act as lead underwriter or co-manager of
any public equity offering during a specified period of time. Initial trading
in the Company's common stock commenced on November 28, 1995 on the NASD OTC
under the symbol "REPH".
The decrease in revenues during the three and nine-month period ended September
30, 1996 as compared to the like period of the prior year was a result of a de-
crease in sales of commercial leases during the second and third quarters of
fiscal 1996. During its first fiscal quarter of 1996, the Company recorded
$885,000 in revenues from leases sold to a preferred stockholder, T&W Leasing,
Inc. ("T&W"), through a program implemented in October 1994. Leases sold to
T&W in the first quarter of fiscal 1996 were substantially all of the remaining
leases in the Company's commercial lease portfolio and reflected the Company's
commitment of virtually all of its resources to the DDRL program. The Company
has retained the servicing of the leases sold.
Direct costs also decreased significantly in the three and nine months ended
December 31, 1996 as compared to the like periods of the prior year due, again,
to the decrease in commercial leases retained. Decreases in depreciation ex-
pense and interest expense are a result of the smaller commercial lease port-
folio. The increase in the provision for credit losses during the third fiscal
quarter of 1996 reflects the increase in DDRL volumes in the current quarter,
while a credit in an earlier quarter reflects the sale without recourse of a
significant portion of the commercial portfolio. For the first three quarters
of fiscal 1996, direct costs decreased proportionately to the reduction in
revenues caused by the change in business from commercial leasing to DDRL.
General and administrative expenses increased $151,000 (60%) during the third
quarter of fiscal 1996 from the previous year primarily as a result of increased
overhead related to expansion of the DDRL efforts, particularly legal expenses
incurred in the structuring of the Carlson Trust and the full impact of
increased marketing resources. Management expects the current level of general
and administrative expense, designed to support increased operations as
additional dealers are signed to the program, will increase only slightly in the
near future as the Washington market is fully assimilated; however, it will grow
further as expansion outside of Washington occurs.
In June 1995, the Company negotiated an early termination of certain nonrecourse
debt resulting in the gain on extinguishment, net of tax, of $44,000 which has
been recorded as an extraordinary item in the first quarter of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
Assets increased from the prior year due to the effect of initial DDRL volumes.
This redeployment of assets and increase of liabilities coincident with full-
scale DDRL activities, resulted in a substantial increase in cash used by
investing activities as investments in new DDRL leases increased as well as an
increase in cash provided by financing activities as the purchases were financed
through warehouse bank borrowings.
In December 1993, the Company's Board of Directors designated a series of
redeemable preferred stock and has since designated three additional series for
a total authorized redeemable preferred stock capital of $4.3 million. Three
of the series have identical rights and preferences. The Series 4 is similar
but is also entitled to nominate and elect a director to the Board. Initial
proceeds from the preferred stock offerings were used for the development of
DDRL and to fund current operations and initial lease originations during the
development period. In anticipation of increased DDRL activity and the initial
funding from the Bank One facility, the Company also used proceeds from the sale
of preferred stock to pay down the bank borrowings which supported the remaining
commercial lease portfolio and some of the initial DDRL leases created in the
market test during 1994 and 1995. The four series of redeemable preferred stock
have been fully subscribed and those shares for which a purchase was not
completed in the third quarter ($900,000) are scheduled for completion in the
fourth quarter of fiscal 1996. Proceeds will be used for current operations,
further development needs of DDRL and the equity portion of the Company's
investment in leased assets.
Liquidity sources for current operating needs (including interest on bank bor-
rowings, dividends on preferred stock and general and administrative expenses)
consist primarily of future lease payments and residuals and the right to borrow
against leases from the warehouse facility. Proceeds from the preferred stock
offerings coupled with the Bank One warehouse facility will provide the funds
necessary for acquisition of new lease originations. Further, the Company in-
tends to securitize its production of consumer leases as soon as it has acquired
a sufficient quantity of leases, (the initial securitization is expected in the
first quarter of fiscal 1997). The net proceeds from the securitization will
primarily be used to pay down the warehouse facility but will also provide funds
for current operations and future lease originations.
It is the opinion of management that, as of December 31, 1995, the liquidity
sources discussed above are sufficient to meet the Company's needs for fiscal
1996 operations and for purchases of leases in the normal course of business.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
The shareholders passed a resolution amending the Designation of Rights and
Preferences ("Designations") for the Series 1, 2 and 3 Preferred Shares and
approving the Designation of the Series 4 Preferred Shares.
The amendment to the Series 1, 2 and 3 Preferred Shares grants the preferred
shareholders the right to elect the Board of Directors in the event of the
occurrence of certain defaults of the provisions of the Designations. Holders
of Series 4 Preferred Shares are entitled under most circumstances to elect one
Director to the Company's Board.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1994 Annual Meeting of Shareholders was held on September 25,
1995. R.W. Christensen, Jr. was re-elected to the Board of Directors for a
three-year term. Directors, whose terms of office continued subsequent to the
meeting were Cathy L. Carlson, Joel I. Davis, Robert L. Lovely and Charles S.
Seel.
Other matters voted upon at the meeting included adoption of the Company's 1994
Stock Option Plan and an amendment to the Company's Articles of Incorporation
which granted the outstanding preferred stock shareholders the right to call a
special meeting of shareholders and to elect a majority of the Company's Board
of Directors upon the occurrence of certain events.
The number of votes cast for, against, withheld or abstained, as applicable, for
the various matters voted upon are summarized in the following table:
Director Stock Option Plan Articles of Inc.
---------------- ---------------------------- ----------------------------
For W/H For Against Abstained For Against Abstained
------- ------ ------- ------- --------- ------- ------- ---------
421,012 35,510 386,361 49,161 21,000 396,911 41,311 18,300
The Company's 1995 Annual Meeting of Shareholders was held on October 30, 1995.
Cathy L. Carlson and Robert L. Lovely were re-elected to the Board of Directors
for three-year terms. Directors whose terms of office continued subsequent to
the meeting were R. W. Christensen, Jr., Joel I. Davis and Charles S. Seel.
The ratification of BDO Seidman, LLP as the Company's independent accountants for
the year ended March 31, 1996, was also voted upon at the 1995 Annual Meeting.
The number of votes cast for, against, withheld or abstained, as applicable, for
the various matters voted upon at the 1995 Annual Meeting are summarized in the
following table:
Director Carlson Director Lovely BDO Seidman
---------------- ---------------- ----------------------------
For W/H For W/H For Against Abstained
456,138 12,430 454,838 13,730 453,228 6,600 8,740
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27. Financial Data Schedule.
b) The Company filed a report on Form 8-K on September 22, 1995. The Company
reported two items under Item 5, Other Events: 1) Pacific Crest Securities'
agreement to commence market making activities for the Company's common stock
on November 12, 1995 and 2) an agreement with Pacific Crest Securities ("PCS")
whereby PCS will act as the exclusive investment banking representative and
financial advisor to the Company to raise non-bank, non-ABS capital for the
Company.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the Regi-
strant has duly caused this Report to be signed on its behalf by the under-
signed, thereunto duly authorized.
REPUBLIC LEASING INCORPORATED
February 15, 1996 R. W. Christensen, Jr., President
(Date) (Signature)
November 15, 1996 C. L. Carlson, Vice President, Finance
(Date) (Signature)
<TABLE>
<CAPTION>
APPENDIX A
Consolidated Balance Sheet
as of December 31, 1995 and March 31, 1995
(Unaudited)
December 31 March 31
<S> <C> <C>
Cash $ 82,916 $ 55,277
Accounts receivable, net of allowance
for credit losses 192,001 157,370
Due from affiliate 113,868 43,526
Lease repurchase agreements 1,012,731 1,133,992
Net investment in direct finance leases, net of
allowance for credit losses 2,749,460 1,789,712
Deferred Federal income tax asset 733,429 451,664
Other assets 477,401 679,467
--------- ---------
$ 5,361,806 $ 4,311,008
========= =========
Accounts payable $ 175,811 $ 123,027
Notes payable to banks:
Recourse 2,271,108 1,485,773
Nonrecourse 394,835
Amounts payable under lease repurchase agreements 1,005,296 1,129,031
Other 57,851 129,907
--------- ---------
3,510,066 3,262,573
--------- ---------
Redeemable Preferred Stock 3,350,000 1,800,000
--------- ---------
Common Stock:
Par Value 690 690
Additional paid in capital 794,505 794,505
Accumulated deficit (2,293,455) (1,546,760)
---------- ---------
(1,498,260) (751,565)
--------- ---------
$ 5,361,806 $ 4,311,008
========= =========
<CAPTION>
Consolidated Statement of Operations
For the three and nine months ended December 31, 1995 and 1994
(Unaudited)
Three Months Ended Nine Months Ended
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Earned income-direct financing
leases $ 42,448 $ 86,538 $ 105,914 $ 277,908
Operating leases 3,086 40,384 24,994 190,762
Proceeds from sales of equipment
and leases 50,188 796,298 1,140,850 1,408,584
Other income 15,347 36,346 89,999 153,361
------- ------- --------- ---------
Total revenues 111,069 959,566 1,361,757 2,030,615
------- ------- --------- ---------
Direct Costs:
Depreciation of equipment
held for lease 944 24,587 12,347 113,503
Interest 21,342 84,482 78,130 258,998
Cost of equipment and leases sold 41,653 782,513 1,107,326 1,365,971
Provision for (recovery of)
credit losses 22,393 (45,000) (3,714) 7,356
Other 15,372 19,467 17,181 26,920
------- ------- --------- ---------
Total direct costs 101,704 866,049 1,211,270 1,772,748
------- ------- --------- ---------
Excess of total revenues
over direct costs 9,365 93,517 150,487 257,867
General and administrative expenses 401,926 249,817 1,061,075 870,120
------- ------- --------- -------
Loss before income tax benefit
and extraordinary item (392,561) (156,300) (910,588) (612,253)
Deferred Federal income tax benefit 129,878 304,286
------- ------- ------- -------
Loss before extraordinary item (262,683) (156,300) (606,302) (612,253)
Gain on extinguishment of debt,
net of deferred tax 43,714
------- ------- ------- -------
Net Loss (262,683) (156,300) (562,588) (612,253)
Dividends on redeemable
preferred stock (76,728) (34,832) (184,107) (82,735)
------- ------- ------- -------
Net loss applicable to
common stock $(339,411) $(191,132) $(746,695) $(694,988)
======= ======= ======= =======
Net loss per share $ (.49) $ (.28) $ (1.08) $ (1.01)
=== === ==== ====
<CAPTION>
Consolidated Statement of Cash Flows
For the nine months ended December 31, 1995 and 1994
(Unaudited)
Three Months Ended Nine Months Ended
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $ (358,904) $(336,960) $(978,710) $(364,684)
------- ------- ------- -------
Cash flows from investing activities:
Recovery of equipment costs and
residual interests 175,873 1,009,611 1,383,543 2,112,782
Purchases of equipment for lease (2,038,973) (150,487) (2,270,390) (2,960,918)
Other (49,878) 70,075 (120) 233,526
--------- --------- --------- ---------
Cash (used in) provided by
investing activities (1,912,978) 929,199 (886,967) (614,610)
--------- --------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of
redeemable preferred stock 75,000 325,000 1,550,000 625,000
Additions to notes payable
to banks 2,386,782 2,386,782 1,135,205
Loan origination costs (55,655) (55,655)
Proceeds from leases sold
under repurchase obligations 62,633 115,850 1,242,277
Payments on notes payable
to banks (115,674) (975,435) (1,996,282) (2,085,528)
Dividends paid on preferred stock (25,004) (8,320) (107,379) (96,843)
--------- --------- --------- ---------
Cash provided by (used in)
financing activities 2,265,449 (596,122) 1,893,316 820,111
--------- --------- --------- ---------
Increase (decrease) in cash (6,433) (3,883) 27,639 (159,183)
Cash:
Beginning of period 89,349 28,552 55,277 183,852
--------- --------- --------- ---------
End of period $ 82,916 $ 24,669 $ 82,916 $ 24,669
========= ========= ========= =========
</TABLE>
NOTES TO FINANCIAL STATEMENTS
1. The 1995 Annual Report on Form 10-K of the Company includes a summary of
significant accounting policies and should be read in conjunction with this Form
10-Q. The consolidated financial statements include the accounts of Westar Auto
Holding Co., Inc. ("WestAH"), a 100%-owned subsidiary of the Company, Westar
Auto Finance L.L.C. ("WestAF"), a limited liability company owned 99% by the
Company and 1% by WestAH, the Westar Lease Origination Trust, a Washington busi-
ness trust whose beneficiary is WestAF. All of which were newly formed entities
in July 1995. Westar Lease Services, Inc., a special purpose entity also formed
by the Company in July 1995 as trustee of WestLOT was sold to a non-affiliated
trust company in October 1995. The statements for the three and nine months
ended December 31, 1995 and 1994, are unaudited, condensed and do not contain
all information required by generally accepted accounting principles to be
included in a full set of annual financial statements. In the opinion of
Management, all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the results of operations for such periods have been
included. All significant intercompany balances and transactions have been
eliminated. The results of operations for the three and nine months ended
December 31, 1995, are not necessarily indicative of the results of operations
for the entire year.
2. In June 1995, the Company negotiated an early termination of certain non-
recourse debt contracts resulting in the gain on extinguishment, net of tax, of
$43,714 recorded as an extraordinary item in the first quarter of fiscal 1996.
3. In July 1995, the Company entered into an agreement with Bank One, Columbus,
for a $12 million revolving credit facility to be utilized as interim financing
for the purchase of auto leases until sufficient volume is achieved to
securitize. Initial funding under the credit facility occurred in November
1995. The credit facility calls for principal reductions on amounts borrowed
corresponding to the payment due dates of the underlying lease contracts.
Repayment of amounts borrowed is required from the proceeds upon securitization
of the underlying lease contracts, but generally not later than six months from
the date of borrowing. Interest at four percent (4%) above the 30-day LIBOR
rate is payable monthly. The rate of interest will decline in .5% decrements
upon the origination of 250 and 500 leases, respectively. The credit facility
requires the Company to comply with quarterly debt/equity ratios and net worth
minimums.
4. The Company paid cash for interest of $108,455 and $257,680 for the nine
months ended December 31, 1995 and 1994, respectively.
5. Earnings per share are computed using the weighted-average number of common
shares outstanding. Net loss used in the computation of earnings per share has
been increased to include the required amount of dividends on the redeemable
preferred stock of $184,107 and $82,735 for the nine months ended December 31,
1995 and 1994, respectively. Earnings per share does not include common stock
warrants or common stock options as the effect would be anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 82,916
<SECURITIES> 0
<RECEIVABLES> 192,001
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,361,806
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 690
3,350,000
0
<OTHER-SE> 794,505
<TOTAL-LIABILITY-AND-EQUITY> 5,361,806
<SALES> 0
<TOTAL-REVENUES> 1,361,757
<CGS> 0
<TOTAL-COSTS> 1,211,270
<OTHER-EXPENSES> 1,061,075
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (910,588)
<INCOME-TAX> 304,286
<INCOME-CONTINUING> (606,302)
<DISCONTINUED> 0
<EXTRAORDINARY> 43,714
<CHANGES> 0
<NET-INCOME> (562,588)
<EPS-PRIMARY> (1.08)
<EPS-DILUTED> (1.08)
</TABLE>
