<PAGE>
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended: June 30, 1999
Commission File Number: 2-95465-S
WESTAR FINANCIAL SERVICES INCORPORATED
(Exact name of registrant as specified in its charter)
Washington 91-1715252
(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 2,222,300
Class Number of Shares Issued at June 30, 1999
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheets
as of June 30, 1999 and March 31, 1999
<TABLE>
<CAPTION>
June 30 March 31
(Unaudited)
------------------- -------------------
<S> <C> <C>
Cash $788,756 $925,204
Accounts receivable, net of allowance
for credit losses 273,603 253,697
Credit enhancement receivable, net of
allowance for credit losses 1,052,926 1,039,895
Net investment in direct finance leases, net of
allowance for credit losses 26,083 102,539
Operating leases held for sale, net of allowance
for credit losses 8,476,805 9,640,013
Deferred tax asset, net of valuation allowance
Of $3,803,023 and $3,482,518, respectively
Other assets 725,514 533,937
------------------- -------------------
$11,343,687 $12,495,285
=================== ===================
Accounts payable $1,944,288 $1,670,233
Notes payable to bank 8,649,810 9,942,938
Notes payable affiliates 7,630,413 6,438,359
Other liabilities 1,270,702 1,687,211
------------------- -------------------
19,495,213 19,738,741
------------------- -------------------
Redeemable preferred stock 1,548,000 1,548,000
------------------- -------------------
Common stock, no par value 3,309,795 3,239,795
Paid in capital - stock warrants 371,495 371,495
Accumulated deficit (13,380,816) (12,402,746)
-------------------- --------------------
(9,699,526) (8,791,456)
-------------------- --------------------
$11,343,687 $12,495,285
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Operations
For the three months ended June 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
1999 1998
------------------- -------------------
<S> <C> <C>
Revenues:
Revenues from sales and securitizations $24,121,907 $376,313
Earned income on direct financing leases 494 435,279
Revenues from operating leases 455,195
Administrative fee income 451,392 117,423
Service fee income 61,826 26,246
Other income 3,884 7,998
------------------- -------------------
Gross revenues 25,094,698 963,259
Direct Costs:
Costs related to sales and securitizations 24,147,384 385,368
Interest 134,688 452,705
Depreciation expense on operating leases 312,036
Provision for credit losses 43,000 41,900
Other 160,805 81,860
------------------- -------------------
Total direct costs 24,797,913 961,833
------------------- -------------------
Gross Margin 296,785 1,426
General and administrative expenses 1,068,050 632,687
------------------- -------------------
Loss before subordinated debt interest (771,265) (631,261)
Subordinated debt interest expense 171,397 104,680
Loss before federal income tax benefit (942,662) (735,941)
Income tax benefit
------------------- -------------------
Net loss (942,662) (735,941)
Dividends on redeemable preferred stock (35,408) (45,119)
-------------------- --------------------
Net loss applicable to common stock (978,070) (781,060)
==================== ====================
Weighted average number of shares 2,222,300 2,187,300
==================== ====================
Net loss per common share (0.44) (0.35)
==================== ====================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the three months ended June 30, 1999 and 1998
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
1999 1998
------------------- -------------------
<S> <C> <C>
Net cash provided by (used in) operating
activities $163,068 ($7,832,033)
------------------- --------------------
Cash flows used in investing activities:
Other (268,441) (39,413)
-------------------- --------------------
Net cash used in investing activities (268,441) (39,413)
-------------------- --------------------
Cash flows from financing activities:
Redemption of redeemable
preferred stock (2,025,000)
Proceeds from issuance of common stock 70,000
Additions to notes payable to banks 22,103,293 7,848,946
Payments on notes payable to banks (23,396,422) (1,061,297)
Additions to notes payable - subordinated debt 1,315,771 4,408,886
Payments on notes payable - subordinated debt (123,717) (641,205)
Dividends paid on preferred stock (115,793)
Origination costs (32,831)
-------------------- -------------------
Net cash (used in) provided by financing
activities (31,075) 8,381,706
-------------------- -------------------
Net (decrease) increase in cash (136,448) 510,260
Cash:
Beginning of period 925,204 475,275
------------------- -------------------
End of period $788,756 $985,535
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The Company's consolidated annual financial statements presented in the 1999
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, and Westar Lease Origination Trust, a Massachusetts
business trust registered in the state of Washington, beneficially owned by
WestAF. The statements for the three months ended June 30, 1999 and 1998, 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 are included. All significant
inter-company accounts and transactions have been eliminated. The results of
operations for the three months ended June 30, 1999, are not necessarily
indicative of the results of operations for the entire year. This information
included in this Form 10-Q should be read in conjunction with Management's
Discussion and Analysis and the consolidated financial statements and notes
thereto included in Westar Financial Services Incorporated's 1999 Annual
Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
Although most of the information contained in this report is historical,
certain statements contain forward-looking information. To the extent these
statements involve, without limitation, product development and introduction
plans, the Company's expectations for growth, estimates of future revenues,
expenses, profit, cash flow, balance sheet items, forecasts of demand or
market trends for the Company's products and for the auto finance industry or
any other guidance on future periods, these statements are forward-looking
and involve matters which are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those expressed in
such forward-looking statements. Readers of this report should consider,
along with other relevant information, the risks identified in this report,
and other risks identified from time to time in the Company's filings with
the Securities and Exchange Commission, press releases and other
communications.
INTEREST PAID
The Company paid cash for interest of $267,555 and $389,648 for the three
months ended June 30, 1999 and 1998, respectively. The change is due to
decreased warehouse financing costs, which is a result of reduced holding
time of assets prior to securitization or sale.
EARNINGS PER SHARE
Earnings (loss) per share is computed using the weighted-average number of
common shares outstanding for the three months ended June 30, 1999 and 1998,
respectively. Net loss used in the computation of earnings per share has been
increased to include the redeemable preferred stock dividends. The
outstanding shares used in the earnings per share calculation have been
adjusted for the 2-for-1 stock split paid in June 1996. Earnings per share
does not include common stock warrants or common stock options as the effect
is anti-dilutive.
<PAGE>
FEDERAL INCOME TAX
The Company recorded a 100% valuation allowance against its deferred tax
asset in the fourth quarter of fiscal 1998 and has continued to provide a
100% valuation allowance against increases in the deferred tax asset balance.
Recording the initial valuation allowance resulted in (non-cash) net income
tax expense in that year as compared to tax benefits recorded in prior years.
Subsequent increases in the deferred tax asset allowance offset the tax
benefit related to the temporary differences creating the deferred tax asset
and result in no federal income tax expense for the corresponding period. The
deferred tax asset is available for an average of 12 years to offset future
reported tax liabilities.
SUBORDINATED DEBT ISSUANCE
In April 1999, the Company extended a line of credit agreement with Bank One
dated June 25, 1998. The note is due September 30, 1999.
In April 1999, the Company extended a subordinated debt agreement with
& Capital, Partners, L.P., which is owned by one director and other unrelated
parties, dated August 31, 1998. The note is due December 1, 1999 and bears
interest at the rate of 9.5%.
In April 1999, the Company extended a convertible-subordinated debt agreement
with & Capital, Partners, L.P., which is owned by one director and other
unrelated parties, dated August 31, 1998. The note is due December 1, 1999
and bears interest at the rate of 9%.
In May 1999, the Company entered into an agreement with a director to borrow
$250,000 subordinated debt. The note is due December 1, 1999 and bears
interest at the rate of 9%.
In June 1999, the Company entered into an agreement with Puget Sound
Investors, which is owned by 5 Directors, to borrow $600,000 subordinated
debt. The note is due December 1, 1999 and bears a variable rate of interest
of prime plus one percent. The rate is currently 8.75%.
SECURITIZATION OR SBAS TRANSACTIONS
The Company completed three Securities Based Asset Sales ("SBASs") in the
first quarter of fiscal 2000 in an aggregate amount of $24.1 million. The
Company's proceeds from the securitizations were reduced by cash reserves in
the amount of $164,700, which is to be received in 60 monthly payments in the
amount of $2,745. The Company continues to service the leases securitized.
The Company's proprietary origination/issuer/titling securitization
structure, Westar Lease Origination Trust, has completed ten securitizations
of automobile lease-backed securities in private-placement offerings to date.
The leases sold in the above transactions are operating leases and they are
accounted for in accordance with SFAS 13.
INTERNET EXPANSION
In response to consumer demand for high-quality customer service, low prices
and immediate response, the Company is entering the e-commerce market by
offering new car financing through the Internet beginning this summer. This
3rd generation Internet automobile acquisition channel is focused on
significantly increasing consumer satisfaction with the automobile
acquisition process while decreasing prices to the consumer. Its proprietary,
industry-leading, risk management
<PAGE>
techniques, innovative technology and diversified funding strategy allow the
Company to price its products to yield an above-average return on investment
while offering the most credit worthy consumers lower effective finance rates.
The program is designed to empower consumers, allowing them to negotiate new
car purchases and financing completely online. Consumers will be able to
select the vehicle at a firm price, arrange the financing and schedule an
appointment to accept delivery of the vehicle.
The Company has agreed to a strategic alliance with DriveOff.com and an
agreement with First Union Capital Markets Group ("First Union"). Westar was
selected to fill the financial and titling administration roles in its new
venture. Westar will underwrite, approve, fund and document for a fee all of
the financial transactions generated through the DriveOff.com sites. Westar
will also originate all delivery documents for the enterprise. The agreement
with First Union provides for its support of the venture through a loan
purchase arrangement with Westar for up to $1 billion annually of loans
originated through DriveOff.com. Westar will retain for its own account the
leases originated by the venture.
STOCK OPTION PLAN
In April 1999, the Shareholders approved an amendment to the 1994 Stock
Option Plan to increase the number of shares of the Company's common stock
reserved for issuance from 600,000 shares to 1,350,000.
SUBSEQUENT EVENTS
In July 1999, the Company's origination/issuer/titling securitization
structure, Westar Lease Origination Trust, completed its eleventh
securitization of $8.3 million of automobile lease-backed securities in a
private-placement offering. The Company's proceeds from the securitization
were reduced by a reserve in the amount of $57,000, which is to be received
in 60 monthly payments in the amount of $950. The Company continues to
service the leases securitized.
In July 1999, the Company's origination/issuer/titling securitization
structure, Westar Lease Origination Trust, completed its twelfth
securitization. The Company directly placed $28.8 million of automobile lease
receivables to a group of insurance companies managed by ING Investment
Management. The Company also granted ING the rights of first refusal for $100
million in auto lease securities over the next two years. The transaction
includes a six-month funding period, allowing the Company to originate new
lease contracts over the next six months. The Company funded $6.4 million of
leases as of July 31, 1999, which included a $258,000 credit enhancement
receivable that the Company expects to receive over the life of the
portfolio. The Company continues to service the leases securitized.
The leases sold in the above transactions are operating leases and they are
accounted for in accordance with SFAS 13.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION
Three months ended June 30, 1999 compared to three months ended June 30, 1998
- ------------------------------------------------------------------------------
Westar Financial Services Incorporated and Subsidiaries provide prime credit
quality consumer automobile lease financing through franchised automobile
dealers in the Northwest and Southwest Regions of the United States. While
the Company's statement of operations reports a net loss of approximately
$943,000 and $736,000 for the three months ended June 30, 1999 and 1998,
respectively, it is management's opinion that Dealer Direct Retail Leasing
("DDRL") is one of the most sophisticated and marketable retail leasing
programs currently available and a valuable investment in the Company's
future. Westar has designed and developed a number of financing, lease
servicing and risk management innovations. The Company has invested
significant personnel, time and resources towards its DDRL program.
Volume of lease originations increased for the 7th consecutive quarter, from
286 leases costing $8.0 million in the prior year to 844 leases costing $23.2
million in the current period. The face value of leases serviced increased
from $48 million to $118 million. The credit quality of originated leases
improved, from average FICO scores of 695 in the prior period to 705 in the
current period.
Gross revenues for the quarter increased by approximately $24,131,400, from
$963,300 to $25,094,700. The increase in total gross revenue was primarily
due to the Company completing three Securities Based Asset Sales ("SBASs")
for approximately $23,972,400. The Company did not complete any
securitizations or Securities-Based Asset Sales in the prior period. Revenues
from operating leases of $455,200 were reported in the first quarter fiscal
2000 as the Company stopped originating finance leases in August 1998. As a
result, revenues from direct financing leases decreased $434,800. As a result
of the increased volumes of lease originations, administrative fee income
increased $334,000 and service fee income increased $35,600.
Direct costs increased by $23,836,100, from $961,800 to $24,797,900 primarily
due to the three SBASs completed in the first quarter of fiscal 2000. The
increase in direct costs is primarily due to an increase in cost of assets
securitized of $23,963,400 resulting from the SBASs completed in the first
quarter. Depreciation expense increased $312,000 due to the Company
originating operating leases. Interest costs related to warehousing leases
decreased $318,000 due to a reduced length of time assets are held prior to
securitization.
The net effect of the increased lease origination volumes and the completion
of three securitization transactions, as discussed above, resulted in gross
margins increasing $295,400, from $1,400 to $296,800 in the first quarter of
fiscal 2000.
General and administrative expenses increased by approximately $435,400, from
$632,700 to $1,068,100. Salaries and wages increased by $211,300 due to
additional personnel, primarily in risk management, MIS, finance and
operations in anticipation
<PAGE>
of greater lease origination volumes, internet expansion and geographic
expansion of the Company's operations outside the Northwestern and
Southwestern Regions. Depreciation expense for fixed assets increased $49,000
as additional equipment and fixed assets were acquired in anticipation of
increased lease origination volumes and geographic expansion. Travel expenses
increased $37,300 as a result of an increase in the number of personnel
traveling. Telephone expense increased $18,500 and equipment rental increased
$16,000 due to preparation of opening additional geographic regions for
operations and increased lease origination volumes. These increases are
partially offset by a decrease in consulting expenses of $20,700 due to the
addition of an internal MIS department.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires substantial cash to implement its business strategy,
including cash to: (i) acquire vehicles; (ii) satisfy requirements for
working capital; (iii) pay operating expenses; (iv) satisfy debt service; (v)
pay preferred stock dividends; (vi) implement its geographic expansion; (vii)
invest in technology, systems and personnel; and, (viii) pay sales or
securitization costs. A substantial portion of the Company's revenues in any
period results from sales or securitizations of leases in such period. In a
securitization transaction, a portion of the cash underlying such revenues is
received over the life of the leases. The Company has historically been
successful in meeting its liquidity needs through internal cash flow,
borrowings from financial institutions, securitizations and SBASs, portfolio
sales and sales of equity and debt securities.
To diversify funding strategies, the Company is negotiating several Asset
Backed Commercial Paper ("ABCP") facilities with a number of banks. The
diversification of funding strategies will improve long-term business
flexibility, strengthen the Company's competitive position and build a
sustainable competitive advantage.
Westar was the third Company in the nation to structure a free-standing lease
securitization and the first to originate multiple securitizations from
within a single bankruptcy remote structure and to originate a tax benefit
transfer from within a securitization. As of June 30, 1999, the Company has
completed ten securitizations while it retains the servicing of the
portfolios and receives servicing income through the life of the lease.
The Company entered into an agreement with Bank One, Columbus NA in July 1995
which was expanded in November 1996 from the initial $12 million limit to $25
million. In July 1998, the Company re-evaluated its interim financing needs
considering the expected future timing of sales and securitizations. Based on
this information, Management re-negotiated the financing facility to $15
million. This revolving credit warehouse facility is to be utilized as
interim financing for the acquisition of vehicle leases until sufficient
volume is achieved to sell such leases through an ABS or SBAS transaction.
After repayment of the related borrowings from Bank One, the net proceeds
from the sales of originated leases provide a source of cash for future
originations of vehicle leases and general and administrative expenses. At
June 30, 1999 the unused portion of the warehouse line was $6.9 million.
It is the opinion of Management that, as of June 30, 1999, the liquidity
sources discussed above in conjunction with subsequent events noted below are
sufficient to meet the Company's immediate cash flow needs for operations and
for the acquisition of leases in the normal course of business. The Company
is currently in negotiations to obtain additional capital through private
financings to provide for the Company's planned growth over the next several
years. There can be no assurance that such negotiations will be successful.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholder's was held on April 26, 1999.
Robert L. Lovely and Michael A. Price were re-elected to the Board of
Directors for a three-year term. Directors, whose terms of office
continued subsequent to the meeting were R.W. Christensen, Jr., David C.
Soward, Joel I. Davis and Charles S. Seel. The 1994 Stock Option Plan was
amended to increase by 750,000 the number of shares reserved for issuance.
The number of votes cast for, against, withheld or abstained, as applicable,
for the Directors voted upon are summarized in the following table:
<TABLE>
<CAPTION>
For Withhold
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<S> <C> <C> <C>
Proposal #1
ELECTION OF Robert L. Lovely 1,433,662 21,850
DIRECTORS Michael A. Price 1,434,662 20,850
</TABLE>
The number of votes cast for, withheld and not voted, as applicable for the
amendment to the 1994 Stock Option Plan are summarized in the following table:
<TABLE>
<CAPTION>
For Withhold Not Voted
----- --------- ---------
<S> <C> <C> <C>
Proposal #2
AMENDMENT OF 1994 STOCK OPTION PLAN 958,903 185,080 311,529
</TABLE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index to Exhibits
2. Plan of acquisition, reorganization, arrangement, liquidation
or succession
2.1 Plan and Agreement of Merger between Westar Financial
Services Incorporated and Republic Leasing Incorporated
incorporated by reference to the Exhibit to Form 10-K
dated June 11, 1996.
3. Articles of Incorporation and Bylaws
<PAGE>
3.1 The Articles of Incorporation of Westar Financial
Services Incorporated filed on February 13, 1996
incorporated by reference to the Exhibit to Form 10-K
dated June 11, 1996.
3.2 The Bylaws of Westar Financial Services Incorporated
adopted on February 21, 1996 incorporated by reference to
the Exhibit to Form 10-K dated June 11, 1996.
4. Instruments defining the rights of security holders, including
indentures.
4.1 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 1 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
4.2 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 2 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
4.3 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 3 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
4.4 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 4 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
10. Material Contracts.
10.1 Republic Leasing Incorporated 1994 Stock Option Plan
incorporated by reference to the Exhibit to Form 10-K
dated June 11, 1996.
10.2 The Letter Agreement between Republic Leasing
Incorporated and The Industrial Bank of Japan, Limited
dated March 3, 1995 incorporated by reference to the
Exhibit to Form 10-K dated June 11, 1996.
10.3 Revolving Credit Agreement among Westar Auto Finance,
L.L.C. as Borrower, Republic Leasing Incorporated as
Guarantor and Bank One, Columbus, N.A., as the lender
dated July 12, 1995 incorporated by reference to the
Exhibit to Form 10-K dated June 11, 1996.
10.4 Amendment, dated February 15, 1996, to the Revolving
Credit Agreement with Bank One, Columbus, N.A., dated
July 12, 1995 incorporated by reference to the Exhibit
to Form 10-K dated June 11, 1996.
<PAGE>
10.5 The Promissory Note between Westar Financial Services
Incorporated and Mud Bay Holdings Ltd., as the lender
dated January 15, 1997 incorporated by reference to the
Exhibit to Form 10-K dated September 9, 1997.
10.6 The Promissory Note between Westar Financial Services
Incorporated and & Capital Inc., as the lender dated
April 15, 1997 incorporated by reference to the Exhibit
to Form 10-Q dated September 22, 1997.
10.7 The Amended and Restated Revolving Credit Loan agreement
between Westar Financial Services Incorporated and Bank
One, as the lender dated July 22, 1997 incorporated by
reference to the Exhibit to Form 10-Q dated November 14,
1997.
10.8 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated October 20, 1997 incorporated by reference
to the Exhibit to Form 10-Q dated November 14, 1997.
10.9 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated February 9, 1998 incorporated by reference
to the Exhibit to Form 10-Q dated February 17, 1998.
10.10 The Amended agreement between Westar Financial Services
Incorporated and Bank One as the lender dated
October 27, 1997 incorporated by reference to the
Exhibit to Form 10-Q dated February 17, 1998.
10.11 The Amended agreement between Westar Financial Services
Incorporated and Bank One, as the lender dated March
31, 1998 incorporated by reference to the Exhibit to
Form 10-K dated February 17, 1999.
10.12 The Amended agreement between Westar Financial Services
Incorporated and Mud Bay, as the lender dated March
31, 1998 incorporated by reference to the Exhibit to
Form 10-K dated February 17, 1999.
10.13 The Amended agreement between Westar Financial Services
Incorporated and Cathy Carlson, as the lender dated
April 30, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
<PAGE>
10.14 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Inc., as the lender dated
April 30, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
10.15 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Inc., as the lender dated
April 30, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
10.16 The promissory note between Westar Financial Services
Incorporated and Summit Capital as the lender dated
May 1, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
10.17 The promissory note between Westar Financial Services
Incorporated and PLMC, LLC, as the lender dated April
30, 1998 incorporated by reference to the Exhibit to
Form 10-Q dated March 31, 1999.
10.18 The promissory note between Westar Financial Services
Incorporated and PLMC, LLC as the lender dated May 11,
1998 incorporated by reference to the Exhibit to Form
10-Q dated March 31, 1999.
10.19 The Amended agreement between Westar Financial Services
Incorporated and Bank One, as the lender dated June 25,
1998 incorporated by reference to the Exhibit to Form
10-Q dated March 31, 1999.
10.20 The Second Amended agreement between Westar Financial
Services Incorporated and Bank One, as the lender dated
July 22, 1998 incorporated by reference to the Exhibit
to Form 10-Q dated March 1, 1999.
10.21 The purchase/repurchase agreement between Westar
Financial Services Incorporated and T&W Financial
Services, as the lender dated July 23, 1998 incorporated
by reference to the Exhibit to Form 10-Q dated March 1,
1999.
10.22 The amended agreement for the Westar Financial Services
Incorporated 1994 Stock Option Plan dated April 26, 1999
incorporated by reference to the Exhibit to Form 10-K
dated June 25, 1999.
10.23 The amended agreement between Westar Financial Services
Incorporated and Bank One, as the lender dated May 1,
1999 incorporated by reference to the Exhibit to Form
10-K dated June 25, 1999.
10.24 The amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated April 1, 1999 incorporated by reference to
the Exhibit to Form 10-K dated June 25, 1999.
<PAGE>
10.25 The amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated April 1, 1999 incorporated by reference to
the Exhibit to Form 10-K dated June 25, 1999.
10.26 The amended agreement between Westar Financial Services
Incorporated and a director, as the lender dated May 24,
1999 incorporated by reference to the Exhibit to Form
10-K dated June 25, 1999.
10.27 The agreement between Westar Financial Services
Incorporated and Puget Sound Investors, as the lender
dated June 1, 1999 incorporated by reference to the
Exhibit to Form 10-K dated June 25, 1999.
27. Financial Data Schedule
14 (b) Reports ON FORM 8-K
Form 8-K(A) with respect to change in and disagreements
with predecessor accountants was filed with the
Securities and Exchange Commission on May 25, 1999
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
WESTAR FINANCIAL SERVICES INCORPORATED
August 16, 1999 R. W. Christensen, Jr., President
(Date) (Signature)
August 16, 1999 Cindy A. Kay, Controller
(Date) (Signature)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> JUN-30-1999
<CASH> 788,756
<SECURITIES> 0
<RECEIVABLES> 1,326,529
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,343,687
<CURRENT-LIABILITIES> 15,495,213<F1>
<BONDS> 0
3,309,795
1,548,000
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,343,687
<SALES> 0
<TOTAL-REVENUES> 25,094,698
<CGS> 0
<TOTAL-COSTS> 24,797,913
<OTHER-EXPENSES> 1,239,447
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (942,662)
<INCOME-TAX> 0
<INCOME-CONTINUING> (942,662)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (978,070)
<EPS-BASIC> (0.44)
<EPS-DILUTED> (0.44)
<FN>
<F1>UNCLASSIFIED BALANCE SHEET
</FN>
</TABLE>
