<PAGE>
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended: September 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 2,294,980
Class Number of Shares Issued at September 30, 1999
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheets
as of September 30, 1999 and March 31, 1999
<TABLE>
<CAPTION>
September 30 March 31
(Unaudited)
------------------- -------------------
<S> <C> <C>
Cash $ 547,149 $ 925,204
Accounts receivable, net of allowance
for credit losses 380,556 253,697
Credit enhancement receivable, net of
allowance for credit losses 2,068,212 1,039,895
Net investment in direct finance leases, net of
allowance for credit losses 102,539
Operating leases held for sale, net of allowance
for credit losses 1,581,383 9,640,013
Deferred tax asset, net of valuation allowance
Of $4,016,584 and $3,482,518, respectively
Other assets 895,290 533,937
------------ ------------
$ 5,472,590 $ 12,495,285
============ ============
Accounts payable $ 2,022,232 $ 1,670,233
Notes payable to bank 2,173,258 9,942,938
Notes payable affiliates 7,558,305 6,438,359
Other liabilities 2,442,589 1,687,211
------------ ------------
14,196,384 19,738,741
------------ ------------
Redeemable preferred stock 1,273,000 1,548,000
------------ ------------
Common stock, no par value 3,673,195 3,239,795
Paid in capital - stock warrants 371,495 371,495
Accumulated deficit (14,041,484) (12,402,746)
------------ ------------
(9,996,794) (8,791,456)
------------ ------------
$ 5,472,590 $ 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 and six months ended
September 30, 1999 and 1998
<TABLE>
<CAPTION>
(Unaudited) Three Months Ended Six Months Ended
1999 1998 1999 1998
----------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues:
Revenues from sales and securitizations $ 32,017,519 $ 27,879,302 $ 56,139,426 $ 28,255,615
Earned income on direct financing leases 187,756 494 623,035
Revenues from operating leases 368,839 197,361 824,034 197,361
Administrative fee income 485,872 178,589 937,264 296,012
Service fee income 81,965 24,567 143,791 50,813
Other income 129,341 48,051 133,225 56,049
------------ ------------ ------------ ------------
Gross revenues 33,083,536 28,515,626 58,178,234 29,478,885
Direct Costs:
Costs related to sales and securitizations 31,812,274 27,561,448 55,959,658 27,946,816
Interest 70,132 350,135 204,820 802,840
Depreciation expense on operating leases 276,022 125,645 588,058 125,645
Provision for credit losses 7,500 14,400 50,500 56,300
Other 169,200 96,575 330,005 178,435
------------ ------------ ------------ ------------
Total direct costs 32,335,128 28,148,203 57,133,041 29,110,036
------------ ------------ ------------ ------------
Gross Margin 748,408 367,423 1,045,193 368,849
General and administrative expenses 1,185,090 696,201 2,253,139 1,328,888
------------ ------------ ------------ ------------
Loss before subordinated debt interest (436,682) (328,778) (1,207,946) (960,039)
Subordinated debt interest expense (191,438) (167,398) (362,836) (272,078)
------------ ------------ ------------ ------------
Loss before federal income tax (628,120) (496,176) (1,570,782) (1,232,117)
benefit
Income tax benefit
------------ ------------ ------------ ------------
Net loss (628,120) (496,176) (1,570,782) (1,232,117)
Dividends on redeemable preferred stock (32,548) (35,797) (67,956) (80,916)
------------ ------------ ------------ ------------
Net loss applicable to common stock (660,668) (531,973) (1,638,738) (1,313,033)
============ ============ ============ ============
Weighted average number of shares 2,277,889 2,187,300 2,277,889 2,187,300
============ ============ ============ ============
Net loss per common share $ (.29) $ (.24) $ (.73) $ (.59)
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the six months ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
1999 1998
------------ ------------
<S> <C> <C>
Net cash provided by operating
activities $ 6,717,188 $ 8,522,586
------------ ------------
Cash flows used in investing activities:
Other (476,776) (122,149)
------------ ------------
Net cash used in investing activities (476,776) (122,149)
------------ ------------
Cash flows from financing activities:
Redemption of redeemable preferred stock (2,525,000)
Proceeds from issuance of common stock 70,000
Additions to notes payable to banks 45,700,660 16,856,742
Payments on notes payable to banks (53,470,341) (26,814,794)
Additions to notes payable - subordinated debt 1,315,771 6,742,645
Payments on notes payable - subordinated debt (234,557) (2,336,393)
Dividends paid on preferred stock (115,793)
Origination costs (82,831)
------------ ------------
Net cash (used in) provided by financing
activities (6,618,467) (8,275,424)
------------ ------------
Net (decrease) increase in cash (378,055) 125,013
Cash:
Beginning of period 925,204 475,275
------------ ------------
End of period $ 547,149 $ 600,288
============ ============
</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 notes which 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 and six
months ended September 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 and six months
ended September 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 ("WEST") 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 $278,688 and $837,229 for the three months
and $546,243 and $1,226,877 for the six months ended September 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, a benefit of the Company's proprietary, multi-use Carlson Trust structure.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is computed using the weighted-average number of
common shares outstanding for the three months and six months ended September
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. Earnings (loss) 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 13 years to offset future reported tax
liabilities.
SUBORDINATED DEBT ISSUANCE
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%. The note has a balance of $500,000 as of
September 30, 1999.
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%. The note has a balance of $1,500,000 as of
September 30, 1999.
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%. The note has a balance of $250,000 as of September 30, 1999.
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%. The note has a balance of $600,000 as
of September 30, 1999.
In September 1999, the Company extended a line of credit agreement with Bank One
dated June 25, 1998. The note is due December 1, 1999. The note has a balance
of $500,000 as of September 30, 1999.
SECURITIZATION OR SBAS TRANSACTIONS
The Company completed two Securities Based Asset Sales ("SBASs") in the second
quarter of fiscal 2000 in an aggregate amount of $32 million. The Company's
proceeds from the securitizations were reduced by a credit enhancement of
$951,700 and cash reserves in the amount of $57,000, which is to be received
over the life of the portfolio. The Company continues to service the leases
securitized.
The Company completed five SBASs in the six months ended September 30, 1999 in
an aggregate amount of $56 million. The Company's proceeds from the
securitizations were reduced by a credit enhancement in the amount of $951,700
and cash reserves in the amount of $221,700, which is to be received over the
life of the portfolio. The Company continues to service the leases securitized.
The Company's proprietary origination/issuer/titling securitization structure,
Westar Lease Origination Trust, has completed twelve sales 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.
<PAGE>
INTERNET EXPANSION
The Company has formed a strategic alliance with DriveOff.com, a subsidiary of
Navidec, Inc. and Wells Fargo Bank, in which WEST is the exclusive financial
administrator for all of the financial transactions generated through the
Driveoff.com site. The Company began financing prime credit lease and loan
originations through Driveoff.com on September 28, 1999. Driveoff.com began its
service in the Rocky Mountain Region and plans to operate nationwide in the
first quarter of calendar 2000.
This 3rd generation Internet automobile acquisition channel is focused on
significantly increasing consumer satisfaction with the process while
decreasing prices to the consumer. The program empowers consumers, allowing
them to negotiate new car purchases and financing 100% online. Consumers are
able to select the vehicle at a firm price, arrange the financing and
schedule an appointment to accept delivery of the vehicle entirely online.
WEST has an agreement with First Union Capital Markets Group ("First Union"),
which provides for its support of the venture through a loan purchase
arrangement with WEST for up to $1 billion annually of loans originated through
DriveOff.com. WEST will retain for its own account the leases originated by the
venture.
WEST's proprietary, industry-leading LASIR, risk management techniques,
innovative technology and diversified funding strategy is designed to 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.
COMMON STOCK
In August 1999, the Company converted 275 shares of preferred stock into
$275,000 of common stock.
In September 1999, the Board of Directors elected to receive common stock in
lieu of cash compensation for directors fees. Common stock was issued to the
directors in the amount of $88,400.
SUBSEQUENT EVENTS
In October 1999, the Company's origination/issuer/titling securitization
structure, Westar Lease Origination Trust, completed the funding of $29 million
of directly placed automobile lease receivables to a group of insurance
companies managed by ING Investment Management. The Company funded $7.3 million
of leases during the third quarter of fiscal 2000, which included a $222,600
credit enhancement receivable that the Company expects to receive over the life
of the portfolio. The Company also granted ING the rights of first refusal for
$100 million in auto lease securities over the next two years. 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
Six months ended September 30, 1999 compared to six months ended
September 30, 1998
- --------------------------------------------------------------------------------
Westar Financial Services Incorporated ("WEST") and Subsidiaries provide prime
credit quality consumer automobile lease financing through franchised automobile
dealers in the Northwest, Southwest, and Northcentral Regions of the United
States as well as through Driveoff.com. While the Company's statement of
operations reports a net loss of approximately $628,000 and $496,000 for the
three months and a net loss of $1,571,000 and $1,232,000 for the six months
ended September 30, 1999 and 1998, respectively, it is management's opinion that
Dealer Direct Retail Leasing ("DDRL") is one of the most scalable, sophisticated
and marketable retail leasing programs currently available and a valuable
investment in the Company's future. WEST 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 and new
e-finance programs.
Lease origination volumes increased for the 7th consecutive quarter, from 406
automobile leases costing $11 million in the prior year to 884 automobile
leases costing $25 million in the current period. The credit quality of
originated leases improved, from average FICO scores of 695 in the prior
period to 710 in the current period. Lease originations for the six months
increased from 692 leases costing $19 million in the prior year to 1728 leases
costing $48 million in the current period. The face value of leases serviced
increased 167% from $59 million in the prior year to $156 million for the
second quarter of fiscal 2000.
The Company recorded a 33% increase in revenues from sales and
securitizations over the prior quarter of fiscal 2000. The significant
increase in volumes enabled WEST to complete $24 million and $32 million in
Securities Based Asset Sales ("SBASs") in the first two quarters of fiscal
2000, respectively. Contribution to revenue is expected in the following
quarter from Driveoff.com, as it opened September 28, 1999, and the
geographic expansion into the California market, as it opened October 1999.
Gross margins in the second quarter improved 152% over the prior quarter in
fiscal 2000. The Company invested $300,000 in non-recurring expenses in
preparation for the volumes it anticipates from Driveoff.com. Without these
non-recurring expenses and the additional general and administrative expenses
for expected growth, the second quarter of fiscal 2000 would have recorded an
operating profit of six figures.
Revenues for the quarter increased by approximately $4.6 million from $29
million the comparable period of the prior year to $33 million. On a year to
date basis, revenues increased $29 million, from $29 million to $58 million.
The 16% increase in revenues from the prior year was due to the increased lease
origination volumes and subsequent completion of two SBASs for approximately $32
million. Revenues from operating leases increased $171,500 in the second quarter
as the Company began originating operating leases in August 1998. Because the
Company stopped originating direct financing leases, revenues from direct
financing leases decreased $187,800. Increased volumes of lease originations
resulted in a $307,300 increase in administrative fee income and a $57,400
increase in service fee income.
The 97% year-to-date increase in revenues is primarily due to the increased
volumes of lease originations which enabled the completion of SBASs for
approximately $56
<PAGE>
million. In the prior period, the Company completed one securitization for
approximately $28 million, which encompassed 18 months of lease originations.
The Company produced record lease originations for seven consecutive quarters
and the increased volume is reflected in the $641,300 increase in administrative
income. The change in asset originations to operating from direct financing
leases resulted in an increase of operating lease income of $626,700 and a
decrease of direct financing lease income of $622,600. The record lease
origination volumes caused servicing fee income to increase $93,000 and other
income also increased $77,200.
Direct costs increased by $4 million in the second quarter, from $28 million the
comparable quarter of fiscal 1999 to $32 million. On a year-to-date basis,
direct costs increased $28 million, from $29 million the prior fiscal year to
$57 million.
The increase in direct costs during the second quarter is due to an increase
in cost of assets securitized of $4 million resulting from the greater
volumes of asset originations and resulting SBASs. The SBASs and expansion
plan resulted in an $310,600 increase of securitization fees. Depreciation
expense increased $150,400 due to the Company originating operating leases
and the increased volumes. These increases are partially offset by a $280,000
decrease in interest costs due to a reduced length of time warehoused assets
are held prior to sale or securitization, a benefit of the Company's
proprietary, multi-use Carlson Trust structure. The increase in direct costs
year-to-date is due to the record volumes of lease originations with a cost
of $55 million compared to $27 million in the comparable quarter in the prior
year. Depreciation expense increased $462,400 due to the Company originating
operating leases and the increased volumes. These increases are partially
offset by a $598,000 decrease in interest costs.
Gross margins increased $381,000 (104%) the second quarter of fiscal 2000, from
$367,400 to $748,400 as a result of the increased lease origination volumes and
SBASs. Year-to-date, record lease origination volumes and the five SBASs
contributed to gross margins increasing $676,400 (183%), from $368,800 to
$1,045,200 in fiscal 2000. Each of WEST's sales and securitizations in fiscal
2000 produced positive cash flow.
General and administrative expense increased by approximately $488,900 in the
second quarter, from $696,200 the comparable quarter of fiscal 1999 to
$1,185,100. For the quarter, the increase in general and administrative expense
is a result of increases in: salaries and wages of $211,000, dealer marketing
expense of $39,500, depreciation expense of $39,200, legal expense of $29,800,
and office equipment rental expense of $24,700. On a year-to-date basis, general
and administrative expense increased $924,200, from $1,328,900 the prior fiscal
year to $2,253,100. For the six months, the increase in general and
administrative expense is a result of increases in salaries and wages of
$422,300, depreciation expense of $88,200, dealer marketing expense of $49,500,
legal expense of $42,800 and office equipment rental expense of $40,700.
The increase in salaries and wages expense are the result of increased personnel
in Finance, Operations, Risk Management and Human Resources recruited in
anticipation of greater lease origination volumes due to Internet expansion and
geographic expansion of the Company's operations away from the Northwest Region
("NWR"). The increase in dealer marketing expense reflects a promotional plan
based on the increased volumes. In preparation of geographic and Internet
expansion, the Company purchased and leased additional fixed assets which
resulted in increased depreciation expense and office equipment rental expense.
The increase in legal expenses is in preparation for the Driveoff.com expansion.
<PAGE>
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"), SBASs and term securitization facilities
with several banks. The diversification of funding strategies is intended to
improve long-term business flexibility, strengthen the Company's competitive
position and build a sustainable competitive advantage.
WEST 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 September 30, 1999, the Company has completed
twelve SBASs or 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 initially created a warehouse facility with a $12 million limit. The
facility has been re-negotiated annually to meet the Company's interim financing
needs. This revolving credit warehouse facility is 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. The warehouse facility is currently set at
$15 million. Management is in the process of expanding this facility. At
September 30, 1999 the unused portion of the warehouse line was $13.3 million.
It is the opinion of Management that, as of September 30, 1999, the liquidity
sources discussed above in conjunction with subsequent events noted above 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 September 27, 1999.
Joel I. Davis and Charles S. Seel 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, Robert L. Lovely and
Michael A. Price.
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
<S> <C> <C> <C>
Proposal #1
ELECTION OF Joel I. Davis 366,623 2,350
DIRECTORS Charles S. Seel 366,623 2,350
</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
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.
<PAGE>
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.
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
<PAGE>
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.
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.
<PAGE>
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.
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
November 12, 1999 /s/ R. W. Christensen, Jr., President
(Date) (Signature)
November 12, 1999 /s/ Cindy A. Kay, Vice President & Controller
(Date) (Signature)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 547,149
<SECURITIES> 0
<RECEIVABLES> 380,556
<ALLOWANCES> 0
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<TOTAL-ASSETS> 5,472,590
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1,273,000
0
<COMMON> 3,673,195
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<TOTAL-LIABILITY-AND-EQUITY> 5,472,590
<SALES> 0
<TOTAL-REVENUES> 33,083,536
<CGS> 0
<TOTAL-COSTS> 32,335,128
<OTHER-EXPENSES> 1,376,528
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (628,120)
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<NET-INCOME> (660,668)
<EPS-BASIC> (0.29)
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