<PAGE>
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended: June 30, 2000
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 Financial Center; Tumwater, 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 2,348,120
Class Number of Shares Issued at June 30, 2000
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheets
As Of June 30, 2000 and March 31, 2000
<TABLE>
<CAPTION>
June 30 March 31
(Unaudited)
------------------- -------------------
<S> <C> <C>
Cash $1,227,475 $1,401,243
Accounts receivable, net of allowance
for credit losses 532,637 385,602
Credit enhancement and cash reserves receivable 2,815,646 2,218,897
Operating leases held for sale, net of allowance
for credit losses 6,904,728 2,827,830
Proceeds receivable from securitzation 11,762,569
Deferred tax asset, net of valuation allowance
Of $5,460,637 and $4,709,778, respectively
Fixed and other assets 1,766,065 1,042,118
------------------- -------------------
$25,009,120 $7,875,690
=================== ===================
Accounts payable $3,743,235 $4,141,841
Notes payable to banks 21,179,986 3,842,471
Notes payable affiliates 10,857,160 8,822,514
Other liabilities 2,578,901 2,181,848
------------------- -------------------
38,359,282 18,988,674
------------------- -------------------
Redeemable preferred stock 1,250,000 1,250,000
------------------- -------------------
Common stock, no par value 3,716,177 3,716,177
Paid in capital - stock warrants 371,495 371,495
Accumulated deficit (18,687,834) (16,450,656)
-------------------- --------------------
(14,600,162) (12,362,984)
-------------------- --------------------
$25,009,120 $7,875,690
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
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Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Operations
For the three months ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
2000 1999
------------------- -------------------
<S> <C> <C>
Revenues:
Revenues from sales and securitizations $35,469,850 $24,121,907
Earned income on direct financing leases 494
Revenues from operating leases 838,127 455,195
Administrative fee income 740,490 451,392
Service fee income 150,953 61,826
Other income 15,689 3,884
------------------- -------------------
Gross revenues 37,215,109 25,094,698
Direct Costs:
Costs related to sales and securitizations 36,588,218 24,147,384
Interest 277,066 134,688
Depreciation expense on operating leases 500,561 312,036
Provision for credit losses 7,500 43,000
Origination Fees 108,900
Other 146,200 160,805
------------------- -------------------
Total direct costs 37,628,445 24,797,913
------------------- -------------------
Gross Margin (413,336) 296,785
General and administrative expenses 1,578,438 1,068,050
------------------- -------------------
Loss before subordinated debt interest (1,991,774) (771,265)
Subordinated debt interest expense 216,812 171,397
Loss before federal income tax benefit (2,208,586) (942,662)
Income tax benefit
------------------- -------------------
Net loss (2,208,586) (942,662)
Dividends on redeemable preferred stock (28,592) (35,408)
-------------------- --------------------
Net loss applicable to common stock (2,237,178) (978,070)
==================== ====================
Weighted average number of shares 2,348,120 2,222,300
==================== ====================
Net loss per common share (0.95) (0.44)
==================== ====================
</TABLE>
See accompanying notes to consolidated financial statements.
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Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the three months ended June 30, 2000 and 1999
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
2000 1999
------------------- -------------------
<S> <C> <C>
Net cash provided by (used in) operating
activities ($18,736,391) $163,068
------------------- --------------------
Cash flows used in investing activities:
Other (809,538) (268,441)
-------------------- --------------------
Net cash used in investing activities (809,538) (268,441)
-------------------- --------------------
Cash flows from financing activities:
Redemption of redeemable
preferred stock
Proceeds from issuance of common stock 70,000
Additions to notes payable to banks 40,282,517 22,103,293
Payments on notes payable to banks (22,945,002) (23,396,422)
Additions to notes payable - subordinated debt 2,514,944 1,315,771
Payments on notes payable - subordinated debt (480,298) (123,717)
Dividends paid on preferred stock
Origination costs
------------------- --------------------
Net cash (used in) provided by financing
activities 19,372,161 (31,075)
-------------------- -------------------
Net (decrease) increase in cash (173,768) (136,448)
Cash:
Beginning of period 1,401,243 925,204
------------------- -------------------
End of period $1,227,475 $788,756
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The Company's consolidated annual financial statements presented in the 2000
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 Finance
Holding Co. ("WestFH"), 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, 2000 and 1999, 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, 2000, 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 2000 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 $382,268 and $267,555 for the three months
ended June 30, 2000 and 1999, respectively. The change is due to increased
volumes of assets warehoused.
PROCEEDS RECEIVABLE FROM SECURITIZATION
In connection with the securitization completed June 30, 2000 the Company has a
receivable from ING Investment Management, which was subsequently collected in
full July, 2000.
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, 2000 and 1999,
respectively. Net loss used in the computation of earnings per share has been
increased to include the redeemable preferred stock dividends. Earnings per
share does not include common stock warrants or common stock options, as the
effect is anti-dilutive.
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FEDERAL INCOME TAX
The Company provides a 100% valuation allowance against increases in the
deferred tax asset balance. 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 primarily comprised of tax net operating losses, which
expire from 2009 to 2020.
SUBORDINATED DEBT ISSUANCE
In June 2000, the Company entered into an agreement with Navidec Inc. to borrow
$1,000,000 as subordinated debt. The note is due June 4, 2001 and bears interest
at the rate of 9%.
In June 2000, the Company entered into an agreement with & Capital Partners, LP
to borrow $1,000,000 as subordinated debt. The note is due September 4, 2000 and
bears interest at the rate of 9%.
SECURITIZATION OR SBAS TRANSACTIONS
The Company completed three Securities Based Asset Sales ("SBASs") or Asset
Backed Securitizations ("ABS") transactions in the first quarter of fiscal 2001
in an aggregate amount of $35 million. The Company's proceeds from these
transactions were reduced by a credit enhancement in the amount of $623,000 and
cash reserves in the amount of $164,000, which are to be received in 60 monthly
payments. The Company continues to service the leases securitized. The Company's
proprietary origination/issuer/titling securitization structure, Westar Lease
Origination Trust, has completed twenty-one securitizations and 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.
SUBSEQUENT EVENTS
In July 2000, the Company entered into an agreement with Navidec, Inc. to borrow
$1,000,000 subordinated debt. The note is due July 4, 2001 and bears interest at
the rate of 9%.
In August 2000, the Company signed an agreement with Mellon Bank to provide
Private Label services to a portion of Mellon's client base. The Mellon program
will be launched in the second quarter of fiscal 2001.
In August 2000, the Company's origination/issuer/titling securitization
structure, Westar Lease Origination Trust, completed its twenty-second
securitization of $14 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 $97,000, which is to be received in 60
monthly payments. The Company continues to service the leases securitized. The
leases sold in the above transaction are operating leases and they are accounted
for in accordance with SFAS 13.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
BUSINESS OVERVIEW
E-COMMERCE ORIGINATION CHANNELS
INTERNET
The Company has formed a strategic alliance with DriveOff.com, Inc. in which
WEST is the exclusive financial portal for all of the transactions generated
through the Driveoff.com site. The Company began originating transactions
through DriveOff.com on September 28, 1999. Driveoff.com began its service in
the Rocky Mountain Region and operates in 42 states as of June 30, 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 to negotiate new car
purchases and financing 100% online. Consumers are able to design and "build" a
vehicle at a firm price, arrange the financing and schedule an appointment to
accept delivery of the vehicle from a dealer.
INTRANET
During the quarter Westar initiated activities in two additional origination
channels, Intranet and Private Label. The Intranet conduit duplicates the
operation of Westar's Internet channel except that the entire DriveOff business
model and technology are placed within the webspace of another organization,
only visible to and usable by members of the host organization. This business
model aligns itself with organizations that have extraordinary consumer
credibility and intensely loyal constituents. It seeks organizations that want
to deliver value through a positive auto experience. Likely candidates for
Intranet alliances include large affinity membership organizations, banks or
insurance companies. As the exclusive financial hub and fulfillment agent for
DriveOff, Westar earns a fee each time a consumer transaction passes through its
decisioning process.
Westar and DriveOff are piloting an Intranet effort with Costco Wholesale
Corporation (NASD: COST) in five Denver warehouses. The pilot program is
expected to last until Fall, 2000.
Westar has an agreement with First Union Capital Markets Group ("First Union"),
which provides for its support of Westar's Internet and Intranet operations
through a loan purchase arrangement with WEST for up to $1 billion annually of
loans originated through DriveOff.com. Westar is negotiating with several
potential sub-prime lenders for placement of lower credit transactions using
Westar decisioning and technology.
Westar retains for its own account the prime credit leases originated by the
Internet and Intranet channels.
PRIVATE LABEL
Westar's Private Label channel is designed to offer other financial services
firms access to Westar's LASIRpro-C- decisioning technology and processes. With
LASIRpro, a bank with a consumer automobile leasing need, but without its own
capability, can use Westar's technology and processes for real time, real world
decisioning and commitments. This allows the originating entity to preserve its
market presence by serving its dealers and consumers while making nearly
instantaneous credit, asset and pricing decisions. Westar receives either fee
income or all or a portion of the originationed assets for its services. Westar
initiated Private Label activities with the Maitland, Florida office of AmSouth
Bancorporation (NYSE: ASO) in April and has agreed to rollout the service in all
of AmSouth's markets during the current quarter. Westar has agreed
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with Mellon Bank (NYSE: MEL) to provide Private Label services to Mellon
beginning in the current quarter.
The company is negotiating with other financial institutions in both the
Intranet and Private Label channels.
Management believes the diversification provided by four origination channels
allows the Company to build a sustainable competitive advantage by using its
proprietary leading edge decisioning and communications technologies and its
proprietary lease securitization capabilities.
Westar's proprietary LASIRpro system, risk management techniques, innovative
decisioning and communications technology and diversified funding strategy are
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.
The Company intends to increase its client base in each of its e-commerce
origination channels as well as lease originations by continuing to expand its
existing dealer relationships within its current geographic market and to engage
additional institutional clients in the e-commerce origination channels.
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION
Three months ended June 30, 2000 compared to three months ended June 30, 1999
-------------------------------------------------------------------------------
In the last five years, Westar has recreated itself from a traditional
commercial equipment lessor, to a prime credit consumer auto lessor competing
within auto dealerships, to a leading Internet financier, and, presently, a
four-channel financial portal.
As a financial portal, Westar originates, decisions, commits to and fulfills
consumer financings for its own account or the accounts of others, using
sophisticated decisioning tools and high speed communications to assure
transparency to all parties in the process. Westar is creating a business model
where it will be relatively indifferent as to the identity of the ultimate
investor.
Westar Financial Services Incorporated and its Subsidiaries provide prime credit
quality consumer automobile lease financing through franchised automobile
dealers in the western states and through its e-commerce origination channels
throughout the United States. Westar has designed and developed a number of
financing, lease servicing and risk management innovations. While the Company's
statement of operations reports a net loss of approximately $1,883,000 and
$943,000 for the three months ended June 30, 2000 and 1999, respectively, it is
management's opinion that Westar's proprietary decisioning and fulfillment
capabilities are one of the most scalable and marketable programs currently
available and a valued investment in the Company's future.
Volume of lease originations increased from 844 leases costing $23 million in
the prior year to 1,255 leases costing $41 million in the current period. The
face value of leases serviced increased from $118 million to $242 million. The
credit quality of originated leases improved, from average FICO scores of 705 in
the prior period to 736 in the current period.
Gross revenues for the quarter increased by approximately $12,120,000 or 48%,
from $25,095,000 to $37,215,000. The increase in total gross revenue was
directly related to the 78% increase in lease volumes. As a result of the
increased volumes, revenues from operating leases increased $383,000 or 84% over
the prior period from $455,000 to $838,000. Administration fees also increased
$289,000 or 64% from $451,000 to $740,000.
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Direct costs increased by $12,830,000 or 51%, from $24,798,000 to $37,628,000
primarily due to the increase in lease origination volumes. As a result of the
increased volumes, depreciation expense increased $189,000 or 61% from $312,000
to $501,000 in the current period. Interest costs related to warehousing leases
increased $142,000 due to the increase in lease volumes being warehoused prior
to securitization or sale.
Gross margin decreased by approximately $710,000 or 239%, from $297,000 to
($413,000) in the current period primarily due to the Company's decision to use
aggressive pricing to rapidly penetrate and develop a leadership position in its
three new origination channels. In line with its strategy, the Company initiated
three price increases beginning in late June. The Company's margins have
returned to historic levels and the Company is experiencing record volumes.
General and administrative expenses increased by approximately $510,000 or 48%,
from $1,068,000 to $1,578,000 primarily due to efforts to open three new
distribution channels for financial transaction originations. The most
significant increases in general and administrative expense, approximatley 69%
of the total increase, occurred in salaries and benefits, rent expense and
depreciation expense.
During the next year, the Company expects to create relatively substantial
growth in originations, decisionings, commitments and fulfillments as well as in
managed assets. Management expects margins from fee income and income earned
from its portfolio to increase at least as rapidly as volumes. A significant
portion of the difference will be the result of the scalability, which
Management believes Westar will realize from its significant investments in
technology, innovative processes and alliance channels and its highly skilled
and motivated Team Members.
While Westar expects to continue to face intense competition from other firms,
particularly the largest banks, financial services companies, the financial
subsidiaries of automobile manufacturers and various types of `dot.com'
startups, the Company is presently unaware of any direct competitor with the
same breadth of enterprise as the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires substantial cash to implement its business strategy,
including cash to: (i) acquire vehicles; (ii) pay sales or securitization costs;
(iii) satisfy requirements for working capital; (iv) pay operating expenses; (v)
satisfy debt service; (vi) pay preferred stock dividends; (vii) implement its
e-commerce expansion; and, (viii) invest in technology, systems and personnel. A
substantial portion of the Company's revenues in any period results from sales
or securitizations of leases in such period, but in a securitization transaction
a portion of the cash underlying such revenues is held back and collected or
used to satisfy related debt obligations of the lease purchaser based on
performance of the lease portfolio securitized. 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.
In June and July 2000, the Company received $3.0 million from subordinated
promissory notes. The notes have no prepayment penalties and are to be repaid
with interest, calculated at 9%. These funds are being utilized for working
capital requirements and will be repaid with future proceeds from additional
equity or debt financing, if any. Currently these notes mature over the next 12
months with $1.0 million due on September 4, 2000, $1.0 million due on June 4,
2001 and $1.0 million due on July 4, 2001. The Company anticipates additional
funds to be received prior to fiscal 2001 year end.
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 performance, strengthen
the Company's competitive position and build a sustainable competitive
advantage.
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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, 2000, the Company has completed
twenty-one securitizations and sales 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 September 1999, Management renewed the financing facility at $25
million. At June 30, 2000, the Company had received a waiver of certain loan
covenants through August 21, 2000 and is currently negotiating the renewal
and expansion of this facility. There can be no assurance that such
negotiations will be successful.
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, short-term
liabilities and general and administrative expenses. Management anticipates
increased originations coupled with higher margins will generate additional cash
flows to be utilized for working capital requirements. At June 30, 2000 the
unused portion of the warehouse line is $4.3 million.
It is the opinion of Management that, as of June 30, 2000, 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 both private and public
financing to provide for the Company's planned growth over the next several
years. There can be no assurance that such negotiations will be successful.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of market risks, including the effects of
changes in interest rates, inflation and used automobile valuations. The Company
monitors the effect of changes in interest rates relative to other factors that
also effect earnings, such as unit lease production. The Company monitors and
manages these financial exposures as an integral part of its overall risk
management program.
The Company originates and warehouses, until sufficient volumes are pooled for
securitization or sold through portfolio sale transactions, fixed-rate assets.
The Company is at risk from interest rate fluctuations while the assets are
being warehoused. The Company recognizes the unpredictability of financial
markets and seeks to reduce the potentially adverse effect of interest rate
fluctuations on earnings. Assuming an instantaneous increase or decrease of one
percentage point in interest rates applied to all leased assets pooled in a
typical $30 million securitization, the Company's after-tax earnings on the
transaction would change by approximately $700,000. The Company has developed
sophisticated models to assess the sensitivity of its earnings to changes in
market interest rates and will be able to use various tools available, such as
interest rate swaps and pre-funding rate caps, to minimize the risks associated
with the effect of changing prices. At June 30, 2000, the Company had no open
interest rate hedge contracts. These models and tools provide management
both the information needed to make timely pricing decisions as well as market
alternatives to manage and minimize risk. In a rising rate environment the
Company's gross margin will tend to narrow.
Fluctuations in used vehicle prices are another market risk to which the Company
is exposed. Unexpected changes in the used vehicle market not only impact credit
losses, but also residual losses. The Company minimizes credit loss exposure
through its SBAS transactions and minimizes residual exposure through a residual
value assurance program.
The effect of inflation on general and administrative expenses over the past
several years has been negligible. Inflation is not expected to impact earnings
in the ensuing twelve-month period.
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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
None.
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.
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
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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, LLC. 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 a lender dated January 15, 1997
incorporated by reference to the Exhibit to
Form 10-K dated September 19, 1997.
10.6 The Promissory Note between Westar Financial
Services Incorporated and & Capital Inc., as
a lender dated April 15, 1997 incorporated
by reference to the Exhibit to Form 10-K
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-K dated
November 13, 1997.
10.8 The Amended agreement between Westar
Financial Services Incorporated and &
Capital, Inc., as the lender dated October
20, 1997 incorporated by reference to the
Exhibit to Form 10-K dated November 13,
1997.
10.9 The Amended agreement between Westar
Financial Services Incorporated and &
Capital, Inc., 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
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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 August 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 August
31, 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 August
31, 1998 incorporated by reference
incorporated by reference to Form 10-K dated
February 17, 1999.
10.16 The Amended agreement between Westar
Financial Services Incorporated and Summit
Capital Resources as the lender dated May 1,
1998 incorporated by reference to Form 10-K
dated February 17, 1999.
10.17 The promissory note between Westar Financial
Services Incorporated and PLMC, LLC, as a
lender dated April 30, 1998 incorporated in
reference to Form 10-Q dated March 1, 1999.
10.18 The promissory note between Westar Financial
Services Incorporated and PLMC, LLC, as a
lender dated May 11, 1998 incorporated by
reference to the Exhibit to Form 10-Q dated
March 1, 1999.
10.19 The Amended agreement between Westar
Financial Services Incorporated and Bank
One, as a lender dated June 25, 1998
incorporated by reference to the Exhibit to
Form 10-Q dated March 1, 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, 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.
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10.24 The amended agreement between Westar
Financial Services Incorporated and &
Capital, Inc., 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, Inc., 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.
10.28 The amended agreement between Westar
Financial Services Incorporated and &
Capital Partners, L.P., as the lender dated
December 1, 1999 incorporated by reference
to the Exhibit to Form 10-Q dated January
28, 2000.
10.29 The amended agreement between Westar
Financial Services Incorporated and &
Capital Partners, L.P., as the lender dated
December 1, 1999 incorporated by reference
to the Exhibit to Form 10-Q dated January
28, 2000.
10.30 The amended agreement between Westar
Financial Services Incorporated and a
director, as the lender dated December 1,
1999 incorporated by reference to the
Exhibit to Form 10-Q dated January 28, 2000.
10.31 The amended agreement between Westar
Financial Services Incorporated and Puget
Sound Investors, dated December 1, 1999
incorporated by reference to the Exhibit to
Form 10-Q dated January 28, 2000.
10.32 The amended agreement between Westar
Financial Services Incorporated and Bank
One, dated December 1, 1999 incorporated by
reference to the Exhibit to Form 10-Q dated
January 28, 2000.
10.33 The amended agreement between Westar
Financial Services Incorporated and &
Capital Partners, L.P., as the lender dated
March 10, 2000 incorporated by reference to
the Exhibit to Form 10-K dated July 14,
2000.
10.34 The amended agreement between Westar
Financial Services Incorporated and &
Capital Partners, L.P., as the lender dated
March 10, 2000 incorporated by reference to
the Exhibit to Form 10-K dated July 14,
2000.
10.35 The amended agreement between Westar
Financial Services Incorporated and a
director, as the lender dated March 10, 2000
incorporated by reference to the Exhibit to
Form 10-K dated July 14, 2000.
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<PAGE>
10.36 The amended agreement between Westar
Financial Services Incorporated and Puget
Sound Investors, dated March 10, 2000
incorporated by reference to the Exhibit to
Form 10-K dated July 14, 2000.
10.37 The amended agreement between Westar
Financial Services Incorporated and Bank
One, dated March 10, 2000 incorporated by
reference to the Exhibit to Form 10-K dated
July 14, 2000.
10.38 The amended agreement between Westar
Financial Services Incorporated and Bank
One, as the lender dated July 31, 1999
incorporated by reference to the Exhibit to
Form 10-K dated July 14, 2000.
10.39 The agreement between Westar Financial
Services Incorporated and Navidec, Inc., as
the lender dated January 7, 2000
incorporated by reference to the Exhibit to
Form 10-K dated July 14, 2000.
10.40 The amended agreement between Westar
Financial Services Incorporated and Navidec,
Inc., as the lender dated March 31, 2000
incorporated by reference to the Exhibit to
Form 10-K dated July 14, 2000.
10.41 The agreement between Westar Financial
Services Incorporated and & Capital
Partners L.P., as the lender dated June 5,
2000.
27. Financial Data Schedule
14 (b) Reports ON FORM 8-K
None
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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 21, 2000 R. W. Christensen, Jr., President
(Date) (Signature)
August 21, 2000 Cindy A. Kay, Vice President & Controller
(Date) (Signature)
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