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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended October 31, 2000
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, NY 10017
(Address of principal executive offices)
(Zip code)
(212) 599-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
At December 1, 2000, 14,975,257 shares of Registrant's common stock, $.50 par
value, were outstanding.
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FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended October 31, 2000
TABLE OF CONTENTS
Part I - Financial Information Page No.
-------------------------------------------------------------------- --------
Item 1 Financial Statements
Consolidated Balance Sheet at October 31, 2000 (unaudited)
and July 31, 2000 (audited) 3
Consolidated Statement of Operations and Retained Earnings
for the three month periods ended October 31, 2000 and
1999 (unaudited) 4
Consolidated Statement of Cash Flows for the three month
periods ended October 31, 2000 and 1999 (unaudited) 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Operations and
Financial Condition 7-9
Part II - Other Information
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Item 6 Exhibits and Reports on Form 8-K 9
Signatures 10
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<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<CAPTION>
October 31, July 31,
2000 * 2000
---------- ----------
<S> <C> <C>
ASSETS
Finance receivables $1,188,173 $1,137,135
Allowance for possible losses (19,852) (19,048)
---------- ----------
Finance receivables - net 1,168,321 1,118,087
---------- ----------
Cash 6,722 6,068
Other assets 3,500 3,630
---------- ----------
TOTAL ASSETS $1,178,543 $1,127,785
========== ==========
LIABILITIES
Senior debt:
Long-term ($43,974 at October 31, 2000 and $37,073 at
July 31, 2000 due to related parties) $591,506 $608,662
Short-term 248,414 182,686
Subordinated debt ($4,681 at October 31, 2000 and July 31,
2000 due to related parties) 93,490 93,490
Accrued interest, taxes and other liabilities 37,161 43,555
Deferred income taxes 28,169 26,969
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Total liabilities 998,740 955,362
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STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000,000 shares,
none issued
Common stock - $.50 par value, authorized 100,000,000 shares;
shares issued: 14,974,207 at October 31, 2000 and
14,958,379 at July 31, 2000 7,487 7,479
Additional paid-in capital 58,885 58,785
Warrants - issued and outstanding 1,606,500 29 29
Retained earnings 113,402 106,130
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Total stockholders' equity 179,803 172,423
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,178,543 $1,127,785
========== ==========
<FN>
* Unaudited
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
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<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS *
(Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended October 31, 2000 1999
----------------------------------------------------- -------- -------
<S> <C> <C>
Finance income $33,093 $25,420
Interest expense 16,125 11,642
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Finance income before provision for possible
losses on finance receivables 16,968 13,778
Provision for possible losses on finance receivables 1,150 675
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Net finance income 15,818 13,103
Salaries and other expenses 3,920 2,909
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Earnings before income taxes 11,898 10,194
Provision for income taxes 4,626 3,954
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NET EARNINGS 7,272 6,240
Retained earnings - beginning of period 106,130 79,408
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RETAINED EARNINGS - END OF PERIOD $113,402 $85,648
======== =======
EARNINGS PER COMMON SHARE:
Diluted $0.41 $0.36
======== =======
Basic $0.49 $0.42
======== =======
<FN>
* Unaudited
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
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<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS *
(Dollars in Thousands)
<CAPTION>
Three Months Ended October 31, 2000 1999
-------------------------------------------------------------- -------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $7,272 $6,240
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for possible losses on finance receivables 1,150 675
Depreciation and amortization 1,941 1,729
Deferred income taxes 1,200 1,200
Decrease in other assets 97 68
Increase (decrease) in accrued interest, taxes and
other liabilities (6,394) 6,007
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Net cash provided by operating activities 5,266 15,919
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Cash flows from investing activities:
Finance receivables:
Originated (172,694) (175,583)
Collected 119,451 137,375
Other (49) (98)
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Net cash (used in) investing activities (53,292) (38,306)
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Cash flows from financing activities:
Commercial paper:
Maturities 90 days or less (net) (51,585) (17,755)
Maturities greater than 90 days:
Proceeds 70,243 19,562
Repayments (17,615) (25,578)
Bank borrowings - net proceeds (repayments) 19,685 (11,775)
Proceeds from senior term notes 38,000 50,000
Repayment of senior term note (10,000)
Variable rate senior term notes - net proceeds (repayments) (156) 6,955
Proceeds from exercise of stock options 62 14
Other 46
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Net cash provided by financing activities 48,680 21,423
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NET INCREASE (DECREASE) IN CASH 654 (964)
Cash - beginning of period 6,068 5,544
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CASH - END OF PERIOD $6,722 $4,580
======== ========
Supplemental disclosures of cash flow information:
Interest paid $12,848 $8,170
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Income taxes paid $2,598 $524
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<FN>
* Unaudited
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
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FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position at October
31, 2000 and the results of operations and cash flows of the Company for the
three month periods ended October 31, 2000 and 1999. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and note disclosures included in the
Company's Annual Report on Form 10-K for the year ended July 31, 2000. The
consolidated results of operations for the three month periods ended October
31, 2000 and 1999 are not necessarily indicative of the results for the
respective full years.
NOTE 2 - DESCRIPTION OF BUSINESS
The Company is an independent financial services company providing
collateralized lending, financing and leasing services nationwide to primarily
middle-market commercial enterprises representing diverse industries such as
general construction, road and infrastructure construction and repair,
manufacturing, trucking and waste disposal. The Company lends against,
finances and leases a wide range of revenue-producing equipment such as
cranes, earth movers, machine tools, personnel lifts, trailers and trucks.
NOTE 3 - EARNINGS PER COMMON SHARE
Earnings per common share was calculated as follows (in thousands, except per
share amounts):
Three months ended October 31, 2000 1999
------------------------------------------------ ------ ------
Net earnings (used for basic earnings per share) $7,272 $6,240
Effect of convertible securities 730 762
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Adjusted net earnings (used for diluted
earnings per share) $8,002 $7,002
====== ======
Weighted average common shares outstanding
(used for basic earnings per share) 14,963 14,861
Effect of dilutive securities:
Convertible subordinated notes 3,024 3,167
Warrants 1,391 1,385
Stock options 209 245
------ ------
Adjusted weighted average common shares
and assumed conversions (used for
diluted earnings per share) 19,587 19,658
====== ======
Net earnings per common share - Diluted $0.41 $0.36
====== ======
Net earnings per common share - Basic $0.49 $0.42
====== ======
NOTE 4 - SENIOR DEBT
At October 31, 2000, the Company had $462.0 million of committed unsecured
revolving credit facilities with various banks including $232.0 million that
expire after October 31, 2001 and $230.0 million that expire before October
31, 2001. Long-term senior debt of $591.5 million at October 31, 2000
comprised $23.5 million of borrowings under credit facilities that expire
after October 31, 2001, $40.0 million of borrowings under credit facilities
that expire before October 31, 2001, $168.5 million of commercial paper
supported by credit facilities that expire after October 31, 2001 and $359.5
million of term notes payable. In September 2000, the Company established a
$200.0 million Medium Term Note Program and, in October 2000, issued $38.0
million of 8.5% fixed rate term notes thereunder that mature in May 2003.
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NOTE 5 - DERIVATIVE FINANCIAL INSTRUMENTS
At October 31, 2000, the Company had a variable to fixed interest rate swap
with a notional amount of $15.0 million, receive and pay rates of 6.6% and
5.0%, respectively, and a remaining term of three months. The Company entered
into this swap as a hedge against increases in market interest rates on the
underlying variable rate term debt instrument.
NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS
In August 2000, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" and SFAS No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities." These Statements require the fair value of
derivatives to be recorded as assets or liabilities. Gains or losses
resulting from changes in the fair values of derivatives are accounted for
depending on the purpose of the derivatives and whether they qualify for hedge
accounting treatment. The adoption of SFAS 133 and SFAS 138 did not have a
material effect on the Company's earnings or financial position.
PART I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Comparison of Three Months Ended October 31, 2000 to Three Months Ended
October 31, 1999
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Finance income increased by 30% to $33.1 million in the first quarter of
fiscal 2001 from $25.4 million in the first quarter of fiscal 2000. The
increase was primarily due to the 21%, or $202 million, increase in average
finance receivables outstanding to $1.166 billion in the first quarter of
fiscal 2001 from $964 million in the first quarter of fiscal 2000 and higher
yields on new finance receivables and on variable rate finance receivables
resulting from recent increases in market interest rates. Finance receivables
booked in the first quarter of fiscal 2001 and fiscal 2000 were $173 million
and $176 million, respectively.
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 38% to $16.1 million in the first quarter of fiscal 2001 from
$11.6 million in the first quarter of fiscal 2000. The increase was primarily
due to the 21% increase in average debt outstanding in the first quarter of
fiscal 2001 from the first quarter of fiscal 2000, higher rates incurred on
short term and variable rate debt resulting from higher average market
interest rates in the first quarter of fiscal 2001 from the first quarter of
fiscal 2000 and recent issuances of additional term debt.
Finance income before provision for possible losses on finance receivables
increased by 23% to $17.0 million in the first quarter of fiscal 2001 from
$13.8 million in the first quarter of fiscal 2000. Finance income before
provision for possible losses expressed as an annualized percentage of average
finance receivables outstanding ("net margin") was 5.8% in the first quarter
of fiscal 2001 compared to 5.7% in the first quarter of fiscal 2000.
The provision for possible losses on finance receivables increased by 70% to
$1.2 million in the first quarter of fiscal 2001 from $675,000 in the first
quarter of fiscal 2000. The provision for possible losses is determined by
the amount required to increase the allowance for possible losses to a level
that management considers appropriate. The allowance for possible losses was
$19.9 million, or 1.67% of finance receivables, at October 31, 2000, compared
to $19.0 million, or 1.68% of finance receivables, at July 31, 2000 and $16.8
million, or 1.71% of finance receivables, at October 31, 1999. The allowance
is periodically reviewed by the Company's management and is estimated based on
total finance receivables, net credit losses incurred and management's current
assessment of the risks inherent in the Company's finance receivables from
national and regional economic conditions, industry conditions,
concentrations, the financial condition of counterparties and other factors.
Future additions to the allowance may be necessary based on changes in these
factors.
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Net credit losses (write-downs of finance receivables less subsequent
recoveries) were $346,000 and $70,000 in the first quarter of fiscal 2001 and
2000, respectively. Net credit losses, expressed as an annualized percentage
of average finance receivables outstanding, were 0.12% and 0.03% in the first
quarter of 2001 and 2000, respectively. Non-performing finance receivables
were $18.9 million, or 1.6% of total finance receivables, at October 31, 2000,
compared to $16.2 million, or 1.4% of total finance receivables, at July 31,
2000 and $9.2 million, or 0.9% of total finance receivables, at October 31,
1999. Delinquent finance receivables (receivables with a contractual payment
more than 60 days past due) were $19.9 million, or 1.7% of total finance
receivables, at October 31, 2000, compared to $17.3 million, or 1.5% of total
finance receivables, at July 31, 2000 and $13.7 million, or 1.4% of total
finance receivables, at October 31, 1999. The Company's non-performing and
delinquent finance receivables and net credit losses have been increasing, and
may continue to do so, although their current and expected levels are within
industry standards.
Salaries and other expenses increased by 35% to $3.9 million in the first
quarter of fiscal 2001 from $2.9 million in the first quarter of fiscal 2000.
The increase was primarily due to the increase in the number of marketing and
administrative employees, salary increases and the opening of the Company's
sixth full service operations center in Atlanta, Georgia in February 2000.
Net earnings increased by 17% to $7.3 million in the first quarter of fiscal
2001 from $6.2 million in the first quarter of fiscal 2000. Diluted earnings
per share increased by 14% to $0.41 per share in the first quarter of fiscal
2001 from $0.36 per share in the first quarter of fiscal 2000 and basic
earnings per share increased by 17% to $0.49 per share in the first quarter of
fiscal 2001 from $0.42 per share in the first quarter of fiscal 2000. The
increase in diluted earnings per share was lower than the increase in net
earnings due to the effect that the convertible subordinated notes have on the
diluted earnings per share calculation.
LIQUIDITY AND CAPITAL RESOURCES
The Company is dependent upon the continued availability of funds to originate
or acquire finance receivables and to purchase portfolios of finance
receivables. The Company may obtain required funds from a variety of sources,
including operating cash flow, dealer placed and directly issued commercial
paper, borrowings under committed unsecured revolving credit facilities,
private and public issuances of term debt, securitizations and sales of common
and preferred equity. Management believes, but cannot assure, that the
Company has available sufficient liquidity to support its future operations.
The Company issues investment grade commercial paper directly and through a
$350.0 million program with recognized dealers. Commercial paper outstanding
at October 31, 2000 was $336.9 million. The Company's commercial paper is
unsecured and matures within 270 days. Increases in commercial paper are
generally offset by decreases in bank and other borrowings, and vice versa.
The Company's current policy is to maintain committed revolving credit
facilities from banks so that the aggregate amount available thereunder
exceeds commercial paper outstanding.
At October 31, 2000, the Company had $462.0 million of committed unsecured
revolving credit facilities with various banks including $232.0 million that
expire after one year and $230.0 million that expire within one year. At
October 31, 2000, the Company had $23.5 million of borrowings outstanding
under credit facilities expiring after one year and $40.0 million of
borrowings outstanding under credit facilities expiring within one year.
In September 2000, the Company established a $200.0 million Medium Term Note
Program and, in October 2000, issued $38.0 million of 8.5% fixed rate term
notes thereunder that mature in May 2003.
FORWARD-LOOKING STATEMENTS
Certain statements in this document including the words or phrases "can be,"
"expects," "may affect," "may depend," "believes," "estimate," "project," and
similar words and phrases constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements are subject
to various known and unknown risks and uncertainties and the Company cautions
you that any forward-looking information provided by or on its behalf is not a
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guarantee of future performance. The Company's actual results could differ
materially from those anticipated by such forward-looking statements due to a
number of factors, some of which are beyond the Company's control, including,
without limitation, (i) the ability to obtain funding on acceptable terms,
(ii) changes in the risks inherent in the Company's receivables portfolio and
the adequacy of the Company's reserves, (iii) changes in market interest
rates, (iv) changes in economic, financial, and market conditions, (v) changes
in competitive conditions and (vi) the loss of key executives or personnel.
Forward-looking statements apply only as of the date made and the Company is
not required to update forward-looking statements for subsequent or
unanticipated events or circumstances.
PART II
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4.13 - Indenture dated September 20, 2000 for Financial Federal
Credit Inc.'s $200 million Rule 144A Medium Term Note
Program
27 - Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated September 14, 2000
reporting, under Item 5, the announcement that Steven F. Groth
has joined its senior management team as senior vice president
and chief financial officer.
The Company filed a report on Form 8-K dated October 19, 2000
reporting, under Item 4, the announcement of the appointment of
Arthur Andersen LLP as the Company's independent auditors.
The Company filed a report on Form 8-K dated November 23, 2000
reporting, under Item 5, the announcement of the passing away
of its Chairman Clarence Y. Palitz Jr. on November 23, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
----------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Hamm
----------------------------
Controller and Assistant
Treasurer (Principal
Accounting Officer)
December 11, 2000
-----------------
(Date)
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INDEX TO EXHIBITS
Exhibit No. Exhibits
----------- ---------------------------------------------------------------
4.13 Indenture dated September 20, 2000 for Financial Federal Credit
Inc.'s $200 million Rule 144A Medium Term Note Program
27 Financial Data Schedule (EDGAR version only)
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