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 April 30, 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 June 1, 2000, 14,933,741 shares of Registrant's common stock, $.50 par
value, were outstanding.
<PAGE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended April 30, 2000
TABLE OF CONTENTS
Part I - Financial Information Page No.
------------------------------------------------------------------- --------
Item 1 Financial Statements:
Consolidated Balance Sheet at April 30, 2000 (unaudited)
and July 31, 1999 (audited) 3
Consolidated Statement of Operations and Retained Earnings
for the three and nine months ended April 30, 2000 and
1999 (unaudited) 4
Consolidated Statement of Cash Flows for the nine months
ended April 30, 2000 and 1999 (unaudited) 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Part II - Other Information
---------------------------
Item 6 Exhibits and Reports on Form 8-K 9
Signatures 10
2
<PAGE>
<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<CAPTION>
April 30, July 31,
2000 * 1999
---------- --------
ASSETS
<S> <C> <C>
Finance receivables $1,077,297 $948,727
Allowance for possible losses (18,084) (16,202)
---------- --------
Finance receivables - net 1,059,213 932,525
Cash 5,486 5,544
Other assets 3,555 4,116
---------- --------
TOTAL ASSETS $1,068,254 $942,185
========== ========
LIABILITIES
Senior debt:
Long-term ($33,012 at April 30, 2000 and $38,879 at
July 31, 1999 due to related parties) $515,547 $540,662
Short-term 230,071 106,990
Subordinated debt ($4,681 at April 30, 2000 and July 31, 1999
due to related parties) 93,490 97,790
Accrued interest, taxes and other liabilities 38,086 29,500
Deferred income taxes 25,861 22,261
---------- --------
Total liabilities 903,055 797,203
---------- --------
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: 14,920,014 at April 30, 2000 and 14,860,207
at July 31, 1999 7,460 7,430
Additional paid-in capital 58,477 58,115
Warrants - issued and outstanding 1,606,500 29 29
Retained earnings 99,233 79,408
---------- --------
Total stockholders' equity 165,199 144,982
---------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,068,254 $942,185
========== ========
<FN>
* Unaudited
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS *
(Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
Three months ended Nine months ended
April 30, April 30,
----------------- -------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Finance income $28,194 $22,279 $80,281 $64,903
Interest expense 13,027 9,489 37,211 28,568
------- ------- ------- -------
Finance income before provision for possible
losses on finance receivables 15,167 12,790 43,070 36,335
Provision for possible losses on finance receivables 975 800 2,200 2,250
------- ------- ------- -------
Net finance income 14,192 11,990 40,870 34,085
Gain on debt retirement 379 498 764 685
Salaries and other expenses (3,405) (2,847) (9,279) (7,845)
------- ------- ------- -------
Earnings before income taxes 11,166 9,641 32,355 26,925
Provision for income taxes 4,328 3,743 12,530 10,420
------- ------- ------- -------
NET EARNINGS 6,838 5,898 19,825 16,505
Retained earnings - beginning of period 92,395 68,517 79,408 57,910
Repurchases of common stock (1,100) (1,100)
------- ------- ------- -------
RETAINED EARNINGS - END OF PERIOD $99,233 $73,315 $99,233 $73,315
======= ======= ======= =======
EARNINGS PER COMMON SHARE:
Diluted $0.39 $0.34 $1.13 $0.95
===== ===== ===== =====
Basic $0.46 $0.40 $1.33 $1.11
===== ===== ===== =====
<FN>
* Unaudited
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE
4
<PAGE>
</TABLE>
<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS *
(Dollars in Thousands)
<CAPTION>
Nine Months Ended April 30, 2000 1999
--------------------------------------------------------------------------- -------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $19,825 $16,505
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for possible losses on finance receivables 2,200 2,250
Depreciation and amortization 5,434 4,451
Deferred income taxes 3,600 3,056
Gain on debt retirement (764) (685)
Decrease in other assets 692 304
Increase (decrease) in accrued interest, taxes and other liabilities 8,586 (4,704)
-------- --------
Net cash provided by operating activities 39,573 21,177
-------- --------
Cash flows from investing activities:
Finance receivables:
Originated (522,394) (488,910)
Collected 388,310 360,579
Other (369) (290)
-------- --------
Net cash (used in) investing activities (134,453) (128,621)
-------- --------
Cash flows from financing activities:
Commercial paper:
Maturities 90 days or less (net) 71,912 38,945
Maturities greater than 90 days:
Proceeds 64,840 66,270
Repayments (71,501) (75,867)
Bank borrowings - net proceeds (repayments) (37,670) 15,425
Proceeds from senior term notes 50,000
Proceeds from term loans - banks 15,000 70,000
Repurchases of convertible subordinated notes (3,536) (3,815)
Variable rate senior term notes - net proceeds (repayments) 5,385 (2,897)
Repurchases of common stock (1,721)
Proceeds from exercise of stock options 392 625
Tax benefit from stock options 22
-------- --------
Net cash provided by financing activities 94,822 106,987
-------- --------
NET (DECREASE) IN CASH (58) (457)
Cash - beginning of period 5,544 2,756
-------- --------
CASH - END OF PERIOD $5,486 $2,299
======== ========
Supplemental disclosures of cash flow information:
Interest paid $33,661 $26,614
======== ========
Income taxes paid $7,386 $4,804
======== ========
<FN>
* Unaudited
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
5
<PAGE>
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 April
30, 2000 and the results of operations and cash flows of the Company for the
three and nine month periods ended April 30, 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, 1999. The
consolidated results of operations for the three and nine month periods ended
April 30, 2000 and 1999 are not necessarily indicative of the results for the
respective full years.
NOTE 2 - EARNINGS PER COMMON SHARE
----------------------------------
Earnings per common share was calculated as follows (in thousands, except per
share amounts):
<TABLE>
<CAPTION>
Three months ended Nine months ended
April 30, April 30,
----------------- -------------------
2000 1999 2000 1999
------ ------ ------- -------
<S> <C> <C> <C> <C>
Net earnings (used for basic earnings per share) $6,838 $5,898 $19,825 $16,505
Effect of convertible securities 716 748 2,227 2,313
------ ------ ------- -------
Adjusted net earnings (used for diluted earnings
per share) $7,554 $6,646 $22,052 $18,818
====== ====== ======= =======
Weighted average common shares outstanding
(used for basic earnings per share) 14,911 14,873 14,879 14,865
Effect of dilutive securities:
Convertible subordinated notes 3,040 3,222 3,118 3,261
Warrants 1,356 1,371 1,374 1,399
Stock options 157 258 216 320
------ ------ ------- -------
Adjusted weighted average common shares and
assumed conversions (used for diluted
earnings per share) 19,464 19,724 19,587 19,845
====== ====== ======= =======
Net earnings per common share - Diluted $0.39 $0.34 $1.13 $0.95
===== ===== ===== =====
Net earnings per common share - Basic $0.46 $0.40 $1.33 $1.11
===== ===== ===== =====
</TABLE>
NOTE 3 - SENIOR DEBT
--------------------
At April 30, 2000, the Company had $442.0 million of committed unsecured
revolving credit facilities with various banks including $197.0 million that
expire after April 30, 2001 and $245.0 million that expire on or before April
30, 2001. Long-term senior debt of $515.5 million at April 30, 2000 comprised
$15.0 million of borrowings under credit facilities that expire after April
30, 2001, $13.3 million of borrowings under credit facilities that expire on
or before April 30, 2001, $168.7 million of commercial paper supported by
credit facilities that expire after April 30, 2001 and $318.5 million of term
notes payable. In September 1999, the Company issued $50.0 million of 7.57%
fixed rate senior term notes that mature in September 2002.
NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS
-----------------------------------------
At April 30, 2000, the Company had variable to fixed interest rate swaps with
a total notional amount of $25.0 million, weighted average receive and pay
rates of 6.6% and 5.2%, respectively, and a weighted average remaining term of
eight months.
6
<PAGE>
NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement requires the fair value
of derivatives to be recorded as assets or liabilities. Gains or losses
resulting from changes in the fair values of derivatives would be accounted
for depending on the purpose of the derivatives and whether they qualify for
hedge accounting treatment. This statement, as deferred by SFAS No. 137,
"Accounting for Derivatives and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133," issued in June 1999, is effective for fiscal
years beginning after June 15, 2000. The Company has not yet determined the
impact SFAS 133 will have on its 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 April 30, 2000 to three months ended April
30, 1999
---------------------------------------------------------------------------
Finance income increased by 27% to $28.2 million in the third quarter of
fiscal 2000 from $22.3 million in the third quarter of fiscal 1999. The
increase was primarily due to the 22%, or $181 million, increase in average
finance receivables outstanding to $1.044 billion in the third quarter of
fiscal 2000 from $863 million in the third quarter of fiscal 1999 and to a
lesser extent, higher yields on new receivables and on variable rate
receivables resulting from increases in market interest rates. Finance
receivables booked in the third quarter of fiscal 2000 and fiscal 1999 were
$186 million and $188 million, respectively.
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 37% to $13.0 million in the third quarter of fiscal 2000 from
$9.5 million in the third quarter of fiscal 1999. The increase was primarily
due to the 21% increase in average debt outstanding in the third quarter of
fiscal 2000 from the third quarter of fiscal 1999, higher rates incurred on
short term and variable rate debt resulting from higher average market
interest rates in the third quarter of fiscal 2000 from the third quarter of
fiscal 1999 and recent issuances of additional term debt.
Finance income before provision for possible losses on finance receivables
increased by 19% to $15.2 million in the third quarter of fiscal 2000 from
$12.8 million in the third quarter of fiscal 1999. Finance income before
provision for possible losses, expressed as an annualized percentage of
average finance receivables outstanding, decreased to 5.9% in the third
quarter of fiscal 2000 from 6.1% in the third quarter of fiscal 1999 primarily
due to the increase in market interest rates.
The provision for possible losses on finance receivables increased by 22% to
$975,000 in the third quarter of fiscal 2000 from $800,000 in the third
quarter of fiscal 1999. 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
$18.1 million, or 1.68% of finance receivables at April 30, 2000, as compared
to $15.4 million, or 1.72% of finance receivables, at April 30, 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. Non-performing finance receivables were $14.2
million, or 1.3% of total finance receivables, at April 30, 2000, compared to
$8.9 million, or 1.0% of total finance receivables, at April 30, 1999.
In the third quarter of fiscal 2000, the Company repurchased $2.0 million
principal amount of its convertible subordinated notes for $1.6 million.
7
<PAGE>
Salaries and other expenses increased by 20% to $3.4 million in the third
quarter of fiscal 2000 from $2.8 million in the third quarter of fiscal 1999
primarily due to the increase in the number of employees, salary increases and
the opening of a new full service operations center in Atlanta, Georgia in
February 2000.
Net earnings increased by 16% to $6.8 million in the third quarter of fiscal
2000 from $5.9 million in the third quarter of fiscal 1999. Diluted earnings
per share increased by 15% to $0.39 per share in the third quarter of fiscal
2000 from $0.34 per share in the third quarter of fiscal 1999 and basic
earnings per share increased by 15% to $0.46 per share in the third quarter of
fiscal 2000 from $0.40 per share in the third quarter of fiscal 1999.
Comparison of nine months ended April 30, 2000 to nine months ended April 30,
1999
------------------------------------------------------------------------------
Finance income increased by 24% to $80.3 million in the first nine months of
fiscal 2000 from $64.9 million in the first nine months of fiscal 1999. The
increase was primarily due to the 21%, or $176 million, increase in average
finance receivables outstanding to $1.001 billion in the first nine months of
fiscal 2000 from $825 million in the first nine months of fiscal 1999 and to a
lesser extent, higher yields on new receivables and on variable rate
receivables resulting from increases in market interest rates. Finance
receivables booked in the first nine months of fiscal 2000 increased by 7% to
$522 million from $489 million in the first nine months of fiscal 1999.
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 30% to $37.2 million in the first nine months of fiscal 2000 from
$28.6 million in the first nine months of fiscal 1999. The increase was
primarily due to the 22% increase in average debt outstanding in the first
nine months of fiscal 2000 from the first nine months of fiscal 1999, higher
rates incurred on short term and variable rate debt resulting from higher
average market interest rates in the first nine months of fiscal 2000 from the
first nine months of fiscal 1999 and recent issuances of additional term debt.
Finance income before provision for possible losses on finance receivables
increased by 19% to $43.1 million in the first nine months of fiscal 2000 from
$36.3 million in the first nine months of fiscal 1999. Finance income before
provision for possible losses, expressed as an annualized percentage of
average finance receivables outstanding, decreased to 5.7% in the first nine
months of fiscal 2000 from 5.9% in the first nine months of fiscal 1999
primarily due to the increase in market interest rates.
The provision for possible losses on finance receivables decreased by 2% to
$2.2 million in the first nine months of fiscal 2000 from $2.3 million in the
first nine months of fiscal 1999. 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 $18.1 million, or 1.68% of finance receivables at April
30, 2000, as compared to $15.4 million, or 1.72% of finance receivables, at
April 30, 1999.
In the first nine months of fiscal 2000, the Company repurchased $4.3 million
principal amount of its convertible subordinated notes for $3.5 million.
Salaries and other expenses increased by 18% to $9.3 million in the first nine
months of fiscal 2000 from $7.8 million in the first nine months of fiscal
1999 primarily due to the increase in the number of employees and salary
increases.
Net earnings increased by 20% to $19.8 million in the first nine months of
fiscal 2000 from $16.5 million in the first nine months of fiscal 1999.
Diluted earnings per share increased by 19% to $1.13 per share in the first
nine months of fiscal 2000 from $0.95 per share in the first nine months of
fiscal 1999 and basic earnings per share increased by 20% to $1.33 per share
in the first nine months of fiscal 2000 from $1.11 per share in the first nine
months of fiscal 1999.
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 internal generation, 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.
8
<PAGE>
The Company issues investment grade commercial paper directly and through a
$350.0 million program with recognized dealers. Commercial paper outstanding
at April 30, 2000 was $348.7 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 April 30, 2000, the Company had $442.0 million of committed unsecured
revolving credit facilities with various banks including $197.0 million that
expire after one year and $245.0 million that expire within one year. At
April 30, 2000, the Company had $15.0 million of borrowings outstanding under
credit facilities expiring after one year and $13.3 million of borrowings
outstanding under credit facilities expiring within one year.
In March 2000, the Company was notified that the two rating agencies that rate
the debt of Financial Federal Credit Inc. ("FFCI", the Company's major
operating subsidiary), Fitch IBCA, Inc. and Duff & Phelps Credit Rating Co.,
were merging, and that after the merger, the combined entity would only assign
one series of ratings. In April 2000, Thomson Financial Bankwatch assigned
FFCI investment grade ratings of "TBW-2" on its commercial paper and "BBB+" on
its long term senior debt. At April 30, 2000, FFCI's commercial paper was
also rated "F-2" by Fitch IBCA, Inc. and "D-2" by Duff & Phelps Credit Rating
Co., its senior notes "BBB" by Fitch IBCA, Inc. and the notes issued under its
Medium Term Note Program "BBB" by Duff & Phelps Credit Rating Co.
In September 1999, the Company issued $50.0 million of senior term notes due
in September 2002.
YEAR 2000
As of the date of this filing, the Company has not experienced any business
interruptions resulting from the Year 2000 issue. The Company will continue
to monitor its information technology systems for possible future
interruptions.
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Operations and Financial
Condition contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve risks, uncertainties and assumptions due to their subjective nature.
Therefore, actual outcomes and results could differ materially from those
anticipated by such forward-looking statements due to the impact of many
factors beyond the Company's control, including economic, geographic and
industry conditions, availability of funding sources, market risk from
fluctuations in interest rates, prepayments, competition and changes in laws
or regulations.
PART II
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 - Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the quarter
ended April 30, 2000.
9
<PAGE>
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/ Michael C. Palitz
----------------------------
Executive Vice President and
Chief Financial Officer
By: /s/ David H. Hamm
----------------------------
Controller and Assistant
Treasurer
June 12, 2000
(Date)
10
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INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibits
----------- --------
27 Financial Data Schedule (EDGAR version only)
<PAGE>
