GREEN TREE FINANCIAL CORP
10-Q, 1996-05-14
ASSET-BACKED SECURITIES
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<PAGE>
 
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended   MARCH 31, 1996
                                                 --------------

                                       OR

        [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       For the transition period from  ______________  to  _____________

                      Commission file number   1-08916
                                             ------------    

                        GREEN TREE FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                                     41-1807858
- ----------------------------                --------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)


    1100 LANDMARK TOWERS, SAINT PAUL, MINNESOTA          55102-1639
- -----------------------------------------------------------------------------
     (Address of principal executive offices)            (Zip code)

       Registrant's telephone number, including area code: (612) 293-3400
                                                           --------------

- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)


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 
                            -------           -------                

AS OF APRIL 30, 1996, 136,853,806 SHARES OF COMMON STOCK OF GREEN TREE FINANCIAL
CORPORATION WERE OUTSTANDING.
<PAGE>
 
               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q

                          QUARTER ENDED MARCH 31, 1996

                                     INDEX
<TABLE>
<CAPTION>
 
 
PART  I  -  FINANCIAL INFORMATION                                         PAGE
<S>                                                                       <C>
 
     Item 1.   Financial Statements                                         3
 
     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                                   8
 
PART II  -  OTHER INFORMATION
 
     Item 1.   Legal Proceedings                                           13
 
     Item 2.   Changes in Securities                                       13
 
     Item 3.   Defaults Upon Senior Securities                             13
 
     Item 4.   Submission of Matters to a Vote of
               Security Holders                                            13
 
     Item 5.   Other Information                                           13
 
     Item 6.   Exhibits and Reports on Form 8-K                            13
 
 
SIGNATURES                                                                 14
 
EXHIBIT INDEX                                                              15
 
Exhibit 11.    Computation of Per Share Amounts                            16
 
Exhibit 12.    Computation of Ratio of Earnings to
               Fixed Charges                                               17
 
Exhibit 27.    Financial Data Schedule                                     18
</TABLE>

                                       2
<PAGE>
 
                         PART I - FINANCIAL INFORMATION

                         ITEM 1.  FINANCIAL STATEMENTS

               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                           March 31, 1996   December 31, 1995
                                           --------------   -----------------
                                              (unaudited)
<S>                                        <C>              <C>
  Assets:
     Cash and cash equivalents             $  366,738,000     $  295,767,000
     Cash deposits, restricted                153,835,000        151,811,000
     Other investments                         20,100,000         19,880,000
     Receivables:
       Excess servicing rights                918,289,000        764,617,000
       Commercial finance (net
         of allowance of $1,469,000
         and $1,071,000)                      295,097,000        141,793,000
       Other accounts receivable               58,372,000         52,546,000
     Contracts, GNMA certificates
       and collateral                         733,006,000        884,303,000
     Property, furniture and
       fixtures                                60,369,000         57,104,000
     Other assets                               8,809,000          8,225,000
                                           --------------     --------------
          Total assets                     $2,614,615,000     $2,376,046,000
                                           ==============     ==============
 
  Liabilities and Stockholders' Equity:
     Notes payable                         $   64,388,000     $   86,162,000
     Senior notes                              26,650,000         26,650,000
     Senior subordinated notes
       due 2002                               263,347,000        263,234,000
     Allowance for losses on
       contracts sold with
       recourse                               219,590,000        163,337,000
     Accounts payable and
       accrued liabilities                    290,781,000        266,131,000
     Investor payable                         287,880,000        238,448,000
     Income taxes, principally
       deferred                               445,964,000        407,062,000
                                           --------------     --------------
          Total liabilities                 1,598,600,000      1,451,024,000
 
     Common stock, $.01 par;
       authorized 150,000,000
       shares, issued 138,724,206
       shares (1996) and
       137,534,266 shares (1995)                1,387,000          1,375,000
     Additional paid-in capital               356,725,000        323,564,000
     Retained earnings                        711,816,000        653,996,000
                                           --------------     --------------
                                            1,069,928,000        978,935,000
 
     Less treasury stock,
       2,051,000 shares at cost               (53,913,000)       (53,913,000)
                                           --------------     --------------
          Total stockholders'
            equity                          1,016,015,000        925,022,000
                                           --------------     --------------
                                           $2,614,615,000     $2,376,046,000
                                           ==============     ==============
</TABLE>
                  See notes to unaudited financial statements.
  
                                       3
<PAGE>
 
               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
 
 
                                      Three Months Ended March 31
                                    --------------------------------
                                        1996                1995
                                    ------------        ------------
<S>                                 <C>                <C>
 
  Income:
     Net gains on contract sales    $155,484,000        $107,678,000
     Provision for losses on
       contract sales                (57,997,000)        (32,429,000)
     Interest                         45,182,000          32,689,000
     Service                          16,325,000          11,795,000
     Commissions and other             9,124,000           8,466,000
                                    ------------        ------------
                                     168,118,000         128,199,000
 
  Expenses:
     Interest                         11,364,000          10,438,000
     Cost of servicing                12,162,000           8,707,000
     General and administrative       37,556,000          27,233,000
                                    ------------        ------------
                                      61,082,000          46,378,000
                                    ------------        ------------
 
  Earnings before income taxes       107,036,000          81,821,000
 
  Income taxes                        40,674,000          31,092,000
                                    ------------        ------------
 
  Net earnings                      $ 66,362,000        $ 50,729,000
                                    ============        ============
 
  Earnings per common and
     common equivalent share                $.48                $.36
                                            ====                ====
 
  Weighted average common and
     common equivalent shares
     outstanding                     139,584,826         139,530,474
</TABLE>
                  See notes to unaudited financial statements.

                                       4
<PAGE>
 
               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>
                                              Three Months Ended March 31
                                           ----------------------------------
                                                 1996              1995
                                           ----------------  ----------------
<S>                                        <C>               <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
  Servicing fees and net interest
     payments collected                    $     62,282,000  $     44,552,000
  Net principal payments collected               44,594,000        10,749,000
  Interest on contracts and
     GNMA certificates                           12,129,000        10,541,000
  Interest on cash, commercial
   finance receivables and
   investments                                   15,658,000         9,613,000
  Commissions                                     8,659,000         7,244,000
  Other                                            (509,000)          822,000
                                           ----------------  ----------------
                                                142,813,000        83,521,000
                                           ----------------  ----------------
 
  Cash paid to employees and suppliers          (78,601,000)      (47,039,000)
  Interest paid on debt                          (4,735,000)       (3,283,000)
  Repossession losses net of recoveries          (4,427,000)         (977,000)
  FHA insurance premiums                           (435,000)         (389,000)
  Income taxes paid                                (393,000)       (3,922,000)
                                           ----------------  ----------------
                                                (88,591,000)      (55,610,000)
                                           ----------------  ----------------
  NET CASH PROVIDED BY OPERATIONS                54,222,000        27,911,000
 
  Purchase of contracts held for sale        (1,249,668,000)     (868,398,000)
  Proceeds from sale of contracts
     held for sale                            1,404,001,000       802,514,000
  Principal collections on contracts
     held for sale                               38,735,000        19,193,000
  Commercial finance loans disbursed           (530,717,000)     (312,026,000)
  Principal collections on
     commercial finance loans                   394,298,000       161,893,000
  Cash deposits provided as credit
     enhancements                                (2,907,000)       (3,002,000)
  Cash deposits returned                            882,000         2,689,000
                                           ----------------  ----------------
NET CASH PROVIDED BY (USED FOR)
  OPERATING ACTIVITIES                          108,846,000      (169,226,000)
                                           ----------------  ----------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, furniture
     and fixtures                                (7,971,000)       (2,442,000)
  Net (purchases) sales of
   investment securities                           (220,000)          103,000
                                           ----------------  ----------------
NET CASH USED FOR INVESTING ACTIVITIES          (8,191,000)        (2,339,000)
                                           ----------------  ----------------
</TABLE>

                                       5
<PAGE>
 
               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (continued)
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                               Three Months Ended March 31
                                               ----------------------------
                                                   1996            1995
                                               -------------   ------------
<S>                                           <C>              <C>
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings on credit facilities                790,252,000    541,004,000
  Repayments on credit facilities               (812,026,000)  (541,004,000)
  Dividends paid                                  (8,542,000)    (6,395,000)
  Common stock issued                                632,000        478,000
                                               -------------   ------------
NET CASH USED FOR FINANCING
  ACTIVITIES                                     (29,684,000)    (5,917,000)
                                               -------------   ------------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                            70,971,000   (177,482,000)
 
CASH AND CASH EQUIVALENTS BEGINNING
  OF PERIOD                                      295,767,000    455,956,000
                                               -------------   ------------
 
CASH AND CASH EQUIVALENTS END OF PERIOD        $ 366,738,000  $ 278,474,000
                                               =============  =============
 
RECONCILIATION OF NET EARNINGS
  TO NET CASH PROVIDED BY (USED FOR)
  OPERATING ACTIVITIES:
  Net earnings                                 $  66,362,000  $  50,729,000
  Provision for income taxes                      40,674,000     31,092,000
  Depreciation and amortization                    5,395,000      2,859,000
  Net contract payments collected, less
     excess servicing rights recorded            (34,219,000)   (54,642,000)
  Amortization of deferred service income         (4,708,000)    (3,420,000)
  Net amortization of present value
     discount                                    (16,610,000)   (11,091,000)
  Net increase in cash deposits                   (2,025,000)      (313,000)
  Purchase of contracts held for sale, net
     of sales and principal collections          193,068,000    (46,691,000)
  Commercial finance loans disbursed, net
     of sales and principal collections         (136,419,000)  (150,133,000)
  Net discount on sale of loans                   10,410,000      7,098,000
  Increase in interest payable                     6,036,000      6,773,000
  Other                                          (19,118,000)    (1,487,000)
                                               -------------   ------------ 
 
NET CASH PROVIDED BY (USED FOR)
  OPERATING ACTIVITIES                         $ 108,846,000  $(169,226,000)
                                               =============  =============
</TABLE>
                  See notes to unaudited financial statements.

                                       6
<PAGE>
 
               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


  A. Basis of Presentation

  The interim financial statements have been prepared by Green Tree Financial
  Corporation ("the Company"), without audit, pursuant to the rules and
  regulations of the Securities and Exchange Commission applicable to quarterly
  reports on Form 10-Q.  Certain information and footnote disclosures normally
  included in financial statements prepared in accordance with generally
  accepted accounting principles have been condensed or omitted pursuant to such
  rules and regulations, although management believes that the disclosures are
  adequate to make the information presented not misleading.  It is suggested
  that these financial statements be read in conjunction with the consolidated
  financial statements and related notes and schedules included in the Company's
  Annual Report on Form 10-K for the year ended December 31, 1995.

  Certain reclassifications have been made to the December 31, 1995 financial
  statements to conform to the classifications used in the March 31, 1996
  financial statements.  These reclassifications had no effect on net earnings
  or stockholders' equity as previously reported.

  In the opinion of management, the information furnished reflects all
  adjustments which are of a normal recurring nature and are necessary for a
  fair presentation of the Company's financial position as of March 31, 1996,
  the results of its operations for the three-month periods ended March 31, 1996
  and 1995, and its cash flows for the three-month periods ended March 31, 1996
  and 1995.

  B. Excess Servicing Rights Receivable

  Excess servicing rights receivable consists of:
<TABLE>
<CAPTION>
       
                                      March 31, 1996  December 31, 1995
                                      --------------  -----------------
     (in thousands)                     (unaudited)
<S>                                   <C>             <C>
 
     Gross cash flows receivable
      on contracts sold                  $1,862,135         $1,407,419
 
     Less:
      Prepayment reserve                   (899,473)          (674,775)
      FHA insurance and other fees          (11,054)           (11,100)
      Deferred service income              (126,678)           (92,452)
      Discount to present value            (235,570)          (183,132)
 
     Subordinated interest in
      NIM Certificates                      328,929            318,657
                                         ----------         ----------
                                         $  918,289         $  764,617
                                         ==========         ==========
</TABLE>

                                       7
<PAGE>
 
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS

  Green Tree Financial Corporation is a diversified financial services company
  that originates conditional sales contracts for manufactured homes, home
  improvements, consumer products and equipment financing, and provides
  commercial financing to manufacturers and dealers.  The Company also offers
  revolving credit, in the form of private-label credit cards, and originates
  home equity loans to consumers.  The Company's insurance agencies market
  physical damage and term mortgage life insurance relating to the customers'
  contracts it services.

  Results of Operations:

  The following table shows the percentage change in income, expenses and
  earnings for the three-month period ended March 31, 1996 as compared to the
  same period of 1995.
<TABLE>
<CAPTION>
 
                                      Three-month
                                   period-to-period
                                  increase (decrease)
                                       March 31,
                                     1995 to 1996
                                  -------------------
<S>                               <C> 
Income:
 Net gains on contract
  sales                                  44.4%
 Provision for losses on
  contract sales                         78.8
 Interest                                38.2
 Service                                 38.4
 Commissions and other                    7.8
Expenses:
 Interest                                 8.9
 Cost of servicing                       39.7
 General and
  administrative                         37.9
Earnings before income
 taxes                                   30.8
Net earnings                             30.8
</TABLE>

  Net gains on contract sales increased 44.4% in the first quarter of 1996 over
  the same period in 1995 as a result of increased dollar volume of contracts
  sold and longer average terms on the manufactured home and home improvement
  contracts sold.  This increase in net gains on contract sales was partially
  offset by decreased interest rate spreads on the manufactured housing
  contracts sold and a change in mix of contracts sold in the first quarter of
  1996 compared to the same period in 1995.  For the quarter ended March 31,
  1996, total contract sales increased $605,593,000, or 74.9%.

                                       8
<PAGE>
 
  The 78.8% increase in the provision for losses on contract sales in the
  first quarter of 1996 reflects the growth in total contract sales and the
  Company's increased provision for losses on contracts sales as a percentage of
  contracts sold.  This increased percentage is a result of increasing average
  contract terms and the changing mix of originations to loans which have a
  lower down payment.  The increase in the provision for losses on contract
  sales was offset by the change in mix of contracts sold.

  The following table sets forth the Company's contract originations and sales
  for the three-month periods ended March 31, 1996 and 1995.  Dollar amounts are
  in thousands.
<TABLE>
<CAPTION>
 
                                                  Three-month
                                                  period ended
                                                    March 31,
                                               1996          1995
                                            ----------    ----------
<S>                                        <C>           <C>  
Originations:
  Manufactured Housing                      $  898,035      $717,133
  Home Improvement/Home Equity                 163,003       116,292
  Consumer Products and Other                  206,808        61,082
                                            ----------      --------
    Total                                   $1,267,846      $894,507
                                            ==========      ========
 
Sales:
  Manufactured Housing                      $  864,035      $708,371
  Home Improvement                             118,857       100,075
  Consumer Products and Other                  431,147            --
                                            ----------      --------
    Total                                   $1,414,039      $808,446
                                            ==========      ========
</TABLE>

  The manufactured housing market experienced an increase in new home shipments
  during the first quarter of 1996 compared to 1995.  The Company continues to
  benefit from this increase and believes that it is maintaining its market
  share of contracts for financing new manufactured homes.  The Company's dollar
  volume of new manufactured housing contract originations rose 23.1% during the
  first quarter of 1996 over the same period in 1995.  The dollar volume of
  previously owned manufactured housing contract originations also rose 43.7%.
  The dollar volume of refinanced contracts increased slightly during the first
  quarter of 1996 compared to 1995.  The number of new contracts originated by
  the Company during the first quarter of 1996 has grown from 1995 and the
  average contract size has also increased due to a shift in the Company's
  manufactured home financing to more land-and-home contracts and price
  increases by the manufactured housing manufacturers.

  The dollar volume of home improvement/home equity, consumer products and other
  contract originations rose 108.5% in the first quarter of 1996 over 1995.
  This significant level of growth in these divisions results from expanding the
  number of relationships with contractors, remodelers and dealers throughout
  the United States.  This has provided the Company with an established and
  growing network through which to market its financing.

                                       9
<PAGE>
 
  Interest income is realized from contract inventory, commercial finance
  receivables, cash deposits, short-term investments, as well as amortization of
  the present value discount relating to excess servicing rights receivable.
  Interest income grew 38.2% during the first quarter of 1996 compared to the
  same period in 1995 primarily from increased earnings on the Company's
  commercial finance receivables, the increase in the amortization of the
  present value discount on the Company's growing excess servicing rights
  receivable and interest accrued on the subordinated Net Interest Margin
  Certificates.  Due to higher production levels, contract inventory for the
  three-months ended March 31, 1996 was higher on average than the same period
  in 1995 which also contributed to the increase in interest income.

  The increase in service income of 38.4% during the first quarter of 1996
  compared to the first quarter of 1995 resulted from the 39% growth in the
  Company's average originated servicing portfolio but was partially offset by
  the decline in servicing income on contracts originated by others.  The
  average unpaid principal balance of contracts being serviced for others
  decreased 20.8% during the first quarter of 1996 compared to the first quarter
  of 1995.  The Company expects this decline in outside servicing to continue in
  the future while overall servicing income should increase as its portfolio
  grows.

  Commissions and other income, which includes commissions earned on new
  insurance policies written and renewals on existing policies, as well as other
  income from late fees, grew 7.8% during the first quarter of 1996 compared to
  the same period in 1995.  This growth is primarily a result of the increase in
  net written insurance premiums as the Company's contract originations and
  servicing portfolio continue to grow.

  Interest expense increased 8.9% during the first quarter of 1996 as a result
  of the Company maintaining a higher level of borrowings to fund its loan
  originations and commercial finance portfolio during the first quarter of 1996
  compared to 1995.  This increase was partially offset by lower average
  interest rates in the first quarter of 1996.

  Green Tree's dollar amount of cost of servicing increased 39.7% during the
  first quarter of 1996 compared to the same period in 1995 as the Company's
  total average servicing portfolio grew 37.7%.  The Company's cost of servicing
  as a percentage of contracts serviced in the first quarter of 1996 increased
  slightly compared to the same period in 1995.

  General and administrative expenses rose 37.9% in the first quarter of 1996.
  As a percentage of contract originations, these expenses have remained
  consistent with the first quarter of 1995.  The dollar growth is due primarily
  to an increase in personnel and other costs related to the start-up and growth
  of the Company's new

                                       10
<PAGE>
 
  divisions as well as the increased volume of contracts the Company originated
  during the quarter.

  Capital Resources and Liquidity:

  The Company's business requires continued access to the capital markets for
  the purchase, warehousing and sale of contracts.  To satisfy these needs, the
  Company employs a variety of capital resources.

  Historically, the most important liquidity source for the Company has been its
  ability to sell contracts in the secondary markets through loan
  securitizations and sales of GNMA certificates.  During the first quarter of
  1996, the Company used a senior/subordinated structure for each of its two
  conventional manufactured home loan sales and enhanced a portion of the
  subordinated certificates sold with a corporate guarantee.  The Company's
  public home improvement loan sale in the first quarter of 1996 was comprised
  of two trusts.  The first trust, which included secured home improvement
  contracts, employed a senior/subordinated structure with a corporate guarantee
  and the second trust, which included unsecured home improvement contracts, was
  a single class pass-through with a corporate guarantee.  In addition, the
  first quarter sale of consumer products and equipment finance loans employed a
  multi-class credit tranched grantor trust structure with a limited corporate
  guarantee on the most junior tranche.

  Servicing fees and net interest payments collected, which has been the
  Company's principal source of cash, increased during the three-month period
  ended March 31, 1996 over the same period in 1995.  Contributing to this
  growth is an increase in normal servicing fees collected by the Company on its
  growing servicing portfolio, and an increase in excess servicing collected
  from the additional securitizations in which the Company has not sold a
  portion of the related excess servicing rights.

  Net principal payments collected were positive in each of the three-month
  periods ended March 31, 1996 and 1995 as a result of an increase in the
  contract principal payments collected by the Company as of the end of each
  period but not yet remitted to the investors/owners of the contracts.  These
  increases are a result of customer payoffs and the growth of the Company's
  servicing portfolio of contracts which have been sold.

  Interest on cash, commercial finance receivables and investments increased
  significantly during the first quarter of 1996 compared to the same period in
  1995 primarily as a result of the significant increase in commercial finance
  receivables serviced.  The Company's commercial finance division, which
  provides inventory and asset-based financing for manufacturers and dealers in
  a variety of industries, primarily manufactured housing and other products for
  which the Company provides retail financing, earned a net spread on
    
                                       11
<PAGE>
 
  approximately $428 million of sold receivables which it continues to service,
  as well as interest income on average net receivables of $223 million in its
  portfolio during the first quarter of 1996.  During the same period in 1995
  the Company earned interest on average net receivables outstanding of $248
  million and had not yet securitized any of its commercial finance receivables.

  Cash paid to employees and suppliers increased $31,562,000 in the first
  quarter of 1996 compared to the same period in 1995.  This growth relates
  primarily to the increase in the Company's portion of taxes paid in 1996 on
  the annual bonus of the chief executive officer pursuant to the terms of an
  employment agreement, as well as the 38.3% growth in the Company's total
  general and administrative expenses and servicing costs.

  Dividends paid by the Company increased 33.6% in the first quarter of 1996
  compared to the same period in 1995 as the Company's quarterly dividend rate
  increased 33.3% over the first quarter 1995 quarterly dividend rate.

  The Company had a $15,000,000 unsecured bank credit agreement for general
  operating purposes as of March 31, 1996 and closed a new $500 million
  unsecured bank credit agreement on April 16, 1996, replacing this existing
  facility.  This new credit facility is a three-year committed revolving line
  of credit which expires April 15, 1999.  In addition, the Company currently
  has $1.3 billion in master repurchase agreements with various investment
  banking firms for the purpose of financing its contract and commercial finance
  loan production.  At March 31, 1996, the Company had no borrowings outstanding
  under these agreements and had $1,247,500,000 available, subject to the
  availability of eligible collateral.  The master repurchase agreements
  generally provide for annual terms that are extended each quarter by mutual
  agreement of the parties for an additional annual term based upon receipt of
  updated quarterly financial information from the Company.  The Company
  believes that these agreements will continue to be renewed.

  The Company also has a commercial paper program through which it is authorized
  to issue up to $500,000,000 in notes of varying terms (not to exceed 270 days)
  to meet its liquidity needs.  This program is backed by the bank and master
  repurchase agreements referred to above.  As of March 31, 1996, the Company
  had issued and outstanding $67,500,000 in notes under this program.
  Commercial paper is expected to be an ongoing source of liquidity for purposes
  of meeting the Company's funding needs between sales of its contract and
  commercial loan production.
     
                                       12
<PAGE>
 
  PART II - OTHER INFORMATION

  ITEM 1.      LEGAL PROCEEDINGS

               The nature of the Company's business is such that it is routinely
               a party or subject to items of pending or threatened litigation.
               Although the ultimate outcome of certain of these matters cannot
               be predicted, management believes, based upon information
               currently available and the advice of counsel, that the
               resolution of these routine legal matters will not result in any
               material adverse effect on its consolidated financial condition.

  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. (A)  EXHIBITS

               11.     Computation of Per Share Amounts.
 
               12.     Computation of Ratio of Earnings to Fixed
                       Charges.
 
               27.     Financial Data Schedule.

          (B)  REPORTS ON FORM 8-K

               None.

                                       13
<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 hereunto duly authorized.

                                     GREEN TREE FINANCIAL CORPORATION



  DATE: May 13, 1996                 /s/Robley D. Evans
                                     ------------------------------
                                     Robley D. Evans
                                     Vice President and Controller



  DATE: May 13, 1996                 /s/Joel H. Gottesman
                                     ------------------------------
                                     Joel H. Gottesman
                                     Senior Vice President and
                                      General Counsel

                                       14
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 
 
Exhibit
Number     Exhibit                                         Page
- ---------  -------                                         ----
<S>        <C>                                            <C>
 
  11.      Computation of Per Share Amounts.                16
 
  12.      Computation of Ratio of Earnings to
           Fixed Charges.                                   17
 
  27.      Financial Data Schedule.                         18
</TABLE>

                                      15

<PAGE>
 
                                                                     Exhibit 11.
                                                                     -----------


               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES

                        COMPUTATION OF PER SHARE AMOUNTS
                                  (unaudited)

<TABLE>
<CAPTION>
 
 
                                        Three Months Ended March 31
                                        ---------------------------
                                            1996           1995
                                        -------------  ------------
<S>                                      <C>            <C>
PRIMARY:
 
Net earnings                             $ 66,362,000  $ 50,729,000
                                         ============  ============
 
Weighted average number of
 common and common equivalent
 shares outstanding:
  Weighted average common
   shares outstanding                     136,224,524   135,909,288
  Dilutive effect of stock
   options after application
   of treasury-stock method                 3,360,302     3,621,186
                                         ------------  ------------
                                          139,584,826   139,530,474
                                         ============  ============
 
Earnings per share                               $.48          $.36
                                                 ====          ====
 
 
 
FULLY DILUTED:
 
Net earnings                             $ 66,362,000  $ 50,729,000
                                         ============  ============
 
Weighted average number of
 common and common equivalent
 shares outstanding:
  Weighted average common
   shares outstanding                     136,224,524   135,909,288
  Dilutive effect of stock
   options after application
   of treasury-stock method                 3,710,093     3,796,726
                                         ------------  ------------
                                          139,934,617   139,706,014
                                         ============  ============
 
Earnings per share                               $.47          $.36
                                                 ====          ====
</TABLE>

                                      16

<PAGE>
 
                                                                     Exhibit 12.
                                                                     -----------


               GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
               -------------------------------------------------

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
               -------------------------------------------------

<TABLE>
<CAPTION>
 
 
                                             Three months
                                                 ended
                                            March 31, 1996
                                            ---------------
                                              (unaudited)
<S>                                         <C>
 
  Earnings:
     Earnings before income taxes             $107,036,000
 
  Fixed charges:
     Interest                                   11,364,000
     One-third rent                                620,000
                                              ------------
                                                11,984,000
                                              ------------
                                              $119,020,000
                                              ============
  Fixed charges:
     Interest                                 $ 11,364,000
     One-third rent                                620,000
                                              ------------
                                              $ 11,984,000
                                              ============
 
  Ratio of earnings to fixed charges (1)              9.93
                                              ============
        
</TABLE>
  (1)  For purposes of computing the ratio, earnings consist of earnings before
       income taxes plus fixed charges.

                                      17

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND> 
This schedule contains summary financial information extracted from Green Tree
Financial Corporation and Subsidiaries for the three-month period ended March
31, 1996 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                                       <C>
<PERIOD-TYPE>                             3-MOS              
<FISCAL-YEAR-END>                                     DEC-31-1996       
<PERIOD-START>                                        JAN-01-1996          
<PERIOD-END>                                          MAR-31-1996       
<CASH>                                                520,573,000
<SECURITIES>                                           20,100,000
<RECEIVABLES>                                         358,374,000
<ALLOWANCES>                                            1,469,000
<INVENTORY>                                           733,006,000
<CURRENT-ASSETS>                                                0
<PP&E>                                                 91,530,000
<DEPRECIATION>                                         31,161,000   
<TOTAL-ASSETS>                                      2,614,615,000   
<CURRENT-LIABILITIES>                                           0    
<BONDS>                                               289,997,000    
<COMMON>                                                1,387,000    
                                           0
                                                     0    
<OTHER-SE>                                          1,014,628,000
<TOTAL-LIABILITY-AND-EQUITY>                        2,614,615,000    
<SALES>                                               155,484,000     
<TOTAL-REVENUES>                                      168,118,000               
<CGS>                                                           0
<TOTAL-COSTS>                                          49,718,000
<OTHER-EXPENSES>                                                0
<LOSS-PROVISION>                                       57,997,000
<INTEREST-EXPENSE>                                     11,364,000
<INCOME-PRETAX>                                       107,036,000
<INCOME-TAX>                                           40,674,000
<INCOME-CONTINUING>                                    66,362,000
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                           66,362,000
<EPS-PRIMARY>                                                 .48
<EPS-DILUTED>                                                 .47
                                                    

</TABLE>


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