<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-26324
ROCKFORD INDUSTRIES, INC.
CALIFORNIA 33-0075112
- ---------------------------- ------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1851 E. FIRST ST.
SANTA ANA, CA 92705
- ---------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
(714) 547-7166
- -------------------------------------------------------------------------------
(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
--- ---
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S NO PAR VALUE
COMMON STOCK AT OCTOBER 31, 1996 WAS 4,105,517.
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ROCKFORD INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
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<S> <C>
PART I. FINANCIAL INFORMATION:
- -------------------------------
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Balance Sheets - 3
September 30, 1996 (unaudited) and December 31, 1995
Consolidated Statements of Income - 4
Three months and nine months ended September 30, 1996 and 1995 (unaudited)
Consolidated Statements of Cash Flows - 5
Nine months ended September 30, 1996 and 1995 (unaudited)
Notes to Consolidated Financial Statements 6 - 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 8 - 13
PART II. OTHER INFORMATION 14
- ---------------------------
SIGNATURES 15
</TABLE>
2
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ROCKFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents .................................... $ 3,863,618 $ 9,409,305
Restricted cash and cash equivalents .......................... 5,241,785 2,875,544
Accounts receivable (net of allowance for doubtful
accounts of $350,000 at September 30, 1996 and $200,000
at December 31, 1995) ....................................... 15,492,226 4,366,449
Note receivable from officer ................................. 116,667 175,000
Prepaid expenses .............................................. 790,959 359,108
Net investment in direct finance leases (net of
lease receivable and residual valuation allowance
of $725,000 at September 30, 1996 and $400,000 at
December 31, 1995) .......................................... 26,321,229 34,520,656
Net fixed assets .............................................. 1,610,505 869,120
Discounted lease rentals assigned to lenders (Note 2).......... 102,625,719 92,143,770
------------ ------------
$156,062,708 $144,718,952
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Note payable to bank ......................................... $ 4,396,349 $ -
Accounts payable ............................................. 8,096,878 3,280,651
Accrued liabilities .......................................... 3,583,302 3,314,116
Income taxes payable ......................................... 38,483 1,204,283
Deferred income taxes ........................................ 807,257 1,074,000
Nonrecourse debt (Note 2) ..................................... 119,392,331 118,202,211
------------ ------------
Total liabilities ... 136,314,600 127,075,261
Commitments and contingencies - -
Stockholders' equity:
Series A redeemable preferred stock ........................... 1,575,000 1,575,000
Common stock no par value; 10,000,000 shares authorized;
4,104,204 shares issued and outstanding .................... 14,022,473 14,001,360
Retained earnings ............................................. 4,150,635 2,067,331
------------ ------------
Total stockholders' equity ............................... 19,748,108 17,643,691
------------ ------------
$156,062,708 $144,718,952
============ ============
</TABLE>
See notes to financial statements
3
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ROCKFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Sales of equipment ......................... $27,275,770 $17,770,153 $68,197,986 $43,162,746
Interest income ............................ 1,188,878 1,345,113 3,640,328 4,026,813
Gain on sale of financing transactions ..... 1,147,483 440,708 3,189,479 1,778,389
Other income ............................... 729,488 208,834 1,981,153 455,893
----------- ----------- ----------- -----------
Total revenues ........................ 30,341,619 19,764,808 77,008,946 49,423,841
COSTS:
Cost of equipment sold ..................... 24,109,191 15,940,036 60,632,950 38,660,389
Interest expense ........................... 635,406 807,572 1,961,389 2,554,686
----------- ----------- ----------- -----------
Total costs ........................... 24,744,597 16,747,608 62,594,339 41,215,075
----------- ----------- ----------- -----------
GROSS PROFIT ............................... 5,597,022 3,017,200 14,414,607 8,208,766
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES .................. 4,343,373 2,035,421 10,805,947 6,302,298
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES ................. 1,253,649 981,779 3,608,660 1,906,468
INCOME TAXES ............................... 501,460 392,715 1,443,464 762,586
----------- ----------- ----------- -----------
NET INCOME ................................. $ 752,189 $ 589,064 $ 2,165,196 $ 1,143,882
=========== =========== =========== ===========
INCOME PER SHARE ........................... $ .17 $ .15 $ .48 $ .38
=========== =========== =========== ===========
NET INCOME APPLICABLE TO
COMMON STOCKHOLDERS ...................... $ 725,723 $ 2,100,949
=========== ===========
Weighted average shares outstanding ........ 4,520,000 4,039,000 4,493,000 2,982,000
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
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ROCKFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASHFLOWS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1996 1995
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ..................................................................... $ 2,165,196 $ 1,143,882
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization .............................................. 229,844 103,215
Increase in lease receivable allowance ..................................... 325,000 75,000
Gain on sale of residuals .................................................. (361,734) (224,560)
Gain on sale of financing transactions ..................................... (3,189,479) (1,778,389)
Initial direct cost amortization ........................................... 990,884 1,091,935
Net amortization of deferred interest income ............................... (2,669,823) (2,564,063)
Increase in restricted cash ................................................ (2,366,241) (2,026,825)
Change in accounts receivable and prepaid expenses ......................... (11,499,295) (3,887,709)
Change in accounts payable and accrued liabilities ......................... 5,085,413 1,837,495
Dividends payable .......................................................... - -
Change in income taxes payable ............................................. (1,165,800) -
Change in deferred income taxes ............................................ (266,743) 745,970
------------ ------------
Net cash used in operating activities .................................... (12,722,778) (5,484,049)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received from lessees ................................................ 6,015,259 4,743,846
Proceeds from sale of residuals ............................................... 831,621 658,652
Purchase of fixed assets ...................................................... (971,229) (503,365)
Initial direct costs .......................................................... (988,141) (851,811)
Equipment purchased for lease ................................................. (93,699,238) (59,971,832)
------------ ------------
Net cash used in investing activities .................................... (88,811,728) (55,924,510)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from nonrecourse debt and securitizations ............................ 91,653,248 62,396,280
Proceeds from notes payable to bank ........................................... 15,658,598 6,792,326
Payments on notes payable to bank ............................................. (11,262,249) (13,068,622)
Proceeds from sale of common stock ............................................ 21,113 -
Proceeds from sale of preferred stock ......................................... - 1,575,000
Proceeds from initial public offering ......................................... - 11,191,216
Dividends on preferred stock .................................................. (81,891) -
------------ ------------
Net cash provided by financing activities ................................. 95,988,819 68,886,200
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS ..................................... (5,545,687) 7,477,641
CASH AND CASH EQUIVALENTS, beginning of year .................................. 9,409,305 2,636,043
------------ ------------
CASH AND CASH EQUIVALENTS, end of period ...................................... $ 3,863,618 $ 10,113,684
============ ============
SUPPLEMENTAL DISCLOSURES:
Income taxes paid ............................................................. $ 2,884,573 $ 25,140
============ ============
Interest paid ................................................................. $ 153,948 $ 221,794
============ ============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES -
Estimated lessee payments made directly to nonrecourse lending institutions ... $ 39,832,548 $ 37,130,975
============ ============
</TABLE>
See notes to financial statements.
5
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ROCKFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying consolidated financial statements, including the accounts of
Rockford Industries, Inc. and its wholly-owned subsidiaries (the "Company),
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
("GAAP") for complete financial statements. The financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K filed with the SEC on March 28, 1996.
In the opinion of management, the consolidated financial statements contain all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair statement of the balance sheets as of September 30, 1996
and December 31, 1995, the statements of income for the three and nine month
periods ended September 30, 1996 and 1995, and the statements of cash flows for
the nine month periods ended September 30, 1996 and 1995. The results of
operations for the nine month period ended September 30, 1996 are not
necessarily indicative of the results of operations to be expected for the
entire fiscal year ending December 31, 1996.
NOTE 2 - RECLASSIFICATION/NEW ACCOUNTING PRONOUNCEMENTS
- -------------------------------------------------------
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
statement is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996, and is to be
applied prospectively. Management has not completed an analysis of the impact
of applying this new statement; however, the Company intends to begin applying
this new standard, effective January 1, 1997.
The release of SFAS 125 caused the Company to reassess its balance sheet
presentation of certain assets and liabilities in light of current accounting
literature and this pending new standard. This reassessment resulted in the
determination that the assets and liabilities, previously recorded on the
Company's balance sheet as discounted lease rentals assigned to lenders and
nonrecourse debt, should be offset for associated finance transactions in which
the Company has no continuing economic interest and in which the Company is
legally relieved of all obligations as a result of the sale. Consequently, the
Company has recorded a reclassification of $39,939,044 resulting in a decrease
of discounted lease rentals assigned to lenders and nonrecourse debt at
December 31, 1995, in order to conform the December 31, 1995 balance sheet to
the September 30, 1996 presentation. This reclassification had no impact on
the Company's statements of income, cash flows, or stockholders' equity.
In October 1995, the Financial Accounting Standards Board issued SFAS No. 123,
Accounting for Stock-Based Compensation, which requires adoption of the
disclosure provisions no later than fiscal years beginning after December 15,
1995 and adoption of the recognition and measurement provisions for non-employee
transactions no later than December 15, 1995. The new standard defines a fair
market value method of accounting for stock options and other equity
instruments. Under the fair value method, compensation cost is measured at the
grant date based on the fair value of the award and is recognized over the
service period, which is usually the vesting period.
Pursuant to the new standard, companies are encouraged, but not required, to
adopt the fair value method of accounting for employee stock-based
transactions. Companies are also permitted to continue to account for such
transactions under Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to
6
<PAGE> 7
Employees, but would be required to disclose in a note to the financial
statements pro forma net income and, if presented, earnings per share as if the
company had applied the new method of accounting. The Company has determined
that it will not change to the fair value method and will continue to use
Accounting Principle Board Opinion No. 25 for measurement and recognition of
employee stock based transactions.
NOTE 3 - LINE OF CREDIT
- -----------------------
On September 30, 1996, the Company renegotiated its credit facility (the
"Revolver") with CoreStates Bank N. A. The Revolver borrowing limit was
increased to $20 million, which includes a sublimit of $5 million providing an
overdraft line of credit. The interest rate for the facility is favorable to
the facility which was in place prior to May 1996. The facility terminates in
May 1997.
NOTE 4 - SUBSEQUENT EVENTS
- --------------------------
Asset Securitization
- --------------------
In February 1996, SunAmerica and the Company entered into an agreement pursuant
to which SunAmerica agreed to purchase up to $100 million in principal amount of
trust certificates under this securitization agreement. This agreement was
amended by the parties on November 6, 1996 in order to extend the term thereof
from December 31, 1996 to April 30, 1997. In addition, under a commitment letter
dated November 7, 1996, Centre Square Funding Corporation, which is administered
by CoreStates Bank, N. A., agreed to provide the Company with a $150 million
three-year facility for the securitization of equipment finance contracts,
subject to satisfying several significant conditions.
7
<PAGE> 8
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CUSTOMER FINANCE CONTRACT ACCOUNTING
The Company principally engages in two types of equipment financing
transactions with its customers, which transactions are classified for
accounting purposes either as equipment sales or as direct finance leases. The
recognition of income among accounting periods varies depending upon the type
of financing transaction.
Equipment Sales. Sales of equipment are recognized on equipment
financing transactions when the Company has no continuing economic interest in
the underlying finance contract. The Company does not retain a continuing
economic interest in the transaction when the following criteria are met: (i)
at the time of origination, the transaction is assigned on a nonrecourse basis
to a third party, (ii) the Company has no residual interest in the underlying
transaction, and (iii) all rights to the underlying payment stream and
equipment are transferred to the third party assignee (nonrecourse lender or
limited recourse lender). The cash proceeds from a nonrecourse assignment,
determined by discounting the customer payments due under the finance contract
at the discount rate established with the nonrecourse lender or limited
recourse lender, are recorded as equipment sales and the equipment cost
associated with a finance contract is recorded as cost of sales. The Company
also records the cash proceeds from the assignment on its balance sheet as
discounted lease rentals assigned to lenders and nonrecourse debt, unless the
Company is legally relieved of all obligations as a result of the sale. For
the nine months ended September 30, 1996, finance contracts accounted for as
sales transactions amounted to 65.1% (as compared to 65.0% for the nine months
ended September 30, 1995) of the Company's total financing originations.
Direct Finance Leases. Equipment financing transactions are classified
as direct finance leases when the Company retains a continuing economic interest
in the underlying finance contract which results from the Company's retention of
a residual interest in the equipment being financed or from funding the
transaction with recourse debt or the Company's own working capital.
Additionally, collectibility of the contract payments must be reasonably certain
and the transaction must meet at least one of the following criteria: (i) the
contract transfers ownership of the equipment to the customer at the end of the
contract term, (ii) the contract contains a bargain purchase option, (iii) the
contract term at inception is at least 75% of the estimated economic life of the
financed equipment, or (iv) the present value of the minimum payments required
of the customer is at least 90% of the fair market value of the equipment at the
inception of the contract. For direct finance leases, the Company records the
total contract payments, estimated unguaranteed residual value and initial
direct costs (consisting of sales commissions, referral fees and other
origination costs) as the gross investment in the direct finance lease. The
difference between the gross investment in the direct finance lease and the cost
to the Company of the equipment being financed is recorded as unearned income.
Interest income is recognized over the term of the contract by amortizing the
unearned income using the interest method. Cash proceeds from a funding source
are recorded as nonrecourse debt or additions to notes payable to bank,
depending on the source of the funding. Interest expense is recognized over the
term of the contract using the respective discount rates of the Company's
nonrecourse lenders or the interest rate applicable to the Company's line of
credit. For the nine months ended September 30, 1996, finance contracts
accounted for as direct finance leases amounted to 10.1% (as compared to 20.5%
for the nine months ended September 30, 1995) of the Company's total financing
originations, after adjustment for direct finance leases sold with financing
gain recognition.
Gain on Sale of Financing Transactions. Certain of the Company's
direct finance leases are initially funded with recourse debt or with the
Company's own working capital. The Company warehouses these contracts for a
period of time, and during this time, utilizes the accounting and income
recognition
8
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methodology relating to direct finance leases as previously described.
Subsequently, the Company may sell these contract, including the Company's
interest in the residual positions of the underlying equipment, in bulk to
nonrecourse lenders, at which time the Company relinquishes any continuing
economic interest in such contracts. The difference between the cash proceeds
from the assignment of the remaining payments due under these contracts and the
unamortized net investment balance is recorded by the Company as a gain or loss
on sale of financing transactions, depending upon whether the cash proceeds are
in excess of or less than the unamortized net investment balance. For the nine
months ended September 30, 1996, finance contracts accounted for as gains on
sale of financing transactions amounted to 24.8% (as compared to 14.5% for the
nine months ended September 30, 1995) of the Company's total financing
originations.
Gain or Loss on Sale of Residuals. The estimated unguaranteed
residual value represents management's estimate of the amount expected to be
received at the termination of a direct finance lease as a result of
remarketing the equipment originally financed by such contract. Management
reviews such estimates quarterly and records a residual valuation allowance if
the equipment's estimated fair market value is below its recorded value. When
equipment is sold by the Company at the expiration of the contract term, a gain
or loss is recorded depending upon whether the net proceeds from the sale are
above or below the estimated unguaranteed residual value. The net gain or loss
from the sale of residuals is included in other income in the statement of
income.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Finance Contract Originations and Revenues. Finance contract
originations increased by approximately $9.4 million or 40% to $33.0 million in
the quarter ended September 30, 1996 from $23.6 million in the quarter ended
September 30, 1995 principally due to the addition of 11 sales professionals in
1996. Total revenues of $30.3 million for the quarter ended September 30, 1996
increased by $10.5 million or 53% from total revenues of $19.8 million for the
quarter ended September 30, 1995. The increase in revenues resulted primarily
from increased finance contract originations and further penetration into the
general business markets and, to a lesser extent, from gains on sale of
financing transactions and from other income associated with an increase in the
size of the portfolio of finance contracts serviced by the Company. During the
three months ending September 30, 1996, the Company sold certain direct finance
leases, including direct finance leases which contained residuals, resulting in
gains on sales of financing transactions of $1,147,483. As a result of these
sales, the Company's portfolio of direct finance leases decreased, and the
Company will not have the net interest (interest income less interest
expense) associated with the leases that would have been recognized if the
leases had been retained by the Company.
Gross Profit. Total gross profit of $5.6 million for the quarter
ended September 30, 1996 increased by approximately $2.6 million or 86.7% from
$3.0 million for the same quarter in the prior year. This increase in gross
profit was primarily attributable to the increase in finance contract
originations, from gains on sales of financing transactions and from an
increase of other income, such as servicing fees.
Gross Profit Percentage. Gross profit as a percentage of revenues
increased to 18.5% in the third quarter of 1996 from 15.3% for the same period
in 1995, reflecting the following components: gross profits from equipment sales
of 11.6% for the third quarter of 1996 versus 10.3% for the same quarter of the
prior year and net interest margin percentage for direct finance leases of 46.6%
for the third quarter of 1996 versus 40.0% for the same quarter of the prior
year. The gross profit percentage was positively impacted by gains on sales of
financing transactions and by other income, including servicing fees, associated
with an increase in the size of the portfolio of finance contracts serviced by
the Company, and, to a smaller extent, lower borrowing levels and rates
applicable to the direct finance contract portfolio.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses in the third quarter of 1996 were $4.3 million as
compared to $2.0 million in the third quarter of 1995, representing
9
<PAGE> 10
an increase of $2.3 million or 115% which increase was primarily due to
commissions and other selling expenses associated with new contract
originations, an expanded sales force and increases in other volume related
expenses. Additionally the Company incurred increasing expenses associated with
increasing business infrastructure and reserves necessary to support a growing
serviced portfolio. As a percentage of revenues, these expenses increased to
14.2% in the third quarter of 1996, as compared to 10.3% in the comparable
quarter of the prior year, principally due to a higher percentage of gains on
sales of financing transactions in the third quarter of 1996 as compared to the
third quarter of 1995.
Net Income. Income before taxes was $1.3 million for the quarter
ended September 30, 1996 as compared to $982,000 for the same quarter of the
prior year. The effective income tax rate of 40% remained constant for the
comparative periods shown. Net income was $752,000 for the quarter ended
September 30, 1996 as compared to $589,000 for the same quarter of the prior
year, representing an increase of $163,000 or 27.7%. Net income of $0.17 per
share on weighted average shares outstanding of 4,520,000 was earned during the
third quarter of 1996, as compared to net income of $0.15 per share on weighted
average shares outstanding of 4,039,000 for the third quarter of 1995.
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Finance Contract Originations and Revenues. Finance contract
originations increased by approximately $33.7 million or 56.2% to $93.7 million
for the nine months ended September 30, 1996 from $60.0 million for the nine
months ended September 30, 1995, principally due to the addition of 11 sales
professionals during the nine months ended September 30, 1996. Total revenues of
$77.0 million for the nine months ended September 30, 1996 increased by $27.6
million or 55.9% from total revenues of $49.4 million for the nine months ended
September 30, 1995. The increase in revenues resulted primarily from increased
finance contract originations and further penetration into the general business
markets and, to a lesser extent, from gains on sale of financing transactions
and from other income associated with an increase in the size of the portfolio
of finance contracts serviced by the Company. During the nine months ending
September 30, 1996 the Company sold certain direct finance leases including
those direct finance leases which contained residuals, resulting in gains on
sales of financing transactions of $3,189,479. As a result of these sales, the
Company's portfolio of direct finance leases decreased, and the Company will
not have the net interest (interest income less interest expense) associated
with the leases that would have been recognized if the leases had been retained
by the Company.
Gross Profit. Total gross profit of $14.4 million for the nine months
ended September 30, 1996 increased by approximately $6.2 million or 75.6% from
$8.2 million for the nine months ended September 30, 1995. The increase in
gross profit was primarily attributable to the increase in finance contract
originations and from an increase of other income, such as servicing fees, and
from gains on sale of financing transactions.
Gross Profit Percentage. Gross profit as a percentage of revenues
increased to 18.7% in the first nine months of 1996 from 16.6% in the first nine
months of 1995 reflecting the following components: gross profit from equipment
sales of 11.1% for the first nine months of 1996 versus 10.4% for the first nine
months of 1995; and net interest margin percentage for direct finance leases of
46.1% for the first nine months of 1996 versus 36.6% for the first nine months
of 1995. The gross profit percentage was positively impacted by other income,
including servicing fees, associated with an increase in the size of the
portfolio of finance contracts serviced by the Company, and by gains on sales of
financing transactions.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses in the first nine months of 1996 were $10.8 million as
compared to $6.3 million in the same period of 1995, representing an increase
of $4.5 million or 71.4%, which increase was primarily due to commissions and
other selling expenses associated with new contract originations, an expanded
sales force and increases in other volume related expenses. Additionally the
Company incurred increasing expenses associated with increasing business
infrastructure and reserves necessary to support a growing serviced
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<PAGE> 11
portfolio. As a percentage of revenues, these expenses amounted to 14.0% in
the first nine months of 1996, as compared to 12.8% in the same period of the
prior year which was principally due to a higher percentage of gains on sales
of financing transactions in the first nine months of 1996 as compared to the
same period of the prior year.
Net Income. Income before taxes was $3,609,000 for the nine months
ended September 30, 1996 as compared to $1,906,000 for the same period of the
prior year. The effective income tax rate of 40% remained constant for the
comparative periods shown. Net income increased by $1,021,000 or 89% to
$2,165,000 for the first nine months of 1996 from $1,144,000 for the first nine
months of 1995. Net income of $0.48 per share on weighted average shares
outstanding of 4,493,000 was earned during the first nine months of 1996, as
compared to net income of $0.38 per share on weighted average shares
outstanding of 2,982,000 for the first nine months of 1995. The number of the
Company's outstanding shares of common stock increased by 1,897,500 pursuant to
the Company's initial public offering in July 1995.
LIQUIDITY AND CAPITAL RESOURCES
Because equipment financing is a capital intensive business, the
Company requires continual access to substantial short and long-term credit to
generate equipment financings and sales. The principal sources of funding for
the Company's equipment finance contracts are: (i) funding obtained from sales
of asset-backed securities (backed by pools of the Company's equipment finance
contracts) to SunAmerica Life Insurance Company ("SunAmerica"), pursuant to the
terms of the securitization arrangement between the Company and SunAmerica;
(ii) nonrecourse borrowings from institutional lenders; and (iii) standard
recourse borrowings under its $20.0 million revolving line of credit ($5.0
million of which is for the exclusive purpose of funding account overdrafts)
used by the Company from time to time to temporarily fund a portion of its
equipment finance contracts, pending more permanent funding arrangements for
such contracts.
Asset Securitization. Asset securitization is a process in which a
pool of equipment finance contracts is transferred to a wholly-owned
special-purpose subsidiary which, in turn, transfers the contracts and the
payments due thereunder to a trust which issues trust certificates to investors
relating to the contract pool. The source of repayment for the trust
certificates is the stream of payments which are made on the equipment finance
contracts included in the corresponding pool of transferred contracts. In
addition, the special purpose subsidiary pledges, as collateral to support
payment of the trust certificates, the equipment underlying the equipment
finance contracts in each pool. To the extent adequate payments on the trust
certificates are not realized by the investor, the investor (as opposed to the
special purpose subsidiary) has the right to the residual value, if any, of the
equipment underlying the contracts in the pool should such equipment be resold.
The special purpose subsidiary also provides credit enhancement by maintaining,
in the case of the Company's securitization program, certain cash reserve
accounts in connection with each borrowing under the securitization program.
In January 1995, the Company and SunAmerica entered into an asset
securitization agreement under which SunAmerica agreed to purchase up to $65.0
million in principal amount of trust certificates. The Company securitized
$57.0 million of financing contracts under this facility. In February 1996, the
Company and SunAmerica entered into an agreement pursuant to which SunAmerica
agreed to purchase up to an additional $100.0 million in principal amount of
trust certificates. Through September 30, 1996, the Company has securitized
approximately $61 million of financing contracts under the $100 facility.
Pursuant to an amendment by the parties on November 6, 1996, the agreement was
extended from December 31, 1996 to April 30, 1997. In connection with the
securitization program with SunAmerica, the Company has agreed to continue to
service the equipment finance contracts included in each pool of transferred
contracts on behalf of SunAmerica. In consideration for servicing these
contract pools, the Company receives a service fee from SunAmerica.
11
<PAGE> 12
Under a commitment letter dated November 7, 1996, Centre Square
Funding Corporation, which is administered by CoreStates Bank, N. A., agreed
to provide the Company with a $150.0 million three year facility for the
securitization of equipment finance contracts, subject to satisfying several
significant conditions, including, among other things, approval by Corestates'
underwriting committee and satisfactory ratings of the program from Standard &
Poors and Moody's.
The Company's ability to complete additional asset securitizations
will depend upon a number of factors, including general conditions in the
credit markets and the financial performance of already outstanding
asset-backed securities issued by the Company or others. There can be no
assurance that the Company will be able to continue to arrange securitization
agreements.
Nonrecourse Debt. The Company has entered into agreements with
various institutional lenders which make financing available to the Company on
a nonrecourse basis. Under a nonrecourse loan, the Company borrows an amount
from the institutional lender equal to the present value of the payments due
from the borrowers discounted at a fixed rate of interest. The lender receives
the payments due to the Company under the particular finance contract in
repayment of the nonrecourse debt, and takes a security interest in the related
equipment. The Company generally retains ownership of the equipment during the
term of the finance contract, subject to the lender's security interest.
Interest rates under this type of financing are negotiated with each lender and
reflect the financial condition of the equipment finance customer, the term of
the equipment finance contract and the dollar amount being financed. The
Company is not liable for the repayment of nonrecourse loans unless the Company
breaches certain limited representations and warranties set forth in its loan
agreements with the institutional lenders. The Company's nonrecourse lenders
assume the credit risk of each finance contract assigned to them by the
Company, and their only recourse, upon a default under a finance contract, is
against the customers and the financed equipment.
At September 30, 1996, the Company had recorded nonrecourse debt of
$119.4 million from various institutional lenders. Each of these lenders has
entered into funding arrangements with the Company and agreements relating
thereto which set forth the general terms and conditions regulating the
Company's borrowings from such lenders. Each of such arrangements require that
the noncancellable payments due to the Company under equipment finance
contracts funded by borrowings from such lenders be assigned by the Company to
the lenders as payment of the principal and interest on such borrowed funds.
The agreements also provide credit guidelines to assess the credit quality of a
potential customer and the interest rates to be charged by the Company to its
customers, depending upon the type of transaction. Certain of such
arrangements regarding the funding of the Company's future equipment finance
contracts (but not as they relate to outstanding borrowings from such lenders)
are terminable at any time by either party upon thirty-days to sixty-days
written notice. Certain lenders may, at their discretion, provide the Company
with funding for equipment finance contracts which do not meet their credit
guidelines if the Company deposits an amount equal to a designated portion of
the payments to be made by its customers under such contracts into a reserve
account as security for defaults by such customers. If any of its nonrecourse
lenders should terminate its lending relationship with the Company, the Company
believes that it would be able to enter into a comparable lending relationship
with another nonrecourse lender on substantially similar terms, if necessary.
Short-Term Recourse Debt. The Company has also, from time to time,
relied on standard recourse borrowings for the funding of a smaller, short-term
portion of its financing needs. The Company has maintained a credit facility
with a bank for such short-term borrowings, and under the terms of the
agreement, the Company may fund certain finance contracts at rates lower per
annum than available through nonrecourse financing. In September 1996, the
borrowing limit of this facility was increased to $20.0 million, ($5.0 million
of which is exclusively for overdraft protection) the term was extended to May
1997 and the borrowing rate was lowered. At September 30, 1996, the Company
had $4.4 million outstanding under the Revolver.
Under the credit facility, the Company may convert borrowings to term
loans subject to certain conditions. The credit facility is collateralized by
the finance contracts assigned to the bank simultaneously with each advance and
provides the bank with full recourse against the Company should the collateral
prove
12
<PAGE> 13
to be insufficient. The credit facility contains various covenants, including
those requiring the Company to maintain certain levels of tangible net worth
and debt ratios. The Company believes it would be able to enter into other
lines of credit on terms substantially similar to the terms of the existing
credit facility, if necessary.
Cashflows. The Company's cash and cash equivalents at September 30,
1996 was $3.9 million compared to $10.1 million at September 30, 1995. During
the nine months ended September 30, 1996, the Company's cash position decreased
by $5.5 million, reflecting the use of cash in operations and investing
activities of $12.7 million and $88.8 million, respectively, and the cash
provided from financing activities of $96.0 million. The most significant
aspects of the change during this period were from cash invested in equipment
for financing of $93.7 million, increases in receivables and prepaids of $11.5
million and proceeds from nonrecourse debt and securitizations of $91.7
million. This was largely due to the higher level of the Company's finance
contract originations. In comparison, the Company's cash position increased by
$7.5 million during the nine months ended September 30, 1995, reflecting the
use of cash in operations and investing activities of $5.5 million and $55.9
million, respectively, and the cash provided from financing activities of $68.9
million. The change in cash was primarily due to cash used to purchase
equipment for financing of $60.0 million, a decrease in notes payable to bank
of $6.3 million (net of proceeds of $6.8 million), cash provided by nonrecourse
debt borrowings and securitizations of $62.4 million, and cash provided of
$11.2 million as a result of the Company's initial public offering of common
stock in July of 1995.
The Company believes that existing cash balances, cash flows from
activities, proceeds from securitization arrangements, nonrecourse assignments,
and bank credit lines will be sufficient to meet its financing needs for the
next twelve months.
SEASONALITY
Historically, the Company generally has experienced lower revenues and
earnings in its first quarter and relatively higher revenues and earnings in
its fourth quarter. The Company believes that the first quarter is negatively
affected by the requirements of its vendors to rebuild equipment inventories
and order backlog at the beginning of a new year and that the fourth quarter is
favorably affected by greater customer demand for equipment which is fostered,
in part, by budget or tax considerations.
IMPACT OF INFLATION
The Company funds a majority of its equipment finance contracts with
fixed rate loans in order to maintain a spread between the interest rates
charged to the Company and those implicit in the financing the Company
provides. Due to this timely matching of finance contract yields with funding
rates, the Company generally has mitigated the effects of rising interest rates
during inflationary periods. While the Company is subject to inflation as
described above, the Company believes that inflation does not have a material
effect on its operating results.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings - Not Applicable
Item 2 - Changes in Securities - Not Applicable
Item 3 - Defaults Upon Senior Securities - Not Applicable
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
27 - Financial Data Schedule
(b) Reports on Form 8-K;
No reports were filed on Form 8-K during the quarter for which this
report is filed.
14
<PAGE> 15
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.
ROCKFORD INDUSTRIES, INC.
(Registrant)
Date: November 12, 1996 /s/ GERRY J. RICCO
---------------------------------
Gerry J. Ricco
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Date: November 12, 1996 /s/ LARRY E. DAVIS
---------------------------------
Larry E. Davis
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 3RD
QUARTER 10-Q
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 9,105,403
<SECURITIES> 0
<RECEIVABLES> 43,005,122
<ALLOWANCES> 1,075,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,234,180
<DEPRECIATION> 623,675
<TOTAL-ASSETS> 156,062,708
<CURRENT-LIABILITIES> 136,314,600
<BONDS> 0
0
1,575,000
<COMMON> 14,022,473
<OTHER-SE> 4,150,595
<TOTAL-LIABILITY-AND-EQUITY> 156,062,708
<SALES> 68,197,986
<TOTAL-REVENUES> 77,008,946
<CGS> 60,632,950
<TOTAL-COSTS> 64,404,950
<OTHER-EXPENSES> 5,797,564
<LOSS-PROVISION> 1,238,744
<INTEREST-EXPENSE> 1,961,389
<INCOME-PRETAX> 3,608,660
<INCOME-TAX> 1,443,464
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,165,196
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
</TABLE>
