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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 Quarterly Period Ended March 31, 1997
Commission File Number 1-6798
__________________
TRANSAMERICA FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1077235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices)
(Zip Code)
(4l5) 983-4000
(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
Number of shares of Common Stock, $10 par value, outstanding as of close
of business on April 30, 1997: 1,464,285
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TRANSAMERICA FINANCE CORPORATION
FORM 10-Q
Part I. Financial Information
Item 1. Financial Statements.
The following unaudited consolidated financial statements of
Transamerica Finance Corporation and Subsidiaries (the "Company") for the
periods ended March 31, 1997 and 1996, do not include complete financial
information and should be read in conjunction with the Consolidated Financial
Statements filed with the Commission on Form 10-K for the year ended
December 31, 1996. The financial information presented in the financial
statements included in this report reflects all adjustments, consisting only
of normal recurring accruals, which are, in the opinion of management,
necessary for a fair statement of results for the interim periods presented.
Results for the nine months are not necessarily indicative of the results for
the entire year for most of the Company's businesses.
On March 13, 1997, Transamerica announced that it intends to sell
substantially all of its consumer lending operation as part of our strategy to
redeploy our capital while moving ahead with a plan to build a new,
centralized real estate secured lending operation. As of March 31, 1997 the
assets offered for sale include approximately $3.4 billion of gross
receivables, principally real estate secured loans, a network of approximately
420 branch offices, investment securities of $132.6 million at fair value and
other assets, including intangibles, of $244.7 million. In addition, another
$351.2 million of real estate secured loans, non real estate secured loans and
foreclosed properties will be sold or liquidated separately. This amount
includes approximately $279.8 million, at March 31, 1997, remaining from the
$1.1 billion segregated in the plan announced in 1996. This plan was to
accelerate efforts to reduce the consumer lending operation's exposure to non
real estate consumer loans by further curtailing production of these loans,
liquidating most of the non real estate loan portfolio and intensifying
collection efforts. Net proceeds from the sales will be used to reduce debt,
purchase Transamerica common stock, fund the new centralized operations and
for other corporate purposes.
* * * * *
The consolidated ratios of earnings to fixed charges were computed by
dividing income from continuing operations before fixed charges and income
taxes by the fixed charges. Fixed charges consist of interest and debt
expense and one-third of rent expense, which approximates the interest factor.
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TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
_____________
CONSOLIDATED BALANCE SHEET
(Amounts in millions except for share data)
March 31, December 31,
1997 1996
Assets:
Cash and cash equivalents .................... $ 46.6 $ 431.8
Investments securities ....................... 126.3
Finance receivables, net of unearned finance
charges and insurance premiums: 4,315.6 7,970.0
Less allowance for losses .................... 88.8 352.3
_________ _________
4,226.8 7,617.7
Property and equipment - less accumulated
depreciation of $1,052.9 in 1997
and $1,020.9 in 1996:
Land, buildings and equipment ................ 22.9 73.3
Equipment held for lease ..................... 3,048.3 3,118.5
Advances to Transamerica affiliates ............ 327.9 319.5
Goodwill, less accumulated amortization
of $133.4 in 1997 and $131.1 in 1996 ......... 322.3 328.3
Assets held for sale less valuation
allowance of $196.1 in 1997 and
$1.8 in 1996 ............................... 3,810.6 86.5
Other assets ................................... 430.7 403.6
_________ _________
$12,236.1 $12,505.5
========= =========
Liabilities and Stockholder's Equity:
Debt:
Unsubordinated .............................. $ 8,616.9 $ 8,969.5
Subordinated ................................ 884.1 904.6
_________ _________
Total debt ................................ 9,501.0 9,874.1
Accounts payable and other liabilities ........ 721.2 706.3
Income taxes payable .......................... 366.6 243.5
Stockholder's equity:
Preferred stock --authorized, 250,000
without par value; none issued
Common stock--authorized, 2,500,000
shares of $10 par value; issued and
outstanding 1,464,285 shares ............ 14.6 14.6
Additional paid-in capital .................. 1,638.6 1,667.5
Retained earnings ........................... - -
Net unrealized gain from
investments marked to fair value .......... 2.7 2.7
Foreign currency translation adjustments .... (8.6) (3.2)
_________ _________
Total stockholder's equity ................ 1,647.3 1,681.6
_________ _________
$12,236.1 $12,505.5
========= =========
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TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
_______________
CONSOLIDATED STATEMENT OF INCOME
(Amounts in millions)
Three months ended
March 31,
1997 1996
REVENUES
Finance charges ................................ $ 256.7 $ 292.7
Leasing revenues ............................... 189.0 164.3
Income from affiliates ......................... 4.3 3.0
Other .......................................... 20.2 17.6
Total revenues ............................... ________ ________
470.2 477.6
EXPENSES
Interest and debt expense ...................... 143.9 153.7
Depreciation on equipment held for lease ....... 67.5 60.4
Salaries and other operating expenses .......... 169.3 158.9
Provision for losses on receivables
and assets held for sale .................... 35.5 30.0
________ ________
Total expenses ............................... 416.2 403.0
Income before income taxes ....................... 54.0 74.6
Income taxes ..................................... 18.8 26.8
________ ________
Net income $ 35.2 $ 47.8
======== ========
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TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
____________
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in millions)
Three months ended
March 31,
1997 1996
OPERATING ACTIVITIES
Net income ................................... $ 35.2 $ 47.8
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization ............ 73.5 66.7
Provision for losses on receivables
and assets held for sale .............. 35.5 30.1
Amortization of policy acquisition
costs ................................. 2.6 2.3
Change in accounts payable and other
liabilities ........................... 50.2 38.6
Change in income taxes payable ........... 12.9 20.7
Other .................................... (94.1) 21.6
_________ _________
Net cash provided by operating
activities .......................... 115.8 227.8
INVESTING ACTIVITIES
Finance receivables originated ............... (3,976.4) (3,726.1)
Finance receivables collected ................ 3,378.6 3,424.4
Sale of finance receivables .................. 447.9
Purchase of property and equipment
held for lease ........................... (75.9) (83.7)
Sales of property and equipment held
for lease ................................ 29.4 24.6
Purchase of investment securities ............ (9.0) (2.9)
Sales or maturities of investment
securities ............................... 3.0 0.1
Decrease (increase) in investments in and
advances to affiliates ................... (8.4) (27.3)
Other ........................................ 133.8 41.3
_________ _________
Net cash used by investing
activities .............................. (77.0) (349.6)
FINANCING ACTIVITIES
Proceeds from debt financing ................... 2,191.4 955.0
Payments of debt ............................... (2,551.3) (754.6)
Cash dividends paid ............................ (35.2) (23.6)
Return of capital .............................. (28.9)
_________ _________
Net cash provided (used) by
financing activities ................... (424.0) 176.8
_________ _________
Increase (decrease) in cash and cash
equivalents .................................. (385.2) 55.0
Cash and cash equivalents at beginning
of year ...................................... 431.8 2.7
_________ _________
Cash and cash equivalents at end
of period .................................... $ 46.6 $ 57.7
========= =========
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TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(Amounts in millions)
Three months ended
March 31,
1997 1996
Balance at beginning of year .......... $ - $ 103.5
Net income ............................ 35.2 47.8
Dividends declared .................... (35.2) (23.6)
________ ________
Balance at end of period .............. $ - $ 127.7
======== ========
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
REVENUES AND INCOME BY LINE OF BUSINESS
Three months ended March 31,
Revenues Income
1997 1996 1997 1996
(Amounts in millions)
Consumer lending ............. $ 151.9 $ 198.1 $ 0.5 $17.8
Commercial lending ........... 108.4 96.6 19.9 14.7
Leasing ...................... 207.7 181.9 15.8 18.8
Unallocated items ............ 2.2 1.0 1.9 (0.6)
Amortization of goodwill ..... (2.9) (2.9)
________ ________ ______ _____
Finance $ 470.2 $ 477.6 $ 35.2 $47.8
======== ======== ====== =====
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Consumer Lending
On March 13, 1997, Transamerica announced that it intends to sell
substantially all of its consumer lending operation as part of our strategy to
redeploy our capital while moving ahead with a plan to build a new,
centralized real estate secured lending operation. As of March 31, 1997 the
assets offered for sale include approximately $3.4 billion of gross
receivables, principally real estate secured loans, a network of approximately
420 branch offices, investment securities of $132.6 million at fair value and
other assets, including intangibles, of $244.7 million. In addition, another
$351.2 million of real estate secured loans, non real estate secured loans and
foreclosed properties will be sold or liquidated separately. This amount
includes approximately $279.8 million, at March 31, 1997, remaining from the
$1.1 billion segregated in the plan announced in 1996. This plan was to
accelerate efforts to reduce the consumer lending operation's exposure to non
real estate consumer loans by further curtailing production of these loans,
liquidating most of the non real estate loan portfolio and intensifying
collection efforts. Net proceeds from the sales will be used to reduce debt,
purchase Transamerica common stock, fund the new centralized operations and
for other corporate purposes.
In 1996, we announced a plan to reduce our exposure to non real estate
consumer loans and certain real estate secured loans. The plan covered a
total of $1.1 billion in receivables. By December 31, 1996, we had reduced
our exposure to these loans to $462.3 million. During the first quarter of
1997, primarily through sales of $162.2 million, our exposure to the loans
covered in the plan had been reduced to $279.8 million. During the first
quarter of 1997 we sold an additional $268.8 million of receivables. These
sales comprised receivables in foreclosure and over 90 day delinquent
receivables.
Consumer lending income before the amortization of goodwill for the first
quarter of 1997 declined $17.3 million (97%) from the first quarter 1996.
Pending the completion of the sale of the operations and assets being offered,
loan loss reserves are being adjusted to offset operating results of the
operations held for sale including any gains or losses from asset sales. In
the first quarter of 1996, the consumer lending operation reported net income
of $17.8 million.
Revenues decreased $46.2 million (23%) in the first quarter of 1997 from
the comparable year ago period due to the effects of a $1 billion (20%)
decreased in average net receivables outstanding, which resulted primarily
from sales of various loan portfolios in the fourth quarter of 1996 and the
first quarter of 1997.
Interest expense decreased $14.1 million (18%) for the first quarter of
1997 compared to the same period a year ago due primarily to lower average
outstanding debt needed to support the lower average finance receivables
outstanding. Other operating expenses in the first quarter of 1997 decreased
$9.2 million (14%) over the first quarter of 1996 due primarily to the impact
of downsizing operations.
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We recorded a provision for losses on receivables of $32.8 million in the
first quarter of 1997 compared to $26.7 million in the first quarter of 1996.
The increase is due to increased credit losses and, to a lesser extent, our
decision to adjust the reserve for loan losses to offset the operating
results of our consumer lending operations.
Net credit losses in the first quarter of 1997 rose $73.1 million (213%)
over the same quarter a year ago primarily due to losses recognized on the
sales of loans in process of foreclosure and 90 day and over delinquent
receivables.
Net consumer finance receivables at March 31, 1997 and December 31, 1996
were $3.7 billion, of which $3.6 billion were held for sale, and $4.2
billion, of which $3.3 billion and $3.5 billion were real estate secured
loans, principally first and second mortgages secured by residential
properties. Approximately 33% of the real estate secured loans were located
in California. The decrease in net receivables was primarily due to the
continuing sales of loan portfolios.
Delinquent finance receivables on the portfolio held for sale, including
special assets, were $234 million (6.43% of finance receivables outstanding)
at March 31, 1997 compared to $219.8 million (5.35% of finance receivables
outstanding) at December 31, 1996. Approximately 60% of the increase in the
delinquency percentage of gross receivables outstanding is due to having lower
receivables outstanding as of March 31, 1997. The rest was caused by an
increase in delinquent accounts of $14.8 million as of March 31, 1997 compared
to December 31, 1996. Active management of these delinquent accounts has
become temporarily more difficult because of the planned sale of most of our
consumer lending operations. Delinquent finance receivables on the portion of
the business that we intend to retain were $681,000 (0.66% of gross
receivables outstanding at March 31, 1997, compared to $142,000 (0.26%) at
December 31, 1996.
We have established an allowance for losses equal to 5.47% of those net
consumer finance receivables outstanding held for sale, (excluding
foreclosures in process) at March 31, 1997 compared to 6.84% at December 31,
1996; the decrease in the percentage reflects a $95 million reduction in the
allowance as a result of the recognition of losses on the sales of delinquent
receivables. We have also established an allowance for losses of 3.95% of net
consumer finance receivables on the portion of the business we intend to
retain.
We suspend the accrual of interest and other finance charges on accounts
that become contractually past due by more than 29 days. At March 31, 1997
and December 31, 1996 nonearning net receivables which excludes accounts in
process of foreclosure, totaled $511 million and $467 million. Approximately
one third of the increase is attributable to an increase in 60 day plus
delinquent accounts and two thirds of the increase is attributable to 30 to 59
days delinquent accounts. When we receive payments on accounts in non accrual
status, we apply them to principal and interest income according to the terms
of the loan.
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When foreclosure proceedings begin on an account secured by real estate,
the amount is written down to the lower of the account balance or the fair
value of the collateral less estimated selling costs. Accounts in process of
foreclosure totaled $71.5 million at March 31, 1997, 35% of which was in
California and $144.3 million at December 31, 1996, 47% of which was in
California. Repossessed assets held for sale totaled $58.8 million, 72% of
which was in California at March 31, 1997 and $83.1 million, 71% of which was
in California at December 31, 1996. The decline was due to sales in the
portfolios which more than offset increases in accounts in foreclosure.
Factors such as economic conditions, competition, and, for accounts
secured by real estate, the state of the real estate market (particularly in
California) all affect trends in receivables levels, credit losses,
delinquencies, accounts in foreclosure, repossessed assets, the value we can
expect to receive on the sales of our assets and operations and our results of
operations.
Commercial Lending
Net income from our commercial lending operations for the first quarter
of 1997 was $17.5 million compared to $12.3 million for the first quarter of
1996. Income, before the amortization of goodwill, for the first quarter of
1997 increased $5.2 million (36%) over the first quarter of 1996. The
increase resulted primarily from a $3.2 million tax benefit in 1997 from the
satisfactory resolution of prior years' tax matters and higher average net
receivables outstanding.
Revenues in the first quarter of 1997 increased $11.8 million (12%) from
1996 principally as a result of growth in average net receivables outstanding
which more than offset a decline in yield due to increased competition.
Interest expense increased $5.8 million (17%) in the first quarter of
1997 due to a higher average debt level needed to support receivables growth.
Operating expenses rose $2.3 million (7%) primarily as a result of higher
levels of business volume and outstanding receivables. The provision for
losses on receivables decreased $600 thousand (19%) due to a decline in
reserve levels as a percentage of net finance receivables outstanding due to
improved credit quality. Credit losses, net of recoveries, on an annualized
basis as a percentage of average net receivables outstanding were 0.14% for
the first quarter of 1997 compared to 0.09% for the first quarter of 1996.
Net commercial finance and lease receivables outstanding grew $410.2
million (12%) in the first quarter of 1997 over December 31, 1996. During the
first quarter of 1997, our distribution finance operation purchased for cash a
portfolio of floor plan finance receivables with a total net outstanding
balance of approximately $115 million. We have established an allowance for
losses equal to 2.11% of net commercial finance receivables outstanding as of
March 31, 1997 compared to 2.29% at December 31, 1996.
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Delinquent receivables are defined as instalments for inventory finance
and asset based lending receivables more than 60 days past due and the
receivables balance for all other receivables more than 60 days past due. At
March 31, 1997 delinquent receivables were $11.6 million (0.30% of receivables
outstanding) compared to $10.1 million (0.29% of receivables outstanding) at
December 31, 1996.
Nonearning receivables are defined as balances from borrowers that are
more than 90 days delinquent or sooner if it appears doubtful they will be
fully collectible. Nonearning receivables were $23 million (0.59% of
receivables outstanding) at March 31, 1997 compared to $15.7 million (0.45% of
receivables outstanding) at December 31, 1996. The increase in nonearning
receivables was primarily attributable to one major account in the
distribution finance portfolio.
Leasing
In the first quarter of 1997 our leasing operation reported net income of
$15.3 million compared to $18.3 million in the first quarter of 1996.
Leasing income before the amortization of goodwill was $15.8 million in the
first quarter of 1997 compared to $18.8 million in the first quarter of 1996,
a decline of $3 million (16%) versus the comparable 1996 period. First
quarter 1996 results included a $2.6 million tax benefit from the favorable
resolution of an outstanding state tax issue. Lower earnings in 1997 also
resulted from lower standard and refrigerated container utilization and lower
gains from sales of used standard containers due to overcapacity of equipment
and softening in per diem rates. Offsetting some of these negatives in
earnings were favorable results from a larger portfolio of finance leases and
more on-hire standard, refrigerated and tank containers, and chassis due to a
larger fleet as a result of the Trans Ocean acquisition.
Revenue for the first quarter of 1997 increased $25.8 million (14%) over
the first quarter of 1996. Revenue increased due to a larger on-hire fleet of
standard, refrigerated and tank containers and chassis mainly associated with
the October 1996 acquisition of Trans Ocean Ltd. This increased our fleet
size by approximately 25%. Revenue also increased due to a larger portfolio
of finance leases and more on-hire European trailers. Partially offsetting
these increases were lower revenues from decreased utilization and rental
rates for refrigerated and tank containers and lower utilization from standard
containers due to the overcapacity of equipment and softening in per diem
rates. Rail trailer also reported lower revenues due to a smaller fleet size
and fewer on-hire units.
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Expenses for the first quarter of 1997 increased $25.8 million (17%)
over the first quarter of 1996 due mainly to higher ownership and operating
costs associated with larger fleets of standard, refrigerated and tank
containers, chassis and European trailers.
The combined utilization of standard containers, refrigerated
containers, domestic containers, tank containers and chassis averaged 78% for
the first quarter of 1997 compared to 81% in the first quarter of 1996. Rail
trailer utilization was 83% for the first quarter of 1997 compared to 79% in
the first quarter of 1996. European trailer utilization was 91% for the first
quarter of 1997 compared to 92% in the first quarter of 1996.
Derivatives
The operations of the Company are subject to risk of interest rate
fluctuations to the extent that there is a difference between the cash flows
from the Company's interest-earning assets and the cash flows related to its
liabilities that mature or are repriced in specified periods. In the normal
course of its operations, the Company hedges some of its interest rate risk
with derivative financial instruments. These derivatives comprise primarily
interest rate swap agreements. The Company does not use derivative financial
instruments for trading or speculative purposes, nor is the Company a party to
any leveraged derivative contracts.
Derivative financial instruments with a notional amount of $1,229.1
million at March 31, 1997 and $1,254.0 million at December 31, 1996 and
designated as hedges of the Company's liabilities were outstanding.
While the Company is exposed to credit risk in the event of
nonperformance by the other party, nonperformance is not anticipated due to
the credit rating of the counterparties. At March 31, 1997, the derivative
financial instruments discussed above were issued by financial institutions
rated A or better by one or more of the major credit rating agencies. At
March 31, 1997 and December 31, 1996 the fair value of the Company's
derivative financial instruments was a net obligation of $7.8 million and a
net benefit of $5.5 million comprising agreements with aggregate gross
benefits of $7.4 million and $18.9 million and agreements with aggregate
gross obligations of $15.2 million and $13.4 million.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
12 Computation of Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K. None.
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.
TRANSAMERICA FINANCE CORPORATION
(Registrant)
Burton E. Broome
Vice President, Controller and Assistant Secretary
(Chief Accounting Officer)
Date: May 12, 1997
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EXHIBIT 12
TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Three Months Ended
March 31,
1997 1996
(Dollar amounts in
millions)
Fixed charges:
Interest and debt expense $143.9 $153.7
One-third of rental expense 3.3 2.9
______ ______
Total $147.2 $156.6
====== ======
Earnings:
Income from operations $ 35.2 $ 47.8
Provision for income taxes 18.8 26.8
Fixed charges 147.2 156.6
______ ______
Total $201.2 $231.2
====== ======
Ratio of earnings to fixed charges 1.37 1.48
==== ====
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 47
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,071
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,236
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 15
<OTHER-SE> 1,632
<TOTAL-LIABILITY-AND-EQUITY> 12,236
<SALES> 0
<TOTAL-REVENUES> 470
<CGS> 0
<TOTAL-COSTS> 68
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 144
<INCOME-PRETAX> 54
<INCOME-TAX> 19
<INCOME-CONTINUING> 35
<DISCONTINUED> 0
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</TABLE>
