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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended October 31, 2003
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices)
(212) 599-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is an accelerated filer as defined
in Rule 12b-2 of the Securities Exchange Act of 1934. Yes |X| No |_|
At December 1, 2003, 18,645,244 shares of Registrant's common stock, $.50 par
value, were outstanding.
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FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended October 31, 2003
TABLE OF CONTENTS
Part I - Financial Information Page No.
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Item 1. Financial Statements:
Consolidated Balance Sheets at October 31, 2003 (unaudited) and July 31, 2003 (audited) 3
Consolidated Statements of Stockholders' Equity for the three months ended October 31,
2003 and 2002 (unaudited) 4
Consolidated Income Statements for the three months ended October 31, 2003 and
2002 (unaudited) 5
Consolidated Statements of Cash Flows for the three months ended October 31, 2003 and
2002 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-16
Item 4. Controls and Procedures 16
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
2
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
========================================================================================================================
October 31, 2003* July 31, 2003
========================================================================================================================
ASSETS
Finance receivables $ 1,405,343 $ 1,415,489
Allowance for credit losses (23,592) (23,754)
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Finance receivables - net 1,381,751 1,391,735
Cash 8,234 8,015
Other assets 19,607 26,332
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TOTAL ASSETS $ 1,409,592 $ 1,426,082
========================================================================================================================
LIABILITIES
Debt:
Long-term ($9,169 at October 31, 2003 and $9,080 at July 31, 2003
due to related parties) $ 777,152 $ 775,023
Short-term 244,423 267,253
Accrued interest, taxes and other liabilities 61,786 67,410
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Total liabilities 1,083,361 1,109,686
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STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000 shares -- --
Common stock - $.50 par value, authorized 100,000 shares, shares issued and
outstanding (net of 149 treasury shares): 18,628 at October 31, 2003 and
18,483 at July 31, 2003 9,314 9,242
Additional paid-in capital 110,275 105,464
Retained earnings 206,642 201,690
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Total stockholders' equity 326,231 316,396
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,409,592 $ 1,426,082
========================================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
3
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY *
(In thousands)
=======================================================================================================
Common Stock - $.50 Par Value
==========================================
Additional Retained
Shares Par Value Paid-in Capital Earnings
=======================================================================================================
BALANCE AT JULY 31, 2002 17,372 $ 8,686 $ 67,595 $ 172,288
Conversion of subordinated debt 1,159 580 34,439 --
Employee stock plans:
Shares issued 39 19 305 --
Compensation recognized -- -- 703 --
Tax benefits -- -- 275 --
Net earnings -- -- -- 8,273
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BALANCE AT OCTOBER 31, 2002 18,570 $ 9,285 $ 103,317 $ 180,561
=======================================================================================================
=======================================================================================================
Common Stock - $.50 Par Value
==========================================
Additional Retained
Shares Par Value Paid-in Capital Earnings
=======================================================================================================
BALANCE AT JULY 31, 2003 18,483 $ 9,242 $ 105,464 $ 201,690
Repurchases of common stock (142) (71) (2,568) (2,200)
Employee stock plans:
Shares issued 287 143 5,353 --
Compensation recognized -- -- 596 --
Tax benefits -- -- 1,430 --
Net earnings -- -- -- 7,152
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BALANCE AT OCTOBER 31, 2003 18,628 $ 9,314 $ 110,275 $ 206,642
=======================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
4
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS *
(In thousands, except per share amounts)
====================================================================================
Three Months Ended October 31, 2003 2002
====================================================================================
Finance income $30,232 $34,971
Interest expense 8,653 12,378
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Net finance income before provision for credit losses
on finance receivables 21,579 22,593
Provision for credit losses on finance receivables 3,550 1,550
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Net finance income 18,029 21,043
Salaries and other expenses 6,288 5,556
Loss on redemption of convertible debt -- 1,737
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Earnings before income taxes 11,741 13,750
Provision for income taxes 4,589 5,477
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NET EARNINGS $ 7,152 $ 8,273
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EARNINGS PER COMMON SHARE:
Diluted $ 0.39 $ 0.45
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Basic $ 0.39 $ 0.47
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* Unaudited
The notes to consolidated financial statements are made a part hereof.
5
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS *
(In thousands)
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Three Months Ended October 31, 2003 2002
===========================================================================================================
Cash flows from operating activities:
Net earnings $ 7,152 $ 8,273
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for credit losses on finance receivables 3,550 1,550
Depreciation and amortization 4,210 4,331
Loss on redemption of convertible debt -- 1,737
Decrease (increase) in other assets 6,612 (858)
(Decrease) increase in accrued interest, taxes and other liabilities (4,232) 7,153
Tax benefits from stock plans 1,430 275
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Net cash provided by operating activities 18,722 22,461
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Cash flows from investing activities:
Finance receivables originated (169,632) (184,150)
Finance receivables collected 172,565 177,511
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Net cash provided by (used in) investing activities 2,933 (6,639)
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Cash flows from financing activities:
Commercial paper - maturities 90 days or less, net increase (decrease) 1,004 (68,874)
Commercial paper - maturities greater than 90 days:
Proceeds 3,627 41,977
Repayments (3,279) (27,578)
Bank borrowings - net decrease (11,445) (40,870)
Proceeds from asset securitization financing -- 100,000
Proceeds from senior term notes issued 5,000 100,000
Repayments of senior term notes (17,000) (60,000)
Redemption of subordinated debt -- (59,598)
Proceeds from stock option exercises 1,557 324
Repurchases of common stock (900) --
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Net cash used in financing activities (21,436) (14,619)
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NET INCREASE IN CASH 219 1,203
Cash - beginning of period 8,015 7,092
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CASH - END OF PERIOD $ 8,234 $ 8,295
===========================================================================================================
Supplemental disclosures of cash flow information:
Interest paid $ 8,802 $ 11,169
===========================================================================================================
Income taxes paid $ 4,222 $ 1,933
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* Unaudited
The notes to consolidated financial statements are made a part hereof.
6
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal recurring items)
necessary to present fairly the financial position at October 31, 2003 and the
results of operations and cash flows of the Company for the three month periods
ended October 31, 2003 and 2002. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and note disclosures included in the Company's Annual Report on Form
10-K for the fiscal year ended July 31, 2003. The consolidated results of
operations for the three month periods ended October 31, 2003 and 2002 are not
necessarily indicative of the results for the respective full years.
Description of Business
The Company provides collateralized lending, financing and leasing
services nationwide to middle-market businesses in the general construction,
road and infrastructure construction and repair, road transportation, waste
disposal and manufacturing industries. The Company lends against, finances and
leases a wide range of new and used revenue-producing/essential-use equipment
such as cranes, earth movers, machine tools, personnel lifts, trailers and
trucks.
Stock-Based Compensation
The Company continues to apply Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees," and related Interpretations
to account for stock options. Under APB No. 25, the Company does not record
compensation expense for its stock options. If the Company applied the expense
recognition provisions of Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation," compensation expense would
have been recorded for stock options based on their fair value computed with an
option-pricing model. The effect on net earnings and earnings per share had the
Company recorded compensation expense using the fair value method under SFAS No.
123 follows:
======================================================================================
Three Months Ended October 31, 2003 2002
======================================================================================
Net earnings, as reported $7,152 $8,273
Add: Compensation expense recorded for restricted stock
awards (after-tax) 364 431
Deduct: Total stock-based compensation expense determined
under fair value based method for all awards (after-tax) (778) (858)
--------------------------------------------------------------------------------------
Pro forma net earnings $6,738 $7,846
======================================================================================
Diluted earnings per common share:
As reported $ 0.39 $ 0.45
Pro forma 0.37 0.43
======================================================================================
Basic earnings per common share:
As reported $ 0.39 $ 0.47
Pro forma 0.37 0.44
======================================================================================
New Accounting Standards
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities--an
interpretation of ARB No. 51." Variable interest entities often are created for
a single specified purpose, for example, to facilitate securitization, leasing,
hedging, research and development, reinsurance or other transactions or
arrangements. FIN No. 46 requires certain variable interest entities to be
consolidated by the primary beneficiary (the entity that will be at risk for a
majority of the expected losses or receive a majority of the expected residual
returns of the variable interest entity). FIN No. 46 applies to variable
interest entities created or acquired after January 31, 2003. For variable
interest entities created or acquired on or prior to January 31, 2003, the
Company is required to apply FIN
7
No. 46 (as amended by FASB Staff Position No. FIN 46-6 issued in October 2003)
on January 31, 2004. The Company consolidates fully one variable interest entity
(a special purpose entity that it established for its asset securitization
facility) under current accounting rules. The consolidation of this entity will
not be affected by the adoption of FIN No. 46. The Company does not expect the
adoption of FIN No. 46 will have a material impact on its results of operations
or financial position.
Use of Estimates
The consolidated financial statements and the notes thereto were prepared
in accordance with accounting principles generally accepted in the United States
of America which require significant estimates and assumptions to be made by
management that affect the amounts reported therein. Actual results could differ
significantly from those estimates.
NOTE 2 - FINANCE RECEIVABLES
Finance receivables comprise installment sale agreements and secured loans
(including line of credit arrangements), collectively referred to as loans, with
fixed or floating (indexed to the prime rate) interest rates, and investments in
direct financing leases as follows:
==========================================================================
October 31, July 31,
2003 2003
==========================================================================
Loans:
Fixed rate $1,097,018 $1,073,158
Floating rate 69,253 85,532
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Total loans 1,166,271 1,158,690
Direct financing leases 239,072 256,799
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Finance receivables $1,405,343 $1,415,489
==========================================================================
Direct financing leases include residual values of $47,675 at October 31,
2003 and $48,813 at July 31, 2003.
Non-performing assets comprise finance receivables classified as
non-accrual (income recognition has been suspended) and assets received to
satisfy finance receivables (repossessed equipment) as follows:
==========================================================================
October 31, July 31,
2003 2003
==========================================================================
Finance receivables classified as non-accrual $40,441 $42,910
Assets received to satisfy finance receivables 12,860 19,666
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Non-performing assets $53,301 $62,576
==========================================================================
The activity of the allowance for credit losses is summarized as follows:
==========================================================================
Three Months Ended October 31, 2003 2002
==========================================================================
Beginning balance $23,754 $24,171
Provision 3,550 1,550
Write-downs (3,991) (2,190)
Recoveries 279 696
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Ending balance $23,592 $24,227
==========================================================================
Percentage of finance receivables 1.68% 1.68%
==========================================================================
Net charge-offs * $ 3,712 $ 1,494
==========================================================================
Loss ratio ** 1.05% 0.41%
==========================================================================
* write-downs less recoveries
** net charge-offs over average finance receivables, annualized
The allowance for credit losses included $650 at October 31, 2003 and $750
at July 31, 2003 that were specifically allocated to $6,152 and $6,222,
respectively, of impaired receivables.
8
The Company also provides commitments to extend credit. These commitments
contain off-balance sheet risk. The Company uses the same credit policies and
procedures in making these commitments as it does for finance receivables, as
the credit risks are substantially the same. The unused portion of these
commitments was $9,222 at October 31, 2003 and $8,624 at July 31, 2003.
NOTE 3 - DEBT
Debt is summarized as follows:
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October 31, July 31,
2003 2003
==============================================================================================
Fixed rate term notes (as swapped) due 2004 - 2008 $ 277,500 $ 319,000
Floating rate term notes due 2004 - 2010 307,500 278,000
----------------------------------------------------------------------------------------------
Total term notes 585,000 597,000
Asset securitization financings 325,000 325,000
Commercial paper 112,913 111,561
Bank borrowings -- 11,445
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Total principal amount 1,022,913 1,045,006
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Fair value adjustment of hedged debt (1,338) (2,730)
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Total debt $ 1,021,575 $ 1,042,276
==============================================================================================
Asset Securitization Financings
The asset securitization facility provides for committed revolving
financing for a one year term that, if not renewed prior to the current
expiration date of March 27, 2004, can be converted into term debt at the
Company's option. Finance receivables include $424,033 and $432,328 of
securitized receivables at October 31, 2003 and July 31, 2003, respectively. At
October 31, 2003, the Company could securitize an additional $131,000 of finance
receivables. The amount that the Company can borrow under the securitization
facility is limited to 94% of securitized receivables.
Bank Borrowings
At October 31, 2003, the Company had $335,000 of committed unsecured
revolving credit facilities with various banks expiring as follows: $200,000
within one year and $135,000 on various dates from December 2004 through
September 2006.
Other
The debt agreements of the Company's major operating subsidiary contain
certain restrictive covenants including limitations on the subsidiary's
indebtedness, encumbrances, investments, dividends and other distributions to
the Company, sales of assets, mergers and other business combinations, capital
expenditures, interest coverage and net worth. None of the debt agreements
contain a material adverse change clause. Based on the minimum net worth
requirements of these agreements, the amount of equity that the Company could
distribute was indirectly limited to $141,200 at October 31, 2003.
Long-term debt comprised the following:
==============================================================================================
October 31, July 31,
2003 2003
==============================================================================================
Term notes $ 508,662 $ 502,270
Asset securitization financings 155,577 149,747
Commercial paper and bank borrowings supported by
bank credit facilities expiring after October 31, 2004
and July 31, 2004, respectively 112,913 123,006
----------------------------------------------------------------------------------------------
Total long-term debt $ 777,152 $ 775,023
==============================================================================================
9
NOTE 4 - DERIVATIVES
In August 2003, the Company entered into another interest rate swap
agreement, with a notional amount of $24,500, and designated it as a fair value
hedge of its 4.37% fixed rate term notes issued in April 2003. The total
notional amount of interest rate swaps designated as fair value hedges was
$112,000 at October 31, 2003 and $87,500 at July 31, 2003. Under the terms of
the swaps, the Company receives fixed rates equal to the rates of the respective
hedged notes and pays floating rates indexed to six-month LIBOR on the notional
amount. The swaps expire on the respective notes' maturity dates. The fair value
of the swaps was a liability of $1,338 at October 31, 2003 and $2,730 at July
31, 2003.
NOTE 5 - EARNINGS PER COMMON SHARE
Earnings per common share ("EPS") was calculated as follows (in thousands,
except per share amounts):
============================================================================
Three Months Ended October 31, 2003 2002
============================================================================
Net earnings (used for basic EPS) $ 7,152 $ 8,273
Effect of convertible securities -- 115
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Adjusted net earnings (used for diluted EPS) $ 7,152 $ 8,388
============================================================================
Weighted average common shares outstanding
(used for basic EPS) 18,117 17,761
Effect of dilutive securities:
Stock options 306 465
Restricted stock 96 75
Convertible notes -- 493
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Adjusted weighted average common shares and
assumed conversions (used for diluted EPS) 18,519 18,794
============================================================================
Net earnings per common share:
Diluted $ 0.39 $ 0.45
============================================================================
Basic $ 0.39 $ 0.47
============================================================================
NOTE 6 - STOCKHOLDERS' EQUITY
In October 2003, the Company received 135,000 shares of common stock (at
the market price of $34.15 per share) for its CEO's exercise of 200,000 stock
options and related minimum income taxes pursuant to the terms of the October
1998 stock option agreement. The Company also received 7,000 shares at $34.15
for other senior officers' exercise of 12,000 stock options and taxes. These
shares were retired. At October 31, 2003, $13,885 remained available under the
Company's common stock repurchase program.
10
PART I
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make judgments, assumptions, and estimates that affect
the amounts reported in the Consolidated Financial Statements and accompanying
notes. Note 1 to the Consolidated Financial Statements in the Annual Report on
Form 10-K for the fiscal year ended July 31, 2003 describes the significant
accounting policies and methods used in the preparation of the Consolidated
Financial Statements. Estimates are used for, but not limited to, the accounting
for the allowance for credit losses on finance receivables, impaired finance
receivables, assets received to satisfy receivables and residual values on
direct financing leases. The following critical accounting policies are impacted
significantly by judgments, assumptions, and estimates used in the preparation
of the Consolidated Financial Statements.
The allowance for credit losses on finance receivables is estimated by
management based on total finance receivables, charge-offs,
non-accrual/delinquent finance receivables and management's current assessment
of the risks inherent in the Company's finance receivables from national and
regional economic conditions, industry conditions, concentrations, the financial
condition of counterparties (includes the obligor/lessee and other parties the
Company may have recourse to such as equipment vendors/manufacturers and
owners/affiliates of the obligor/lessee), equipment collateral values and other
factors. Changes in the allowance level may be necessary based on unexpected
changes in these factors.
Impaired finance receivables are recorded at their current estimated net
realizable value (if less than their carrying amount). Assets received to
satisfy receivables are recorded at their current estimated fair value less
selling costs (if less than their carrying amount). Management estimates these
amounts based on expected cash flows and the prevailing market value and
condition of the collateral. Adverse changes in the expected cash flows and
market value and condition of the collateral would cause the Company to incur
additional write-downs.
The Company records residual values on its direct financing leases at the
lowest of (i) any stated purchase option, (ii) the present value at the end of
the initial lease term of rentals due under any renewal options or (iii) the
estimated fair value of the equipment at the end of the lease. The Company may
not be able to realize the full amount of the estimated residual value recorded
due to subsequent adverse changes in equipment values that would cause the
Company to incur a write-down.
RESULTS OF OPERATIONS
Comparison of three months ended October 31, 2003 to three months ended October
31, 2002
Net earnings decreased by 14% to $7.2 million in the first quarter of
fiscal 2004 from $8.3 million in the first quarter of fiscal 2003. Excluding the
$1.7 million loss on the redemption of the Company's convertible debt in the
first quarter of fiscal 2003 ($1.1 million after-tax), net earnings decreased by
24%. The decrease was due to (i) a higher provision for credit losses on finance
receivables, increased costs and reduced finance income resulting from a higher
level of non-performing assets and, to a lesser extent, (ii) the effects of
continued low market interest rates and (iii) increased costs of being a public
company. These factors were partially offset by lower salary expense.
Finance income decreased by 14% to $30.2 million in the first quarter of
fiscal 2004 from $35.0 million in the first quarter of fiscal 2003. The decrease
resulted from the lower net yield of finance receivables from continued low
market interest rates and, to a lesser extent, the 2% ($26 million) decrease in
average finance receivables outstanding to $1.414 billion in the first quarter
of fiscal 2004 from $1.440 billion in the first quarter of fiscal 2003 and
increased non-accrual finance receivables.
Interest expense, incurred on borrowings used to fund finance receivables,
decreased by 30% to $8.7 million in the first quarter of fiscal 2004 from $12.4
million in the first quarter of fiscal 2003. The decrease resulted from lower
average market interest rates and, to a lesser extent, $112.0 million of fixed
rate term notes swapped to significantly lower floating rates and the 6% ($61
million) decrease in average debt outstanding.
11
Net finance income before provision for credit losses on finance
receivables decreased by 4% to $21.6 million in the first quarter of fiscal 2004
from $22.6 million in the first quarter of fiscal 2003. Net finance income
before provision for credit losses expressed as a percentage of average finance
receivables outstanding ("net interest margin") decreased to 6.1% in the first
quarter of fiscal 2004 from 6.2% in the first quarter of fiscal 2003. The
decrease resulted from the effects of continued low market interest rates and
increased non-accrual finance receivables. These factors were partially offset
by the effect of the decrease in the Company's leverage.
The provision for credit losses on finance receivables increased to $3.6
million in the first quarter of fiscal 2004 from $1.6 million in the first
quarter of fiscal 2003 due to increased net charge-offs (write-downs of finance
receivables less recoveries) of $3.7 million from $1.5 million. Net charge-offs,
expressed as a percentage of average finance receivables outstanding ("loss
ratio"), increased to 1.05% in the first quarter of fiscal 2004 from 0.41% in
the first quarter of fiscal 2003. Net charge-offs increased due a higher level
of non-performing assets, lower equipment values and a weaker resale market. The
provision for credit losses is determined by the amount required to increase the
allowance for credit losses to a level considered appropriate by management.
Salaries and other expenses increased by 13% to $6.3 million in the first
quarter of fiscal 2004 from $5.6 million in the first quarter of fiscal 2003.
The increase resulted from increased costs associated with higher amounts of
non-performing assets and, to a lesser extent, increased costs of being a public
company (includes insurance, internal and external audit costs, legal fees and
Sarbanes-Oxley compliance costs). These factors were partially offset by
decreased salary expense due to the effect of work force reductions exceeding
salary increases. Salaries and other expenses expressed as a percentage of
average finance receivables outstanding ("expense ratio") increased to 1.8% in
the first quarter of fiscal 2004 from 1.5% in the first quarter of fiscal 2003
resulting from the increase in expenses.
Diluted earnings per share decreased by 13% to $0.39 in the first quarter
of fiscal 2004 from $0.45 in the first quarter of fiscal 2003, and basic
earnings per share decreased by 17% to $0.39 in the first quarter of fiscal 2004
from $0.47 in the first quarter of fiscal 2003. The percentage decrease in
diluted earnings per share was lower than the percentage decrease in net
earnings primarily due to the decrease in the number of dilutive shares from the
August 2002 redemption of convertible debt. The percentage decrease in basic
earnings per share was higher than the percentage decrease in net earnings
primarily due to the issuance of 1.16 million shares of common stock in August
2002 from the conversion of $35.0 million of debt. Diluted and basic earnings
per share for the first quarter of fiscal 2003 excluding the after-tax loss on
redemption of convertible debt were $0.51 and $0.53, respectively.
The amounts of net earnings and diluted and basic earnings per share
excluding the $1.1 million after-tax loss on the redemption of convertible debt
presented for fiscal 2003 are non-GAAP financial measures. Management believes
these amounts are useful to investors in comparing the Company's operating
results for fiscal 2004 to fiscal 2003. The excluded loss resulted from the
Company's redemption of its 4.5% convertible subordinated notes. The notes were
redeemed to eliminate their dilutive effect. This was a non-recurring event.
RECEIVABLE PORTFOLIO AND ASSET QUALITY
Finance receivables outstanding decreased by 1% ($10.1 million) to $1.405
billion at October 31, 2003 from $1.415 billion at July 31, 2003. Finance
receivables comprise installment sale agreements and secured loans (collectively
referred to as "loans") and investments in direct financing leases. At October
31, 2003, loans were 83% ($1.166 billion) of finance receivables and leases were
17% ($239.1 million) of finance receivables.
Finance receivables originated in the first quarter of fiscal 2004 and
2003 were $170 million and $184 million, respectively. Finance receivables
collected in the first quarter of fiscal 2004 and 2003 were $173 million and
$178 million, respectively. Originations decreased due to continued weak
domestic commercial loan demand.
The Company's underwriting policies and procedures require obtaining a
first lien on equipment financed or ownership of equipment leased. The equipment
financed/leased by the Company generally possesses certain characteristics that
can mitigate losses. The equipment collateral typically has an economic life
exceeding the term of the transaction, historically low levels of technological
obsolescence, use in multiple industries, ease of access and transporting, and a
broad, established resale market. The Company does not finance/lease aircraft
and railcars, computer related equipment, fixtures and telecommunications
equipment or equipment not located in the United States.
12
The allowance for credit losses was $23.6 million at October 31, 2003 and
$23.8 million at July 31, 2003. The allowance level was 1.68% of finance
receivables at October 31, 2003 and at July 31, 2003. Management periodically
reviews the allowance to determine that its level is appropriate. The purpose of
the allowance is to provide for any inherent losses at the balance sheet date.
Net charge-offs of finance receivables (write-downs less recoveries)
decreased to $3.7 million in the first quarter of fiscal 2004 from $3.9 million
in the fourth quarter of fiscal 2003. The loss ratio decreased to 1.05% in the
first quarter of fiscal 2004 from 1.11% in the fourth quarter of fiscal 2003.
Net charge-offs decreased primarily due to the lower amount of non-performing
assets and improving economic conditions.
Non-performing assets comprise non-accrual finance receivables and
repossessed equipment as follows ($ in millions):
==========================================================================
October 31, July 31,
2003 2003
==========================================================================
Non-accrual finance receivables $40.4 $42.9
Repossessed equipment 12.9 19.7
--------------------------------------------------------------------------
Total non-performing assets $53.3 $62.6
==========================================================================
Percentage of total finance receivables 3.8% 4.4%
==========================================================================
Delinquent finance receivables (transactions with a contractual payment 60
or more days past due) were $29.0 million (2.1% of total finance receivables) at
October 31, 2003 compared to $22.2 million (1.6% of total finance receivables)
at July 31, 2003. Approximately half of the Company's non-accrual finance
receivables at October 31, 2003 and July 31, 2003 were not delinquent.
The Company's asset quality statistics in the first quarter of fiscal 2004
continued to reflect weak conditions in the industries financed by the Company,
but have improved since July 31, 2003. A continuation of these conditions could
result in sustained or higher levels of net charge-offs and non-performing
assets. Increases in net charge-offs and non-performing assets would have a
negative effect on earnings through increases in the provision for credit losses
and by reducing finance income. Conversely, further improvement in net
charge-offs and non-performing assets would have a positive effect on earnings
through decreases in the provision for credit losses and by increasing finance
income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations and growth depend upon the continued availability
of funds to originate or acquire finance receivables, to purchase portfolios of
finance receivables and to repay maturing debt. The Company may obtain funds
from many sources, including operating cash flow, private and public issuances
of term debt, conduit and term securitizations of finance receivables,
borrowings under committed unsecured revolving credit facilities, dealer placed
and directly issued commercial paper and sales of common and preferred equity.
Management believes that the Company's sources of liquidity are well
diversified. The Company is not dependent on any single funding source or on any
single credit provider. Management believes, but cannot assure, that sufficient
liquidity is available to the Company to support its future operations and
growth.
The term notes and commercial paper of the Company's major operating
subsidiary are rated "BBB" and "F-2," respectively, by Fitch, Inc. (a Nationally
Recognized Statistical Ratings Organization) with a positive outlook. All of the
Company's term notes and a majority of its commercial paper were issued by the
subsidiary. The Company's access to capital markets at competitive rates is
partly dependent on these investment grade credit ratings.
The debt agreements of the subsidiary contain certain restrictive
covenants including limitations on indebtedness, encumbrances, investments,
dividends and other distributions to the Company, sales of assets, mergers and
other business combinations, capital expenditures, interest coverage and net
worth. None of the debt agreements contain a material adverse change clause.
Based on the minimum net worth requirements of these agreements, the amount of
equity that the Company could distribute was indirectly limited to $141.2
million at October 31, 2003.
13
Total debt decreased by 2% ($20.7 million) to $1.022 billion at October
31, 2003 from $1.042 billion at July 31, 2003 and stockholders' equity increased
by 3% ($9.8 million) to $326.2 million at October 31, 2003 from $316.4 million
at July 31, 2003. As a result, leverage (debt-to-equity ratio) decreased to 3.1
at October 31, 2003 from 3.3 at July 31, 2003.
Debt comprised the following ($ in millions):
===========================================================================================
October 31, 2003 July 31, 2003
----------------------------------------------
Amount Percent Amount Percent
===========================================================================================
Term notes $ 585.0 57% $ 597.0 57%
Asset securitization financings 325.0 32 325.0 31
Commercial paper 112.9 11 111.6 11
Borrowings under bank credit facilities -- -- 11.4 1
-------------------------------------------------------------------------------------------
Total principal amount 1,022.9 100% 1,045.0 100%
Fair value adjustment of hedged debt (1.3) (2.7)
-------------------------------------------------------------------------------------------
Total debt $1,021.6 $1,042.3
===========================================================================================
Term Notes
In August 2003, the Company repaid $17.0 million of 8.89% fixed rate
unsecured term notes at maturity and in September 2003, the Company issued a
$5.0 million variable rate unsecured term note with a bank maturing in December
2004.
At October 31, 2003, the $585.0 million of term notes outstanding
comprised $540.0 million of private placements and medium term notes with
insurance companies and $45.0 million of bank term loans.
Asset Securitization Financings
Borrowings under the securitization facility are limited to a minimum
level of securitized receivables. When borrowings exceed the minimum level, the
Company can repay the excess or securitize more receivables. The Company can
securitize more receivables during the term of the facility. The facility
expires March 27, 2004. The Company currently intends to renew the facility for
another year. Upon the expiration of the facility, the Company can repay
borrowings outstanding or convert them into term debt. The term debt would be
repaid in monthly amounts equal to the collections of securitized receivables.
Currently, the Company would exercise the conversion option if the facility was
not renewed. Based on the contractual payments of the $424.0 million of
securitized receivables at October 31, 2003, the term debt would be fully repaid
by December 2005.
The unsecured senior debt agreements of the Company's major operating
subsidiary limit the amount of finance receivables that the subsidiary can
securitize to 40% of its finance receivables outstanding, approximately $555.0
million at October 31, 2003. Therefore, the Company could securitize an
additional $131.0 million of finance receivables at October 31, 2003. The amount
that the Company can borrow under the securitization facility is limited to 94%
of securitized receivables.
Commercial Paper
The Company issues commercial paper directly and through a $350.0 million
program. The Company's commercial paper is unsecured and matures within 270
days. The Company has not obtained commitments from any purchaser of its
commercial paper for additional or future purchases. Increases in commercial
paper are generally offset by decreases in bank and other borrowings, and vice
versa. The Company's current policy is to maintain committed revolving credit
facilities from banks so that the aggregate amount available thereunder exceeds
commercial paper outstanding.
Bank Credit Facilities
At October 31, 2003, the Company had $335.0 million of committed unsecured
revolving credit facilities from nine banks (a $50.0 million decrease from July
31, 2003). This includes $180.0 million of facilities with original terms
ranging from two to five years and $155.0 million of facilities with an original
term of one year.
These facilities provide the Company with a dependable, low-cost source of
funds and support for its commercial paper program. The Company can borrow the
full amount under each facility. None of the facilities are for commercial paper
back-up only. These facilities may or may not be renewed upon expiration.
14
Stockholders' Equity
In fiscal 2004, the Company acquired 142,000 shares of common stock for
$4.8 million (as described in Note 6 to the Consolidated Financial Statements).
At October 31, 2003, $13.9 million remained available under the Company's common
stock repurchase program.
MARKET INTEREST RATE RISK AND SENSITIVITY
The Company's earnings are sensitive to fluctuations in market interest
rates (includes LIBOR, rates on U.S. Treasury securities, money market rates and
the prime rate). Changes in these rates affect the Company's finance income and
interest expense. Generally, based on the current mix of fixed rate and floating
rate finance receivables and debt, increases in rates would have a negative
impact on earnings, and decreases in rates would have a positive impact on
earnings because the Company has more floating rate and short-term debt than
fixed rate term debt, and more fixed rate finance receivables than floating rate
finance receivables. As a result, if market interest rates rise, the Company's
borrowing costs would increase faster than the yield on its finance receivables.
Conversely, if market interest rates decline, the Company's borrowing costs
would decrease faster than the yield on its finance receivables. These effects
would diminish over time. In addition, since the Company's interest earning
assets exceed its interest bearing liabilities, eventually, lower market
interest rates would reduce net earnings and higher rates would increase net
earnings. These broad statements do not take into account the effects of
economic and other conditions that could accompany interest rate fluctuations.
The net yield of finance receivables less the weighted average cost of
borrowed funds represents the net interest spread, an important measure of a
finance company's profitability. The net interest spread for the first quarters
of fiscal 2004 and 2003 follow:
=====================================================================
Three Months Ended October 31, 2003 2002
=====================================================================
Net yield of finance receivables 8.5% 9.6%
Weighted average cost of borrowed funds 3.3 4.5
---------------------------------------------------------------------
Net interest spread 5.2% 5.1%
=====================================================================
The net yield on finance receivables continued to decline since new
receivables were originated at lower rates than finance receivables collected.
In the first quarter of fiscal 2004, the decline in yield was exceeded by the
decline in the Company's weighted average cost of funds primarily due to $112.0
million of fixed rate term notes swapped to significantly lower floating rates
and the repayment of $200.0 million of matured term notes with high fixed
interest rates. The yield on finance receivables should continue to decline,
but the cost of funds is not expected to decline further.
The Company monitors and manages its exposure to market interest rate
fluctuations through risk management procedures that include using certain
derivative financial instruments and changing the proportion of its fixed rate
term debt versus its floating rate and short term debt. The Company may use
derivatives to hedge its exposure to interest rate risk on certain debt
obligations. The Company does not use derivatives for speculation and the
Company does not trade derivatives.
In August 2003, the Company entered into an interest rate swap agreement,
with a notional amount of $24.5 million, as a fair value hedge of its 4.37%
$24.5 million five-year fixed rate term notes issued in April 2003. Under the
terms of the swap, the Company receives a fixed rate equal to the rate of the
hedged note and pays a floating rate (1.90% at October 31, 2003) indexed to
six-month LIBOR on the notional amount. The swap expires on the notes' maturity
date. The swap effectively converted the fixed rate notes to a floating rate. At
October 31, 2003, the total amount of fixed rate term notes swapped to floating
rates was $112.0 million.
At October 31, 2003, $1.333 billion (95%) of finance receivables were
fixed rate and $72.8 million (5%) were indexed to the prime rate. Finance
receivables provide for monthly payments for periods of two to five years. The
Company experiences some prepayments that accelerate the scheduled maturities of
finance receivables. At October 31, 2003, $484.0 million of fixed rate finance
receivables are scheduled to mature within one year and the weighted average
remaining maturity of fixed rate finance receivables is approximately two years.
At October 31, 2003, fixed rate term debt (as swapped) of $277.5 million
and stockholders' equity of $326.2 million totaled $603.7 million. Since fixed
rate finance receivables exceeds this amount significantly, the net interest
spread would be affected by fluctuations in market interest rates. The Company
does not match the maturities of its debt to its finance receivables.
15
Management periodically calculates the effect on net earnings of a
hypothetical, immediate 100 basis point (1.0%) increase in market interest
rates. At October 31, 2003, such a hypothetical adverse change in rates would
reduce quarterly net earnings by approximately $650,000. Actual future changes
in market interest rates may differ materially and their effect on net earnings
may also differ materially due to changes in finance receivable and debt
repricing structures. In addition, any other factors that may accompany an
actual immediate 100 basis point increase in market interest rates were not
considered in the calculation.
NEW ACCOUNTING STANDARDS
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities--an interpretation of ARB No. 51." Variable interest entities
often are created for a single specified purpose, for example, to facilitate
securitization, leasing, hedging, research and development, reinsurance or other
transactions or arrangements. FIN No. 46 requires certain variable interest
entities to be consolidated by the primary beneficiary (the entity that will be
at risk for a majority of the expected losses or receive a majority of the
expected residual returns of the variable interest entity). FIN No. 46 applies
to variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired on or prior to January 31, 2003,
the Company is required to apply FIN No. 46 (as amended by FASB Staff Position
No. FIN 46-6 issued in October 2003) on January 31, 2004. The Company
consolidates fully one variable interest entity (a special purpose entity that
it established for its asset securitization facility) under current accounting
rules. The consolidation of this entity will not be affected by the adoption of
FIN No. 46. The Company does not expect the adoption of FIN No. 46 will have a
material impact on its results of operations or financial position.
FORWARD-LOOKING STATEMENTS
Certain statements in this document may include the words or phrases "can
be," "expects," "plans," "may," "may affect," "may depend," "believe,"
"estimate," "intend," "could," "should," "would," "if" and similar words and
phrases that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are subject to various known
and unknown risks and uncertainties and the Company cautions that any
forward-looking information provided by or on its behalf is not a guarantee of
future performance. The Company's actual results could differ materially from
those anticipated by such forward-looking statements due to a number of factors,
some beyond the Company's control, including, without limitation, (i) the
ability to obtain funding on acceptable terms, (ii) changes in the risks
inherent in the Company's receivables portfolio and the adequacy of the
Company's reserves, (iii) changes in market interest rates, (iv) changes in
economic, financial and market conditions, (v) changes in competitive conditions
and (vi) the loss of key executives or personnel. Forward-looking statements
apply only as of the date made and the Company is not required to update
forward-looking statements for subsequent or unanticipated events or
circumstances.
Item 4. CONTROLS AND PROCEDURES
a. Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer and Chief Financial Officer have conducted an evaluation
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the
end of the period covered by this report and each has concluded that such
disclosure controls and procedures were effective as of such date to
ensure that information required to be disclosed in the Company's reports
filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms.
b. Changes in internal controls. There were no changes in the Company's
internal controls over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal controls over financial
reporting.
16
PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Page No.
Exhibit No. Description of Exhibit
----------- ----------------------
3.1 (a) Articles of Incorporation of the Registrant
3.2 (a) By-laws of the Registrant
3.3 (a) Form of Restated and Amended By-laws of the Registrant
3.4 (f) Certificate of Amendment of Articles of Incorporation dated
December 9, 1998
3.5 (f) Restated By-laws of the Registrant as amended through December 30,
1998
3.6 (g) Restated By-laws of the Registrant as amended through March 7,
2000
4.8 (c) Indenture dated January 14, 1998 for Credit's Rule 144A Medium
Term Note Program
4.12 (d) Specimen Common Stock Certificate
4.13 (h) Indenture dated September 20, 2000 for Financial Federal Credit
Inc.'s $200 million Rule 144A Medium Term Note program
10.8 (a) Form of Commercial Paper Note issued by the Registrant
10.9 (a) Form of Commercial Paper Note issued by Credit
10.10 (a) Stock Option Plan of the Registrant and forms of related stock
option agreements
10.21 (b) Form of Commercial Paper Dealer Agreement of Credit
10.22 (b) Form of Deferred Compensation Agreement with certain officers
as filed under the Top Hat Plan with the Department of Labor
10.25 (e) Amended and Restated 1998 Stock Option/Restricted Stock Plan of
the Registrant
10.26 (g) Deferred Compensation Agreement dated March 7, 2000 between the
Registrant and Clarence Y. Palitz, Jr.
10.27 (h) 2001 Management Incentive Plan for the Chief Executive
Officer("CEO") of the Registrant
10.28 (h) Form of Restricted Stock Agreement dated February 27, 2001 between
the Registrant and its CEO
10.29 (h) Form of Restricted Stock Agreement dated February 27, 2001 between
the Registrant and certain senior officers
10.30 (i) Form of Restricted Stock Agreement dated March 1, 2002 between the
Registrant and its CEO
10.31 (i) Form of Restricted Stock Agreement dated March 1, 2002 between the
Registrant and certain senior officers
10.32 (j) Supplemental Retirement Benefit dated June 4, 2002 between the
Registrant and its CEO
10.33 (k) Agreement to Defer Restricted Stock dated February 26, 2003
between the Registrant and its CEO
10.34 (k) Agreement to Defer Restricted Stock dated February 26, 2003
between the Registrant and its CEO
31.1 * Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes Oxley Act of 2002
31.2 * Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes Oxley Act of 2002
32.1 * Certification of Chief Executive Officer Pursuant to Section 906
of the Sarbanes Oxley Act of 2002
32.2 * Certification of Chief Financial Officer Pursuant to Section 906
of the Sarbanes Oxley Act of 2002
Previously filed with the Securities and Exchange Commission as an exhibit to
the Company's:
(a) Registration Statement on Form S-1 (Registration No. 33-46662).
(b) Form 10-K for the fiscal year ended July 31, 1996.
(c) Form 10-Q for the quarter ended January 31, 1998.
(d) Registration Statement on Form S-3 (Registration No. 333-56651).
(e) Registration Statement on Form S-8 (Registration No. 333-50962).
(f) Form 10-Q for the quarter ended January 31, 1999.
(g) Form 10-Q for the quarter ended January 31, 2000.
(h) Form 10-Q for the quarter ended April 30, 2001.
(i) Form 10-Q for the quarter ended April 30, 2002.
(j) Form 10-K for the fiscal year ended July 31, 2002.
(k) Form 10-Q for the quarter ended January 31, 2003.
* Filed herewith.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated September 30, 2003 reporting,
under Item 12, the announcement of earnings for the fiscal year ended July 31,
2003.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
(Registrant)
By: /s/ Steven F. Groth
---------------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Hamm
---------------------------------
Vice President and Controller
(Principal Accounting Officer)
December 8, 2003
----------------
(Date)
18