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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, 2001
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, NY 10017
(Address of principal executive offices)
(Zip code)
(212) 599-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
At December 3, 2001, 16,637,171 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, 2001
TABLE OF CONTENTS
Part I - Financial Information Page No.
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Item 1 Financial Statements
Consolidated Balance Sheets at October 31, 2001 (unaudited)
and July 31, 2001 (audited) 3
Consolidated Statements of Income and Retained Earnings
for the three months ended October 31, 2001 and 2000
(unaudited) 4
Consolidated Statements of Cash Flows for the three months
ended October 31, 2001 and 2000 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Operations and
Financial Condition 7-8
Part II - Other Information
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Item 6 Exhibits and Reports on Form 8-K 8
Signatures 9
2
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
October 31, July 31,
2001 * 2001
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ASSETS
Finance receivables $1,336,828 $1,321,226
Allowance for possible losses (22,235) (21,938)
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Finance receivables - net 1,314,593 1,299,288
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Cash 10,065 10,251
Other assets 4,030 4,124
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TOTAL ASSETS $1,328,688 $1,313,663
========== ==========
LIABILITIES
Senior debt:
Long-term $628,391 $703,584
Short-term 309,491 228,014
Subordinated debt 93,485 93,485
Accrued interest, taxes and other liabilities 52,175 53,082
Deferred income taxes 29,487 29,087
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Total liabilities 1,113,029 1,107,252
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STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000,000 shares,
none issued
Common stock - $.50 par value, authorized 100,000,000 shares;
shares issued and outstanding (net of 136,961 treasury
shares): 16,637,171 at October 31, 2001 and 16,540,329
at July 31, 2001 8,319 8,270
Additional paid-in capital 63,288 62,921
Retained earnings 144,052 135,220
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Total stockholders' equity 215,659 206,411
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,328,688 $1,313,663
========== ==========
* Unaudited
The notes to consolidated financial statements are made a part hereof.
3
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS *
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended October 31, 2001 2000
----------------------------------------------------- -------- --------
Finance income $34,633 $33,093
Interest expense 14,156 16,125
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Net finance income before provision for possible
losses on finance receivables 20,477 16,968
Provision for possible losses on finance receivables 1,025 1,150
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Net finance income 19,452 15,818
Salaries and other expenses 4,893 3,920
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Earnings before income taxes 14,559 11,898
Provision for income taxes 5,727 4,626
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NET EARNINGS 8,832 7,272
Retained earnings - beginning of period 135,220 106,130
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RETAINED EARNINGS - END OF PERIOD $144,052 $113,402
======== ========
EARNINGS PER COMMON SHARE:
Diluted $0.48 $0.41
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Basic $0.53 $0.49
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* Unaudited
The notes to consolidated financial statements are made a part hereof.
4
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS *
(Dollars in Thousands)
Three Months Ended October 31, 2001 2000
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Cash flows from operating activities:
Net earnings $8,832 $7,272
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for possible losses on finance receivables 1,025 1,150
Depreciation and amortization 2,946 1,941
Deferred income taxes 400 1,200
Decrease in other assets 112 97
Decrease in accrued interest, taxes and other liabilities (907) (6,394)
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Net cash provided by operating activities 12,408 5,266
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Cash flows from investing activities:
Finance receivables:
Originated (182,116) (172,694)
Collected 163,019 119,451
Other (116) (49)
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Net cash used in investing activities (19,213) (53,292)
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Cash flows from financing activities:
Commercial paper:
Maturities 90 days or less (net) (3,854) (51,585)
Maturities greater than 90 days:
Proceeds 14,243 70,243
Repayments (18,772) (17,615)
Bank borrowings - net proceeds (repayments) 69,450 19,685
Proceeds from senior term notes -- 38,000
Repayment of senior term notes (55,000) (10,000)
Variable rate senior notes - net proceeds (repayments) 217 (156)
Proceeds from exercise of stock options 335 62
Other -- 46
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Net cash provided by financing activities 6,619 48,680
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NET (DECREASE) INCREASE IN CASH (186) 654
Cash - beginning of period 10,251 6,068
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CASH - END OF PERIOD $10,065 $6,722
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Supplemental disclosures of cash flow information:
Interest paid $13,934 $12,848
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Income taxes paid $1,925 $2,598
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* Unaudited
The notes to consolidated financial statements are made a part hereof.
5
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position at October
31, 2001 and the results of operations and cash flows of the Company for the
three month periods ended October 31, 2001 and 2000. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and note disclosures included in the
Company's Annual Report on Form 10-K for the year ended July 31, 2001. The
consolidated results of operations for the three month periods ended October
31, 2001 and 2000 are not necessarily indicative of the results for the
respective full years.
NOTE 2 - DESCRIPTION OF BUSINESS
The Company is an independent financial services company providing
collateralized lending, financing and leasing services nationwide to primarily
middle-market commercial enterprises in the general construction, road and
infrastructure construction and repair, manufacturing, road transportation and
waste disposal industries. The Company lends against, finances and leases a
wide range of revenue-producing equipment such as cranes, earth movers,
machine tools, personnel lifts, trailers and trucks.
NOTE 3 - EARNINGS PER COMMON SHARE
Earnings per common share was calculated as follows (in thousands, except per
share amounts):
Three months ended October 31, 2001 2000
------------------------------------------------ ------ ------
Net earnings (used for basic earnings per share) $8,832 $7,272
Effect of convertible securities 733 730
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Adjusted net earnings (used for diluted
earnings per share) $9,565 $8,002
====== ======
Weighted average common shares outstanding
(used for basic earnings per share) 16,557 14,963
Effect of dilutive securities:
Convertible notes 3,024 3,024
Stock options 357 209
Warrants -- 1,391
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Adjusted weighted average common shares
and assumed conversions (used for
diluted earnings per share) 19,938 19,587
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Net earnings per common share - Diluted $0.48 $0.41
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Net earnings per common share - Basic $0.53 $0.49
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NOTE 4 - SENIOR DEBT
At October 31, 2001, the Company had $465.0 million of committed unsecured
revolving credit facilities with various banks including $205.0 million that
expire after October 31, 2002 and $260.0 million that expire before October
31, 2002. Long-term senior debt of $628.4 million at October 31, 2001
comprised $350.0 million of term notes payable, $124.5 million of borrowings
under credit facilities that expire after October 31, 2002, $80.5 million of
borrowings under credit facilities that expire before October 31, 2002 that
were supported by credit facilities that expire after October 31, 2002 and
$73.4 million of the securitization financing.
6
PART I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Comparison of three months ended October 31, 2001 to three months ended
October 31, 2000
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Finance income increased by 5% to $34.6 million in the first quarter of fiscal
2002 from $33.1 million in the first quarter of fiscal 2001. The increase was
primarily due to the 14%, or $163 million, increase in average finance
receivables outstanding to $1.330 billion in the first quarter of fiscal 2002
from $1.166 billion in the first quarter of fiscal 2001, partially offset by
(i) lower rates obtained on new receivables and decreases in rates on variable
rate finance receivables as a result of the sharp decline in market interest
rates since January 2001 and, to a lesser extent, (ii) an increase in non-
performing assets in the first quarter of fiscal 2002 from the first quarter
of fiscal 2001. Finance receivables booked in the first quarter of fiscal
2002 and fiscal 2001 were $182 million and $173 million, respectively.
Interest expense, incurred on borrowings used to fund finance receivables,
decreased by 12% to $14.2 million in the first quarter of fiscal 2002 from
$16.1 million in the first quarter of fiscal 2001. The decrease was primarily
due to decreases in the cost of the Company's short-term and variable rate
debt as a result of significantly lower average market interest rates in the
first quarter of fiscal 2002 as compared to the first quarter of fiscal 2001,
partially offset by the 13% increase in average debt outstanding in the first
quarter of fiscal 2002 from the first quarter of fiscal 2001.
Net finance income before provision for possible losses on finance receivables
increased by 21% to $20.5 million in the first quarter of fiscal 2002 from
$17.0 million in the first quarter of fiscal 2001. Net finance income before
provision for possible losses expressed as an annualized percentage of average
finance receivables outstanding (net interest margin) increased to 6.1% in the
first quarter of fiscal 2002 from 5.8% in the first quarter of fiscal 2001.
The increase was primarily due to the decline in market interest rates since
January 2001.
The provision for possible losses on finance receivables decreased by 11% to
$1.0 million in the first quarter of fiscal 2002 from $1.2 million in the
first quarter of fiscal 2001. The provision for possible losses is determined
by the amount required to increase the allowance for possible losses to a
level that management considers appropriate. The allowance for possible
losses was $22.2 million, or 1.66% of finance receivables at October 31, 2001,
compared to $21.9 million, or 1.66% of finance receivables, at July 31, 2001
and $19.9 million, or 1.67% of finance receivables, at October 31, 2000. The
allowance is periodically reviewed by the Company's management and is
estimated based on total finance receivables, net credit losses incurred and
management's current assessments of the risks inherent in the Company's
finance receivables from national and regional economic conditions, industry
conditions, concentrations, the financial condition of counterparties and
other factors. An increase in the level of the allowance may be necessary
based on unexpected changes in these factors.
Net credit losses (write-downs of finance receivables less subsequent
recoveries) were $728,000 and $346,000 in the first quarter of fiscal 2002 and
2001, respectively. Net credit losses expressed as an annualized percentage
of average finance receivables outstanding (loss ratio) were 0.22% and 0.12%
in the first quarter of fiscal 2002 and 2001, respectively. Non-performing
assets were $41.8 million, or 3.1% of total finance receivables, at October
31, 2001, compared to $34.4 million, or 2.6% of total finance receivables, at
July 31, 2001 and $18.9 million, or 1.6% of total finance receivables, at
October 31, 2000. Delinquent finance receivables (transactions with a
contractual payment more than 60 days past due) were $34.4 million, or 2.6% of
total finance receivables, at October 31, 2001, compared to $24.8 million, or
1.9% of total finance receivables, at July 31, 2001 and $19.9 million, or 1.7%
of total finance receivables, at October 31, 2000. Although the Company's
non-performing assets, delinquent finance receivables and net credit losses
have increased, and could continue to increase, their current and expected
levels are below historical and current industry standards.
Salaries and other expenses increased by 25% to $4.9 million in the first
quarter of fiscal 2002 from $3.9 million in the first quarter of fiscal 2001.
The increase was primarily due to the increase in the number of marketing and
administrative employees, salary increases and, to a lesser extent, additional
costs incurred relating to the increased number of problem accounts in the
first quarter of fiscal 2002 as compared to the first quarter of fiscal 2001.
7
Net earnings increased by 21% to $8.8 million in the first quarter of fiscal
2002 from $7.3 million in the first quarter of fiscal 2001. Diluted earnings
per share increased by 17% to $0.48 per share in the first quarter of fiscal
2002 from $0.41 per share in the first quarter of fiscal 2001 and basic
earnings per share increased by 8% to $0.53 per share in the first quarter of
fiscal 2002 from $0.49 per share in the first quarter of fiscal 2001. The
increase in diluted earnings per share was lower than the increase in net
earnings primarily due to the effect that the convertible notes have on the
diluted earnings per share calculation and the 26% increase in the average
price of the Company's common stock in the first quarter of fiscal 2002 from
the first quarter of fiscal 2001. The increase in basic earnings per share
was lower than the increase in net earnings primarily due to the increase in
the number of outstanding shares of the Company's common stock resulting from
the exercise of the Company's 1.6 million warrants in the second quarter of
fiscal 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company is dependent upon the continued availability of funds to originate
or acquire finance receivables and to purchase portfolios of finance
receivables. The Company may obtain required funds from a variety of sources,
including operating cash flow, dealer placed and directly issued commercial
paper, borrowings under committed unsecured revolving credit facilities,
private and public issuances of term debt, conduit and term securitizations of
its finance receivables and sales of common and preferred equity. Management
believes, but cannot assure, that the Company has available sufficient
liquidity to support its future operations.
The Company issues investment grade commercial paper directly and through a
$350.0 million program with recognized dealers. Commercial paper outstanding
at October 31, 2001 was $135.4 million. The Company's commercial paper is
unsecured and matures within 270 days. Increases in commercial paper are
generally offset by decreases in bank and other borrowings, and vice versa.
The Company's current policy is to maintain committed revolving credit
facilities from banks so that the aggregate amount available thereunder
exceeds commercial paper outstanding.
At October 31, 2001, the Company had $465.0 million of committed unsecured
revolving credit facilities with various banks including $205.0 million that
expire after one year and $260.0 million that expire within one year. At
October 31, 2001, the Company had $124.5 million of borrowings outstanding
under credit facilities expiring after one year and $89.0 million of
borrowings outstanding under credit facilities expiring within one year.
In September 2001, the Company repaid $55.0 million of term debt at maturity
with the proceeds from additional borrowings under bank credit facilities.
FORWARD-LOOKING STATEMENTS
Certain statements in this document may include the words or phrases "can be,"
"expects," "may affect," "may depend," "believe," "estimate," "intend,"
"could," 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 you 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 of which are 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 other 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.
PART II
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: None
(b) Reports on Form 8-K: None
8
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
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(Registrant)
By: /s/ Steven F. Groth
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Hamm
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Vice President and Controller
(Principal Accounting Officer)
December 10, 2001
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(Date)
9