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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 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 No.)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 599-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
------------------------------- ------------------------------------
Common Stock, $.50 par value New York Stock Exchange, Inc.
4.5% Convertible Subordinated
Notes due 2005 New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the Common Stock of the Registrant held by non-
affiliates of the Registrant on October 1, 2001 was $351,080,296.00. The
aggregate market value was computed by reference to the closing price of the
Common Stock on the New York Stock Exchange on the prior day (which was $24.50
per share). For the purposes of this response, executive officers and
directors are deemed to be the affiliates of the Registrant and the holding by
non-affiliates was computed as 14,329,808 shares. The number of shares of
Registrant's Common Stock outstanding as of October 1, 2001 was 16,609,246
shares.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Definitive Proxy Statement for its Annual Meeting of
Stockholders, to be held on December 11, 2001, which will be filed pursuant to
Regulation 14A within 120 days of the close of Registrant's fiscal year, is
incorporated by reference in answer to Part III of this Annual Report on Form
10-K. In addition, page 1 and pages 9 through 26 of Registrant's Annual
Report to Stockholders for the fiscal year ended July 31, 2001, filed as
Exhibit 13.1 herein, is incorporated by reference in answer to Items 6, 7, 7A
and 8 of Part II.
Page 1
PART I
Item 1. BUSINESS
--------
The Company, incorporated under the laws of Nevada in 1989, is a
nationwide independent financial services company with $1.3 billion of assets
at July 31, 2001. The Company finances industrial, commercial and
professional equipment through installment sales and leasing programs for
manufacturers, dealers and end users of such equipment. The Company also
makes capital loans to equipment users, secured by the same types of equipment
and other collateral. The Company provides its services primarily to middle-
market businesses located throughout the nation, generally with annual
revenues of up to $25 million, in the general construction, road and
infrastructure construction and repair, manufacturing, road transportation and
waste disposal industries. The Company focuses on financing a wide range of
revenue-producing equipment of major manufacturers that is movable, has an
economic life longer than the term of the financing, is not subject to rapid
technological obsolescence, has applications in multiple industries and has a
relatively broad resale market. Equipment financed by the Company includes
air compressors, bulldozers, buses, cement mixers, compactors, crawler cranes,
earth-movers, excavators, generators, hydraulic truck cranes, loaders, machine
tools, motor graders, pavers, personnel and material lifts, recycling
equipment, resurfacers, rough terrain cranes, sanitation trucks, scrapers,
trucks, truck tractors and trailers. Virtually all of the Company's finance
receivables are secured by a first lien on such equipment collateral. The
Company may expand the types of equipment collateral it finances and leases.
Currently, the Company generates profits to the extent that its income
from finance receivables exceeds its cost of borrowed funds, operating and
administrative expenses and provision for possible losses. In addition, the
Company may generate profits from investing in operating leases, portfolios of
loans and/or leases, from acquiring full or partial ownership interests of
private or public companies in the finance, leasing and/or lending businesses,
or from zero cost warrants obtained in certain finance transactions.
Marketing
---------
The Company markets its finance and leasing services through marketing
personnel based in more than twenty domestic locations, including six full
service operations centers. At July 31, 2001, seventy-nine full-time new
business marketing representatives reported directly to such operations
centers. The Company originates finance receivables through its relationships
with equipment dealers and, to a lesser extent, manufacturers ("vendors").
The Company also markets its financing and leasing services directly to
equipment users for the acquisition or use of equipment and for capital loans.
The Company's marketing personnel are salaried rather than commission-based
and the majority participates in the Company's stock option plans. Thus, the
Company believes that its marketing personnel have a close community of
interest with the Company and its other stockholders.
The Company's marketing activities are relationship and service
oriented. The Company focuses on providing prompt, responsive and customized
service to its customers and business prospects. The Company has a team of
dedicated and seasoned marketing and managerial personnel who solicit business
from vendors and end users of equipment. The Company's marketing and
managerial personnel have, on average, approximately twenty years of
experience in the industries they serve. Management believes that the
experience, knowledge and relationships of its executives and marketing
personnel, related to the Company's customer and prospect base, equipment
values, resale markets, and local economic and industry conditions, enable the
Company to compete effectively on the basis of prompt, responsive and
customized service. The Company's customer services include making prompt
credit decisions, arranging financing structures meeting customers' needs and
the Company's underwriting criteria, providing direct contact between
customers and Company executives with decision-making authority and providing
prompt and knowledgeable responses to customers' inquiries and temporary
business issues encountered in the ordinary course of their business.
The Company obtains business in several ways. Dealers and, to a lesser
extent, manufacturers of equipment refer their customers (equipment users) to
the Company, or such customers directly approach the Company to finance
equipment purchases. The Company also purchases installment sale contracts,
leases and personal property security agreements from vendors who extend
credit to purchasers of their equipment and the Company makes capital loans to
equipment users. Customers seek capital loans to consolidate debt, provide
working capital, reduce monthly debt service, enhance bonding capacity
(generally in the case of road contractors) and acquire additional equipment
or other assets. In addition, the Company leases equipment to end users,
generally under noncancelable leases.
The Company has relationships with vendors that generally are mid-sized,
since larger vendors typically generate a volume of business greater than the
Company can presently service. The Company is not obligated to purchase any
2
finance receivables from vendors nor are vendors obligated to sell any finance
receivables to the Company. The Company's vendor relationships generally are
nonexclusive. The Company presently has more than 100 vendor relationships
and is not dependent on any single vendor. The Company independently approves
the credit of prospective obligors for all vendor-generated business.
In order to expand its customer base and broaden its marketing coverage
geographically, the Company has purchased portfolios of finance receivables
from financial institutions, vendors and others generally in the range of $1.0
million to $5.0 million. These portfolios included finance receivables
secured by a broader range of equipment than that typically financed by the
Company.
Originating, Structuring and Underwriting of Finance Receivables
----------------------------------------------------------------
The Company originates finance receivables generally ranging from
$50,000 to $1.0 million with fixed or variable interest rates and terms of two
to five years. The Company's finance receivables generally provide for
monthly payments and may include prepayment premium provisions. The average
transaction size of finance receivables originated by the Company was $172,000
in fiscal 2001 and 2000 and $166,000 in fiscal 1999.
The Company's underwriting policies and procedures are designed to
maximize yields and minimize delinquencies and credit losses. Unlike many of
its competitors, the Company does not use credit scoring models but instead
relies upon the experience of its credit officers and management to assess the
creditworthiness of obligors and collateral values. Each credit submission,
regardless of size, requires the approval of at least two credit officers.
The Company attempts to structure transactions to meet the financial
needs of its customers. Transactions may be structured as installment sales,
leases or secured loans. Structuring transactions includes arranging terms
and the repayment schedule, determining rate and other fees and charges,
identifying the primary and any additional equipment collateral to be pledged,
and evaluating the need for additional credit support such as liens on
accounts receivable, inventory and/or real property, certificates of deposit,
commercial paper, payment guarantees, delayed funding and full or partial
recourse to the selling vendor. The Company has, in limited cases, entered
into transactions that included obtaining zero cost warrants where the other
terms of the transactions were not affected by the receipt of such warrants.
A vendor seeking to sell a finance receivable to the Company or an
equipment user seeking to obtain financing from the Company must submit a
credit application. The credit application includes financial and other
information of the obligor and any guarantors and a description of the
collateral to be pledged or leased and its present or proposed use. The
Company's credit personnel analyze the credit application, investigate the
credit of the obligor and any guarantors, evaluate the primary collateral to
be pledged, investigate financial, trade and industry references and review
the obligor's payment history. The Company may also obtain reports from
independent credit reporting agencies and conduct lien, UCC, litigation,
judgement, bankruptcy and tax searches. If the credit application is approved
on terms acceptable to the vendor and/or the obligor, the Company either
purchases an installment sale contract or lease from the vendor or enters into
a direct finance or lease transaction with the equipment user. The Company
funds the transaction upon receiving all required documentation in form and
substance satisfactory to the Company and its legal department. Under the
Company's documentation, the obligor is responsible for all applicable sales,
use and property taxes.
The Company's operating environment permits its managers flexibility in
structuring transactions subject to the Company's credit policy and
procedures. The Company has established specific guidelines for credit review
and approval, including maximum credit concentrations with any one obligor
based on the Company's capital resources and other considerations. The
Company's credit policy establishes several credit officer authority levels.
A credit officer's authority level is based on their credit experience,
managerial position and tenure with the Company. The maximum amount a credit
officer can approve is based on the credit officer's authority level,
collateral coverage relative to the Company's potential lending exposure and
the extent of any recourse the Company may have to a vendor. Under the
Company's current credit policy, any single obligor concentration in excess of
$1.5 million requires the approval of two senior credit officers, and in
excess of $3.0 million, three senior credit officers. In addition, any single
obligor concentration above $4.0 million requires the approval of the
Company's President, Executive Vice President or Chief Financial Officer.
The Company may obtain full or partial recourse on finance receivables
assigned to the Company by vendors obligating them to pay the Company in the
event of an obligor's default or a breach of warranty. The Company may also
withhold an agreed upon amount from a vendor or obligor or obtain cash
collateral as security.
3
The procedures used by the Company in purchasing a portfolio of finance
receivables include reviewing and analyzing the terms of the finance
receivables to be purchased, the credit of the related obligors, the
documentation relating to such finance receivables, the value of the related
pledged collateral, the payment history of the obligors and the implicit yield
to be earned by the Company.
Collection and Servicing
------------------------
Customer payments of finance receivables are remitted to lock boxes or
the Company's operating headquarters in Houston, TX. Collection efforts for
delinquent accounts are performed by collection personnel and managers in the
respective operations centers in conjunction with senior management and, if
necessary, the Company's legal department. Senior management reviews all past
due accounts at least monthly. Decisions regarding collateral repossession,
use of an outside source to do so and the sale or other disposition of
repossessed collateral are made by the Company's senior management and legal
staff in accordance with applicable law.
Competition
-----------
The Company's business is highly competitive. The Company competes with
banks, manufacturer-owned and other finance and leasing companies, and other
financial institutions. Some of the Company's competitors may be better
positioned than the Company to market their services and financing programs to
vendors and end users of equipment because of their ability to offer
additional services and products and more favorable rates and terms. Many of
these competitors have longer operating histories, possess greater financial
and other resources and have a lower cost of funds than the Company, enabling
them to provide financing at rates lower than the Company may be willing to
provide. The Company typically does not compete solely on the basis of rate.
The Company competes by emphasizing a high level of equipment and financial
expertise, customer service, flexibility in structuring financing
transactions, management involvement in customer relationships and by
attracting and retaining the services of dedicated and talented managerial,
marketing and administrative personnel. The Company's present strategy for
attracting and retaining such personnel is to offer a competitive salary, an
equity interest in the Company through participation in its stock option
plans and awards of restricted stock, and enhanced career opportunities. At
July 31, 2001, approximately 60% of the Company's directors, officers and
other employees with at least one year of service participated in the
Company's stock option plans and/or own stock in the Company.
Employees
---------
At July 31, 2001, the Company had 247 employees. All of the Company's
employees and officers are salaried. The Company provides its employees with
group health and life insurance benefits, a qualified 401(k) plan and Section
125 cafeteria plans. The Company does not match employee contributions to the
401(k) plan. The Company does not have any collective bargaining, employment,
pension or incentive compensation arrangements with any of its employees other
than deferred compensation agreements, stock option agreements, restricted
stock agreements and the 2001 Management Incentive Plan for the Company's
Chief Executive Officer containing, without limitation, non-disclosure and
non-solicitation provisions. The Company considers its relations with its
employees to be satisfactory.
Regulation
----------
The Company's commercial financing, lending and leasing activities are
generally not subject to regulation, except that certain states may regulate
motor vehicle transactions, impose licensing, documentation and lien
perfection requirements, and/or restrict the amount of interest or finance
rates and other amounts the Company may charge. The Company's failure to
comply with such regulations, requirements or restrictions could result in
loss of principal and interest or finance charges, penalties and imposition of
restrictions on future business activities.
Executive Officers
------------------
Paul R. Sinsheimer, 54, has served as Chairman of the Board and Chief
Executive Officer of the Company since December 2000, as President of the
Company since September 1998, as an Executive Vice President of the Company
from its inception in 1989 to September 1998 and as a director of the
Company since its inception in 1989. From 1970 to 1989, Mr. Sinsheimer was
employed by Commercial Alliance Corporation, where he served in various
positions including Executive Vice President.
John V. Golio, 40, has served as an Executive Vice President of the
Company since October 2001, as a Senior Vice President of the Company from
1997 through October 2001 and as a Vice President of a subsidiary of the
Company and a Branch Manager since joining the Company in January 1996.
Before joining the Company, Mr. Golio was employed by Commercial Alliance
Corporation and its successors in various capacities, including branch
operations manager.
4
Daniel J. McDonough, 38, has served as an Executive Vice President of
the Company since October 2001 and as a Senior Vice President of the Company
from 1997 through October 2001. Mr. McDonough held several positions,
including Vice President of a subsidiary of the Company, Branch Manager and
Operations Manager since joining the Company in 1989. Before joining the
Company, Mr. McDonough was employed by Commercial Alliance Corporation and its
successor in various capacities, including regional credit manager.
Michael C. Palitz, 43, has served as an Executive Vice President of the
Company since July 1995 and as a director of the Company since July 1996. Mr.
Palitz served as a Senior Vice President of the Company from February 1992 to
July 1995 and served as a Vice President of the Company from its inception in
1989 to February 1992. Mr. Palitz has also served as Treasurer and Assistant
Secretary of the Company since its inception in 1989 and as Chief Financial
Officer from 1989 through September 2000. From 1985 to 1989, Mr. Palitz was
an Assistant Vice President of Bankers Trust Company and, from 1980 to 1983,
he was an Assistant Secretary of Chemical Bank.
William M. Gallagher, 52, has served as a Senior Vice President of the
Company since 1990 and as a Vice President of the Company from its inception
in 1989 to 1990. From 1973 to 1989, Mr. Gallagher was employed by Commercial
Alliance Corporation, where he held several positions including Vice President
and Houston Branch Manager.
Troy H. Geisser, 40, has served as a Senior Vice President and Secretary
of the Company since February 1996. From 1990 to 1996, Mr. Geisser held
several positions, including Vice President and Branch Manager. From 1986 to
1990, Mr. Geisser was employed by Commercial Alliance Corporation and its
successors, where he held several positions including Northern Division
Counsel.
Steven F. Groth, CFA, 49, has served as a Senior Vice President and
Chief Financial Officer since joining the Company in September 2000. Before
joining the Company, Mr. Groth was Senior Banker and Managing Director of
Specialty Finance and Transportation with Fleet Bank since 1997 and, from 1985
to 1996, he held several positions, including Division Head, with Fleet Bank
and its predecessor, NatWest Bank.
Thomas P. Kehrer, 49, has served as a Senior Vice President of the
Company since October 2001 and as the Director of Internal Audit since joining
the Company in July 2001. Before joining the Company, Mr. Kehrer was a Senior
Vice President of HSBC Bank USA and a member of its transition and integration
team for its acquisition of Republic National Bank of New York since 2000, and
from 1985 through 1999, Mr. Kehrer was employed by Republic National Bank of
New York where he held several positions, including Managing Director of
Internal Audit.
Jeanne McDonald, 49, has served as a Senior Vice President of the
Company since 1998, a Vice President of the Company from 1992 to 1998, an
Assistant Vice President of the Company from 1990 to 1992 and an Assistant
Treasurer of the Company from 1989 to 1990. From 1977 to 1989, Ms. McDonald
was employed by Commercial Alliance Corporation in various capacities,
including Assistant Treasurer.
David H. Hamm, CPA, 37, has served as a Vice President of the Company
since October 2001 and as Controller and an Assistant Treasurer since joining
the Company in 1996. From 1985 to 1996, Mr. Hamm was employed in the public
accounting profession, including eight years with Eisner & Lubin LLP (the
Company's former independent auditors) where he was the audit manager of the
Company's engagement from 1992 to 1996.
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 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.
5
Item 2. PROPERTIES
----------
The Company's executive offices are located at 733 Third Avenue, New
York, New York and consist of approximately 5,000 square feet of space. At
July 31, 2001, the Company had six full service operations centers (where
credit analysis and approval, collection and marketing functions are
performed) in Houston, Texas; Westmont (Chicago), Illinois; Teaneck (New York
metropolitan area), New Jersey; Charlotte, North Carolina; Atlanta, Georgia
and Irvine (Los Angeles), California consisting of approximately 2,000 to
8,500 square feet of space (except the Houston office, the Company's operating
headquarters, consists of approximately 15,000 square feet of space) and are
occupied pursuant to office leases terminating on various dates through 2007.
Management believes that the Company's existing facilities are suitable and
adequate for their present and proposed uses and that suitable and adequate
facilities should be available on reasonable terms for any additional offices
the Company may need to open.
Item 3. LEGAL PROCEEDINGS
-----------------
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Company is a party
or to which any of its property is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended July 31, 2001.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "FIF." The quarterly high and low closing sales prices per
share of the Common Stock as reported by the New York Stock Exchange follow:
Price Range
-------------------
High Low
------ ------
Fiscal year 2001
-------------------------------------
First Quarter ended October 31, 2000 $24.19 $18.50
Second Quarter ended January 31, 2001 $27.50 $21.38
Third Quarter ended April 30, 2001 $29.60 $23.60
Fourth Quarter ended July 31, 2001 $28.99 $22.49
Fiscal year 2000
-------------------------------------
First Quarter ended October 31, 1999 $23.69 $18.38
Second Quarter ended January 31, 2000 $22.94 $17.50
Third Quarter ended April 30, 2000 $19.38 $16.50
Fourth Quarter ended July 31, 2000 $21.69 $17.38
The Company has not paid or declared any cash dividends on its Common
Stock and the Company presently has no intention of paying cash dividends on
the Common Stock in the foreseeable future. The payment of cash dividends, if
any, will depend upon the Company's earnings, financial condition, capital
requirements, cash flow and long-range plans and such other factors as the
Board of Directors of the Company may deem relevant.
Number of Record Holders
------------------------
There were 79 holders of record of the Company's Common Stock at October
1, 2001. This number included several nominees that hold the Company's Common
Stock on behalf of numerous other persons and institutions; these other
persons and institutions are not included in the above number as their shares
are held in "Street Name."
6
Item 6. SELECTED FINANCIAL DATA
-----------------------
Refer to information under the heading "Financial Highlights" contained
in the Company's Annual Report to Stockholders for the fiscal year ended July
31, 2001, which information is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
-----------------------------------------------------------------
Refer to information under the heading "Management's Discussion and
Analysis of Operations and Financial Condition" contained in the Company's
Annual Report to Stockholders for the fiscal year ended July 31, 2001, which
information is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Refer to information under the heading "Management's Discussion and
Analysis of Operations and Financial Condition" contained in the Company's
Annual Report to Stockholders for the fiscal year ended July 31, 2001, which
information is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Refer to information under the headings "Report of Independent Public
Accountants," "Consolidated Balance Sheets," "Consolidated Statements of
Stockholders' Equity," "Consolidated Statements of Operations," "Consolidated
Statements of Cash Flows" and "Notes to Consolidated Financial Statements"
contained in the Company's Annual Report to Stockholders for the fiscal year
ended July 31, 2001, incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
---------------------------------------------------------------
On October 19, 2000, the Board of Directors, on the recommendation of
the Audit Committee, appointed the firm of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending July 31,
2001 and dismissed Eisner & Lubin LLP ("Eisner & Lubin"). Eisner & Lubin's
report on the financial statements of the Company for the fiscal years 1999
and 2000 did not contain any adverse opinion or disclaimer of opinion nor was
it in any way qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change accountants was recommended by management and
approved by the Audit Committee of the Board of Directors as well as the full
Board.
During fiscal years 1999 and 2000, and the interim period preceding the
dismissal, there have been no disagreements between the Company and Eisner &
Lubin on any matter of accounting principles or practices, financial statement
disclosure or audit scope or procedure. The Company has never been advised by
Eisner & Lubin that internal controls necessary for the Company to develop
reliable financial statements do not exist or that any information has come to
the attention of Eisner & Lubin which would have caused it not to be able to
rely on management's representations or that has made Eisner & Lubin unwilling
to be associated with the financial statements prepared by management. Eisner
& Lubin has not advised the Company of any need to significantly expand the
scope of its audit or that information has come to their attention that upon
further investigation may materially impact on the fairness or reliability of
a previously issued audit report or financial statements issued or to be
issued or which would cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements.
Eisner & Lubin has not advised the Company of any information which they
concluded materially impacts upon the fairness or reliability of either a
previously issued audit report, underlying financial statements or the
financial statements issued or to be issued since the last financial
statements covered by an audit report. Nor has Eisner & Lubin advised that
they would be prevented from rendering an unqualified audit report on any such
financial statements.
7
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by Item 10 is incorporated by reference from
the information in the Registrant's Definitive Proxy statement to be filed
pursuant to Regulation 14A for its Annual Meeting of Stockholders to be held
December 11, 2001, except as to biographical information on Executive Officers
that is contained in Item 1 of this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information required by Item 11 is incorporated by reference from
the information in the Registrant's Definitive Proxy statement to be filed
pursuant to Regulation 14A for its Annual Meeting of Stockholders to be held
December 11, 2001.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by Item 12 is incorporated by reference from
the information in the Registrant's Definitive Proxy statement to be filed
pursuant to Regulation 14A for its Annual Meeting of Stockholders to be held
December 11, 2001.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by Item 13 is incorporated by reference from
the information in the Registrant's Definitive Proxy statement to be filed
pursuant to Regulation 14A for its Annual Meeting of Stockholders to be held
December 11, 2001.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) 1. Financial Statements
--------------------
The following financial statements are filed herewith and
incorporated herein by reference from pages 15 through 26 of the
Registrant's Annual Report to Stockholders for the fiscal year
ended July 31, 2001, as provided in Item 8 hereof:
- Report of Independent Public Accountants.
- Consolidated Balance Sheets as at July 31, 2001 and 2000.
- Consolidated Statements of Stockholders' Equity for the
fiscal years ended July 31, 2001, 2000 and 1999.
- Consolidated Statements of Operations for the fiscal years
ended July 31, 2001, 2000 and 1999.
- Consolidated Statements of Cash Flows for the fiscal years
ended July 31, 2001, 2000 and 1999.
- Notes to Consolidated Financial Statements.
The report of the Company's predecessor accountants, Eisner &
Lubin LLP, set forth below, is hereby filed with and made a part
of this Annual Report on Form 10-K.
Independent Auditors' Report
To the Board of Directors and Shareholders
Financial Federal Corporation
8
We have audited the accompanying consolidated balance sheet of
Financial Federal Corporation and Subsidiaries as at July 31, 2000, and the
related consolidated statements of stockholders' equity, operations and cash
flows for each of the two years in the period ended July 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Financial Federal Corporation and Subsidiaries at July 31, 2000, and their
consolidated operating results and their cash flows for each of the two years
in the period ended July 31, 2000, in conformity with generally accepted
accounting principles.
/s/ Eisner & Lubin LLP
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
August 31, 2000
2. Exhibits
--------
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 (j) Certificate of Amendment of Articles of Incorporation dated December
9, 1998
3.5 (j) Restated By-laws of the Registrant as amended through December 30,
1998
3.6 (k) Restated By-laws of the Registrant as amended through March 7, 2000
4.1 (a) Form of Variable Rate Subordinated Debentures Due September 1, 2000
(a "Debenture") issued by Registrant
4.6 (e) Form of Note Agreement dated as of April 15, 1996 issued by
Financial Federal Credit Inc. ("Credit") to certain institutional
note holders
4.8 (g) Indenture dated January 14, 1998 for Credit's Rule 144A Medium Term
Note Program
4.9 (h) Indenture, dated as of April 15, 1998, between Registrant and First
National Bank of Chicago for Registrant's $100 million 4.5%
Convertible Subordinated Notes due 2005
4.10 (h) Registration Rights Agreement, dated as of April 24, 1998, between
Registrant and BancAmerica Robertson Stephens, Donaldson, Lufkin &
Jenrette Securities Corporation, Piper Jaffray Inc., CIBC
Oppenheimer Corporation, Friedman, Billings, Ramsey & Co., Inc.,
Schroder & Co. Inc., and Wheat, First Securities, Inc. for
Registrant's $100 million 4.5% Convertible Subordinated Notes due
2005
4.11 (h) Specimen 4.5% Convertible Subordinated Note Due 2005
4.12 (h) Specimen Common Stock Certificate
4.13 (l) Indenture dated September 20, 2000 for Financial Federal Credit
Inc.'s $200 million Rule 144A Medium Term Note program
4.14 (l) Form of Second Amendment of Warrant to purchase Common Stock issued
by the Registrant to stockholders in connection with its initial
capitalization
4.15 (l) Form of First Amendment of Warrant to purchase Common Stock issued
by the Registrant to certain of its officers
10.2 (a) Form of Warrant to purchase Common Stock, as amended, issued by the
Registrant to stockholders in connection with its initial
capitalization
10.3 (a) Form of Warrant to purchase Common Stock issued by the Registrant to
certain of its officers
9
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
10.14 (b) Deferred Compensation Agreement dated January 1, 1993 between Credit
and Bernard G. Palitz.
10.16 (c) Deferred Compensation Agreement dated January 1, 1994 between Credit
and Bernard G. Palitz.
10.17 (d) Deferred Compensation Agreement dated January 1, 1995 between Credit
and Bernard G. Palitz.
10.21 (f) Form of Commercial Paper Dealer Agreement of Credit
10.22 (f) Form of Deferred Compensation Agreement with certain officers as
filed under the Top Hat Plan with the Department of Labor
10.25 (i) 1998 Stock Option Plan of the Registrant
10.26 (k) Deferred Compensation Agreement dated March 7, 2000 between the
Registrant and Clarence Y. Palitz, Jr.
10.27 (l) 2001 Management Incentive Plan for the Chief Executive Officer of
the Registrant
10.28 (l) Form of Restricted Stock Agreement between the Registrant and its
Chief Executive Officer
10.29 (l) Form of Restricted Stock Agreement between the Registrant and
certain senior officers
12.1 Computation of Debt-To-Equity Ratio
13.1 2001 Annual Report to Stockholders (except for the pages and
information thereof expressly incorporated by reference in this Form
10-K, the Annual Report to Stockholders is provided solely for the
information of the Securities and Exchange Commission and is not
deemed "filed" as part of this Form 10-K)
16.1 (m) Letter of Eisner & Lubin LLP regarding change in Registrant's
certifying accountants
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Public Accountants from Arthur Andersen LLP
23.2 Consent of Certified Public Accountants from Eisner & Lubin LLP
---------
(a) Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-46662).
(b) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 1993.
(c) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 1994.
(d) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 1995.
(e) Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Registration Statement on Form S-2
(Registration No. 333-3320).
(f) Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Form 10-K for the fiscal year ended
July 31, 1996.
(g) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 1998.
(h) Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Registration Statement on Form S-3
(Registration No. 333-56651).
(i) Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Notice of Meeting and Proxy Statement
for the fiscal year ended July 31, 1998.
(j) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 1999.
(k) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 2000.
(l) Previously filed with the Securities and Exchange Commission as
an exhibit to one of the Company's Forms 10-Q for the fiscal year
ended July 31, 2001.
(m) Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Form 8-K/A filed on December 11, 2000.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated July 16, 2001 reporting,
under Item 5, the announcement of its completion of a $125.0 million
asset securitization financing.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Paul R. Sinsheimer
-----------------------------
Chairman of the Board
October 25, 2001
----------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Paul R. Sinsheimer October 25, 2001
--------------------------------------------------- ----------------
Chairman of the Board, Chief Executive Officer and Date
President
/s/ Lawrence B. Fisher October 25, 2001
--------------------------------------------------- ----------------
Director Date
/s/ William C. MacMillen, Jr. October 25, 2001
--------------------------------------------------- ----------------
Director Date
/s/ Bernard G. Palitz October 26, 2001
--------------------------------------------------- ----------------
Director Date
/s/ Thomas F. Robards October 25, 2001
--------------------------------------------------- ----------------
Director Date
/s/ H. E. Timanus, Jr. October 25, 2001
--------------------------------------------------- ----------------
Director Date
/s/ Michael C. Palitz October 25, 2001
--------------------------------------------------- ----------------
Executive Vice President, Treasurer, and Director Date
/s/ Steven F. Groth October 25, 2001
--------------------------------------------------- ----------------
Senior Vice President and Chief Financial Officer Date
(Principal Financial Officer)
/s/ David H. Hamm October 25, 2001
--------------------------------------------------- ----------------
Vice President and Controller (Principal Accounting Date
Officer)
11
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
3.1 Articles of Incorporation of the Registrant *
3.2 By-laws of the Registrant *
3.3 Form of Restated and Amended By-laws of the Registrant *
3.4 Certificate of Amendment of Articles of Incorporation
dated December 9, 1998 *
3.5 Restated By-laws of the Registrant as amended through
December 30, 1998 *
3.6 Restated By-laws of the Registrant as amended through
March 7, 2000 *
4.1 Form of Variable Rate Subordinated Debentures Due
September 1, 2000 (a "Debenture") issued by Registrant *
4.6 Form of Note Agreement, dated as of April 15, 1996,
issued by Financial Federal Credit Inc. ("Credit") to
certain institutional note holders *
4.8 Indenture dated January 14, 1998 for Credit's Rule 144A
Medium Term Note Program *
4.9 Indenture, dated as of April 15, 1998, between Registrant
and First National Bank of Chicago for Registrant's $100
million 4.5% Convertible Subordinated Notes due 2005 *
4.10 Registration Rights Agreement, dated as of April 24, 1998,
between Registrant and BancAmerica Robertson Stephens,
Donaldson, Lufkin & Jenrette Securities Corporation, Piper
Jaffray Inc., CIBC Oppenheimer Corporation, Friedman,
Billings, Ramsey & Co., Inc., Schroder & Co. Inc., and
Wheat, First Securities, Inc. for Registrant's $100
million 4.5% Convertible Subordinated Notes due 2005 *
4.11 Specimen 4.5% Convertible Subordinated Note Due 2005 *
4.12 Specimen Common Stock Certificate *
4.13 Indenture dated September 20, 2000 for Financial Federal
Credit Inc.'s $200 million Rule 144A Medium Term Note
program *
4.14 Form of Second Amendment of Warrant to purchase Common
Stock issued by the Registrant to stockholders in
connection with its initial capitalization *
4.15 Form of First Amendment of Warrant to purchase Common
Stock issued by the Registrant to certain of its officers *
10.2 Form of Warrant to purchase Common Stock, as amended,
issued by the Registrant to stockholders in connection
with its initial capitalization *
10.3 Form of Warrant to purchase Common Stock issued by the
Registrant to certain of its officers *
10.8 Form of Commercial Paper Note issued by the Registrant *
10.9 Form of Commercial Paper Note issued by Credit *
10.10 Stock Option Plan of the Registrant and forms of related
stock option agreements *
10.14 Deferred Compensation Agreement dated January 1, 1993
between Credit and Bernard G. Palitz. *
10.16 Deferred Compensation Agreement dated January 1, 1994
between Credit and Bernard G. Palitz. *
10.17 Deferred Compensation Agreement dated January 1, 1995
between Credit and Bernard G. Palitz. *
10.21 Commercial Paper Dealer Agreement, dated April 23, 1996,
between Credit and BA Securities, Inc. *
10.22 Form of Deferred Compensation Agreement with certain
officers as filed under the Top Hat Plan with the
Department of Labor *
10.25 1998 Stock Option Plan of the Registrant *
10.26 Deferred Compensation Agreement dated March 7, 2000 between
the Registrant and Clarence Y. Palitz, Jr. *
10.27 2001 Management Incentive Plan for the Chief Executive
Officer of the Registrant *
10.28 Form of Restricted Stock Agreement between the Registrant
and its Chief Executive Officer *
10.29 Form of Restricted Stock Agreement between the Registrant
and certain senior officers *
12.1 Computation of Debt-To-Equity Ratio 13
13.1 2001 Annual Report to Stockholders (except for the pages
and information thereof expressly incorporated by
reference in this Form 10-K, the Annual Report to
Stockholders is provided solely for the information of
the Securities and Exchange Commission and is not deemed
"filed" as part of this Form 10-K)
16.1 Letter of Eisner & Lubin LLP regarding change in
Registrant's certifying accountants *
21.1 Subsidiaries of the Registrant 14
23.1 Consent of Independent Public Accountants from Arthur
Andersen LLP 15
23.2 Consent of Certified Public Accountants from Eisner &
Lubin LLP 16
____________
*Previously filed with the Securities and Exchange Commission as an exhibit.
12