=============================================================================
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 January 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, 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 March 3, 2003, 18,591,004 shares of Registrant's common stock, $.50 par
value, were outstanding.
=============================================================================
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended January 31, 2003
TABLE OF CONTENTS
Part I - Financial Information Page No.
- -------------------------------------------------------------------- --------
Item 1 Financial Statements
Consolidated Balance Sheets at January 31, 2003 (unaudited)
and July 31, 2002 (audited) 3
Consolidated Statements of Stockholders' Equity for the six
months ended January 31, 2003 and 2002 (unaudited) 4
Consolidated Income Statements for the three and six months
ended January 31, 2003 and 2002 (unaudited) 5
Consolidated Statements of Cash Flows for the six months
ended January 31, 2003 and 2002 (unaudited) 6
Notes to Consolidated Financial Statements 7-10
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-17
Item 4 Controls and Procedures 17
Part II - Other Information
- --------------------------------------------------------------------
Item 4 Submission of Matters to a Vote of Security Holders 18
Item 6 Exhibits and Reports on Form 8-K 18-19
Signatures 20
Certifications 21-22
Exhibit 99.1 Section 906 Certification 23
2
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and number of shares)
January 31, July 31,
2003 * 2002
========================================================================================================
ASSETS
Finance receivables $1,414,623 $1,436,469
Allowance for possible losses (23,742) (24,171)
- --------------------------------------------------------------------------------------------------------
Finance receivables - net 1,390,881 1,412,298
Cash 7,697 7,092
Other assets 37,562 28,456
- --------------------------------------------------------------------------------------------------------
TOTAL ASSETS $1,436,140 $1,447,846
========================================================================================================
LIABILITIES
Senior debt:
Long-term $697,303 $577,841
Short-term 376,108 452,555
Subordinated debt -- 93,478
Accrued interest, taxes and other liabilities 59,908 75,403
- --------------------------------------------------------------------------------------------------------
Total liabilities 1,133,319 1,199,277
- --------------------------------------------------------------------------------------------------------
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): 18,602,004
at January 31, 2003 and 17,372,184 at July 31, 2002 9,301 8,686
Additional paid-in capital 104,639 67,595
Retained earnings 188,881 172,288
- --------------------------------------------------------------------------------------------------------
Total stockholders' equity 302,821 248,569
- --------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,436,140 $1,447,846
========================================================================================================
* 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
----------------------------------
Number Additional
of Paid-in Retained
Six months ended January 31, 2002 Shares Par Value Capital Earnings
========================================================================================================
Balance at July 31, 2001 16,540 $8,270 $62,921 $135,220
Shares issued under employee stock plans 160 80 1,182 --
Compensation recognized under
employee stock plans -- -- 279 --
Tax benefit from stock options -- -- 112 --
Net earnings -- -- -- 18,054
- --------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 31, 2002 16,700 $8,350 $64,494 $153,274
========================================================================================================
Common Stock - $.50 Par Value
----------------------------------
Number Additional
of Paid-in Retained
Six months ended January 31, 2003 Shares Par Value Capital Earnings
========================================================================================================
Balance at July 31, 2002 17,372 $8,686 $67,595 $172,288
Conversion of subordinated debt 1,159 580 34,437 --
Shares issued under employee stock plans 71 35 923 --
Compensation recognized under
employee stock plans -- -- 1,373 --
Tax benefit from stock options -- -- 311 --
Net earnings -- -- -- 16,593
- --------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 31, 2003 18,602 $9,301 $104,639 $188,881
========================================================================================================
* 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 Six months ended
January 31, January 31,
-------------------------------------------------
2003 2002 2003 2002
========================================================================================================
Finance income $33,278 $34,589 $68,249 $69,222
Interest expense 11,352 12,477 23,730 26,633
- --------------------------------------------------------------------------------------------------------
Net finance income before provision for possible
losses on finance receivables 21,926 22,112 44,519 42,589
Provision for possible losses on finance receivables 2,300 1,600 3,850 2,625
- --------------------------------------------------------------------------------------------------------
Net finance income 19,626 20,512 40,669 39,964
Salaries and other expenses 5,926 5,302 11,482 10,195
Loss on redemption of convertible debt -- -- 1,737 --
- --------------------------------------------------------------------------------------------------------
Earnings before income taxes 13,700 15,210 27,450 29,769
Provision for income taxes 5,380 5,988 10,857 11,715
- --------------------------------------------------------------------------------------------------------
NET EARNINGS $8,320 $9,222 $16,593 $18,054
========================================================================================================
EARNINGS PER COMMON SHARE:
Diluted $0.46 $0.50 $0.90 $0.98
========================================================================================================
Basic $0.46 $0.56 $0.93 $1.09
========================================================================================================
* 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)
Six months ended January 31, 2003 2002
========================================================================================================
Cash flows from operating activities:
Net earnings $16,593 $18,054
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for possible losses on finance receivables 3,850 2,625
Depreciation and amortization 8,645 6,313
Loss on redemption of convertible debt 1,737 --
(Increase) decrease in other assets (1,053) 95
Increase (decrease) in accrued interest, taxes and other liabilities (15,038) 1,770
- --------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 14,734 28,857
- --------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Finance receivables - originated (338,702) (396,776)
Finance receivables - collected 339,887 326,348
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 1,185 (70,428)
- --------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Commercial paper - maturities 90 days or less, net increase (decrease) (63,916) 3,713
Commercial paper - maturities greater than 90 days:
Proceeds 49,360 17,799
Repayments (52,959) (38,526)
Bank borrowings, net increase 10,530 3,740
Proceeds from senior term notes issued 100,000 5,000
Proceeds from asset securitization financings 100,000 100,000
Repayments of senior term notes (100,000) (55,000)
Redemptions of subordinated debt (59,598) --
Proceeds from exercise of stock options 958 1,262
Other 311 452
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (15,314) 38,440
- --------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 605 (3,131)
Cash - beginning of period 7,092 10,251
- --------------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $7,697 $7,120
========================================================================================================
Supplemental disclosures of cash flow information:
Interest paid $26,173 $28,570
========================================================================================================
Income taxes paid $12,802 $11,711
========================================================================================================
* Unaudited
The notes to consolidated financial statements are made a part hereof.
6
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts and number of shares)
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
January 31, 2003 and the results of operations and cash flows of the Company
for the three and six month periods ended January 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,
2002. The consolidated results of operations for the three and six month
periods ended January 31, 2003 and 2002 are not necessarily indicative of the
results for the respective full years.
Effective August 1, 2002, the Company classified assets received to
satisfy finance receivables (repossessed equipment) as other assets. Prior
to August 1, 2002, the Company classified these assets as finance
receivables. Assets received to satisfy finance receivables are initially
written-down to their current estimated net liquidation value by a charge to
the allowance for possible losses and any subsequent write-downs and
recoveries are reflected in operating income. Certain prior year amounts
were reclassified to reflect this change. Also effective August 1, 2002, the
Company accelerated the non-accrual classification of finance receivables.
Finance receivables with a contractual payment 90 days or more past due are
classified as non-accrual; the prior threshold was 120 days. This change did
not have a significant impact on the Company's operations and increased non-
accrual finance receivables by $8,435 at January 31, 2003. Management made
these changes to conform to industry practice.
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,
manufacturing and waste disposal industries. The Company lends against,
finances and leases a wide range of revenue-producing/essential-use equipment
such as cranes, earth movers, machine tools, personnel lifts, trailers and
trucks.
Stock-Based Compensation
The Company adopted the disclosure-only provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," and therefore applies Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations to account for its stock options. Under APB 25, no
compensation expense is recorded for stock options granted with an exercise
price at least equal to the stock's market price on the grant date. Since
the exercise price of all of the Company's stock options equaled the stock's
market price on the grant date, no compensation expense has been recorded.
If the expense recognition provisions of SFAS No. 123 were applied,
compensation expense would have been recorded based on the fair value of the
options computed with an option-pricing model. The effect on net earnings
and earnings per share had the Company recorded compensation expense for
stock options under SFAS No. 123 follows:
=====================================================================
Three months ended Six months ended
January 31, January 31,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Net earnings, as reported $8,320 $9,222 $16,593 $18,054
SFAS No. 123 stock option
expense (net of tax) 370 552 797 1,074
---------------------------------------------------------------------
Pro forma net earnings $7,950 $8,670 $15,796 $16,980
=====================================================================
Diluted earnings per common share:
As reported $0.46 $0.50 $0.90 $0.98
Pro forma 0.44 0.47 0.86 0.93
=====================================================================
Basic earnings per common share:
As reported $0.46 $0.56 $0.93 $1.09
Pro forma 0.44 0.52 0.88 1.02
=====================================================================
7
New Accounting Standards
On August l, 2002, the Company adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," required debt extinguishment gains and losses to be
classified as an extraordinary item. Due to the rescission of SFAS No. 4,
the $1,737 loss the Company incurred on its August 2002 convertible debt
redemption (see Note 3) was reported as a separate item in operating income
instead of an extraordinary item net of income taxes.
In December 2002, the Financial Accounting Standards Board issued SFAS
No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure." SFAS No. 148 provides alternative methods of transition for a
voluntary change to expense stock-based employee compensation and requires
prominent disclosures in annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The required disclosures appear in the
above Stock-Based Compensation section. The Company does not currently plan
to make a voluntary change to record expense for stock options.
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:
=====================================================================
January 31, July 31,
2003 2002
=====================================================================
Loans:
Fixed rate $1,044,010 $1,009,275
Floating rate 87,531 100,558
---------------------------------------------------------------------
Total loans 1,131,541 1,109,833
Direct financing leases 283,082 326,636
---------------------------------------------------------------------
Finance receivables $1,414,623 $1,436,469
=====================================================================
Direct financing leases include residual values of $48,961 at January
31, 2003 and $57,432 at July 31, 2002.
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:
=====================================================================
January 31, July 31,
2003 2002
=====================================================================
Finance receivables classified as
non-accrual $46,718 $29,374
Assets received to satisfy finance
receivables 33,094 23,788
---------------------------------------------------------------------
Non-performing assets $79,812 $53,162
=====================================================================
The activity of the allowance for possible losses follows:
=====================================================================
Three months ended Six months ended
January 31, January 31,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Beginning balance $24,227 $22,235 $24,171 $21,938
Provision 2,300 1,600 3,850 2,625
Write-downs (2,953) (1,447) (5,143) (3,067)
Recoveries 168 635 864 1,527
---------------------------------------------------------------------
Ending balance $23,742 $23,023 $23,742 $23,023
=====================================================================
Percentage of finance receivables 1.68% 1.69% 1.68% 1.69%
=====================================================================
Net credit losses * $2,785 $812 $4,279 $1,540
=====================================================================
Loss ratio ** 0.78% 0.24% 0.60% 0.23%
=====================================================================
* write-downs less recoveries
** net credit losses over average finance receivables, annualized
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. At January 31,
2003 and July 31, 2002, the unused portion of these commitments was $5,522
and $5,636, respectively.
NOTE 3 - DEBT
Debt comprised the following:
=====================================================================
January 31, July 31,
2003 2002
=====================================================================
Senior debt:
Fixed rate term notes due 2003-2008 $ 387,500 $ 423,750
Floating rate term notes due 2003-2008 122,500 86,250
---------------------------------------------------------------------
Total term notes 510,000 510,000
Asset securitization financings 325,000 225,000
Commercial paper 159,651 227,166
Bank borrowings 78,760 68,230
---------------------------------------------------------------------
Total senior debt 1,073,411 1,030,396
---------------------------------------------------------------------
Subordinated debt
4.5% convertible subordinated notes -- 91,188
8.0% subordinated debentures -- 2,290
---------------------------------------------------------------------
Total subordinated debt -- 93,478
---------------------------------------------------------------------
Total debt $1,073,411 $1,123,874
=====================================================================
Senior Term Notes
In August 2002, the Company received the remaining $100,000 of its July
2002 $200,000 private placement of fixed and floating rate unsecured senior
notes. The placement includes $112,500 of fixed rate notes and $87,500 of
floating rate notes. The notes are due at maturity as follows: $55,500 in
three years, $76,000 in four years and $68,500 in five years. The floating
rate notes cannot be prepaid during the first twelve to eighteen months
depending on the term and thereafter can be prepaid at their principal amount.
Interest on fixed rate notes is generally payable semi-annually.
Interest rates on floating rate notes are indexed to LIBOR and generally
change every thirty to ninety days. Prepayments of fixed rate notes are
subject to a premium based on yield maintenance formulas.
Asset Securitization Financings
In August 2002, the Company completed a third transaction under its
asset securitization facility obtaining an additional $100,000. The Company
structured the terms of the facility so that securitization proceeds would be
recorded as secured borrowings on its consolidated balance sheet and not as
sales of receivables. Therefore, no gains on sales of securitized
receivables would be recorded. The secured borrowings are without recourse
to the Company. The terms of the facility provide for committed revolving
financing for a one year term that, if not renewed prior to the current
expiration date of March 31, 2003 (as extended), can be converted into term
debt at the Company's option. Finance receivables include $393,880 and
$265,301 of securitized receivables at January 31, 2003 and July 31, 2002,
respectively.
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
$560,000 at January 31, 2003. Therefore, the Company could securitize
approximately $166,120 more finance receivables at January 31, 2003. The
amount that the Company can borrow under the securitization facility is
limited to 94% of securitized receivables.
Bank Borrowings
At January 31, 2003, the Company had $430,000 of committed unsecured
revolving credit facilities with various banks expiring as follows: $245,000
within one year and $185,000 on various dates from February 2004 through
April 2006. Borrowings under these facilities generally mature between one
and ninety days and bear interest based on domestic money market rates or
LIBOR.
9
Subordinated Debt
In July 2002, the Company called its 4.5% convertible subordinated notes
due May 2005 for redemption. The redemption was completed in August 2002;
$56,223 of the notes were redeemed for cash and $34,965 of the notes were
converted into 1,159,000 shares of the Company's common stock at the stated
conversion price of $30.15625 per share. The Company paid a $1,085
prepayment premium equal to 1.93% of the notes redeemed for cash. The
premium, combined with the expensing of unamortized deferred debt issuance
costs (which were being amortized over the term of the notes), resulted in a
$1,737 pre-tax charge.
In October 2002, the Company also redeemed its 8.0% subordinated
debentures due in March 2003 for cash at face value.
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 effectively limited to $139,200 at January 31,
2003.
Long-term senior debt comprised the following:
=====================================================================
January 31, July 31,
2003 2002
=====================================================================
Term notes $375,000 $277,000
Bank borrowings and commercial paper
supported by bank credit facilities
expiring after January 31, 2003 and
July 31, 2002, respectively 185,000 185,000
Asset securitization financings 137,303 115,841
---------------------------------------------------------------------
Total long-term senior debt $697,303 $577,841
=====================================================================
NOTE 4 - EARNINGS PER COMMON SHARE
Earnings per common share was calculated as follows (in thousands, except
per share amounts):
=====================================================================
Three months ended Six months ended
January 31, January 31,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Net earnings (used for basic
earnings per share) $8,320 $9,222 $16,593 $18,054
Effect of convertible securities -- 725 115 1,458
---------------------------------------------------------------------
Adjusted net earnings (used
for diluted earnings per
share) $8,320 $9,947 $16,708 $19,512
=====================================================================
Weighted average common shares
outstanding (used for basic
earnings per share) 17,990 16,601 17,875 16,579
Effect of dilutive securities:
Stock options 229 413 355 385
Restricted stock 27 -- 51 --
Convertible notes -- 3,024 247 3,024
---------------------------------------------------------------------
Adjusted weighted average
common shares and
assumed conversions
(used for diluted
earnings per share) 18,246 20,038 18,529 19,988
=====================================================================
Net earnings per common share:
Diluted $0.46 $0.50 $0.90 $0.98
=====================================================================
Basic $0.46 $0.56 $0.93 $1.09
=====================================================================
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, 2002 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 possible losses on finance
receivables, impairments of 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 possible losses on finance receivables is estimated by
management based on total finance receivables, historical and expected credit
losses, the level of delinquencies 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 (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 level of the allowance
may be necessary based on unexpected changes in these factors.
Impaired finance receivables are written-down to the current estimated
fair value of the underlying collateral. Assets received to satisfy
receivables are written-down to their current estimated fair value less
selling costs. Management estimates these amounts based on the prevailing
market value and condition of the collateral. Adverse changes in the
collateral's market value and condition 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 which
would cause the Company to record a write-down.
RESULTS OF OPERATIONS
Comparison of three months ended January 31, 2003 to three months ended
January 31, 2002
- ------------------------------------------------------------------------------
Net earnings decreased by 10% to $8.3 million in the second quarter of
fiscal 2003 from $9.2 million in the second quarter of fiscal 2002. The
decrease was due to (i) the effects of continued low market interest rates,
(ii) the provision for higher credit losses, increased legal and other costs
and lower finance income resulting from higher non-performing assets and (iii)
to a lesser extent, salary increases. These factors were partially offset by
higher average finance receivables and the reduction of interest expense
resulting from the conversion of $35.0 million of debt into equity.
Finance income decreased by 4% to $33.3 million in the second quarter of
fiscal 2003 from $34.6 million in the second quarter of fiscal 2002. The
decrease resulted from (i) the lower net yield of finance receivables from
continued low market interest rates and (ii) to a lesser extent, the increase
in non-accrual finance receivables. These factors were partially offset by
the 7% ($89 million) increase in average finance receivables outstanding to
$1.435 billion in the second quarter of fiscal 2003 from $1.346 billion in
the second quarter of fiscal 2002.
Interest expense, incurred on borrowings used to fund finance
receivables, decreased by 9% to $11.4 million in the second quarter of fiscal
2003 from $12.5 million in the second quarter of fiscal 2002. The decrease
resulted from the August 2002 conversion/redemption of debt and lower average
market interest rates, which were partially offset by the increase in fixed
rate term debt and the 2% ($24 million) increase in average debt outstanding.
Net finance income before provision for possible losses on finance
receivables decreased by 1% to $21.9 million in the second quarter of fiscal
2003 from $22.1 million in the second quarter of fiscal 2002. Net finance
11
income before provision for possible losses expressed as a percentage of
average finance receivables outstanding ("net interest margin") decreased to
6.1% in the second quarter of fiscal 2003 from 6.4% in the second quarter of
fiscal 2002. The decrease resulted from the increase in non-accrual finance
receivables and the effects of continued low market interest rates, which
were partially offset by the effect of the decrease in the Company's leverage
to 3.5 at January 31, 2003 from 4.7 at January 31, 2002.
The provision for possible losses on finance receivables increased by
44% to $2.3 million in the second quarter of fiscal 2003 from $1.6 million in
the second quarter of fiscal 2002 primarily due to higher net credit losses
(write-downs of receivables less subsequent recoveries). The provision for
possible losses is determined by the amount required to increase the
allowance for possible losses to a level considered appropriate by
management. Management estimated the allowance based on various factors as
described in the Receivable Portfolio and Asset Quality section herein.
Salaries and other expenses increased by 12% to $5.9 million in the
second quarter of fiscal 2003 from $5.3 million in the second quarter of
fiscal 2002. The increase resulted from increased legal and other costs
associated with non-performing assets and from salary increases.
Diluted earnings per share decreased by 8% to $0.46 per share in the
second quarter of fiscal 2003 from $0.50 per share in the second quarter of
fiscal 2002, and basic earnings per share decreased by 18% to $0.46 per share
in the second quarter of fiscal 2003 from $0.56 per share in the second
quarter of fiscal 2002. 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 outstanding 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 from the
August 2002 conversion of $35.0 million of debt.
Comparison of six months ended January 31, 2003 to six months ended January
31, 2002
- -------------------------------------------------------------------------------
Net earnings decreased by 8% to $16.6 million in the first half of
fiscal 2003 from $18.1 million in the first half of fiscal 2002. Excluding
the $1.7 million loss on the redemption of the Company's convertible debt in
the first half of fiscal 2003 ($1.1 million net of income taxes), net
earnings decreased by 2% to $17.7 million in the first half of fiscal 2003
from the first half of fiscal 2002. The decrease was due to (i) the provision
for higher credit losses, increased legal and other costs and lower finance
income resulting from higher non-performing assets, (ii) the effects of
continued low market interest rates and (iii) salary increases. These factors
were partially offset by higher average finance receivables and the reduction
of interest expense resulting from the conversion of $35.0 million of debt
into equity.
Finance income decreased by 1% to $68.2 million in the first half of
fiscal 2003 from $69.2 million in the first half of fiscal 2002. The
decrease resulted from (i) the lower net yield of finance receivables
resulting from continued low market interest rates and (ii) the increase in
non-accrual finance receivables. These factors were partially offset by the
8% ($105 million) increase in average finance receivables outstanding to
$1.437 billion in the first half of fiscal 2003 from $1.332 billion in the
first half of fiscal 2002.
Interest expense decreased by 11% to $23.7 million in the first half of
fiscal 2003 from $26.6 million in the first half of fiscal 2002. The
decrease resulted from the August 2002 conversion/redemption of debt and
lower average market interest rates, which were partially offset by the
increase in fixed rate term debt and the 4% ($43 million) increase in average
debt outstanding.
Net finance income before provision for possible losses on finance
receivables increased by 5% to $44.5 million in the first half of fiscal 2003
from $42.6 million in the first half of fiscal 2002 primarily due to the
increase in average finance receivables. Net interest margin decreased to
6.1% in the first half of fiscal 2003 from 6.3% in the first half of fiscal
2002. The decrease resulted from the increase in non-accrual finance
receivables and the effects of continued low market interest rates, which
were partially offset by the effect of the decrease in the Company's
leverage.
The provision for possible losses on finance receivables increased by
47% to $3.9 million in the first half of fiscal 2003 from $2.6 million in the
first half of fiscal 2002 primarily due to higher net credit losses.
Salaries and other expenses increased by 13% to $11.5 million in the
first half of fiscal 2003 from $10.2 million in the first half of fiscal
2002. The increase resulted from increased legal and other costs associated
with non-performing assets and from salary increases.
12
Diluted earnings per share decreased by 8% to $0.90 per share in the
first half of fiscal 2003 from $0.98 per share in the first half of fiscal
2002, and basic earnings per share decreased by 15% to $0.93 per share in the
first half of fiscal 2003 from $1.09 per share in the first half of fiscal
2002. 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 from the August 2002 conversion of $35.0
million of debt. Diluted and basic earnings per share for the first half of
fiscal 2003, excluding the loss on redemption of convertible debt, were $0.96
and $0.99, respectively.
RECEIVABLE PORTFOLIO AND ASSET QUALITY
Finance receivables outstanding decreased by 2% ($22.0 million) to
$1.415 billion at January 31, 2003 from $1.436 billion at July 31, 2002.
Finance receivables comprise installment sale agreements and secured loans
(collectively referred to as "loans") and investments in direct financing
leases. At January 31, 2003, loans totaled $1.132 billion, or 80% of finance
receivables, and leases totaled $283.1 million, or 20% of finance
receivables. Finance receivables originated in the second quarter of fiscal
2003 and 2002 were $155 million and $215 million, respectively, and finance
receivables originated in the first half of fiscal 2003 and 2002 were $339
million and $397 million, respectively.
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
also does not finance/lease items such as aircraft and railcars, computer
related equipment, fixtures and telecommunications equipment. The Company's
finance receivables are concentrated in the following four industries:
construction related - 36%, road transportation - 31%, waste services - 14%
and manufacturing - 13%.
The Company has an allowance for possible losses on finance receivables
on its balance sheet. The purpose of the allowance is to account for any
losses that have been incurred at the balance sheet date. Losses are
recorded when management has reason to expect that all amounts contractually
due on impaired finance receivables will not be collected from the
combination of the obligor/lessee, any guarantor and the sale of any
collateral repossessed by the Company.
The allowance for possible losses decreased to $23.7 million at January
31, 2003 from $24.2 million at July 31, 2002. The decrease resulted from the
decrease in finance receivables. The allowance level was 1.68% of finance
receivables at January 31, 2003 and at July 31, 2002. Management
periodically reviews the allowance to determine that its level is
appropriate.
Net credit losses increased to $2.8 million in the second quarter of
fiscal 2003 from $812,000 in the second quarter of fiscal 2002. Net credit
losses, expressed as a percentage of average finance receivables outstanding
("loss ratio"), increased to 0.78% in the second quarter of fiscal 2003 from
0.24% in the second quarter of fiscal 2002. Net credit losses increased to
$4.3 million in the first half of fiscal 2003 from $1.5 million in the first
half of fiscal 2002. The loss ratio increased to 0.60% in the first half of
fiscal 2003 from 0.23% in the first half of fiscal 2002. Net credit losses
have been increasing primarily due to the increased amount of non-performing
assets, declining equipment values and a weak resale market.
Effective August 1, 2002, the Company accelerated the non-accrual
classification of finance receivables. Finance receivables with a
contractual payment 90 days or more past due are classified as non-accrual;
the prior threshold was 120 days. This change did not have a significant
impact on the Company's operations. In addition, the Company has
reclassified assets received to satisfy finance receivables (repossessed
equipment) from finance receivables to other assets. The Company made these
changes to conform to industry practice. The amounts of non-accrual finance
receivables and repossessed equipment for the previous five fiscal quarters
are presented below (in millions):
=============================================================================
1/31/2003 10/31/2002 7/31/2002 4/30/2002 1/31/2002
=============================================================================
Non-accrual finance
receivables $46.7* $36.7 $29.4 $27.7 $27.0
Repossessed equipment 33.1 23.4 23.8 21.8 19.3
-----------------------------------------------------------------------------
Total non-performing
assets $79.8 $60.1 $53.2 $49.5 $46.3
=============================================================================
Percentage of total
finance receivables 5.6% 4.2% 3.7% 3.5% 3.4%
=============================================================================
* includes $8.4 million (0.6% of total finance receivables) arising from
the acceleration of the non-accrual classification of finance
receivables from 120 to 90 days
13
Repossessed equipment includes assets received in January 2003 to satisfy
the receivables of one of the Company's largest customers. This accounted for
most of the increase in repossessed equipment in the second quarter of fiscal
2003.
Delinquent finance receivables (transactions with a contractual payment
60 or more days past due) were $32.5 million (2.3% of total finance
receivables) at January 31, 2003 compared to $32.4 million (2.3% of total
finance receivables) at July 31, 2002 and $41.8 million (3.1% of total
finance receivables) at January 31, 2002. Approximately half of the
Company's non-accruing finance receivables at January 31, 2003 were not
delinquent.
The continued deterioration of the Company's asset quality statistics in
the second quarter of fiscal 2003 reflect the current weak economic and
industry conditions as well as the uncertainty caused by the possibility of
war. These factors have increased the possibility that customers will pay
late, stop paying, declare or be forced into bankruptcy or liquidate their
businesses and also caused equipment values to decline. A continuation of
these conditions could result in higher net credit losses and non-performing
assets. Increases in net credit losses would have a negative effect on
earnings through additional increases in the provision for possible losses
and increases in non-performing assets would have a negative effect on
earnings by reducing finance income. Although non-performing assets and net
credit losses have increased and are expected to continue to increase, their
current and expected levels are within current and historical industry
experience.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations and growth are dependent 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,
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 finance receivables 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 Company's senior term notes are rated "BBB" by Fitch, Inc. ("Fitch")
and the Company's commercial paper is rated "F-2" by Fitch. The Company's
access to capital markets at competitive rates is partly dependent on these
credit ratings. Fitch last reported that its ratings outlook for the Company
is stable. 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 effectively limited to $139.2 million at
January 31, 2003.
Total debt decreased by 4% ($48.9 million) to $1.073 billion at January
31, 2003 from $1.124 billion at July 31, 2002 and stockholders' equity
increased by 22% ($54.2 million) to $302.8 million at January 31, 2003 from
$248.6 million at July 31, 2002. As a result, leverage (debt to equity
ratio) decreased to 3.5 at January 31, 2003 from 4.5 at July 31, 2002. The
decrease in debt and the increase in equity were primarily due to the
conversion of $35.0 of debt into equity in August 2002 and net earnings of
$16.6 million in the first half of fiscal 2003.
Debt comprised the following (in millions):
=====================================================================
January 31, 2003 July 31, 2002
Amount Percent Amount Percent
=====================================================================
Senior term notes $ 510.0 48% $ 510.0 46%
Asset securitization
financings 325.0 30 225.0 20
Commercial paper 159.6 15 227.2 20
Borrowings under bank
credit facilities 78.8 7 68.2 6
Subordinated debt -- -- 93.5 8
---------------------------------------------------------------------
Total debt $1,073.4 100% $1,123.9 100%
=====================================================================
14
Senior Term Notes
In August 2002, the Company received the remaining $100.0 million of its
July 2002 $200.0 million private placement of fixed and floating rate
unsecured senior notes and used the proceeds to repay borrowings under bank
credit facilities and commercial paper.
In the first half of fiscal 2003, the Company repaid $90.0 million of
unsecured senior term notes at maturity with proceeds from borrowings under
bank credit facilities. The Company also prepaid a 6.4% $10.0 million
unsecured senior term note at face value with proceeds from borrowings under
bank credit facilities.
At January 31, 2003, the $510.0 million of senior term notes comprised
$440.0 million of private placements and medium term notes with insurance
companies and $70.0 million of bank term loans.
Bank Credit Facilities
At January 31, 2003, the Company had $430.0 million of committed
unsecured revolving credit facilities from thirteen banks (a $5.0 million
increase from July 31, 2002). This includes $225.0 million of facilities
with original terms ranging from two to five years and $205.0 million of
facilities with an original term of one year. At January 31, 2003, $60.0
million and $18.8 million were outstanding under the multi-year and one-year
facilities, respectively, maturing between three and ninety days.
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.
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 there under exceeds commercial paper outstanding.
Asset Securitization Financings
In August 2002, the Company obtained $100.0 million from a third
transaction under its asset securitization facility established in July 2001.
The Company used the proceeds to repay borrowings under bank credit
facilities and commercial paper. The Company structured the terms of the
facility so that any securitization proceeds would be classified as debt and
not as sales of receivables for financial reporting purposes. Therefore, the
Company has not recorded any gains on sales of securitized receivables. At
January 31, 2003, the Company had $325.0 million of asset securitization
financings accounted for as secured borrowings included in senior debt on its
January 31, 2003 Consolidated Balance Sheet.
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 31, 2003 (as extended). 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 monthly in 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 $393.9 million of securitized receivables at January 31,
2003, the term debt would be fully repaid by February 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
$560.0 million at January 31, 2003. Therefore, the Company could securitize
approximately $166.1 million more finance receivables at January 31, 2003.
The amount that the Company can borrow under the securitization facility is
limited to 94% of securitized receivables.
Convertible Notes
In July 2002, the Company called its 4.5% convertible subordinated notes
due in May 2005 for redemption. The redemption was completed in August 2002;
$56.2 million of the notes were redeemed for cash and $35.0 million of the
notes were converted into 1.16 million shares of the Company's common stock
at the stated conversion price of $30.15625 per share. The Company called
15
the notes because they were an expensive form of financing considering their
dilution and their cost relative to current market interest rates. The
Company also had the resources to do so from the aforementioned recent debt
issuances. The Company paid a $1.1 million prepayment premium equal to 1.93%
of the notes redeemed for cash.
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, when market
interest rates rise, the Company's borrowing costs would increase faster than
the yield on its finance receivables. Conversely, when 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 other economic 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
quarter and first half of fiscal 2003 and 2002 follow:
=====================================================================
Three months ended Six months ended
January 31, January 31,
--------------------------------------
2003 2002 2003 2002
=====================================================================
Net yield of finance
receivables 9.2% 10.1% 9.4% 10.2%
Weighted average cost of
borrowed funds 4.2 4.7 4.3 5.1
---------------------------------------------------------------------
Net interest spread 5.0% 5.4% 5.1% 5.1%
=====================================================================
During the second quarter of fiscal 2003, the effect of continued low
market interest rates on the yield of finance receivables exceeded the
decrease in the Company's cost of funds. This is expected to continue since
the net yield of finance receivables will decline (as new finance receivables
are booked at rates that are lower than the rates on finance receivables
collected) more than the Company's cost of funds.
The Company monitors and manages its exposure to market interest rate
fluctuations through risk management procedures that may 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. The Company did not
have any derivatives at January 31, 2003, although the Company may enter into
interest rate swaps and locks and other derivative financial instruments in
the future.
At January 31, 2003, $1.324 billion, or 94%, of finance receivables were
fixed rate and $90.2 million, or 6%, of finance receivables were indexed to
the prime rate. Finance receivables provide for monthly payments for periods
of two to five years. The Company experiences some prepayments on its
finance receivables that accelerate scheduled maturities. At January 31,
2003, $462.0 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.
Fixed rate term debt of $387.5 million and stockholders' equity of
$302.8 million totaled $690.3 million at January 31, 2003. 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.
Management periodically calculates the effect on net earnings of a
hypothetical, immediate 100 basis point (1.0%) increase in market interest
rates. At January 31, 2003, such a hypothetical adverse change in rates
would reduce quarterly net earnings by approximately $600,000. Actual future
changes in market interest rates may differ materially and their effect on
16
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
On August 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," required debt
extinguishment gains and losses to be classified as an extraordinary item.
Due to the rescission of SFAS No. 4, the $1.7 million loss the Company
incurred on its August 2002 convertible debt redemption was reported as a
separate item included in operating income instead of an extraordinary item
net of income taxes.
In December 2002, the Financial Accounting Standards Board issued SFAS
No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure." SFAS No. 148 provides alternative methods of transition for a
voluntary change to expense stock-based employee compensation and requires
prominent disclosures in annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The required disclosures appear in Note
1, Summary of Significant Accounting Policies, of the Notes to Consolidated
Financial Statements included in this 10-Q. The Company does not currently
plan to make a voluntary change to record expense for stock options.
FORWARD-LOOKING STATEMENTS
Certain statements in this document may include the words or phrases
"can be," "expects," "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-14(c) and 15d-14(c) of the Securities Exchange Act
of 1934) within 90 days of the date of 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 significant changes in the
Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
17
PART II
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
At the Company's Annual Meeting of Stockholders held on December 10,
2002, the following matters were voted upon:
The following nominees were elected to the Board of Directors:
=====================================================
Number of Votes
Nominee For Withheld
=====================================================
Lawrence B. Fisher 15,880,785 598,867
William C. MacMillen, Jr. 16,193,287 286,365
Michael C. Palitz 13,590,103 2,889,549
Thomas F. Robards 16,295,911 183,741
Paul R. Sinsheimer 12,669,280 3,810,372
H. E. Timanus, Jr. 16,430,796 48,856
Stephen D. Weinroth 16,304,495 175,157
The appointment of KPMG LLP as the independent public accountants to
audit the Company's financial statements for the fiscal year ending July 31,
2003 was ratified by a vote of 16,424,778 shares for, 34,970 shares against
and 19,904 shares abstained.
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 Financial Federal
Credit Inc.'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 Financial Federal
Credit Inc.
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 Financial
Federal Credit Inc.
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
of the Registrant
10.28 (h) Form of Restricted Stock Agreement dated February 27, 2001
between the Registrant and its Chief Executive Officer
10.29 (h) Form of Restricted Stock Agreement dated February 27, 2001
between the Registrant and certain of its senior officers
18
10.30 (i) Form of Restricted Stock Agreement dated March 1, 2002 between
the Registrant and its Chief Executive Officer
10.31 (i) Form of Restricted Stock Agreement dated March 1, 2002 between
the Registrant and certain of its senior officers
10.32 (j) Supplemental Retirement Benefit dated June 4, 2002 between the
Registrant and its Chief Executive Officer
10.33 * Agreement to defer vested restricted stock dated February 26,
2003 between the Registrant and its Chief Executive Officer
10.34 * Agreement to defer vested restricted stock dated February 26,
2003 between the Registrant and its Chief Executive Officer
99.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, dated
March 12, 2003 23
____________
* filed herewith
(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 the Company's Form 10-K for the fiscal year ended July
31, 1996.
(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, 1998.
(d) 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).
(e) Previously filed with the Securities and Exchange Commission as an
exhibit to the Company's Registration Statement on Form S-8
(Registration No. 333-50962).
(f) 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.
(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, 2000.
(h) 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.
(i) 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, 2002.
(j) 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, 2002.
(b) Reports on Form 8-K:
The Company filed on a report on Form 8-K dated February 5, 2003
reporting, under Item 5, the announcement of Michael C. Palitz
resigning as Executive Vice President and Treasurer.
19
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)
March 12, 2003
- --------------
(Date)
20
CERTIFICATIONS
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Paul R. Sinsheimer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Financial Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: March 12, 2003
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/s/ Paul R. Sinsheimer
-------------------------------------
Paul R. Sinsheimer
Chief Executive Officer and President
21
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Steven F. Groth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Financial Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: March 12, 2003
--------------
/s/ Steven F. Groth
--------------------------------
Steven F. Groth
Chief Financial Officer and
Senior Vice President
22