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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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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, 2004
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
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Common Stock, $.50 par value New York Stock Exchange
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. |X|
Indicate by check mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the Securities Exchange Act of 1934. Yes |X| No | |
The aggregate market value of the Common Stock of the Registrant held by
non-affiliates of the Registrant on October 1, 2004 was $602,341,379.84. 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 ($37.48 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 16,071,008 shares. The number of shares of Registrant's Common Stock
outstanding as of October 1, 2004 was 17,319,978 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its Annual
Meeting of Stockholders, to be held December 14, 2004, which will be filed
pursuant to Regulation 14A within 120 days of the close of Registrant's 2004
fiscal year, are incorporated by reference in Part III of this Annual Report
on Form 10-K. Except as expressly incorporated by reference, the
Registrant's Proxy Statement shall not be deemed to be part of this report.
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FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
Annual Report on Form 10-K
for the year ended July 31, 2004
TABLE OF CONTENTS
Part I Page No.
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Item 1. Business 3-6
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
Part II
Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-18
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 18
Item 8. Financial Statements and Supplementary Data 19-34
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 35
Item 9A. Controls and Procedures 35
Part III
Item 10. Directors and Executive Officers of the Registrant 35
Item 11. Executive Compensation 35
Item 12. Security Ownership of Certain Beneficial Owners and Management 35-36
Item 13. Certain Relationships and Related Transactions 36
Item 14. Principal Accountant Fees and Services 36
Part IV
Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K 36-37
Signatures 38
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PART I
Item 1. BUSINESS
Financial Federal Corporation was incorporated under the laws of Nevada
in 1989. We are an independent nationwide financial services company with
$1.5 billion of assets at July 31, 2004. We finance industrial and
commercial equipment through installment sales and leasing programs for
dealers, manufacturers and end users of such equipment. We also make capital
loans to equipment users, secured by the same types of equipment and other
collateral. We provide our services nationwide to middle-market businesses,
generally with annual revenues of up to $25 million, in the general
construction, road and infrastructure construction and repair, road
transportation, waste disposal and manufacturing industries. We focus on
financing a wide range of new and used revenue-producing/essential-use
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. The equipment we finance 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 our finance receivables are secured
by a first lien on such equipment collateral.
Available Information
Our website is http://www.financialfederal.com. We make the following
filings available in the Investor Relations section of our website after
they are electronically filed with or furnished to the Securities and
Exchange Commission: Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, Definitive Proxy Statement and any
amendments to those reports. Also available on our website are our
Corporate Governance Guidelines, Code of Business Conduct and Ethics, and
the charters for our Audit Committee, Executive Compensation and Stock
Option Committee, and Corporate Governance and Nominating Committee. These
filings and charters are also available in print from us free of charge to
any stockholder who makes a request to Financial Federal Corporation, 733
Third Avenue, New York, NY 10017, Attn: Corporate Secretary. The Registrant
also intends to satisfy any disclosure obligations under Item 10 of Form 8-K
regarding any amendment or waiver relating to its Code of Business Conduct
and Ethics by posting such information on its website.
Marketing
We market our finance and leasing services through marketing personnel
based in more than twenty domestic locations, including five full service
operations centers. We originate finance receivables through our
relationships with equipment dealers and, to a lesser extent, manufacturers
(collectively referred to as "vendors"). We also market our services
directly to equipment users for the acquisition or use of equipment and for
capital loans. We do not use brokers to generate business. Our marketing
personnel are full-time employees who are salaried rather than commission-
based and the majority participate in our stock plans.
Our marketing activities are relationship and service oriented. We
focus on providing prompt, responsive and customized service to our customers
and business prospects. Our marketing and managerial personnel have, on
average, approximately twenty years of experience in the industries they
serve. We believe that the experience, knowledge and relationships of our
executives and marketing personnel, related to our customer and prospect
base, equipment values, resale markets and local economic and industry
conditions, enable us to compete on the basis of prompt, responsive and
customized service. Our customer services include making prompt credit
decisions, arranging financing structures meeting customers' needs and our
underwriting criteria, providing direct contact between customers and our
executives with decision-making authority, and providing prompt and
knowledgeable responses to customers' inquiries and temporary issues
encountered in the ordinary course of their business.
We obtain business in several ways. Vendors refer their customers
(equipment users) to us, or such customers approach us directly to finance
equipment purchases or to refinance existing debt. We also purchase
installment sale contracts, leases and personal property security agreements
from vendors who extend credit to purchasers of their equipment and we make
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, we lease
equipment to end users, generally under noncancelable full-payout leases.
We have relationships with more than 100 vendors that are generally mid-
sized, since larger vendors typically generate concentrations of business
greater than we presently service. We are not obligated to purchase any
finance receivables from vendors nor are vendors obligated to sell any
finance receivables to us. Our vendor relationships are nonexclusive and we
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are not dependent on any single vendor. We independently approve the credit
of prospective obligors for all vendor-generated business and we use our own
documentation.
In order to expand our customer base and broaden our marketing coverage
geographically, we have purchased portfolios of finance receivables from
financial institutions, vendors and others generally in the range of $5.0
million to $15.0 million. These portfolios included finance receivables
secured by a broader range of equipment than we typically finance directly.
Originating, Structuring and Underwriting of Finance Receivables
We originate finance receivables in amounts generally ranging from
$50,000 to $1.0 million with fixed or floating interest rates and terms of
two to five years. Our finance receivables provide for monthly payments and
may include prepayment premium provisions. The average transaction size of
our finance receivables was $183,000 in fiscal 2004, $209,000 in fiscal 2003
and $188,000 in fiscal 2002.
Our underwriting policies and procedures are designed to maximize yields
and minimize delinquencies and charge-offs. Unlike many of our competitors,
we do not use credit scoring models but instead rely upon the experience of
our credit officers and management to assess creditworthiness and collateral.
Each credit submission, regardless of size, requires the approval of at least
two credit officers.
We structure transactions to meet the needs of our customers.
Transactions include 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,
security deposits, delayed funding and full or partial recourse to the vendor
and/or the principals/affiliates of the obligor.
A vendor seeking to finance a sale of equipment through us or an
equipment user seeking to obtain financing directly from us 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. Our
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. We 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, we either purchase an
installment sale contract or lease from the vendor or enter into a finance or
lease transaction directly with the equipment user. We fund the transaction
upon receiving all required documentation in form and substance satisfactory
to us and our legal department. Under our documentation, the obligor/lessee
is responsible for all applicable sales, use and property taxes.
We may obtain full or partial recourse on finance receivables assigned
to us by vendors obligating them to pay us in the event of an obligor's
default or a breach of warranty. We may also withhold an agreed upon amount
from a vendor or obligor or obtain cash collateral as security.
The procedures used to purchase a portfolio of finance receivables
include reviewing and analyzing the terms of the finance receivables, the
credit of the related obligors, the documentation, the value of the related
pledged collateral, the payment history of the obligors and the implicit
yield to be earned.
Collection and Servicing
Customer remittances of finance receivables are directed to bank
lockboxes. 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 legal department.
Senior management reviews all past due accounts at least monthly. Decisions
regarding collateral repossession and the sale or other disposition of
repossessed collateral are made by senior management and the legal
department.
Competition
Our business is highly competitive. We compete with banks, manufacturer-
owned and other finance and leasing companies, and other financial
institutions including GE Capital Corp., CitiCapital, CIT and Wells Fargo.
Some of our competitors may be better positioned to market their services and
financing programs due to their ability to offer additional services and
products and more favorable rates and terms. Many of these competitors are
larger, have longer operating histories, possess greater financial and other
resources and may have lower costs of funds, enabling them to provide
financing at rates lower than we may be willing to provide. We compete by
emphasizing a high level of equipment and financial expertise, customer
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service, flexibility in structuring financing transactions, management
involvement in customer relationships and by attracting and retaining the
services of experienced managerial, marketing and administrative personnel.
Our present strategy for attracting and retaining such personnel is to offer
a competitive salary, an equity interest through participation in our stock
plans and enhanced career opportunities.
Employees
At July 31, 2004, we employed 216 people. All employees and officers
are salaried. We offer group health and life insurance benefits, a qualified
401(k) plan and Section 125 cafeteria plans. We do not match employee
contributions to the 401(k) plan. There are no collective bargaining,
employment, pension or incentive compensation arrangements other than the
following; deferred compensation agreements, stock option agreements,
restricted stock agreements and the Chief Executive Officer's 2001 Management
Incentive Plan and 2002 Supplemental Retirement Benefit. These agreements
contain, without limitation, non-disclosure and non-solicitation provisions.
We consider our relations with employees to be satisfactory.
Regulation
Our commercial financing, lending and leasing activities are generally
not subject to regulation, although 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 that we may charge. 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, 57, 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 several positions
including Executive Vice President.
John V. Golio, 43, 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 the Company's major
operating subsidiary and 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 several capacities, including
branch operations manager.
James H. Mayes, Jr., 35, has served as an Executive Vice President of
the Company since March 2004 and as a Vice President of the Company's major
operating subsidiary and Branch Manager since 1999. Since joining the
Company in 1992, Mr. Mayes held several positions including Regional Sales
Manager through 1998.
William M. Gallagher, 55, has served as a Senior Vice President of the
Company since 1990, as Chief Credit Officer since 2002 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 Branch Manager.
Troy H. Geisser, 43, has served as a Senior Vice President and Secretary
of the Company since February 1996 and as General Counsel from 1996 to 2000.
From 1990 to 1996, Mr. Geisser held several positions, including Vice
President of the Company's major operating subsidiary 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, 52, 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.
Angelo G. Garubo, 44, has served as a Vice President and General Counsel
of the Company since joining the Company in April 2000. From 1990 to 2000,
Mr. Garubo was a partner in the law firm Danzig, Garubo & Kaye where he
represented the Company in various matters.
David H. Hamm, CPA, 39, has served as a Vice President of the Company
since October 2001, as Treasurer since March 2004 and as Controller since
joining the Company in July 1996. From 1985 to 1996, Mr. Hamm was employed
in the public accounting profession, including eight years as an audit
manager.
5
Item 2. PROPERTIES
Our executive offices are located at 733 Third Avenue, New York, New
York and consist of approximately 6,500 square feet. At July 31, 2004, we
had five full service operations centers (where credit analysis and approval,
collection and marketing functions are performed) in Houston, Texas; Lisle
(Chicago), Illinois; Teaneck (New York metropolitan area), New Jersey;
Charlotte, North Carolina and Irvine (Los Angeles), California, consisting of
approximately 4,000 to 16,000 square feet. We lease all of our office space.
The leases terminate on various dates through fiscal 2011. We believe that
our facilities are suitable and adequate for their present and proposed uses,
and that suitable and adequate facilities should be available on reasonable
terms for our future needs.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which we are a party or to
which any of our property is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2004.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock trades 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:
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Price Range
====================
High Low
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Fiscal Year 2004
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First Quarter ended October 31, 2003 $34.15 $29.70
Second Quarter ended January 31, 2004 $35.00 $29.22
Third Quarter ended April 30, 2004 $34.91 $31.30
Fourth Quarter ended July 31, 2004 $35.29 $29.60
Fiscal Year 2003
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First Quarter ended October 31, 2002 $34.70 $27.90
Second Quarter ended January 31, 2003 $29.42 $24.21
Third Quarter ended April 30, 2003 $25.96 $17.95
Fourth Quarter ended July 31, 2003 $30.30 $22.40
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We have not paid or declared any cash dividends on our common stock. We
may consider paying cash dividends on our common stock. Payment of cash
dividends, if any, will depend upon our earnings, financial condition, capital
requirements, cash flow, income tax laws and long-range plans and other factors
deemed relevant by our Board of Directors.
We did not make any unregistered sales and we did not make any repurchases
of our common stock during the fourth quarter of fiscal 2004.
Number of Record Holders
There were 76 holders of record of our Common Stock at October 1, 2004.
This amount includes nominees that hold our Common Stock on behalf of
approximately 3,500 other persons and institutions in "Street Name."
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Item 6. SELECTED FINANCIAL DATA
The selected five-year financial data presented below should be read in
conjunction with the information contained in Item 7, Management's Discussion
and Analysis of Financial Condition and Results of Operations, and our
Consolidated Financial Statements and the Notes thereto contained in Item 8,
Financial Statements and Supplementary Data.
Years Ended July 31, 2004 2003 2002 2001 2000
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Finance Receivables, Net $1,436,828 $1,391,735 $1,412,298 $1,289,865 $1,118,087
Total Assets 1,463,918 1,426,082 1,447,846 1,313,663 1,127,785
Total Debt 1,093,700 1,042,276 1,030,396 931,598 791,348
Stockholders' Equity 303,890 316,396 248,569 206,411 172,423
Finance Income 118,305 130,247 138,777 138,278 111,513
Interest Expense 33,900 43,534 51,007 64,397 52,205
Net Interest Margin 84,405 86,713 87,770 73,881 59,308
Net Earnings 31,190 30,088 37,068 31,616 26,722
Earnings per Common Share, Diluted 1.72 1.65 1.99 1.75 1.52
Earnings per Common Share, Basic 1.75 1.67 2.23 1.99 1.79
==================================================================================================================
In thousands, except per share amounts
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Financial Federal Corporation is an independent financial services
company operating through three wholly-owned subsidiaries. We do not have
any unconsolidated subsidiaries, partnerships or joint ventures. We also do
not have any off-balance sheet assets or liabilities and we are not involved
in any income tax shelters. We have one fully consolidated special purpose
entity that we established for our asset securitization facility.
We are engaged in one line of business; lending money in the form of
secured loans and leases (collectively referred to as finance receivables) to
small and medium sized businesses for their equipment financing needs. Our
revenue is generated solely by interest and other fees/charges earned on our
finance receivables. We need to borrow most of the money we lend; therefore
liquidity is of paramount importance to us. Typically, we borrow from banks
and insurance companies and issue commercial paper directly and indirectly to
money market funds and other investors. At July 31, 2004, approximately 80%
of our finance receivables are funded with debt and 20% with equity.
We earn interest income on our finance receivables and incur interest
expense on our debt. We focus on maximizing the spread between the rates we
earn on our receivables and the rates we incur on our debt while maintaining
the credit quality of our receivables and managing our interest rate risk.
Interest rates earned on our finance receivables are currently 95% fixed and
5% floating and interest rates incurred on our debt are currently 33% fixed
and 67% floating. Therefore, our profitability can be affected significantly
by changes in market interest rates. Our profitability can also be affected
significantly by the credit quality of our finance receivables. Credit
quality can affect revenue, provisions for credit losses and operating
expenses through reclassifying receivables to/from non-accrual status,
incurring charge-offs and incurring costs associated with handling
non-performing assets. We employ various strategies to manage our interest
rate risk and credit risk.
Our main areas of focus are asset quality, liquidity and interest rate
risk. Each is discussed in detail in separate sections of this discussion.
These areas are integral to our long-term profitability. Our key performance
measures are net charge-offs, non-performing assets, delinquencies,
receivables growth, leverage, available liquidity, net interest margin and
net interest spread.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires us 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 describes the significant
accounting policies and methods used in the preparation of the Consolidated
Financial Statements. Estimates are used for, but not limited to, the accounting
for the allowance for credit losses on finance receivables, impaired finance
7
receivables, assets received to satisfy receivables and residual values on
direct financing leases. The following critical accounting policies are impacted
significantly by judgments, assumptions and estimates used in the preparation of
the Consolidated Financial Statements.
The allowance for credit losses on finance receivables is an estimate of
losses inherent in our finance receivables at the balance sheet date. The
allowance is difficult to determine and requires a significant degree of
judgment. The allowance is based on total finance receivables, charge-off
experience, non-accrual/delinquent finance receivables and our current
assessment of the risks inherent in our finance receivables from national and
regional economic conditions, industry conditions, concentrations, the financial
condition of counterparties (includes the obligor/lessee and other parties we
may have recourse to such as equipment vendors/manufacturers and
owners/affiliates of the obligor/lessee), equipment collateral values and other
factors. The allowance level may have to be changed significantly due to
unexpected changes in these factors. Increases in the allowance would reduce
net earnings through higher provisions for credit losses. The allowance was
$24.1 million (1.65% of finance receivables) at July 31, 2004 which included
$0.7 million specifically allocated to impaired receivables.
The allowance includes amounts specifically allocated to impaired
receivables and an unallocated general amount to provide for losses inherent in
the remainder of the receivables portfolio. Upon evaluating the net realizable
value of impaired receivables, we may record a write-down or establish a
specific allowance based on the probability of loss. Write-downs are recorded
based on the fair value of the underlying collateral. Specific allowances are
established when the collection of all amounts due is not fully supported
solely by the value of the underlying primary equipment collateral depending on
the level and type of other items supporting collectibility. The general
allowance is supported by an analysis of historical losses (charge-offs)
covering a two-year period (in line with the average maturity of our
receivables) from which percentage loss ranges are developed and applied to
receivables based on their assigned risk profile. Risk profiles are assigned
to receivables based on industry and past due status. The computed range of
losses is adjusted for expected recoveries and differences between current and
historical loss trends and other factors. The analysis is performed quarterly
and is reviewed by senior management. At July 31, 2004, the computed range of
losses was adjusted upward to account for the potential effects that the
significant rise in oil prices could have on our customers' cash flows and
ability to remit payments to us. Although our methodology is designed to
compute probable losses, due to the significance of the estimates used the
computed range of losses, as adjusted, may differ significantly from actual
losses.
Impaired finance receivables are recorded at their current estimated net
realizable value (if less than their carrying amount). Assets received to
satisfy receivables are recorded at their current estimated fair value less
selling costs (if less than their carrying amount). These estimated values
are based on our evaluation of the expected cash flows and market
value/condition of the collateral/assets. Values are estimated by analyzing
recent sales of similar equipment, used equipment publications, market
knowledge and equipment vendor inquiries. Unexpected adverse changes in or
incorrect conclusions regarding expected cash flows, market value/condition
of collateral/assets or length of time needed to sell the equipment would
require a write-down to be recorded. This would reduce net earnings.
Impaired finance receivables and assets received to satisfy receivables
totaled $32.4 million (2.2% of finance receivables) at July 31, 2004.
Residual values are recorded on 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) our
projection of the equipment's fair value at the end of the lease. Residual
values may not be fully realized due to subsequent unexpected adverse changes
in equipment values. This would result in a write-down and reduce net
earnings. Residual values were $42.2 million (2.9% of finance receivables)
at July 31, 2004. Historically, we have realized the recorded residual value
upon disposition.
SIGNIFICANT EVENTS
Credit Ratings
In July 2004, Fitch Ratings, Inc. ("Fitch", a Nationally Recognized
Statistical Ratings Organization) raised its rating on our senior term debt
to 'BBB+' from 'BBB' and revised its Rating Outlook to Stable from Positive.
Fitch also affirmed its 'F2' rating on the commercial paper issued by our
major operating subsidiary. The higher rating should broaden our ability to
obtain term financing and may lower the cost of such financing. Asset
quality, liquidity, funding source diversification, leverage, size, business
model, growth prospects, conservatism and experience are among the factors
considered in determining credit ratings.
Issuance of Senior Convertible Debentures
In April 2004, we issued $175.0 million of senior convertible debentures
and used the proceeds (net of $4.4 million of issuance costs) to repay a $65.0
million 7.05% term note that matured, to repurchase $50.0 million of common
8
stock and to increase liquidity by repaying $55.6 million of securitization and
bank borrowings. The debentures also further diversified our funding sources and
lengthened debt maturities. The debentures are currently rated 'BBB+' by Fitch
with a stable outlook and do not contain any financial or other restrictive
covenants. The senior debt of our subsidiaries is effectively senior to the
debentures.
The debentures have a 2.0% fixed annual interest rate and interest is
payable semi-annually. Commencing in April 2009, we may incur additional
interest for a semi-annual interest period if the average market value of the
debentures on the last five days of the prior interest period was at least 20%
higher than their principal amount. Additional interest would be computed at the
annual rate of 0.25% of the average market value of the debentures during the
aforementioned five days.
The debentures are convertible into 4.0 million shares of our common
stock at the conversion price of $44.10 per share resulting in an initial
conversion rate of 22.6778 shares per $1,000 of principal. The conversion
price was set at 32.5% over the April 5, 2004 closing price of $33.28. The
conversion rate would be adjusted if a specified corporate transaction occurs
including dividend payments or stock splits. The debentures can be converted
into common stock only under the following circumstances; (i) in any fiscal
quarter if the closing price of our common stock was at least 30% higher than
the conversion price for at least 20 of the last 30 trading days of the prior
fiscal quarter (the "market price condition"), (ii) the debentures are rated
'BB' or lower by Fitch (three ratings levels lower than the initial rating),
(iii) we call the debentures for redemption or (iv) a specified corporate
transaction occurs. Currently, the market price condition would be met if
the price of our common stock closed above $57.33 for the required period.
Our common stock closed at $32.16 on July 30, 2004.
We can redeem the debentures for their principal amount anytime starting
in April 2009 and debenture holders can require us to repurchase debentures
at their principal amount on each five year anniversary of issuance or when a
specified corporate transaction occurs. The debentures have a 30 year term.
Upon conversion, we can deliver the value of convertible shares in any
combination of cash and/or common stock. We may elect to irrevocably fix the
payment of the principal amount of converted debentures in cash and any
additional value in stock.
Repurchase of Common Stock
In April 2004, we repurchased 1.5 million shares of our common stock
with $50.0 million of the convertible debentures proceeds. We paid $33.28
(the April 5, 2004 closing price) per share. The shares repurchased
represented 8% of shares outstanding. We repurchased the shares to offset
the potential dilution of the 4.0 million shares issuable from the
convertible debentures. Leverage increased to 3.7 from 3.0 on the date of
the repurchase. The repurchase is accretive to basic and diluted earnings
per share. At July 31, 2004, the 1.5 million shares were held in treasury.
RESULTS OF OPERATIONS
Comparison of Fiscal 2004 to Fiscal 2003
===============================================================================================
($ in millions, except per
share amounts) Fiscal 2004 Fiscal 2003 $ Change % Change
===============================================================================================
Finance income $ 118.3 $ 130.2 $ (11.9) (9)%
Interest expense 33.9 43.5 (9.6) (22)
Net finance income before provision
for credit losses 84.4 86.7 (2.3) (3)
Provision for credit losses 9.8 12.0 (2.2) (18)
Salaries and other expenses 23.5 23.4 0.1 --
Loss on redemption of debt -- 1.7 (1.7) --
Provision for income taxes 19.9 19.5 0.4 2
Net earnings 31.2 30.1 1.1 4
Diluted earnings per share 1.72 1.65 0.07 4
Basic earnings per share 1.75 1.67 0.08 5
===============================================================================================
Net earnings increased by 4% to $31.2 million in fiscal 2004 from $30.1
million in fiscal 2003. Excluding a non-recurring $1.7 million convertible
debt redemption loss in fiscal 2003 ($1.1 million after-tax), net earnings
were the same in fiscal 2004 and 2003. The positive effects of fewer non-
performing assets, the decrease in average debt exceeding the decrease in
average finance receivables and, to a lesser extent, lower salary expense
were offset by the effects of continued low market interest rates and, to a
lesser extent, increased costs of being a public company (includes insurance,
internal and external audit costs, legal fees and Sarbanes-Oxley compliance
costs).
9
Finance income decreased by 9% to $118.3 million in fiscal 2004 from
$130.2 million in fiscal 2003. The decrease resulted from the lower net
yield of finance receivables. Continued low market interest rates have
reduced the average net yield on finance receivables to 8.3% in fiscal 2004
from 9.1% in fiscal 2003. Average finance receivables decreased by less than
1% ($3.0 million) to $1.422 billion from $1.425 billion.
Interest expense, incurred on borrowing used to fund finance
receivables, decreased by 22% to $33.9 million in fiscal 2004 from $43.5
million in fiscal 2003. The decrease resulted from the lower weighted
average cost of funds and, to a lesser extent, the 3% ($27.0 million)
decrease in average debt. Lower market interest rates, $143.3 million of
fixed rate term notes swapped to significantly lower floating rates and, to a
lesser extent, the maturity of high fixed rate term notes reduced the
weighted average cost of funds to 3.3% in fiscal 2004 from 4.1% in fiscal
2003.
Net finance income before provision for credit losses on finance
receivables decreased by 3% to $84.4 million in fiscal 2004 from $86.7
million in fiscal 2003. Net interest margin (net finance income before
provision for credit losses expressed as a percentage of average finance
receivables outstanding) decreased to 5.9% in fiscal 2004 from 6.1% in fiscal
2003. The decrease resulted from the effects of continued low market
interest rates.
The provision for credit losses on finance receivables decreased to $9.8
million in fiscal 2004 from $12.0 million in fiscal 2003 due to the decrease
in net charge-offs. The provision for credit losses is the amount required to
change the allowance for credit losses to the appropriate estimated level. Net
charge-offs (write-downs of finance receivables less recoveries) decreased to
$9.5 million in fiscal 2004 from $12.4 million in fiscal 2003. The loss ratio
(net charge-offs expressed as an annual percentage of average finance
receivables) decreased to 0.67% in fiscal 2004 from 0.87% in fiscal 2003. Net
charge-offs decreased due to fewer non-accrual receivables and improved
equipment resale values.
Salaries and other expenses increased by less than 1% to $23.5 million
in fiscal 2004 from $23.4 million in fiscal 2003. The increase resulted from
higher costs of being a public company offset by cost savings from the
reduction in non-performing assets and, to a lesser extent, decreased salary
expense due to the effect of work force reductions exceeding salary
increases. The expense ratio (salaries and other expenses expressed as a
percentage of average finance receivables outstanding) was 1.6% in fiscal
2004 and 2003.
The provision for income taxes increased to $19.9 million in fiscal 2004
from $19.5 million in fiscal 2003 resulting from the increase in earnings
before income taxes. Our effective tax rate was 39.0% in fiscal 2004 and
39.4% in fiscal 2003.
Diluted earnings per share increased by 4% to $1.72 per share in fiscal
2004 from $1.65 per share in fiscal 2003, and basic earnings per share
increased by 5% to $1.75 per share in fiscal 2004 from $1.67 per share in
fiscal 2003. Diluted and basic earnings per share for fiscal 2003 excluding
the after-tax loss on redemption of convertible debt were $1.71 and $1.74,
respectively.
The amounts of net earnings and diluted and basic earnings per share
excluding the fiscal 2003 $1.1 million after-tax convertible debt redemption
loss are non-GAAP financial measures. We believe these amounts are useful to
investors in comparing our fiscal 2004 and fiscal 2003 operating results.
This non-recurring loss resulted from our redemption of 4.5% convertible
subordinated notes. The notes were redeemed to eliminate their dilutive
effect.
Comparison of Fiscal 2003 to Fiscal 2002
==================================================================================================
($ in millions, except per
share amounts) Fiscal 2003 Fiscal 2002 $ Change % Change
==================================================================================================
Finance income $ 130.2 $ 138.8 $ (8.6) (6)%
Interest expense 43.5 51.0 (7.5) (15)
Net finance income before provision
for credit losses 86.7 87.8 (1.1) (1)
Provision for credit losses 12.0 5.6 6.4 113
Salaries and other expenses 23.4 21.0 2.4 11
Loss on redemption of debt 1.7 -- 1.7 --
Provision for income taxes 19.5 24.1 (4.6) (19)
Net earnings 30.1 37.1 (7.0) (19)
Diluted earnings per share 1.65 1.99 (0.34) (17)
Basic earnings per share 1.67 2.23 (0.56) (25)
==================================================================================================
10
Net earnings decreased by 19% to $30.1 million in fiscal 2003 from $37.1
million in fiscal 2002. Excluding the $1.7 million loss on the redemption of
convertible debt in fiscal 2003 ($1.1 million after-tax), net earnings decreased
by 16% to $31.2 million in fiscal 2003. The decrease was due to (i) a higher
provision for losses on finance receivables, increased costs and reduced finance
income resulting from a higher level of non-performing assets, (ii) the effects
of continued low market interest rates and, to a lesser extent, (iii) increased
costs of being a public company. These factors were partially offset by (i) the
increase in average finance receivables outstanding, (ii) reduced interest
expense from the conversion of $35.0 million of debt into equity and, to a
lesser extent, (iii) lower salary expense.
Finance income decreased by 6% to $130.2 million in fiscal 2003 from
$138.8 million in fiscal 2002. The decrease resulted from the lower net
yield of finance receivables from continued low market interest rates and, to
a lesser extent, increased non-accrual finance receivables. These factors
were partially offset by the 4% ($57.0 million) increase in average finance
receivables outstanding to $1.425 billion in fiscal 2003 from $1.368 billion
in fiscal 2002.
Interest expense decreased by 15% to $43.5 million in fiscal 2003 from
$51.0 million in fiscal 2002. The decrease resulted from lower average
market interest rates and the August 2002 debt conversion/redemption. These
factors were partially offset by the 3% ($32.0 million) increase in average
debt outstanding (excluding the conversion of $35.0 million of debt into
equity).
Net finance income before provision for credit losses on finance
receivables decreased by 1% to $86.7 million in fiscal 2003 from $87.8
million in fiscal 2002. Net interest margin decreased to 6.1% in fiscal 2003
from 6.3% in fiscal 2002. The decrease resulted from the effects of
continued low market interest rates and the increase in non-accrual finance
receivables. These factors were partially offset by the effect of the
decrease in leverage.
The provision for credit losses on finance receivables increased to
$12.0 million in fiscal 2003 from $5.6 million in fiscal 2002 due to
increased net charge-offs. The increase in net charge-offs resulted from
higher amounts of non-performing assets, declining equipment values, a weak
resale market and general economic conditions. The loss ratio increased to
0.87% in fiscal 2003 from 0.24% in fiscal 2002.
Salaries and other expenses increased by 11% to $23.4 million in fiscal
2003 from $21.0 million in fiscal 2002. The increase resulted from increased
costs associated with higher amounts of non-performing assets and, to a
lesser extent, increased costs of being a public company. These factors were
partially offset by decreased salary expense due to the effect of work force
reductions exceeding salary increases. The expense ratio increased to 1.6%
in fiscal 2003 from 1.5% in fiscal 2002. The increase resulted from the
increase in expenses, partially offset by the increase in average finance
receivables outstanding.
The provision for income taxes decreased to $19.5 million in fiscal 2003
from $24.1 million in fiscal 2002 resulting from the decrease in earnings
before income taxes. Our effective tax rate was 39.4% in fiscal 2003 and
2002.
Diluted earnings per share decreased by 17% to $1.65 per share in fiscal
2003 from $1.99 per share in fiscal 2002, and basic earnings per share
decreased by 25% to $1.67 per share in fiscal 2003 from $2.23 per share in
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. Diluted and basic earnings per share
for fiscal 2003, excluding the after-tax loss on redemption of convertible
debt, were $1.71 and $1.74, respectively.
11
RECEIVABLE PORTFOLIO AND ASSET QUALITY
This section discusses trends and characteristics of our finance
receivables and our approach to managing credit risk. A key part of this
section is asset quality. Asset quality statistics measure our underwriting
standards, skills and policies/procedures and can indicate the direction and
levels of future charge-offs.
===============================================================================================
($ in millions) Fiscal 2004 Fiscal 2003 $ Change % Change
===============================================================================================
Finance receivables $ 1,460.9 $ 1,415.5 $ 45.4 3%
Allowance for credit losses 24.1 23.8 0.3 1
Net charge-offs 9.5 12.4 (2.9) (23)
Non-performing assets 32.4 62.6 (30.2) (48)
Delinquent finance receivables 15.0 22.2 (7.2) (32)
As a percentage of receivables:
-------------------------------
Allowance for credit losses 1.65% 1.68%
Net charge-offs 0.67 0.87
Non-performing assets 2.22 4.42
Delinquent finance receivables 1.03 1.57
===============================================================================================
Finance receivables outstanding increased by 3% ($45.4 million) to
$1.461 billion at July 31, 2004 from $1.415 billion at July 31, 2003.
Finance receivables comprise installment sale agreements and secured loans
(collectively referred to as "loans") and direct financing leases. At July
31, 2004, 86% ($1,255.5 billion) of finance receivables were loans and 14%
($205.4 million) were leases.
Finance receivables originated in fiscal 2004 and 2003 were $791 million
and $696 million, respectively. Finance receivables collected in fiscal 2004
and 2003 were $721 million and $694 million, respectively. Originations
increased due to greater demand for domestic equipment financing.
Maintaining the credit quality of our portfolio is our primary focus.
We manage our credit risk by using disciplined and established underwriting
policies and procedures, by closely monitoring our portfolio and by
skillfully handling non-performing accounts. Our underwriting policies and
procedures require obtaining a first lien on equipment financed or leased.
We focus on financing equipment that 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. Securing our receivables with such equipment can
mitigate potential charge-offs. We may also obtain additional equipment or
other collateral, third-party guarantees, advanced payments and/or hold back
a portion of the amount financed. We do not finance/lease aircraft and
railcars, computer related equipment, telecommunications equipment or
equipment located outside the United States, and we do not lend to consumers.
The allowance for credit losses was $24.1 million at July 31, 2004 and
$23.8 million at July 31, 2003. The allowance level was 1.65% and 1.68% of
finance receivables at July 31, 2004 and at July 31, 2003, respectively. We
periodically review the allowance to determine that its level is appropriate.
The allowance level may decline further if our asset quality statistics
continue to improve and remain at favorable levels.
Net charge-offs of finance receivables (write-downs less recoveries)
decreased to $9.5 million in fiscal 2004 from $12.4 million in fiscal 2003
and the loss ratio decreased to 0.67% from 0.87%. Net charge-offs have been
decreasing due to fewer non-performing assets and improved economic
conditions and equipment resale values.
Non-performing assets comprise non-accrual finance receivables and
repossessed equipment (assets received to satisfy receivables) as follows (in
millions):
==========================================================================
July 31, 2004 2003
==========================================================================
Non-accrual finance receivables $ 29.2 $ 42.9
Repossessed equipment 3.2 19.7
--------------------------------------------------------------------------
Total non-performing assets $ 32.4 $ 62.6
==========================================================================
Delinquent finance receivables (transactions with a contractual payment 60
or more days past due) were $15.0 million (1.0% of total finance receivables) at
July 31, 2004 compared to $22.2 million (1.6% of total finance receivables) at
July 31, 2003.
12
Our asset quality statistics improved markedly during fiscal 2004 due to
improved conditions in the economy and the industries we finance.
Repossessed equipment and delinquencies have fallen below expected levels.
Therefore, further improvement in these measures is not expected. Non-
accrual finance receivables may decline further due to better payment
performance (decreases in non-accrual receivables typically trail decreases
in delinquencies since several months of payment performance is required to
reclassify a receivable to accrual status) and fewer bankruptcies. At July
31, 2004, approximately 70% of non-accrual finance receivables were not
delinquent. The level of net charge-offs may also continue to improve
because of fewer non-performing assets, improved equipment values and higher
rates of recoveries. Reductions in net charge-offs and non-accrual
receivables would have a positive effect on earnings through decreases in the
provision for credit losses and by increasing finance income.
Although our asset quality statistics continue to improve, we are
concerned about how the significant increases in oil prices and increases in
interest rates will affect our portfolio. Gasoline and interest are
significant expenses for a majority of our customers and the increases in
these costs could significantly impact their operating cash flows and their
ability to remit payments to us. In addition, we have several customers that
owe us over $5.0 million. If one or more of these customers' accounts become
delinquent, impaired or repossessed, our asset quality statistics could
worsen even though the overall trend for the portfolio may remain positive.
These factors could reverse the current direction of our asset quality
statistics.
Finance receivables reflect certain industry and geographic
concentrations of credit risk. These concentrations arise from
counterparties having similar economic characteristics that could cause their
ability to meet their contractual obligations to be similarly affected by
changes in economic or other conditions. At July 31, 2004, the major
industry concentrations were construction related-41%, road transportation-
36%, waste services-11% and manufacturing-6%. Manufacturing accounted for
11% of our finance receivables at July 31, 2003. In fiscal 2004, we
significantly reduced our originations of manufacturing receivables based on
their past performance. At July 31, 2004, the U.S. regional geographic
concentrations were Southeast-29%, Southwest-24%, Northeast-19%, West-15% and
Central-13%.
Our underwriting policies limit our credit exposure with any single
customer. At July 31, 2004, this limit was $20.5 million. Our largest and
ten largest customer(s) accounted for $12.1 million (0.8%) and $82.3 million
(5.6%), respectively, of total finance receivables at July 31, 2004.
LIQUIDITY AND CAPITAL RESOURCES
This section describes our needs for substantial amounts of capital
(debt and equity), our approach to managing liquidity and our current funding
sources. Key indicators are leverage, available ongoing liquidity and credit
ratings. At July 31, 2004, our credit rating was raised and our leverage was
low by finance company standards. We also had ample liquidity available and
the maturities of our term debt were staggered and exceed the maturities of
our finance receivables.
Liquidity and access to capital are vital to our operations and growth.
We need continued availability of funds to originate or acquire finance
receivables, to purchase portfolios of finance receivables and to repay
maturing debt. To ensure that we have adequate liquidity; we periodically
project our financing needs based on estimated receivables growth and
maturing debt, we closely monitor capital markets and we diversify our
funding sources. We may obtain funds from many sources, including operating
cash flow, private and public issuances of term debt, conduit and term
securitizations of finance receivables, committed unsecured revolving credit
facilities, dealer placed and directly issued commercial paper and sales of
common and preferred equity. We believe that our sources of liquidity are
well diversified. We are not dependent on any funding source or on any
credit provider.
At July 31, 2004, we had $263.4 million of available funding sources;
$224.4 million of unused bank credit facilities (after taking commercial
paper outstanding into account) and $39.0 million of an unused securitization
facility. We can also obtain an additional $215.4 million of asset
securitization financings. We believe, but cannot assure, that sufficient
liquidity is available to us to support our future operations and growth.
Our term debt is rated 'BBB+' by Fitch and commercial paper issued by
our major operating subsidiary ($87.7 million at July 31, 2004) is rated 'F2'
by Fitch. Our access to capital markets at competitive rates is partly
dependent on these investment grade credit ratings.
The subsidiary's debt agreements contain restrictive covenants including
limitations on indebtedness, encumbrances, investments, dividends and other
distributions to us, sales of assets, mergers and other business
combinations, capital expenditures, interest coverage and net worth. None of
the agreements contain a material adverse change clause.
13
Total debt increased by 5% ($51.4 million) to $1.094 billion at July 31,
2004 from $1.042 billion at July 31, 2003 and stockholders' equity decreased
by 4% ($12.5 million) to $303.9 million at July 31, 2004 from $316.4 million
at July 31, 2003 due to the repurchase of $50.0 million of common stock in
April 2004. As a result, leverage (debt-to-equity ratio) increased to 3.6 at
July 31, 2004 from 3.3 at July 31, 2003, but remains relatively low for a
finance company. This allows for substantial asset growth because credit
providers typically are more willing to lend to companies with low leverage.
Historically, our leverage has not exceeded 5.5.
Debt comprised the following ($ in millions):
=======================================================================================================
July 31, 2004 July 31, 2003
==========================================================
Amount Percent Amount Percent
=======================================================================================================
Term notes $ 520.0 48% $ 597.0 57%
Asset securitization financings 286.0 26 325.0 31
Convertible debentures 175.0 16 -- --
Commercial paper 103.6 9 111.6 11
Borrowings under bank credit facilities 12.0 1 11.4 1
-------------------------------------------------------------------------------------------------------
Total principal 1,096.6 100% 1,045.0 100%
Fair value adjustment of hedged debt (2.9) (2.7)
-------------------------------------------------------------------------------------------------------
Total debt $ 1,093.7 $ 1,042.3
=======================================================================================================
Term Notes
In August 2003 and April 2004, we repaid the following fixed rate term
notes at maturity: $17.0 million with an 8.89% rate and $65.0 million with a
7.05% rate, respectively. In September 2003, we issued a $5.0 million
floating rate term note to a bank maturing in December 2004. In April 2004,
we canceled our $200.0 million medium term note program established in fiscal
2000 after the last outstanding note issued under the program was repaid.
$97.0 million of the program was left unused. At July 31, 2004, the $520.0
million of term notes comprised $475.0 million of private placements and
medium term notes issued to insurance companies and $45.0 million of bank
term loans.
Asset Securitization Financings
We have a $325.0 million asset securitization facility. The facility
has a one-year term and expires in April 2005 subject to renewal. The
facility has been renewed three times since it was established in July 2001.
Borrowings under the facility are limited to a minimum level of securitized
receivables. If borrowings exceed the minimum level, we must repay the
excess or securitize more receivables. We can securitize more receivables
during the term of the facility. Upon expiration and non-renewal of the
facility, we must repay borrowings outstanding or convert them into term
debt. The term debt would be repaid monthly in amounts equal to collections
of securitized receivables less interest incurred. Currently, we would
exercise the conversion option upon non-renewal. Based on the contractual
payments of the $347.9 million of securitized receivables at July 31, 2004,
the term debt would be fully repaid by September 2006.
The unsecured debt agreements of our major operating subsidiary allow
40% of its finance receivables outstanding to be securitized; approximately
$577.0 million at July 31, 2004. Therefore, we could securitize an
additional $229.1 million of finance receivables at July 31, 2004.
Borrowings are limited to 94% of securitized receivables. In April 2004, we
repaid $39.0 million of securitization borrowings with proceeds from the
convertible debentures.
Commercial Paper
We issue commercial paper directly and through a $350.0 million program.
Commercial paper is unsecured and matures between 1 and 270 days. We have
not obtained commitments from any purchaser of our commercial paper for
additional or future purchases. Increases in commercial paper are generally
offset by decreases in bank and other borrowings, and vice versa. We are
required (as a condition of our credit rating) to maintain committed
revolving credit facilities from banks so that the aggregate amount available
thereunder exceeds commercial paper outstanding. Therefore, at July 31,
2004, the combined amount of commercial paper and bank borrowings outstanding
was limited to $340.0 million ($115.6 was outstanding at July 31, 2004).
Bank Credit Facilities
At July 31, 2004, we had $340.0 million of committed unsecured revolving
credit facilities from eight banks (a $45.0 million decrease from July 31,
2003). This includes $202.5 million of facilities with original terms ranging
from two to five years and $137.5 million of facilities with an original term of
14
one year. At July 31, 2004, $12.0 million was outstanding, with a maturity of
three days, under a multi-year facility. These facilities range from $10.0
million to $45.0 million. The multi-year facilities expire as follows ($ in
millions):
==================================================
Fiscal: 2005 2006 2007
==================================================
$10.0 $75.0 $117.5
5% 37% 58%
==================================================
These facilities provide us with a dependable, low-cost source of funds
and support for our commercial paper program. We can borrow the full amount
under each facility. None of the facilities are for commercial paper back-up
only. These facilities may or may not be renewed upon expiration.
Bank credit facility activity follows ($ in millions):
==============================================================================================
Year Ended July 31, 2004 Year Ended July 31, 2003
==========================================================
Amount # of Banks Amount # of Banks
==============================================================================================
Total at beginning of year $ 385.0 10 $425.0 13
New 70.0 2 50.0 1
Expired not renewed (135.0) 5 (90.0) 6
Increases 20.0 2 -- --
---------------------------------------------- ------
Total at end of year $ 340.0 8 $385.0 10
==============================================================================================
Renewed at expiration $ 135.0 4 $150.0 4
==============================================================================================
Information on the combined amounts of commercial paper and bank
borrowings follows (in millions):
==============================================================================================
Fiscal: 2004 2003 2002
==============================================================================================
Maximum outstanding during the year $178.6 $269.5 $376.9
Average outstanding during the year 112.7 199.7 317.7
Outstanding at year end 115.6 123.0 295.4
==============================================================================================
Contractual Obligations
Our long-term contractual obligations and other pertinent information at
July 31, 2004 are summarized as follows ($ in millions):
==============================================================================================
Payments Due by Period
========================================================
Less than More than
Total 1 year 2-3 years 4-5 years 5 years
==============================================================================================
Term notes $520.0 $107.8 $ 173.0 $ 194.2 $ 45.0
Convertible debentures 175.0 -- -- 175.0 --
Operating leases 5.0 1.1 2.0 1.2 0.7
Other long-term liabilities
reflected on the balance
sheet under GAAP 2.2 0.5 1.2 0.5 --
----------------------------------------------------------------------------------------------
Total payments $702.2 $109.4 $ 176.2 $ 370.9 $ 45.7
==============================================================================================
Percentage 100% 16% 25% 53% 6%
==============================================================================================
Other debt $401.6 $401.6 -- -- --
==============================================================================================
Cumulative payments $511.0 $ 687.2 $1,058.1 $1,103.8
==============================================================================================
Cumulative scheduled collections
of finance receivables $556.8 $1,251.7 $1,441.0 $1,460.9
==============================================================================================
The weighted average maturity of our term debt (term notes and
convertible debentures) was 3.2 years at July 31, 2004 and 2003. Term notes
and convertible debentures are discussed in Note 3 to the Consolidated
Financial Statements and operating leases in Note 10. Other long-term
liabilities represent deferred compensation. Other debt includes asset
15
securitization financings, commercial paper and bank borrowings that are due
within one year. As shown above, on a cumulative basis for each period,
scheduled collections of finance receivables exceed cumulative payments under
contractual obligations.
Stockholders' Equity
In fiscal 2004, we acquired 1.66 million shares of our common stock for
$55.5 million. We increased the amount available under our stock repurchase
program by $6.8 million in fiscal 2004 and amended the program to include
repurchases of convertible debentures. At July 31, 2004, $20.0 million was
available under the program.
MARKET INTEREST RATE RISK AND SENSITIVITY
This section discusses how changes in market interest rates can affect
our profitability and discusses our approach to managing interest rate risk.
Our 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 our finance income and
interest expense. Rate increases would reduce earnings and rate decreases
would increase earnings because floating rate debt (includes short-term debt)
significantly exceeds floating rate finance receivables. When market
interest rates rise, the resulting increase in interest expense would
significantly exceed the resulting increase in finance income. Conversely,
when market interest rates decline, the resulting decrease in interest
expense would significantly exceed the resulting decrease in finance income.
These effects would diminish over time. In addition, since our interest
earning assets exceed our interest bearing liabilities, eventually, lower
market interest rates would reduce earnings (this is occurring currently) and
higher rates would increase earnings. These broad statements do not take
into account the effects of economic and other conditions that could
accompany interest rate fluctuations.
Our earnings are subject to the risk of rising interest rates at July
31, 2004 because of our high ratios of fixed rate receivables and floating
rate debt (floating rate debt exceeded floating rate receivables by $664.0
million as shown in the table below). This risk is mitigated by the terms
and prepayment experience of our receivables. Finance receivables provide
for monthly payments over relatively short periods of two to five years and
are accelerated by prepayments. At July 31, 2004, $520.8 million (38%) of
fixed rate finance receivables are scheduled to be collected within one year
and the weighted average remaining maturity of fixed rate finance receivables
is under two years. We do not match the maturities of our debt to our
finance receivables.
============================================================================================
Fixed Rate Floating Rate
==========================================
($ in millions) Amount Percent Amount Percent Total
--------------------------------------------------------------------------------------------
Finance receivables $1,387.4 95% $ 73.5 5% $1,460.9
============================================================================================
Debt $ 356.2 33% $ 737.5 67% $1,093.7
Stockholders' equity 303.9 100 -- -- 303.9
--------------------------------------------------------------------------------------------
Total debt and equity $ 660.1 47% $ 737.5 53% $1,397.6
============================================================================================
At July 31, 2004, floating rate debt (asset securitization financings,
floating rate term notes, fixed rate term notes swapped to floating rates,
commercial paper and bank borrowings) reprices (interest rate changes) as
follows: $388.9 million (53%) within one month; $316.9 million (43%), within
the following two months and the remainder, $31.7 million (4%), within the
following six months. The repricing periods of floating rate debt follow ($
in millions):
============================================================================================
Balance at
July 31, 2004 Repricing Frequency
============================================================================================
Asset securitization financings $286.0 monthly
Floating rate notes 195.5 quarterly
Floating rate swaps of fixed rate notes 143.3 semi-annually
Commercial paper 103.6 1 to 270 days (23 day average)
Bank borrowings 12.0 generally daily
============================================================================================
We quantify interest rate risk by calculating the effect on net earnings
of a hypothetical, immediate 100 basis point (1.0%) rise in market interest
rates. At July 31, 2004, such a hypothetical adverse change in rates would
reduce annual net earnings by approximately $2.2 million. We believe this is
16
an acceptable level of risk when compared to the lower interest costs of
floating rate debt as opposed to fixed rate debt. In fiscal 2004, the
weighted average rate of floating rate debt was 4.2% (420 basis points) lower
than the weighted average rate of fixed rate debt. Actual future changes in
market interest rates and the effect on net earnings may differ materially
due to changes in finance receivable and debt repricing structures. In
addition, other factors that may accompany an actual immediate 100 basis
point increase in market interest rates were not considered in the
calculation.
We monitor and manage our exposure to market interest rate fluctuations
through risk management procedures that include using certain derivative
financial instruments and changing the proportion of our fixed rate term debt
versus our floating rate debt. We may use derivatives to hedge our exposure
to interest rate risk on certain debt obligations. We do not speculate with
nor trade derivatives.
In fiscal 2004, we entered into two interest rate swap agreements with a
total notional amount of $55.8 million. We designated them as fair value
hedges of $24.5 million of 4.37% fixed rate notes due in April 2008 and $31.3
million of 6.23% fixed rate notes due in August 2007. The swaps expire on
the notes' maturity dates. The swaps effectively converted the fixed rate
notes to floating rates.
At July 31, 2004, fixed rate notes swapped to floating rates totaled
$143.3 million. Under the terms of the swaps, we receive fixed rates equal
to the rates on the respective hedged notes and pay floating rates indexed to
six-month LIBOR (2.0% at July 31, 2004). The swaps reduced interest expense
by $2.6 million in fiscal 2004. This amount is expected to be lower in
fiscal 2005 due to increases in market interest rates. The weighted average
receive rate (4.9%) exceeded the current weighted average pay rate (3.0%) by
190 basis points (1.9%) at July 31, 2004. Terms of the swaps follow ($ in
millions):
===================================================================================================
Expiration Notional Receive July 31, 2004
Issue Date Date Amount Rate Pay Rate Reprice Date
===================================================================================================
April 2003 April 2010 $12.5 4.96% 2.49% October 2004
July 2003 April 2008 25.0 4.37 2.13 October 2004
July 2003 June 2008 12.5 4.37 2.82 October 2004
July 2003 June 2008 25.0 4.37 2.63 October 2004
July 2003 June 2010 12.5 4.96 2.80 October 2004
August 2003 April 2008 24.5 4.37 2.03 October 2004
April 2004 August 2007 31.3 6.23 5.14 January 2005
===================================================================================================
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.
===================================================================================================
Years Ended July 31, 2004 2003 2002
===================================================================================================
Net yield of finance receivables 8.3% 9.1% 10.1%
Weighted average cost of borrowed funds 3.3 4.1 4.8
---------------------------------------------------------------------------------------------------
Net interest spread 5.0% 5.0% 5.3%
===================================================================================================
The net yield of finance receivables continued to decline during fiscal
2004 since yields obtained on new receivables were lower than yields on
receivables collected. This was caused by the extended period of low
interest rates. The net yield is expected to decline further in fiscal 2005
(but to a lesser extent) although yields obtained on new receivables improved
for the first time in over three years at the end of fiscal 2004.
The decline in yield was offset by the decline in the average cost of
funds in fiscal 2004. The average cost of funds declined due to (i) the
effects of $143.3 million of fixed rate notes swapped to significantly lower
floating rates, (ii) $295.0 million of term notes bearing high fixed interest
rates repaid at maturity during the last two years and (iii) the reduction of
short-term borrowing costs resulting from lower average market interest
rates. Short-term market interest rates started to increase during the
fourth quarter of fiscal 2004. These and any future increases in short-term
rates will increase our average cost of funds as our floating rate debt
reprices. The full impact of recent rate increases will occur in the second
quarter of fiscal 2005 after all of our floating rate debt and swaps have
repriced.
17
NEW ACCOUNTING STANDARDS
In December 2003, the Financial Accounting Standards Board issued
Interpretation ("FIN") No. 46R, "Consolidation of Variable Interest Entities-
- -an interpretation of ARB No. 51." FIN No. 46R replaced FIN No. 46 issued in
January 2003. FIN No. 46R requires variable interest entities to be
consolidated by the primary beneficiary (the entity at risk for a majority of
the expected losses or receiving a majority of the expected residual returns
of the variable interest entity). We adopted FIN No. 46R on January 31,
2004. Prior to the adoption of FIN No. 46R, we consolidated fully one
variable interest entity (a special purpose entity we established for our
asset securitization facility). The consolidation of this entity was not
affected by the adoption of FIN No. 46R. The adoption of FIN No. 46R did not
have a material impact on our results of operations or financial position.
On September 30, 2004, the Emerging Issues Task Force ("EITF") Issued
EITF No. 04-8, "The Effect of Contingently Convertible Debt on Diluted Earnings
per Share." EITF No. 04-8 eliminates the exclusion of convertible debentures
with a contingent conversion feature from the computation of diluted earnings
per share. Therefore, when effective, commencing with our fiscal quarter ending
January 31, 2005, our convertible debentures would reduce diluted earnings per
share as described in Note 7 to the Consolidated Financial Statements unless we
elect to irrevocably fix the payment of the principal amount of converted
debentures in cash. We will decide whether to make this election in our fiscal
quarter ending January 31, 2005.
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 we caution you that any forward-
looking information provided by or on our behalf is not a guarantee of future
performance. Our actual results could differ materially from those
anticipated by such forward-looking statements due to a number of factors,
some of which are beyond our control, including, without limitation, (i) the
ability to obtain funding on acceptable terms, (ii) changes in the risks
inherent in finance receivables and the adequacy of the allowance for credit
losses, (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 we are not required to update forward-
looking statements for subsequent or unanticipated events or circumstances.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Item 7, Market Interest Rate Risk and Sensitivity.
18
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Financial Federal Corporation:
We have audited the accompanying consolidated balance sheets of Financial
Federal Corporation and subsidiaries as of July 31, 2004 and 2003, and the
related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended July 31, 2004.
These consolidated 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 the standards of the Public
Company Accounting Oversight Board (United States). 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 financial position of Financial
Federal Corporation and subsidiaries as of July 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the years in the
three-year period ended July 31, 2004, in conformity with U.S. generally
accepted accounting principles.
/s/ KPMG LLP
- ------------------
New York, New York
September 24, 2004
19
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
=================================================================================================================
July 31, 2004 2003
=================================================================================================================
ASSETS
Finance receivables $ 1,460,909 $ 1,415,489
Allowance for credit losses (24,081) (23,754)
- -----------------------------------------------------------------------------------------------------------------
Finance receivables - net 1,436,828 1,391,735
Cash 6,981 8,015
Other assets 20,109 26,332
- -----------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 1,463,918 $ 1,426,082
=================================================================================================================
LIABILITIES
Debt:
Long-term ($6,100 at July 31, 2004 and $9,080 at July 31, 2003
due to related parties) $ 826,650 $ 775,023
Short-term 267,050 267,253
Accrued interest, taxes and other liabilities 44,928 42,337
Deferred income taxes 21,400 25,073
- -----------------------------------------------------------------------------------------------------------------
Total liabilities 1,160,028 1,109,686
- -----------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000 shares -- --
Common stock - $.50 par value, authorized 100,000 shares,
shares issued and outstanding: 17,269 (net of 1,672 treasury shares)
at July 31, 2004 and 18,483 (net of 149 treasury shares) at July 31, 2003 8,634 9,242
Additional paid-in capital 101,920 105,464
Retained earnings 193,336 201,690
- -----------------------------------------------------------------------------------------------------------------
Total stockholders' equity 303,890 316,396
- -----------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,463,918 $ 1,426,082
=================================================================================================================
See accompanying notes to consolidated financial statements
20
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share amounts)
====================================================================================================
Years Ended July 31, 2004 2003 2002
====================================================================================================
Finance income $118,305 $130,247 $138,777
Interest expense 33,900 43,534 51,007
- ----------------------------------------------------------------------------------------------------
Net finance income before provision for credit losses
on finance receivables 84,405 86,713 87,770
Provision for credit losses on finance receivables 9,800 11,950 5,600
- ----------------------------------------------------------------------------------------------------
Net finance income 74,605 74,763 82,170
Salaries and other expenses 23,458 23,391 21,028
Loss on redemption of convertible debt -- 1,737 --
- ----------------------------------------------------------------------------------------------------
Earnings before income taxes 51,147 49,635 61,142
Provision for income taxes 19,957 19,547 24,074
- ----------------------------------------------------------------------------------------------------
NET EARNINGS $ 31,190 $ 30,088 $ 37,068
====================================================================================================
EARNINGS PER COMMON SHARE:
Diluted $ 1.72 $ 1.65 $ 1.99
====================================================================================================
Basic $ 1.75 $ 1.67 $ 2.23
====================================================================================================
See accompanying notes to consolidated financial statements
21
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
=============================================================================================================
Common Stock - $.50 Par Value
====================================
Additional
Paid-in Retained
Shares Par Value Capital Earnings
=============================================================================================================
BALANCE AT JULY 31, 2001 16,540 $ 8,270 $ 62,921 $ 135,220
Employee stock plans:
Shares issued 832 416 2,809 --
Compensation recognized -- -- 1,473 --
Tax benefits -- -- 369 --
Other -- -- 23 --
Net earnings -- -- -- 37,068
- -------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 2002 17,372 8,686 67,595 172,288
Conversion of subordinated debt 1,159 580 34,437 --
Repurchases of common stock (43 shares
retired and 12 shares held in treasury) (55) (27) (562) (686)
Employee stock plans:
Shares issued 140 70 1,249 --
Shares canceled (133) (67) 67 --
Compensation recognized -- -- 2,546 --
Tax benefits -- -- 132 --
Net earnings -- -- -- 30,088
- -------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 2003 18,483 9,242 105,464 201,690
Repurchases of common stock (142 shares
retired and 1,523 shares held in treasury) (1,665) (833) (15,153) (39,544)
Employee stock plans:
Shares issued 451 225 7,399 --
Compensation recognized -- -- 2,447 --
Tax benefits -- -- 1,763 --
Net earnings -- -- -- 31,190
- -------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 2004 17,269 $ 8,634 $ 101,920 $ 193,336
=============================================================================================================
See accompanying notes to consolidated financial statements
22
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
===========================================================================================================================
Years Ended July 31, 2004 2003 2002
===========================================================================================================================
Cash flows from operating activities:
Net earnings $ 31,190 $ 30,088 $ 37,068
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for credit losses on finance receivables 9,800 11,950 5,600
Depreciation and amortization 17,811 17,717 13,934
Loss on redemption of convertible debt -- 1,737 --
Deferred income taxes (3,673) (5,482) 1,468
Decrease (increase) in other assets 9,966 (3,473) (1,008)
Increase (decrease) in accrued interest, taxes and other liabilities 2,420 (4,783) (8,234)
Tax benefits from stock plans 1,763 132 369
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 69,277 47,886 49,197
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Finance receivables originated (791,009) (696,300) (804,779)
Finance receivables collected 721,384 694,282 650,400
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (69,625) (2,018) (154,379)
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Commercial paper, net (decrease) increase (7,960) (115,606) 83,349
Bank borrowings, net increase (decrease) 555 (56,785) (90,830)
Proceeds from convertible debentures 175,000 -- --
(Repayments of) proceeds from asset securitization financings (39,000) 100,000 100,000
Proceeds from term notes 5,000 300,000 105,000
Repayments of term notes (82,000) (213,000) (98,721)
Redemptions of subordinated debt -- (59,598) --
Deferred debt issuance costs (4,375) -- --
Repurchases of common stock (51,591) (1,275) --
Proceeds from stock option exercises 3,685 1,319 3,225
- ---------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (686) (44,945) 102,023
- ---------------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH (1,034) 923 (3,159)
Cash - beginning of year 8,015 7,092 10,251
- ---------------------------------------------------------------------------------------------------------------------------
CASH - END OF YEAR $ 6,981 $ 8,015 $ 7,092
===========================================================================================================================
Supplemental disclosures of cash flow information:
Interest paid $ 35,598 $ 47,121 $ 52,781
===========================================================================================================================
Income taxes paid $ 32,643 $ 22,130 $ 22,177
===========================================================================================================================
See accompanying notes to consolidated financial statements
23
FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
NOTE 1 - Summary of Significant Accounting Policies
Description of Business
Financial Federal Corporation provides collateralized lending, financing
and leasing services nationwide to middle-market businesses in the general
construction, road and infrastructure construction and repair, road
transportation, waste disposal and manufacturing industries. We lend
against, finance and lease a wide range of new and used revenue-
producing/essential-use equipment such as cranes, earth movers, machine
tools, personnel lifts, trailers and trucks.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America (GAAP) and pursuant to the rules of the Securities and Exchange
Commission. In our opinion, the consolidated financial statements include all
adjustments necessary to present fairly our financial position and results of
operations for the periods presented therein.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Financial Federal Corporation and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Finance Receivables
Finance receivables comprise loans and other financings and
noncancelable leases. All leases are accounted for as direct financing
leases, where total lease payments, plus any residual values, less the cost
of the leased equipment is recorded as unearned finance income. Residual
values are recorded 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.
Income Recognition
Finance income is recognized over the term of receivables using the
interest method. Income recognition is suspended on finance receivables that
we consider impaired (full collection of principal and interest being
doubtful). This typically occurs when (i) a contractual payment is 90 days
or more past due, (ii) the counterparty becomes the subject of a bankruptcy
proceeding or (iii) the underlying collateral is being liquidated. Income
recognition may be resumed when we believe that full collection of all
amounts contractually due is probable. Any collections on impaired
receivables are first applied to the recorded investment.
Allowance for Credit Losses
The allowance for credit losses on finance receivables is an estimate of
losses inherent in our finance receivables. A general provision for credit
losses on finance receivables is recorded in an amount to adjust the allowance
for credit losses to a level that we consider appropriate. The allowance is a
significant estimate that we determine based on total finance receivables, net
charge-offs, non-accrual/delinquent finance receivables and our current
assessments of the risks inherent in our finance receivables from national and
regional economic conditions, industry conditions, concentrations, the
financial condition of counterparties (includes the obligor/lessee and other
parties we may have recourse to such as equipment vendors/manufacturers and
owners/affiliates of the obligor/lessee), equipment collateral values and
other factors. Changes in the allowance level may be necessary based on
unexpected changes in these factors.
Impaired finance receivables are written-down by a charge to the
allowance for credit losses when all amounts contractually due are not
expected to be collected from the combination of the obligor/lessee and the
liquidation of the underlying collateral. Write-downs subsequently recovered
are credited to the allowance. Assets received to satisfy finance receivables
are initially written-down to their current estimated fair value less selling
costs by a charge to the allowance for credit losses and any subsequent
write-downs and recoveries are reflected in operating income.
24
Stock-Based Compensation
We continue to apply Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations to
account for our stock options. Under APB No. 25, we do not record
compensation expense for our stock options. If we applied the expense
recognition provisions of Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," compensation
expense would have been recorded for stock options based on their fair value
computed with an option-pricing model. The effect on net earnings and
earnings per share had we recorded compensation expense under SFAS No. 123
follows:
===================================================================================================
Years Ended July 31, 2004 2003 2002
===================================================================================================
Net earnings, as reported $31,190 $30,088 $37,068
Add: Compensation expense recorded for
stock awards (after-tax) 1,496 1,568 910
Deduct: Total stock-based compensation
expense determined under fair value
based method for all awards (after-tax) (3,434) (3,536) (3,113)
---------------------------------------------------------------------------------------------------
Pro forma net earnings $29,252 $28,120 $34,865
===================================================================================================
Diluted earnings per common share:
As reported $ 1.72 $ 1.65 $ 1.99
Pro forma 1.62 1.55 1.90
===================================================================================================
Basic earnings per common share:
As reported $ 1.75 $ 1.67 $ 2.23
Pro forma 1.64 1.56 2.09
===================================================================================================
We estimated the following weighted average grant date fair values for
options granted using the Black-Scholes option-pricing model based on the
following assumptions:
===================================================================================================
Years Ended July 31, 2004 2003 2002
===================================================================================================
Weighted average grant date fair value $ 11.08 $ 7.02 $ 8.89
Assumptions:
Weighted average risk-free interest rate 2.5% 2.5% 3.3%
Expected stock price volatility rate 37% 38% 37%
Weighted average expected life of options
granted (in years) 4.2 3.9 4.2
===================================================================================================
Earnings Per Common Share
Basic earnings per share is net earnings divided by the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is net earnings plus the after-tax interest cost of dilutive
convertible debt (if required), divided by the weighted average number of
common shares plus potential common shares from the assumed conversion of
dilutive securities outstanding during the period. Dilutive securities
comprise stock options, restricted stock, stock units, and convertible
notes/debentures.
Income Taxes
Deferred tax assets and liabilities are recognized for the estimated
future tax effects of temporary differences between the financial statement
and tax return bases of assets and liabilities using enacted tax rates.
Deferred tax expense is the net change in deferred tax assets and liabilities
during the year. We are not a party to any income tax shelters.
Derivative Financial Instruments
We use derivative financial instruments to manage our exposure to the
effects of changes in market interest rates on our debt. We do not speculate
with nor trade derivatives. Derivatives are recorded as an asset or
liability at their fair value. For derivatives that are designated as a fair
value hedge, the hedged asset or liability is also recorded at its fair value
(to the extent of the change in the fair value of the derivative) and any
changes in the fair value of the derivative and the hedged asset or liability
are recorded in earnings. The changes in the fair value of the derivative
designated as a fair value hedge and the hedged asset or liability will
offset in correlation to the effectiveness of the hedging relationship. If
certain conditions are met, these changes will offset exactly.
25
Derivatives designated as a hedge must be linked to a specific asset,
liability or firm commitment and the risk management objective and strategy
must be documented at inception of the hedging relationship as well as the
method to be used to determine the effectiveness/ineffectiveness of the
hedging relationship.
New Accounting Standards
In December 2003, the Financial Accounting Standards Board ("FASB")
issued Interpretation ("FIN") No. 46R, "Consolidation of Variable Interest
Entities--an interpretation of ARB No. 51." FIN No. 46R replaced FIN No. 46
issued in January 2003. FIN No. 46R requires variable interest entities to be
consolidated by the primary beneficiary (the entity at risk for a majority of
the expected losses or receiving a majority of the expected residual returns
of the variable interest entity). We adopted FIN No. 46R on January 31,
2004. Prior to the adoption of FIN No. 46R, we consolidated fully one
variable interest entity (a special purpose entity we established for our
asset securitization facility). The consolidation of this entity was not
affected by the adoption of FIN No. 46R. The adoption of FIN No. 46R did not
have a material impact on our results of operations or financial position.
Use of Estimates
The consolidated financial statements and the notes thereto require
significant estimates and assumptions to be made by us affecting the amounts
reported therein. Actual results could differ significantly from those
estimates.
NOTE 2 - FINANCE RECEIVABLES
Finance receivables comprise installment sale agreements and secured
loans (including line of credit arrangements), collectively referred to as
loans, with fixed or floating (indexed to the prime rate) interest rates, and
direct financing leases as follows:
===================================================================================
July 31, 2004 2003
===================================================================================
Loans:
Fixed rate $ 1,183,812 $ 1,073,158
Floating rate 71,742 85,532
-----------------------------------------------------------------------------------
Total loans 1,255,554 1,158,690
Direct financing leases 205,355 256,799
-----------------------------------------------------------------------------------
Finance receivables $ 1,460,909 $ 1,415,489
===================================================================================
Direct financing leases comprised the following:
===================================================================================
July 31, 2004 2003
===================================================================================
Minimum lease payments receivable $ 191,281 $ 247,856
Residual values 42,163 48,813
Unearned finance income (28,089) (39,870)
-----------------------------------------------------------------------------------
Direct financing leases $ 205,355 256,799
===================================================================================
Finance receivables generally provide for monthly installments of equal or
varying amounts with terms ranging from two to five years. Annual ontractual
maturities of finance receivables at July 31, 2004 follow:
===================================================================================
Direct
Fixed Floating Financing
Fiscal Year Due: Rate Loans Rate Loans Leases
===================================================================================
2005 $ 440,027 $ 34,165 $ 83,064
2006 333,474 21,326 58,348
2007 228,975 12,000 33,938
2008 117,321 4,079 11,860
2009 45,322 172 3,514
Thereafter 18,693 -- 557
-----------------------------------------------------------------------------------
Total $1,183,812 $ 71,742 $191,281
===================================================================================
The weighted average interest rates on fixed rate loans were 8.0% and 8.8%
at July 31, 2004 and 2003, respectively.
26
The allowance for credit losses activity is summarized as follows:
===============================================================================
Years Ended July 31, 2004 2003 2002
===============================================================================
Beginning balance $ 23,754 $ 24,171 $ 21,938
Provision 9,800 11,950 5,600
Write-downs (11,731) (13,876) (6,546)
Recoveries 2,258 1,509 3,179
-------------------------------------------------------------------------------
Ending balance $ 24,081 $ 23,754 $ 24,171
===============================================================================
Percentage of finance receivables 1.65% 1.68% 1.68%
===============================================================================
Net charge-offs * $ 9,473 $ 12,367 $ 3,367
===============================================================================
Loss ratio ** 0.67% 0.87% 0.24%
===============================================================================
* write-downs less recoveries
** net charge-offs over average finance receivables
Non-performing assets comprise finance receivables classified as non-
accrual (income recognition has been suspended) and assets received to
satisfy finance receivables (repossessed equipment, included in other assets)
as follows:
===============================================================================
July 31, 2004 2003
===============================================================================
Finance receivables classified as non-accrual $29,251 $42,910
Assets received to satisfy finance receivables 3,177 19,666
-------------------------------------------------------------------------------
Non-performing assets $32,428 $62,576
===============================================================================
Finance receivables classified as non-accrual included impaired loans
(excludes direct financing leases) of $20,205 at July 31, 2004 and $33,745 at
July 31, 2003. The average recorded investment in impaired loans was $28,482
in fiscal 2004, $31,429 in fiscal 2003 and $20,471 in fiscal 2002. The
allowance for credit losses included $650 at July 31, 2004 and $750 at July
31, 2003 specifically allocated to $7,475 and $6,222 respectively, of
impaired finance receivables.
We also provide commitments to extend credit. These commitments contain
off-balance sheet risk. We use the same credit policies and procedures in
providing these commitments as we do for finance receivables. At July 31,
2004 and 2003, the unused portion of these commitments was $10,421 and
$8,624, respectively.
We manage our exposure to the credit risk associated with our finance
receivables through established credit policies and procedures that include
obtaining a first lien on the primary equipment collateral. We focus on
lending against, financing and leasing equipment that has an economic life
exceeding the term of the receivable, is not subject to rapid technological
obsolescence, has applications in multiple industries, is easily accessible
and movable and has a broad, established resale market. We may also obtain
additional equipment or other collateral, third-party guarantees, advanced
payments and/or hold back a portion of the amount financed.
Our finance receivables have certain concentrations of credit risk.
Concentrations of credit risk arise when counterparties have similar economic
characteristics that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic or other
conditions. We do not have a significant concentration of credit risk with
any counterparty. The major concentrations of credit risk, grouped by the
industries and U.S. geographic regions of counterparties, expressed as a
percentage of finance receivables, follow:
=========================================== ===========================================
July 31, 2004 2003 July 31, 2004 2003
=========================================== ===========================================
Industry: Geographic region:
--------- ------------------
Construction related 41% 38% Southeast 29% 30%
Road transportation 36 32 Southwest 24 21
Waste services 11 14 Northeast 19 21
Manufacturing 6 11 West 15 15
=========================================== Central 13 13
===========================================
27
NOTE 3 - DEBT
Debt is summarized as follows:
=========================================================================
July 31, 2004 2003
=========================================================================
Fixed rate term notes*:
5.48% - 5.92% due 2005 - 2006 $ 50,000 $ 74,500
6.23% - 6.98% due 2005 - 2008 81,250 177,500
8.62% due 2005 50,000 67,000
-------------------------------------------------------------------------
Total fixed rate term notes 181,250 319,000
Floating rate term notes due 2005 - 2010* 338,750 278,000
2.0% convertible debentures due 2034 175,000 --
-------------------------------------------------------------------------
Total term debt 695,000 597,000
Asset securitization financings 286,000 325,000
Commercial paper 103,600 111,561
Bank borrowings 12,000 11,445
-------------------------------------------------------------------------
Total principal 1,096,600 1,045,006
Fair value adjustment of hedged debt (2,900) (2,730)
-------------------------------------------------------------------------
Total debt $ 1,093,700 $ 1,042,276
=========================================================================
* $143,250 at July 31, 2004 and $87,500 at July 31, 2003 of fixed rate
term notes swapped to floating rates are classified as floating rate
term notes
Term Notes
In April 2003, we issued $200,000 of unsecured term notes. The notes
include $112,000 of fixed rate notes and $88,000 of floating rate notes. The
notes are due at maturity as follows: $155,000 in five years and $45,000 in
seven years from date of issuance. The floating rate notes cannot be prepaid
until after June 2005 and thereafter can be prepaid without penalty. We
swapped the fixed rate notes to floating rates (see Note 4).
In August 2002, we received the remaining $100,000 of the July 2002
issuance of $200,000 of unsecured term notes. The notes include $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 from date of issuance. The floating rate notes can be
prepaid without penalty. We swapped $31,250 of fixed rate notes to a
floating rate in fiscal 2004.
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. The weighted
average interest rates on fixed rate notes were 6.9% and 6.8% at July 31,
2004 and 2003, respectively. The weighted average interest rates on floating
rate notes were 2.8% and 2.4% at July 31, 2004 and 2003, respectively.
Convertible Debentures
In April 2004, we issued $175,000 of convertible debentures. The
debentures do not contain any financial or other restrictive covenants. The
senior debt of our subsidiaries is effectively senior to the debentures.
The debentures have a 2.0% fixed annual interest rate and interest is
payable semi-annually. Commencing in April 2009, we may incur additional
interest for a semi-annual interest period if the average market value of the
debentures on the last five days of the prior interest period was at least
20% higher than their principal amount. Additional interest would be
computed at the annual rate of 0.25% of the average market value of the
debentures during the aforementioned five days.
The debentures are convertible into 3,969,000 shares of our common stock
at the conversion price of $44.10 per share resulting in an initial
conversion rate of 22.6778 shares per one thousand dollars of principal. The
conversion price was set at 32.5% over the April 5, 2004 closing price of
$33.28. The conversion rate would be adjusted if a specified corporate
transaction occurs including dividend payments or stock splits. The
debentures can be converted into common stock only under the following
circumstances; (i) in any fiscal quarter if the closing price of our common
stock was at least 30% higher than the conversion price for at least 20 of
the last 30 trading days of the prior fiscal quarter (the "market price
condition"), (ii) the debentures are rated `BB' or lower by Fitch Ratings,
Inc. (three ratings levels lower than the initial rating), (iii) we call the
debentures for redemption or (iv) a specified corporate transaction occurs.
Currently, the market price condition would be met if the price of our common
stock closed above $57.33 for the required period. Our common stock closed
at $32.16 on July 30, 2004.
28
We can redeem the debentures for their principal amount anytime starting
in April 2009 and debenture holders can require us to repurchase debentures
at their principal amount on each five year anniversary of issuance or when a
specified corporate transaction occurs. The debentures have a 30 year term.
Upon conversion, we can deliver the value of convertible shares in any
combination of cash and/or common stock (See Note 7).
Asset Securitization Financings
We have a $325,000 asset securitization facility. We structured the
facility to account for securitization proceeds as secured borrowings on our
consolidated balance sheets and not as sales of receivables. Therefore, no
gains on sales of securitized receivables are recorded. The secured
borrowings are without recourse to us.
The facility provides for committed revolving financing for one year.
If the facility is not renewed prior to its current expiration date of April
29, 2005, we can convert borrowings outstanding into term debt. The term
debt would be repaid monthly in amounts equal to the collections of
securitized receivables less interest incurred. Currently, we would exercise
the conversion option upon non-renewal. Based on the contractual payments of
securitized receivables at July 31, 2004, the term debt would be fully repaid
by September 2006.
The unsecured debt agreements of our major operating subsidiary allow
40% of its finance receivables outstanding to be securitized; $577,000 at
July 31, 2004. Therefore, we could securitize an additional $229,100 of
finance receivables at July 31, 2004. Borrowings are limited to 94% of
securitized receivables.
Finance receivables include $347,900 and $432,300 of securitized
receivables at July 31, 2004 and 2003, respectively. The weighted average
interest rates on borrowings outstanding at July 31, 2004 and 2003 were 1.5%
and 1.3%, respectively. The weighted average interest rates on borrowings
outstanding during the years ended July 31, 2004, 2003 and 2002 were 1.3%,
1.6% and 2.2%, respectively. The interest rates change monthly.
Commercial Paper
We issue commercial paper with a maximum term of 270 days. The weighted
average interest rates on commercial paper outstanding at July 31, 2004 and 2003
were 1.6% and 1.5%, respectively. The weighted average interest rates on
commercial paper outstanding during the years ended July 31, 2004, 2003 and 2002
were 1.4%, 1.9% and 2.7%, respectively.
Bank Borrowings
We have $340,000 of committed unsecured revolving credit facilities with
various banks expiring as follows: $147,500 within one year and $192,500 on
various dates from November 2005 through July 2007. We incur a fee on the
unused portion of these facilities. Borrowings under these facilities
generally mature between one and ninety days and bear interest based on
domestic money market rates or LIBOR, at our option. The weighted average
interest rates on borrowings outstanding at July 31, 2004 and 2003 were 2.0%
and 1.6%, respectively. The weighted average interest rates on borrowings
outstanding during the years ended July 31, 2004, 2003 and 2002 were 1.7%,
1.9% and 2.8%, respectively.
Subordinated Debt
In July 2002, we called our 4.5% convertible subordinated notes due in
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 our common stock at the stated conversion
price of $30.15625 per share. We paid a $1,085 prepayment premium equal to
1.93% of the principal amount 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 loss.
In October 2002, we prepaid $2,290 of 8.0% subordinated debentures due
March 2003 for their principal amount.
Other
The debt agreements of our major operating subsidiary contain
restrictive covenants including limitations on the subsidiary's indebtedness,
encumbrances, investments, dividends and other distributions to us, sales of
assets, mergers and other business combinations, capital expenditures,
interest coverage and net worth. None of the agreements contain a material
adverse change clause. All of our debt is senior.
29
Long-term debt comprised the following:
===============================================================================================
July 31, 2004 2003
===============================================================================================
Term notes $ 409,350 $ 502,270
Convertible debentures 175,000 --
Asset securitization financings 126,700 149,747
Bank borrowings and commercial paper supported by
bank credit facilities expiring after one year 115,600 123,006
-----------------------------------------------------------------------------------------------
Total long-term debt $ 826,650 $ 775,023
===============================================================================================
Long-term debt at July 31, 2004 matures as follows:
===============================================================================================
Fiscal: 2006 2007 2008 2009 2010
===============================================================================================
$210,180 $205,120 $192,250 $175,000 $44,100
===============================================================================================
The fair value adjustment on hedged debt is the difference between the
principal amount and fair value of the fixed rate term notes that were
swapped to floating rates. The adjustment represents changes in the hedged
debt's fair value from changes in the swap rate. The fair value adjustment
was recorded as a reduction of long-term debt and equals the fair value of
the interest rate swaps recorded as an other liability.
NOTE 4 - DERIVATIVES
In fiscal 2004, we entered into two interest rate swap agreements with a
total notional amount of $55,750. We designated them as fair value hedges of
$24,500 of 4.37% fixed rate term notes due in April 2008 and $31,250 of 6.23%
fixed rate term notes due in August 2007. At July 31, 2004 and 2003, the
total notional amount of interest rate swaps was $143,250 and $87,500,
respectively. All of the swaps have been designated as fair value hedges of
fixed rate term notes. We receive fixed rates equal to the rates of the
respective hedged notes and pay floating rates indexed to six-month LIBOR on
the swaps' notional amounts. The swaps expire on the maturity dates of the
respective notes. The swaps effectively converted the fixed rate notes to
floating rates and were structured to allow the use of the "short-cut" method
of measuring hedge effectiveness. As a result, there is no hedge
ineffectiveness from the swaps. The fair value of the swaps was a liability
of $2,900 and $2,730 at July 31, 2004 and 2003, respectively.
The terms of the swaps and related information at July 31, 2004 follow:
================================================================================================
Expiration Notional Receive
Issue Date Date Amount Rate Pay Rate Fair Value
================================================================================================
April 2003 April 2010 $ 12,500 4.96% 2.49% $ 300
July 2003 April 2008 25,000 4.37 2.13 200
July 2003 June 2008 12,500 4.37 2.82 500
July 2003 June 2008 25,000 4.37 2.63 700
July 2003 June 2010 12,500 4.96 2.80 600
August 2003 April 2008 24,500 4.37 2.03 100
April 2004 August 2007 31,250 6.23 5.14 500
------------------------------------------------------------------------------------------------
Total $143,250 $2,900
================================================================================================
NOTE 5 - STOCKHOLDERS' EQUITY
We established a common stock repurchase program in August 1996 and
expanded the program to include repurchases of our convertible debt. Through
July 31, 2004, we repurchased 640,000 shares of common stock at a total cost
of $13,445 and $8,800 principal amount of convertible notes at a total cost
of $7,151 under the program. We increased the amount available under the
program by $6,805 in 2004 fiscal and $13,383 in fiscal 2002. At July 31,
2004, $20,000 was available under the program for future repurchases.
We repurchased 163,000 shares in fiscal 2004 and 55,000 shares in fiscal
2003 (no repurchases were made in fiscal 2002) under the program (details
follow). In October 2003, we received 135,000 shares of common stock (at the
market price of $34.15 per share) in exchange for our CEO's exercise of
200,000 stock options and related minimum income taxes pursuant to the CEO's
30
October 1998 stock option agreement. We also received 7,000 shares at $34.15
for other senior officers' exercise of 12,000 stock options and related
taxes. We retired these 142,000 shares. In March 2004, we received 21,000
shares of common stock from certain officers at $33.29 per share as payment
of income taxes required to be withheld on the vesting of their restricted
stock. These shares are held in treasury. In fiscal 2003, we repurchased
43,000 shares of common stock in the open market at an average price of $24.44
per share and received 12,000 shares from certain officers (at an average
price of $18.71 per share) as payment of income taxes required to be withheld
on the vesting of their restricted stock.
We also repurchased 1,502,000 shares of common stock in April 2004 at a
cost of $50,000. This repurchase was not part of the repurchase program.
These shares are held in treasury.
NOTE 6 - STOCK PLANS
Our 1998 Stock Option/Restricted Stock Plan (the "1998 Plan") was
approved by stockholders in December 1998. The 1998 Plan, as amended in
February 2002 to include restricted stock grants, provides for 2,500,000
incentive or non-qualified stock options or shares of restricted stock to be
granted to officers, other employees and directors. The 1998 Plan expires in
September 2008. Our prior stock option plan expired in September 1999.
Under the plans, the exercise price of an incentive stock option may not be
less than the fair market value of the common stock on the date granted and
the term of an incentive stock option is limited to ten years.
Options outstanding at July 31, 2004 were generally granted with terms
of five or six years and generally vest (become exercisable) over periods of
three to five years. At July 31, 2004, 567,000 shares of common stock were
available for future grants of stock options and restricted stock.
Stock option activity and related information is summarized as follows
(options in thousands):
=====================================================================================================
Years Ended July 31, 2004 2003 2002
=====================================================================================================
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
=====================================================================================================
Outstanding at
beginning of year 1,386 $22.81 1,752 $22.49 1,558 $20.06
Granted 424 33.69 94 21.85 517 26.09
Exercised (391) 19.98 (116) 15.87 (242) 14.58
Canceled (33) 25.31 (344) 23.24 (81) 22.44
-----------------------------------------------------------------------------------------------------
Outstanding at end
of year 1,386 $26.88 1,386 $22.81 1,752 $22.49
=====================================================================================================
Exercisable at end
of year 368 $23.03 504 $20.34 352 $19.10
=====================================================================================================
The exercise prices of options outstanding at July 31, 2004 ranged from
$18.63 to $33.95. Information by price range follows:
=====================================================================================================
Price Range Under $23 $23 - $29 Over $29
=====================================================================================================
Outstanding:
Number (in thousands) 177 788 421
Weighted average exercise price $ 19.22 $ 24.95 $ 33.70
Weighted average remaining contractual
life (in years) 2.2 3.5 5.6
Exercisable:
Number (in thousands) 106 262 --
Weighted average exercise price $ 19.15 $ 24.61 --
=====================================================================================================
In fiscal 2002, we established a Supplemental Retirement Benefit
("SERP") for our Chief Executive Officer ("CEO"). Under the SERP, the CEO
was granted 100,000 stock units (representing an equivalent number of shares
of common stock) that will vest evenly over eight years. Subject to certain
forfeiture provisions, the CEO will receive shares of common stock equal to
the number of vested stock units upon the CEO's termination of employment or
upon a sale of the Company.
31
Our Management Incentive Plan ("MIP") for the CEO was approved by
stockholders in December 2001. Under the MIP, the CEO can be awarded shares
of restricted stock, in addition to a cash bonus, if we achieve certain
performance goals. The total number of shares of restricted stock that can
be awarded under the MIP is 500,000. The CEO received 50,000 and 30,000
shares of restricted stock in fiscal 2002 and 2001, respectively. In fiscal
2002, the CEO was also awarded 50,000 shares of restricted stock subject to
certain performance goals for fiscal 2003. Based on our operating results for
fiscal 2003, the CEO received 34,000 of these shares in fiscal 2003 and 16,000
shares were forfeited. No shares were awarded to the CEO in fiscal 2004. In
fiscal 2003, the CEO deferred receipt of 18,000 shares of vested restricted
stock. As a result, these shares were converted into stock units. At July 31,
2004, 386,000 shares of restricted stock were available for future awards.
Restricted stock activity under the 1998 Plan and the MIP and related
information follow (shares in thousands):
========================================================================================
Years Ended July 31, 2004 2003 2002
========================================================================================
Granted 65 40 545
Vesting period (in years) 8 8 8
Forfeited -- 114 2
Vested 70 78 14
========================================================================================
The restricted stock agreements and the SERP provide for full
acceleration of vesting upon the occurrence of certain events including a
sale of the Company, the officer's death or disability and qualifying
terminations of employment. These awards are expensed on a straight-line
basis over their respective vesting periods based on the price of the common
stock on the dates granted. Compensation expense recorded for these awards
was $2,447 in fiscal 2004, $2,546 in fiscal 2003 and $1,473 in fiscal 2002.
NOTE 7 - EARNINGS PER COMMON SHARE
Earnings per common share ("EPS") was calculated as follows (in thousands,
except per share amounts):
========================================================================================
Years Ended July 31, 2004 2003 2002
========================================================================================
Net earnings (used for basic EPS) $31,190 $30,088 $37,068
Effect of convertible securities -- 115 2,894
----------------------------------------------------------------------------------------
Adjusted net earnings (used for diluted EPS) $31,190 $30,203 $39,962
========================================================================================
Weighted average common shares outstanding
(used for basic EPS) 17,784 17,975 16,645
Effect of dilutive securities:
Stock options * 256 224 424
Restricted stock/stock units 83 35 27
Convertible notes -- 124 3,024
----------------------------------------------------------------------------------------
Adjusted weighted average common shares and
assumed conversions (used for diluted EPS) 18,123 18,358 20,120
========================================================================================
Net earnings per common share:
Diluted $ 1.72 $ 1.65 $ 1.99
========================================================================================
Basic $ 1.75 $ 1.67 $ 2.23
========================================================================================
* excludes 155 and 370 stock options in fiscal 2004 and fiscal 2003,
respectively, that were antidilutive (would have increased EPS
because their exercise price exceeded the average price of the common
stock)
None of the events that allow the $175,000 of convertible debentures to
be converted into common stock occurred as of July 31, 2004. Therefore, the
debentures did not affect the fiscal 2004 computation of diluted EPS. If an
event occurs that allows the debentures to be converted into common stock,
the computation of diluted EPS would be adjusted by (i) removing the after-
tax interest cost of the debentures from net earnings and (ii) treating the
shares issuable upon conversion of the debentures as shares outstanding
(referred to as the if-converted method). This would reduce diluted EPS. At
July 31, 2004, the annual after-tax interest cost is approximately $2,800 and
3,969,000 shares would be issuable upon conversion.
32
In July 2004, the Emerging Issues Task Force ("EITF") of the FASB
announced a tentative conclusion on EITF No. 04-8, "The Effect of
Contingently Convertible Debt on Diluted Earnings per Share" that convertible
debentures with a contingent conversion feature could no longer be excluded
from the computation of diluted EPS. Based on this tentative conclusion, our
convertible debentures would reduce diluted EPS as described in the preceding
paragraph. The EITF has proposed retroactive treatment that would require
restatement of our fiscal 2004 diluted EPS. If restatement will be required,
our fiscal 2004 diluted EPS would be reduced to $1.66.
As explained in Note 3, upon conversion of the debentures, we have the
ability to deliver the value of converted debentures in any combination of
cash and/or common stock. Pursuant to the terms of the debenture, we can
unilaterally elect to irrevocably fix the payment of the principal amount of
converted debentures in cash and any additional value in stock. As a result,
the 3,969,000 shares would no longer be issuable upon conversion of the
debentures and EITF No. 04-8 as currently proposed would not affect the
computation of diluted EPS (we also believe that restatement of fiscal 2004
diluted EPS would not be required). The debentures therefore would not affect
the computation of diluted EPS until the price of our common stock exceeds the
conversion price of $44.10. In fiscal periods in which the average price of our
common stock exceeds $44.10, a percentage (equal to the excess of the average
price above $44.10, divided by the average price) of the number of shares
required to deliver the value of the converted debentures over principal would
be treated as shares outstanding in the computation of diluted EPS (referred to
as the treasury stock method). We will decide whether to make this election in
the second quarter of fiscal 2005.
NOTE 8 - Income Taxes
The provision for income taxes comprised the following:
======================================================================================
Years Ended July 31, 2004 2003 2002
======================================================================================
Currently payable:
Federal $ 20,011 $ 20,912 $ 18,788
State 3,619 4,117 3,818
--------------------------------------------------------------------------------------
Total 23,630 25,029 22,606
Deferred (3,673) (5,482) 1,468
--------------------------------------------------------------------------------------
Provision for income taxes $ 19,957 $ 19,547 $ 24,074
======================================================================================
Net tax benefits from stock options and restricted stock reduced taxes
currently payable and increased additional paid-in capital by $1,763 in
fiscal 2004, $132 in fiscal 2003 and $369 in fiscal 2002.
Income taxes computed at statutory federal rates are reconciled to the
provision for income taxes as follows:
======================================================================================
Years Ended July 31, 2004 2003 2002
======================================================================================
Federal at statutory rates $ 17,901 $ 17,372 $ 21,400
State (net of federal benefit) 2,056 2,015 2,674
Non-deductible interest accrued on debt
converted to equity -- 160 --
--------------------------------------------------------------------------------------
Provision for income taxes $ 19,957 $ 19,547 $ 24,074
======================================================================================
Deferred income taxes comprised the tax effect of the following temporary
differences:
======================================================================================
July 31, 2004 2003
======================================================================================
Deferred tax liabilities:
Leasing transactions $ 23,467 $ 28,554
Finance income and other 9,002 7,304
--------------------------------------------------------------------------------------
Total 32,469 35,858
--------------------------------------------------------------------------------------
Deferred tax assets:
Allowance for credit losses (9,082) (9,070)
Other (1,987) (1,715)
--------------------------------------------------------------------------------------
Total (11,069) (10,785)
--------------------------------------------------------------------------------------
Deferred income taxes $ 21,400 $ 25,073
======================================================================================
33
NOTE 9 - SALARIES AND OTHER EXPENSES
Salaries and other expenses comprised the following:
==================================================================================
Years Ended July 31, 2004 2003 2002
==================================================================================
Salaries and employee benefits $10,916 $11,404 $11,716
Other expenses 12,542 11,987 9,312
----------------------------------------------------------------------------------
Total $23,458 $23,391 $21,028
==================================================================================
NOTE 10 - LEASE COMMITMENTS
We occupy office space under leases expiring through 2011. At July 31,
2004, minimum future annual rentals due under these leases are $1,136 in
fiscal 2005, $1,122 in fiscal 2006, $878 in fiscal 2007, $620 in fiscal 2008,
$625 in fiscal 2009 and $659 thereafter. Office rent expense was $1,556 in
fiscal 2004, $1,427 in fiscal 2003 and $1,446 in fiscal 2002.
NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS
Our financial instruments comprise cash, finance receivables (excluding
leases), commitments to extend credit, debt and interest rate swaps. The
following methods were used to estimate the fair value of these financial
instruments.
The carrying values of cash, commercial paper, bank borrowings and asset
securitization financings approximated their fair values based on their short-
term maturities. Interest rate swaps are recorded at fair value based on
market quotes obtained from the swap counterparties.
The fair value of the term notes was approximately $523,000 at July 31,
2004 and $609,000 at July 31, 2003, compared to their carrying amounts of
$520,000 at July 31, 2004 and $597,000 at July 31, 2003. Fair value was
computed based on the future cash flows of the notes discounted at current
interest rates for debt with similar terms and maturities.
The fair value of the $175,000 of 2.0% convertible debentures was
$172,000 at July 31, 2004 based on their quoted market price.
It is not practicable for us to estimate the fair value of our finance
receivables and commitments to extend credit. These financial instruments
comprise a substantial number of transactions with commercial obligors in
numerous industries, are secured by liens on various types of equipment and
may be guaranteed by third parties. Any difference between the carrying
value and the fair value of each transaction would be affected by a potential
buyer's assessment of the transaction's credit quality, collateral value,
third-party guarantee(s), payment history, yield, maturity, documentation and
other legal matters, and many other subjective considerations of the buyer.
In addition, the value received in a fair market sale of a transaction would
be based on the terms of the sale, the documentation governing such sale, our
and the buyer's views of general economic conditions, industry conditions,
our and the buyer's tax considerations, and numerous other factors.
Information pertinent to estimating the fair value of finance receivables is
presented in Note 2.
NOTE 12 - SELECTED QUARTERLY DATA (UNAUDITED)
==================================================================================
Earnings per Share
Net ==================
Revenues Earnings Diluted Basic
==================================================================================
Fiscal 2004, three months ended:
October 31, 2003 $30,232 $7,152 $0.39 $0.39
January 31, 2004 29,579 7,791 0.42 0.43
April 30, 2004 29,029 8,036 0.44 0.45
July 31, 2004 29,465 8,211 0.48 0.49
Fiscal 2003, three months ended:
October 31, 2002 $34,971 $8,273 $0.45 $0.47
January 31, 2003 33,278 8,320 0.46 0.46
April 30, 2003 30,692 6,585 0.36 0.36
July 31, 2003 31,306 6,910 0.38 0.38
==================================================================================
34
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
Item 9A.CONTROLS AND PROCEDURES
a. Evaluation of disclosure controls and procedures. Our Chief Executive
Officer and Chief Financial Officer have conducted an evaluation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934) as of the end of the
period covered by this report and each has concluded that such disclosure
controls and procedures were effective as of such date to ensure that
information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission rules and forms.
b. Changes in internal controls. There were no changes in our internal
controls over financial reporting that occurred during the fourth fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference from
information provided under the captions "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Nominees for Election as Directors" in the
Registrant's Definitive Proxy Statement to be filed pursuant to Regulation
14A for its Annual Meeting of Stockholders to be held December 14, 2004,
except as to biographical information on Executive Officers that is contained
in Item 1 of this report.
We adopted a code of business conduct and ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer and persons performing similar functions. The code of business conduct
and ethics is posted in the investor relations section of our website;
http://www.financialfederal.com. We intend to satisfy the disclosure requirement
under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision
of this code of business conduct and ethics by posting such information on our
website.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from
information provided under the caption "Executive Compensation" in the
Registrant's Definitive Proxy Statement to be filed pursuant to Regulation 14A
for its Annual Meeting of Stockholders to be held December 14, 2004.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Equity Compensation Plan Information
==========================================================================================================
Number of securities
Number of Weighted remaining available for
securities to average future issuance under
be issued upon exercise equity compensation
exercise of price of plans (excluding
outstanding outstanding securities reflected in
Equity compensation plan category options (a) options (b) column (a)) (c)
==========================================================================================================
Approved by security holders 1,386,272 $26.88 952,920(1)
Not approved by security holders -- -- --
----------------------------------------------------------------------------------------------------------
Total 1,386,272 $26.88 952,920
==========================================================================================================
(1) Includes 567,370 stock options or shares of restricted stock
available for future issuance under our Amended and Restated 1998
Stock Option/Restricted Stock Plan and 385,550 shares of restricted
stock available for future issuance under our 2001 Management
Incentive Plan.
35
Other information required by Item 12 is incorporated by reference from
information provided under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Registrant's Definitive Proxy
Statement to be filed pursuant to Regulation 14A for its Annual Meeting of
Stockholders to be held December 14, 2004.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from
information provided under the caption "Certain Transactions" in the
Registrant's Definitive Proxy Statement to be filed pursuant to Regulation
14A for its Annual Meeting of Stockholders to be held December 14, 2004.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference from
information provided under the caption "Principal Accountant and Fees" in the
Registrant's Definitive Proxy Statement to be filed pursuant to Regulation
14A for its Annual Meeting of Stockholders to be held December 14, 2004.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. INDEX TO FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT:
Page
----
Report of Independent Registered Public Accounting Firm 19
Consolidated Balance Sheets at July 31, 2004 and 2003 20
Consolidated Income Statements for the fiscal years ended July 31, 2004, 2003 and 2002 21
Consolidated Statements of Stockholders' Equity for the fiscal years ended July 31, 2004, 2003
and 2002 22
Consolidated Statements of Cash Flows for the fiscal years ended July 31, 2004, 2003 and 2002 23
Notes to Consolidated Financial Statements 24-34
2. FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because the required information
is included in the Consolidated Financial Statements or the
accompanying notes.
3. EXHIBITS
Exhibit No. Description of Exhibit
- --------------------------------------------------------------------------------
3.1 (a) Articles of Incorporation of the Registrant
3.4 (f) Certificate of Amendment of Articles of Incorporation dated
December 9, 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 ("Credit's") Rule 144A Medium Term Note Program
4.12 (d) Specimen Common Stock Certificate
4.14 (l) Purchase Agreement, dated April 5, 2004, between Registrant
and Banc of America Securities LLC and J.P. Morgan Securities
Inc. for Registrant's $150 million 2.0% Convertible Senior
Debentures due 2034
4.15 (l) Indenture, dated as of April 12, 2004, between Registrant and
Deutsche Bank Trust Company Americas for Registrant's $175
million 2.0% Convertible Senior Debentures due 2034
4.16 (l) Registration Rights Agreement, dated April 12, 2004, between
Registrant and Banc of America Securities LLC and J.P. Morgan
Securities Inc. for Registrant's $150 million 2.0% Convertible
Senior Debentures due 2034
4.17 (l) Specimen 2.0% Convertible Senior Debenture due 2034
36
10.8 (a) Form of Commercial Paper Note issued by the Registrant
10.9 (a) Form of Commercial Paper Note issued by Credit
*10.10 (a) Stock Option Plan of the Registrant and forms of related stock
option agreements
10.21 (b) Form of Commercial Paper Dealer Agreement of Credit
*10.22 (b) Form of Deferred Compensation Agreement with certain officers
as filed under the Top Hat Plan with the Department of Labor
*10.25 (e) Amended and Restated 1998 Stock Option/Restricted Stock Plan
of the Registrant
*10.26 (g) Deferred Compensation Agreement dated March 7, 2000 between
the Registrant and Clarence Y. Palitz, Jr.
*10.27 (h) 2001 Management Incentive Plan for the Chief Executive
Officer("CEO") of the Registrant
*10.28 (h) Form of Restricted Stock Agreement dated February 27, 2001
between the Registrant and its CEO
*10.29 (h) Form of Restricted Stock Agreement dated February 27, 2001
between the Registrant and certain senior officers
*10.30 (i) Form of Restricted Stock Agreement dated March 1, 2002 between
the Registrant and its CEO
*10.31 (i) Form of Restricted Stock Agreement between the Registrant and
certain senior officers
*10.32 (j) Supplemental Retirement Benefit dated June 4, 2002 between the
Registrant and its CEO
*10.33 (k) Agreement to Defer Restricted Stock dated February 26, 2004
between the Registrant and its CEO
*10.34 (k) Agreement to Defer Restricted Stock dated February 26, 2004
between the Registrant and its CEO
*10.35 ** Form of Incentive Stock Option Agreement (pursuant to the
Registrant's Amended and Restated 1998 Stock Option/Restricted
Stock Plan)
*10.36 ** Form of Non-Qualified Option Agreement (pursuant to the
Registrant's Amended and Restated 1998 Stock Option/Restricted
Stock Plan)
12.1 ** Computation of Debt-To-Equity Ratio
21.1 ** Subsidiaries of the Registrant
23.1 ** Consent of Independent Registered Public Accounting Firm
31.1 ** Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
31.2 ** Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
32.1 ** Section 1350 Certification of Chief Executive Officer
32.2 ** Section 1350 Certification of Chief Financial Officer
Previously filed with the Securities and Exchange Commission as an exhibit to
our:
(a) Registration Statement on Form S-1 (Registration No. 33-46662)
filed on May 28, 1992.
(b) Form 10-K for the fiscal year ended July 31, 1996.
(c) Form 10-Q for the quarter ended January 31, 1998.
(d) Registration Statement on Form S-3 (Registration No. 333-56651)
filed on June 11, 1998.
(e) Registration Statement on Form S-8 (Registration No. 333-50962)
filed on November 28, 2000.
(f) Form 10-Q for the quarter ended January 31, 1999.
(g) Form 10-Q for the quarter ended January 31, 2000.
(h) Form 10-Q for the quarter ended April 30, 2001.
(i) Form 10-Q for the quarter ended April 30, 2002.
(j) Form 10-K for the fiscal year ended July 31, 2002.
(k) Form 10-Q for the quarter ended January 31, 2003.
(l) Form 8-K dated April 19, 2004.
* denotes management contract or compensatory plan
** filed herewith
(b) Reports on Form 8-K
We filed a report on Form 8-K dated July 30, 2004 reporting, under Item 5,
that Fitch Ratings ("Fitch", a Nationally Recognized Statistical Ratings
Organization) raised its senior unsecured debt ratings of the Company and its
major operating subsidiary to 'BBB+' from 'BBB' and revised its Rating Outlook
to Stable from Positive. Fitch also affirmed its rating of the subsidiary's
commercial paper at 'F2'. Approximately $750 million of debt is affected by
Fitch's action.
We filed a report on Form 8-K dated June 7, 2004 reporting, under Item 12,
the announcement of earnings for the quarter ended April 30, 2004.
37
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, Chief Executive
Officer and President (Principal
Executive Officer)
October 4, 2004
---------------
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/ Lawrence B. Fisher October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Director Date
/s/ William C. MacMillen, Jr. October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Director Date
/s/ Michael C. Palitz October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Director Date
/s/ Thomas F. Robards October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Director Date
/s/ H. E. Timanus, Jr. October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Director Date
/s/ Michael J. Zimmerman October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Director Date
/s/ Steven F. Groth October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date
/s/ David H. Hamm October 4, 2004
- ------------------------------------------------------------------------------- ---------------
Vice President, Controller and Treasurer (Principal Accounting Officer) Date
38