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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
======================================================================