Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1999
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification No.)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 599-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
- ------------------------------- ------------------------------------
Common Stock, $.50 par value New York Stock Exchange, Inc.
4.5% Convertible Subordinated
Notes due 2005 New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the Common Stock of the Registrant held by non-
affiliates of the Registrant on October 1, 1999 was $216,444,412.50. The
aggregate market value was computed by reference to the closing price of the
Common Stock on the New York Stock Exchange on the prior day (which was $18.75
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 11,543,702 shares. The number of shares of
Registrant's Common Stock outstanding as of October 1, 1999 was 14,861,989
shares.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's proxy statement for its Annual Meeting of Stockholders, to be
held on December 14, 1999, which will be filed pursuant to Regulation 14A
within 120 days of the close of Registrant's fiscal year, is incorporated by
reference in answer to Part III of this report. In addition, page 1 and pages
9 through 26 of Registrant's Annual Report to Stockholders for the fiscal year
ended July 31, 1999 is incorporated by reference in answer to Items 6, 7, 7A
and 8 of Part II.
Page 1
PART I
Item 1. BUSINESS
--------
The Company, incorporated under the laws of Nevada in 1989, is a
nationwide independent financial services company with over $942 million of
assets. The Company finances industrial, commercial and professional equipment
through installment sales and leasing programs for manufacturers, dealers and
end users of such equipment. The Company also makes capital loans to equipment
users, secured by the same types of equipment and other collateral. The
Company provides its services primarily to middle-market businesses, generally
with annual revenues of up to $25 million, that are located throughout the
nation and represent diverse industries, such as general construction, road and
infrastructure construction and repair, manufacturing, trucking, and waste
disposal. The Company focuses on financing a wide range of revenue-producing
equipment of major manufacturers that is movable, has an economic life longer
than the term of the financing, is not subject to rapid technological
obsolescence, has applications in various industries and has a relatively broad
resale market. Sample types of equipment financed by the Company include air
compressors, bulldozers, buses, 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. In substantially all cases, the Company's finance
receivables are secured by a first lien on such equipment collateral.
Currently, the Company generates profits to the extent that its income
from finance receivables exceeds its cost of borrowed funds, operating and
administrative expenses and provision for possible losses. In addition, the
Company may generate profits from investing in operating leases, portfolios of
loans and/or leases or from acquiring full or partial ownership interests of
private or public companies in the finance, leasing and/or lending businesses.
Marketing
- ---------
The Company markets its finance and leasing services through marketing
personnel based in more than twenty domestic locations, including five full
service operations centers. At July 31, 1999, forty-five full-time new
business marketing representatives directly report to such operations centers.
The Company originates finance receivables through its relationships with
equipment dealers and, to a lesser extent, manufacturers ("vendors"). The
Company also directly markets its services to equipment users for the
acquisition or use of equipment and for capital loans. The Company believes
that its share of the U.S. market for equipment finance and leasing receivables
is less than one percent (1%); therefore, management believes there is
substantial opportunity for growth. The Company intends to achieve such growth
by expanding its marketing efforts into new geographic areas, further
penetrating existing markets, employing additional marketing personnel and
possibly opening new full service operations centers. The Company's marketing
personnel are salaried rather than commission-based and the majority
participate in the Company's stock option plans. Thus, the Company believes
that its marketing personnel have a close community of interest with the
Company and its other stockholders. The Company may also expand the types of
equipment collateral it finances and leases.
The Company's marketing activities are relationship and service oriented.
The Company focuses on providing prompt, responsive and customized service to
its customers and business prospects. The Company has a team of dedicated and
seasoned marketing and managerial personnel who solicit business from vendors
and end users of equipment. The Company's marketing and managerial personnel
have, on average, more than 15 years of specialized expertise in the industries
they serve. Management believes that the experience, knowledge and
relationships of its executives and marketing personnel, related to the
Company's customer and prospect base, equipment values, resale markets, and
local economic and industry conditions, enable the Company to compete
effectively on the basis of prompt, responsive and customized service. The
Company's customer services include making prompt credit decisions, arranging
financing structures meeting customers' needs and the Company's underwriting
criteria, providing direct contact between customers and Company executives
with decision-making authority and providing prompt and knowledgeable responses
to customers' inquiries and temporary business problems encountered in the
ordinary course of their business.
The Company obtains business in several ways. Dealers and, to a lesser
extent, manufacturers of equipment refer their customers (equipment users) to
the Company, or such customers directly approach the Company to finance
equipment purchases. The Company also purchases installment sale contracts,
leases and personal property security agreements from vendors who extend credit
to purchasers of their equipment and the Company makes capital loans to
equipment users. Customers seek capital loans to consolidate debt, provide
working capital, reduce monthly debt service, enhance bonding capacity
(generally in the case of road contractors) and acquire additional equipment or
other assets. In addition, the Company leases equipment to end users,
generally under noncancelable leases.
2
The Company has relationships with vendors that generally are mid-sized,
since larger vendors typically generate a volume of business greater than the
Company can presently service. The Company is not obligated to purchase any
finance receivables from vendors nor are vendors obligated to sell any finance
receivables to the Company. The Company's vendor relationships generally are
nonexclusive. The Company presently has more than 100 vendor relationships and
is not dependent on any single vendor. In all vendor generated business, the
Company independently approves the credit of the prospective obligor.
In order to expand its customer base and broaden its marketing coverage
geographically, the Company has purchased portfolios of finance receivables
from financial institutions, vendors and others generally in the range of $1.0
million to $5.0 million. These portfolios included finance receivables secured
by a broader range of equipment than that typically financed by the Company.
Originating, Structuring and Underwriting of Finance Receivables
- ----------------------------------------------------------------
The Company originates finance receivables generally ranging from $50,000
to $1.0 million with fixed or variable interest rates and terms of two to five
years. The Company's finance receivables generally provide for monthly
payments and may include prepayment premium provisions. The average
transaction size of finance receivables originated by the Company was $166,000
in fiscal 1999, $168,000 in fiscal 1998 and $144,000 in fiscal 1997.
The Company's underwriting policies and procedures are designed to
maximize yields and minimize delinquencies and credit losses. Unlike many of
its competitors, the Company does not use credit scoring models but instead
relies upon the experience of its credit officers and management to assess the
creditworthiness of obligors and collateral values. Each credit submission,
regardless of size, requires the approval of at least two credit officers.
The Company attempts to structure transactions to meet the financial needs
of its customers. Transactions may be structured as installment sales, leases
or secured loans. Structuring includes arranging terms and repayment schedule,
determining rate and other fees and charges, identifying the primary and any
additional equipment collateral to be pledged, and evaluating the need for
additional credit support such as liens on accounts receivable, inventory
and/or real property, certificates of deposit, commercial paper, payment
guarantees, delayed funding and full or partial recourse to the selling vendor.
A vendor seeking to sell a finance receivable to the Company or an
equipment user seeking to obtain financing from the Company must submit a
credit application. The credit application includes financial and other
information of the obligor and any guarantors and a description of the
collateral to be pledged or leased and its present or proposed use. The
Company's credit personnel analyze the credit application, investigate the
credit of the obligor and any guarantors, evaluate the primary collateral to be
pledged, investigate financial, trade and industry references and review the
obligor's payment history. The Company may also obtain reports from
independent credit reporting agencies and conduct lien, UCC, litigation,
judgement and tax searches. If the credit application is approved on terms
acceptable to the vendor and/or the equipment user, the Company either
purchases an installment sale contract or lease from the vendor or enters into
a direct finance or lease transaction with the obligor. The Company funds the
transaction upon receiving all required documentation in form and substance
satisfactory to the Company and its legal department. Under the Company's
documentation, the obligor is responsible for all applicable sales, use and
property taxes.
The Company's operating environment permits its managers flexibility in
structuring transactions subject to the Company's credit policy and procedures.
The Company has established specific guidelines for credit review and approval,
including maximum credit concentrations with any one obligor based on the
Company's capital resources and other considerations. The Company's credit
policy establishes several credit officer authority levels. A credit officer's
authority level is based on their credit experience, managerial position and
tenure with the Company. The maximum amount a credit officer can approve is
based on the credit officer's authority level, collateral coverage relative to
the Company's potential lending exposure and the extent of any recourse the
Company may have to vendors. Under the Company's current credit policy, any
single obligor concentration in excess of $1.5 million requires the approval of
two senior credit officers, and in excess of $3.0 million, three senior credit
officers. In addition, any single obligor concentration above $2.0 million
requires the approval of the Company's Chairman or President.
The Company may obtain full or partial recourse on finance receivables
assigned to the Company by vendors obligating them to pay the Company in the
event of an obligor's default or a breach of warranty. The Company may also
withhold an agreed upon amount from a vendor or obligor or obtain cash
collateral as security.
3
The procedures used by the Company in purchasing a portfolio of finance
receivables include reviewing and analyzing the terms of the finance
receivables to be purchased, the credit of the related obligors, the
documentation relating to such finance receivables, the value of the related
pledged collateral, the payment history of the obligors and the implicit yield
to be earned by the Company.
Collection and Servicing
- ------------------------
Customer payments of finance receivables are remitted to lock boxes or the
Company's operating headquarters in Houston, TX. Collection efforts for
delinquent accounts are performed by collection personnel and managers in the
respective operations centers in conjunction with senior management and, if
necessary, the Company's legal department. Senior management reviews all past
due accounts at least monthly and the Company's in-house legal staff
continually monitors all accounts past due more than 60 days. Decisions
regarding collateral repossession, use of an outside source to do so and the
sale or other disposition of repossessed collateral are made by the Company's
senior management and legal staff in accordance with applicable law.
Competition
- -----------
The Company's business is highly competitive. The Company competes with
banks, manufacturer-owned and independent finance and leasing companies, and
other financial institutions. Some of the Company's competitors may be better
positioned than the Company to market their services and financing programs to
vendors and end users of equipment because of their ability to offer additional
services and products and more favorable rates and terms. Many of these
competitors have longer operating histories, possess greater financial and
other resources and have a lower cost of funds than the Company, enabling them
to provide financing at rates lower than the Company may be willing to provide.
The Company typically does not compete solely on the basis of rate. The
Company competes by emphasizing a high level of equipment and financial
expertise, customer service, flexibility in structuring financing transactions,
management involvement in customer relationships and by attracting and
retaining the services of dedicated and talented managerial, marketing and
administrative personnel. The Company's present strategy for attracting and
retaining such personnel is to offer a competitive salary, an equity interest
in the Company through participation in its stock option plans, and enhanced
career opportunities. At July 31, 1999, more than 60% of the Company's
directors, officers and other employees with at least one year of service
participate in the Company's stock option plans and/or own stock in the
Company.
Employees
- ---------
At July 31, 1999, the Company had 173 employees. All of the Company's
employees and officers are salaried. The Company provides its employees with
group health and life insurance benefits and a qualified 401(k) plan. The
Company does not match employee contributions to the 401(k) plan. The Company
does not have any collective bargaining, employment, pension or incentive
compensation arrangements with any of its employees other than deferred
compensation agreements and stock option agreements containing, without
limitation, non-disclosure and non-solicitation provisions. The Company
considers its relations with its employees to be satisfactory.
Regulation
- ----------
The Company's commercial financing, lending and leasing activities are
generally not subject to regulation, except that certain states may regulate
motor vehicle transactions, impose licensing, documentation and lien perfection
requirements, and/or restrict the amount of interest or finance rates and other
amounts the Company may charge. The Company's failure to comply with such
regulations, requirements or restrictions could result in loss of principal and
interest or finance charges, penalties and imposition of restrictions on future
business activities.
Executive Officers
- ------------------
Clarence Y. Palitz, Jr., 68, has served as Chairman of the Board of the
Company since August 1996, as Chief Executive Officer of the Company since its
inception in 1989 and as President of the Company from its inception in 1989 to
September 1998. From 1963 to 1988, Mr. Palitz served as President and a
Director of Commercial Alliance Corporation ("CAC"), which he founded with his
brother, Bernard G. Palitz, in 1963. Since October 1988, he has been a
director of City and Suburban Financial Corp., a privately owned savings and
loan holding company located in Westchester County, New York.
Paul R. Sinsheimer, 52, has served as President of the Company since
September 1998, as 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 CAC, where he
served successively as Credit Manager, Collections Manager, Operations Manager,
Houston Branch Manager, Division Manager and, from 1988, Executive Vice
President.
4
Michael C. Palitz, 41, has served as a Director of the Company since July
1996, as an Executive Vice President of the Company since July 1995, as a
Senior Vice President of the Company from February 1992 to July 1995 and as a
Vice President of the Company from its inception in 1989 to February 1992. He
has also served as Chief Financial Officer, Treasurer and an Assistant
Secretary of the Company since its inception in 1989. From 1985 to 1989, Mr.
Palitz was an Assistant Vice President of Bankers Trust Company and, from 1980
to 1983, he was an Assistant Secretary of Chemical Bank.
William M. Gallagher, 50, has served as a Senior Vice President of the
Company since 1990 and served as a Vice President of the Company from its
inception in 1989 to 1990. From 1973 to 1989, Mr. Gallagher was employed by
CAC, where he served successively as Collections Manager, Accounting Manager,
Operations Manager of the Chicago and Houston regions and, from 1988, a Vice
President and Houston Branch Manager.
Troy H. Geisser, 38, has served as a Senior Vice President and Secretary
of the Company since February 1996. From 1990 to 1996, Mr. Geisser held
several positions, including Vice President and Branch Manager. From 1986 to
1990, Mr. Geisser was employed by CAC and its successor, where he held several
positions including Northern Division Counsel.
John V. Golio, 38, has served as a Senior Vice President of the Company
since 1997 and as a Vice President of a subsidiary of the Company since joining
the Company in January 1996. Before joining the Company, Mr. Golio was
employed by CAC and its successor in various capacities, including branch
operations manager.
Jeanne McDonald, 47, has served as a Senior Vice President of the Company
since 1998, a Vice President of the Company from 1992 to 1998, an Assistant
Vice President of the Company from 1990 to 1992 and an Assistant Treasurer of
the Company from 1989 to 1990. From 1977 to 1989, Ms. McDonald was employed by
CAC in various capacities, including Assistant Treasurer.
Daniel J. McDonough, 37, has served as a Senior Vice President of the
Company since 1997. Mr. McDonough held several positions, including Vice
President of a subsidiary of the Company, Branch Manager and Operations Manager
since joining the Company in 1989. Before joining the Company, Mr. McDonough
was employed by CAC in various capacities, including regional credit manager.
Richard W. Radom, 51, has served as a Senior Vice President of the Company
since 1990 and as a Vice President of the Company from 1989 to 1990. From 1973
to 1989, Mr. Radom was employed by CAC, where he served, from 1986, as a Senior
Vice President.
David H. Hamm, CPA, 35, has served as Controller and an Assistant
Treasurer of the Company since joining the Company in 1996. From 1985 to 1996,
Mr. Hamm was employed in the public accounting profession, including eight
years with Eisner & Lubin LLP (the Company's independent auditors) where he was
the audit manager of the Company's engagement from 1992 to 1996.
Item 2. PROPERTIES
----------
The Company's executive offices are located at 733 Third Avenue, New York,
New York and consist of approximately 5,000 square feet of space. At July 31,
1999, the Company had five full service operations centers (where credit
analysis and approval, collection and marketing functions are performed) in
Houston, Texas; Westmont (Chicago), Illinois; Teaneck (New York metropolitan
area), New Jersey; Charlotte, North Carolina and Phoenix, Arizona, consisting
of approximately 2,000 to 8,500 square feet of space (except the Houston
office, the Company's operating headquarters, consists of approximately 12,500
square feet of space) and are occupied pursuant to office leases terminating on
various dates through 2004 (as subject to the Company's lease termination
rights). Management believes that the Company's existing facilities are
suitable and adequate for their present and proposed uses and that suitable and
adequate facilities should be available on reasonable terms for any additional
offices the Company may need to open.
Item 3. LEGAL PROCEEDINGS
-----------------
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Company is a party
or to which any of its property is subject.
5
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended July 31, 1999.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
The Company's common stock is traded on the New York Stock Exchange under
the symbol "FIF." Trading commenced on the New York Stock Exchange on June 22,
1998; prior to that date, the Company's common stock was traded on the American
Stock Exchange. The quarterly high and low closing sales prices per share of
the common stock as reported by the New York Stock Exchange and the American
Stock Exchange follow:
Price Range
-----------------
High Low
------ ------
Fiscal year 1999
- ----------------
First Quarter ended October 31, 1998 $25.00 $17.38
Second Quarter ended January 31, 1999 $26.81 $23.19
Third Quarter ended April 30, 1999 $23.06 $16.13
Fourth Quarter ended July 31, 1999 $24.13 $18.94
Fiscal year 1998
- ----------------
First Quarter ended October 31, 1997 $19.81 $14.00
Second Quarter ended January 31, 1998 $23.63 $18.00
Third Quarter ended April 30, 1998 $26.00 $20.38
Fourth Quarter ended July 31, 1998 $28.50 $23.00
The Company presently has no intention of paying cash dividends on the
common stock in the foreseeable future. The payment of cash dividends, if any,
will depend upon the Company's earnings, financial condition, capital
requirements, cash flow and long range plans and such other factors as the
Board of Directors of the Company may deem relevant.
Number of Record Holders
- ------------------------
There were 76 holders of record of the Company's common stock at October
1, 1999. This number included several nominees that hold the Company's common
stock on behalf of numerous other persons and institutions; these other persons
and institutions are not included in the above number as their shares are held
in "Street Name."
Item 6. SELECTED FINANCIAL DATA
-----------------------
Refer to information under the heading "Financial Highlights" contained in
the Company's Annual Report to Stockholders for the fiscal year ended July 31,
1999, which information is incorporated herein by reference. The Company has
not paid any cash dividends on its Common Stock.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
-----------------------------------------------------------------
Refer to information under the heading "Management's Discussion and
Analysis of Operations and Financial Condition" contained in the Company's
Annual Report to Stockholders for the fiscal year ended July 31, 1999, which
information is incorporated herein by reference.
6
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Refer to information under the heading "Management's Discussion and
Analysis of Operations and Financial Condition" contained in the Company's
Annual Report to Stockholders for the fiscal year ended July 31, 1999, which
information is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Refer to information under the headings "Consolidated Balance Sheet,"
"Consolidated Statement of Stockholders' Equity," "Consolidated Statement of
Operations," "Consolidated Statement of Cash Flows," "Notes to Consolidated
Financial Statements" and "Independent Auditors' Report" contained in the
Company's Annual Report to Stockholders for the fiscal year ended July 31,
1999, which information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
---------------------------------------------------------------
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by Item 10 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 14,
1999, except as to biographical information on Executive Officers which is
contained in Item 1 of this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information required by Item 11 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 14,
1999.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by Item 12 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 14,
1999.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by Item 13 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 14,
1999.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) 1. Financial Statements Page
-------------------- ----
The following financial statements are filed herewith and
incorporated herein by reference from pages 15 through 26
of the Registrant's Annual Report to Stockholders for the
fiscal year ended July 31, 1999, as provided in Item 8
hereof:
7
- Consolidated Balance Sheet as at July 31, 1999 and 1998.
- Consolidated Statement of Stockholders' Equity for the
fiscal years ended July 31, 1999, 1998 and 1997.
- Consolidated Statement of Operations for the fiscal years
ended July 31, 1999, 1998 and 1997.
- Consolidated Statement of Cash Flows for the fiscal years
ended July 31, 1999, 1998 and 1997.
- Notes to Consolidated Financial Statements.
- Independent Auditors' Report.
2. Financial Statement Schedules
-----------------------------
The following financial statement schedules are filed
herewith:
- Independent Auditors' Report on Financial Statement
Schedules. 12
- Schedule I - Condensed Financial Information of
Registrant. 13-16
All other schedules are omitted as the required information
is inapplicable or the information is presented in the
consolidated financial statements or notes thereto.
3. Exhibits 17
--------
Exhibit
No. Description of Exhibit
- --------- ----------------------
3.1 (a) Articles of Incorporation of the Registrant
3.2 (a) By-laws of the Registrant
3.3 (a) Form of Restated and Amended By-laws of the Registrant
3.4 (n) Certificate of Amendment of Articles of Incorporation dated December
9, 1998
3.5 (n) Restated By-laws of the Registrant as amended through December 30,
1998
4.1 (a) Form of Variable Rate Subordinated Debentures Due September 1, 2000
(a "Debenture") issued by Registrant
4.6 (f) Form of Note Agreement dated as of April 15, 1996 issued by
Financial Federal Credit Inc. ("Credit") to certain institutional
note holders
4.7 (j) Form of Note Agreement dated as of July 1, 1997 issued by Credit to
certain institutional note holders
4.8 (k) Indenture dated January 14, 1998 for Credit's Rule 144A Medium Term
Note Program
4.9 (l) Indenture, dated as of April 15, 1998, between Registrant and First
National Bank of Chicago for Registrant's $100 million 4.5%
Convertible Subordinated Notes due 2005
4.10 (l) Registration Rights Agreement, dated as of April 24, 1998, between
Registrant and BancAmerica Robertson Stephens, Donaldson, Lufkin &
Jenrette Securities Corporation, Piper Jaffray Inc., CIBC
Oppenheimer Corporation, Friedman, Billings, Ramsey & Co., Inc.,
Schroder & Co. Inc., and Wheat, First Securities, Inc. for
Registrant's $100 million 4.5% Convertible Subordinated Notes due
2005
4.11 (l) Specimen 4.5% Convertible Subordinated Note Due 2005
4.12 (l) Specimen Common Stock Certificate
10.2 (a) Form of Warrant to purchase Common Stock, as amended, issued by the
Registrant to stockholders in connection with its initial
capitalization
10.3 (a) Form of Warrant to purchase Common Stock issued by the Registrant to
certain of its officers
10.8 (a) Form of Commercial Paper Note issued by the Registrant
10.9 (a) Form of Commercial Paper Note issued by Credit
10.10 (a) Stock Option Plan of the Registrant and forms of related stock
option agreements
10.11 (b) Deferred Compensation Agreement dated June 1, 1992 between Credit
and Clarence Y. Palitz, Jr.
10.12 (b) Deferred Compensation Agreement dated June 1, 1992 between Credit
and Bernard G. Palitz
10.13 (c) Deferred Compensation Agreement dated January 1, 1993 between Credit
and Clarence Y. Palitz, Jr.
10.14 (c) Deferred Compensation Agreement dated January 1, 1993 between Credit
and Bernard G. Palitz.
10.15 (d) Deferred Compensation Agreement dated January 1, 1994 between Credit
and Clarence Y. Palitz, Jr.
10.16 (d) Deferred Compensation Agreement dated January 1, 1994 between Credit
and Bernard G. Palitz.
10.17 (e) Deferred Compensation Agreement dated January 1, 1995 between Credit
and Bernard G. Palitz.
10.18 (e) Deferred Compensation Agreement dated January 1, 1995 between Credit
and Clarence Y. Palitz, Jr.
10.19 (e) Deferred Compensation Agreement dated February 1, 1995 between
Credit and Paul Sinsheimer
10.20 (g) Deferred Compensation Agreement dated January 1, 1996 between Credit
and Clarence Y. Palitz, Jr.
10.21 (h) Form of Commercial Paper Dealer Agreement of Credit
8
10.22 (h) Form of Deferred Compensation Agreement with certain officers as
filed under the Top Hat Plan with the Department of Labor
10.23 (i) Deferred Compensation Agreement dated December 30, 1996 between the
Registrant and Clarence Y. Palitz, Jr.
10.24 (k) Deferred Compensation Agreement dated January 2, 1998 between the
Registrant and Clarence Y. Palitz, Jr.
10.25 (m) 1998 Stock Option Plan of the Registrant
12.1 Computation of Debt-To-Equity Ratio
13.1 1999 Annual Report to Stockholders (except for the pages and
information thereof expressly incorporated by reference in this Form
10-K, the Annual Report to Stockholders is provided solely for the
information of the Securities and Exchange Commission and is not
deemed "filed" as part of this Form 10-K)
22.1 Subsidiaries of the Registrant
23.1 Consent of Independent Auditors
27 Financial Data Schedule (EDGAR version only)
- ---------
(a) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-1
(Registration No. 33-46662).
(b) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Form 10-K for the fiscal year ended July 31, 1992.
(c) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1993.
(d) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1994.
(e) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1995.
(f) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-2
(Registration No. 333-3320).
(g) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1996.
(h) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Form 10-K for the fiscal year ended July 31, 1996.
(i) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1997.
(j) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Form 10-K for the fiscal year ended July 31, 1997.
(k) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1998.
(l) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-3
(Registration No. 333-56651).
(m) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Notice of Meeting and Proxy Statement for the fiscal year
ended July 31, 1998.
(n) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1999.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
fiscal year ended July 31, 1999.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Clarence Y. Palitz, Jr.
----------------------------------
Chairman of the Board and Chief
Executive Officer
October 27, 1999
------------------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Clarence Y. Palitz, Jr. October 27, 1999
- --------------------------------------------------- ----------------
Chairman of the Board and Chief Executive Officer Date
/s/ Lawrence B. Fisher October 27, 1999
- --------------------------------------------------- ----------------
Director Date
/s/ William C. MacMillen, Jr. October 27, 1999
- --------------------------------------------------- ----------------
Director Date
/s/ Bernard G. Palitz October 27, 1999
- --------------------------------------------------- ----------------
Director Date
/s/ H. E. Timanus, Jr. October 27, 1999
- --------------------------------------------------- ----------------
Director Date
/s/ Paul R. Sinsheimer October 27, 1999
- --------------------------------------------------- ----------------
President, Chief Operating Officer and Director Date
/s/ Michael C. Palitz October 27, 1999
- --------------------------------------------------- ----------------
Executive Vice President, Treasurer, Chief Date
Financial Officer and Director
/s/ David H. Hamm October 27, 1999
- --------------------------------------------------- ----------------
Controller, Assistant Treasurer and Principal Date
Accounting Officer
10
INDEX TO FORM 10-K SCHEDULES
Independent Auditors' Report
Schedule I - Condensed Financial Information of Registrant
Schedules other than the schedule referred to above have been omitted as the
conditions requiring their filing are not present or the information has been
presented elsewhere in the consolidated financial statements.
11
Independent Auditors' Report
----------------------------
Financial Federal Corporation
In connection with our audits of the consolidated financial statements
included in Financial Federal Corporation's annual report to stockholders and
incorporated by reference in this Form 10-K, we have also audited the schedule
listed in the accompanying index. Our audits of the consolidated financial
statements were made for the purpose of forming an opinion on those statements
taken as a whole. The schedule is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic consolidated financial
statements.
/s/ Eisner & Lubin LLP
-------------------------------
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
September 2, 1999
12
Schedule I
FINANCIAL FEDERAL CORPORATION
CONDENSED BALANCE SHEET
(In Thousands)
July 31,
-----------------------
1999 1998
-------- --------
ASSETS
Cash $ 125 $ 160
Due from subsidiaries:
Advances 124,144 122,882
Subordinated notes receivable 50,000 50,000
Investment in subsidiaries - at equity 80,275 60,945
Other assets 4,393 4,979
-------- --------
TOTAL $258,937 $238,966
======== ========
LIABILITIES
Senior debt $ 12,278 $ 9,881
Accrued interest, taxes and other liabilities 3,887 3,566
Subordinated debt 97,790 102,290
-------- --------
Total liabilities 113,955 115,737
-------- --------
STOCKHOLDERS' EQUITY
Common stock 7,430 7,421
Additional paid-in capital 58,115 57,869
Warrants 29 29
Retained earnings 79,408 57,970
-------- --------
Total stockholders' equity 144,982 123,229
-------- --------
TOTAL $258,937 $238,966
======== ========
The notes hereto, the consolidated financial statements and the notes thereto
are made a part hereof.
13
Schedule I
FINANCIAL FEDERAL CORPORATION
CONDENSED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(In Thousands)
Year Ended July 31,
-----------------------------------
1999 1998 1997
------- ------- -------
Equity in earnings of subsidiaries before
income taxes $31,772 $24,907 $18,661
Gain on debt retirement 685
Interest charges to subsidiaries 12,116 7,236 5,060
------- ------- -------
Total 44,573 32,143 23,721
------- ------- -------
Expenses:
Interest expense 5,438 2,033 590
Other expenses 2,306 2,285 2,144
------- ------- -------
Total 7,744 4,318 2,734
------- ------- -------
Earnings before income taxes 36,829 27,825 20,987
Provision for income taxes 14,231 10,793 8,078
------- ------- -------
NET EARNINGS 22,598 17,032 12,909
Repurchases of common stock (1,100) (463)
Three-for-two stock split (2,461)
Retained earnings - August 1, 57,910 40,878 30,893
------- ------- -------
RETAINED EARNINGS - JULY 31, $79,408 $57,910 $40,878
======= ======= =======
The notes hereto, the consolidated financial statements and the notes thereto
are made a part hereof.
14
Schedule I
FINANCIAL FEDERAL CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(In Thousands)
Year Ended July 31,
----------------------------------
1999 1998 1997
-------- -------- --------
Net cash provided by operating activities $ 3,503 $ 1,157 $ 1,922
-------- -------- --------
Cash flows from investing activities:
Collections from (advances to) subsidiaries-net (1,262) (104,232) 8,976
Subordinated notes receivable-subsidiary (advances) (5,000)
Dividends received from subsidiary 250 200
-------- -------- --------
Net cash provided by (used in) investing
activities (1,262) (103,982) 4,176
-------- -------- --------
Cash flows from financing activities:
Commercial paper:
Proceeds 104,899 103,935 66,207
Repayments (102,502) (98,955) (66,272)
Proceeds from convertible subordinated notes (3,815) 100,000
Repurchases of subordinated debt (4,667)
Repurchases of common stock (1,721) (1,630)
Deferred debt issuance costs (2,687)
Proceeds from exercise of stock options 854 519 61
Tax benefit relating to stock options 9 56 64
-------- -------- --------
Net cash provided by (used in) financing
activities (2,276) 102,868 (6,237)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (35) 43 (139)
Cash - August 1, 160 117 256
-------- -------- --------
CASH - JULY 31, $ 125 $ 160 $ 117
======== ======== ========
Non-cash financing activities:
In 1997, the Company retired 124 common shares held as treasury stock
resulting in decreases of common stock, additional paid-in capital and
retained earnings of $62, $1,105 and $463, respectively. Additionally,
the Company authorized a three-for-two stock split effected in the form
of a stock dividend.
The notes hereto, the consolidated financial statements and the notes thereto
are made a part hereof.
15
Schedule I
FINANCIAL FEDERAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
1. Basis of Presentation:
- -------------------------
In accordance with the requirements of Regulation S-X of the Securities and
Exchange Commission, the Condensed Financial Statements of the Registrant do
not include all of the information and notes included in the consolidated
financial statements and the notes thereto.
2. Due from Subsidiaries:
- -------------------------
Advances to subsidiaries includes a $97,813 note with interest receivable
semi-annually at 6.75%. The note has a maturity date of May 1, 2005, but is
callable at any time. Other amounts advanced bore interest at weighted
average rates of 6.3% and 6.8% at July 31, 1999 and 1998, respectively.
Subordinated notes receivable are summarized as follows:
Maturity Interest rate Amount
-------------- ------------- -------
August 1, 2008 8.35% $25,000
August 1, 2008 7.85 5,000
August 1, 2008 7.70 5,000
August 1, 2008 6.90 5,000
August 1, 2008 7.50 10,000
-------
Total $50,000
=======
The subordinated notes and interest thereon are subordinated to the
subsidiary's borrowings from banks, institutional and other investors,
commercial paper investors and other debt designated by the subsidiary's Board
of Directors. Interest is receivable quarterly.
Other assets include $2,129 and $2,186 of accrued interest receivable from
subsidiaries at July 31, 1999 and 1998, respectively.
16
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
3.1 Articles of Incorporation of the Registrant *
3.2 By-laws of the Registrant *
3.3 Form of Restated and Amended By-laws of the Registrant *
3.4 Certificate of Amendment of Articles of Incorporation
dated December 9, 1998 *
3.5 Restated By-laws of the Registrant as amended through
December 30, 1998 *
4.1 Form of Variable Rate Subordinated Debentures Due
September 1, 2000 (a "Debenture") issued by Registrant *
4.6 Form of Note Agreement, dated as of April 15, 1996,
issued by Financial Federal Credit Inc. ("Credit") to
certain institutional note holders *
4.7 Form of Note Agreement dated as of July 1, 1997 issued
by Credit to certain institutional note holders *
4.8 Indenture dated January 14, 1998 for Credit's Rule 144A
Medium Term Note Program *
4.9 Indenture, dated as of April 15, 1998, between Registrant
and First National Bank of Chicago for Registrant's $100
million 4.5% Convertible Subordinated Notes due 2005 *
4.10 Registration Rights Agreement, dated as of April 24, 1998,
between Registrant and BancAmerica Robertson Stephens,
Donaldson, Lufkin & Jenrette Securities Corporation, Piper
Jaffray Inc., CIBC Oppenheimer Corporation, Friedman,
Billings, Ramsey & Co., Inc., Schroder & Co. Inc., and
Wheat, First Securities, Inc. for Registrant's $100
million 4.5% Convertible Subordinated Notes due 2005 *
4.11 Specimen 4.5% Convertible Subordinated Note Due 2005 *
4.12 Specimen Common Stock Certificate *
10.2 Form of Warrant to purchase Common Stock, as amended,
issued by the Registrant to stockholders in connection
with its initial capitalization *
10.3 Form of Warrant to purchase Common Stock issued by the
Registrant to certain of its officers *
10.8 Form of Commercial Paper Note issued by the Registrant *
10.9 Form of Commercial Paper Note issued by Credit *
10.10 Stock Option Plan of the Registrant and forms of related
stock option agreements *
10.11 Deferred Compensation Agreement dated June 1, 1992 between
Credit and Clarence Y. Palitz, Jr. *
10.12 Deferred Compensation Agreement dated June 1, 1992 between
Credit and Bernard G. Palitz *
10.13 Deferred Compensation Agreement dated January 1, 1993
between Credit and Clarence Y. Palitz, Jr. *
10.14 Deferred Compensation Agreement dated January 1, 1993
between Credit and Bernard G. Palitz. *
10.15 Deferred Compensation Agreement dated January 1, 1994
between Credit and Clarence Y. Palitz, Jr. *
10.16 Deferred Compensation Agreement dated January 1, 1994
between Credit and Bernard G. Palitz. *
10.17 Deferred Compensation Agreement dated January 1, 1995
between Credit and Bernard G. Palitz. *
10.18 Deferred Compensation Agreement dated January 1, 1995
between Credit and Clarence Y. Palitz, Jr. *
10.19 Deferred Compensation Agreement dated February 1, 1995
between Credit and Paul Sinsheimer *
10.20 Deferred Compensation Agreement dated January 1, 1996
between Credit and Clarence Y. Palitz, Jr. *
10.21 Commercial Paper Dealer Agreement, dated April 23, 1996,
between Credit and BA Securities, Inc. *
10.22 Form of Deferred Compensation Agreement with certain
officers as filed under the Top Hat Plan with the
Department of Labor *
10.23 Deferred Compensation Agreement dated December 30, 1996
between the Registrant and Clarence Y. Palitz, Jr. *
10.24 Deferred Compensation Agreement dated January 2, 1998
between the Registrant and Clarence Y. Palitz, Jr. *
10.25 1998 Stock Option Plan of the Registrant *
12.1 Computation of Debt-To-Equity Ratio 18
13.1 1999 Annual Report to Stockholders (except for the pages
and information thereof expressly incorporated by
reference in this Form 10-K, the Annual Report to
Stockholders is provided solely for the information of
the Securities and Exchange Commission and is not deemed
"filed" as part of this Form 10-K)
22.1 Subsidiaries of the Registrant 19
23.1 Consent of Independent Auditors 20
27 Financial Data Schedule (EDGAR version only)
____________
*Previously filed with the Securities and Exchange Commission as an exhibit.
17