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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended January 31, 2003

 

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from                       to                      

 

 

 

Commission File Number 0-26686

 

First Investors Financial Services Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Texas

 

76-0465087

(State or Other Jurisdiction of Incorporation
or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

675 Bering Drive, Suite 710
Houston, Texas

 

77057

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

(713) 977-2600

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes
o No ý.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Shares Outstanding At
February  28, 2003

 

Common Stock - $.001 Par Value

 

5,026,269

 

 

 



 

FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.

AND SUBSIDIARIES

 

FORM 10-Q

 

JANUARY 31, 2003

 

TABLE OF CONTENTS

 

Part I

Financial Information

 

 

 

Item 1.

Financial Statements

 

 

 

Consolidated Balance Sheets as of April 30, 2002 and January 31, 2003

 

 

 

Consolidated Statements of Operations for the Three Months and Nine Months Ended January 31, 2002 and 2003

 

 

 

Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the Nine Months Ended January 31, 2003

 

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2002 and 2003

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

Part II

Other Information

 

 

 

Item 6.

Exhibits and Reports On Form 8-K

 

 

Signatures

 

 

Certifications

 

2



 

FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS — APRIL 30, 2002 AND JANUARY 31, 2003

 

 

 

April 30,
2002

 

January 31,
2003

 

 

 

(Audited)

 

(Unaudited)

 

ASSETS

 

 

 

 

 

Receivables Held for Investment, net

 

$

215,242,832

 

$

229,193,670

 

Receivables Acquired for Investment, net

 

9,019,906

 

3,725,323

 

Cash and Short-Term Investments, including restricted cash of $23,409,146 and $23,217,830

 

23,994,873

 

24,559,416

 

Accrued Interest Receivable

 

3,309,916

 

3,412,961

 

Assets Held for Sale

 

1,314,919

 

1,153,184

 

Other Assets:

 

 

 

 

 

Funds held under reinsurance agreement

 

3,434,907

 

3,951,640

 

Deferred financing costs and other assets, net of accumulated amortization and depreciation of $4,468,636 and $5,042,115

 

4,543,743

 

5,006,822

 

Current income taxes receivable

 

1,403,472

 

936,312

 

Deferred income taxes receivable

 

529,646

 

495,907

 

Interest rate derivative positions

 

3,119,200

 

4,710,552

 

Total assets

 

$

265,913,414

 

$

277,145,787

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Debt:

 

 

 

 

 

Warehouse credit facilities

 

$

31,213,433

 

$

131,231,981

 

Term Notes

 

183,259,784

 

100,303,596

 

Acquisition term facility

 

3,670,765

 

60,487

 

Working capital facility

 

11,798,520

 

9,990,074

 

Other borrowings

 

525,000

 

746,280

 

Other Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

2,041,980

 

1,331,870

 

Interest rate derivative positions

 

5,885,940

 

6,214,682

 

Total liabilities

 

238,395,422

 

249,878,970

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

Minority Interest

 

931,558

 

1,060,482

 

Shareholders’ Equity:

 

 

 

 

 

Common stock, $0.001 par value, 10,000,000 shares authorized, 5,566,669 shares issued; 5,396,669 outstanding at April 30, 2002 and 5,026,269 outstanding at January 31, 2003

 

5,567

 

5,567

 

Additional paid-in capital

 

18,678,675

 

18,678,675

 

Retained earnings

 

10,149,078

 

10,401,693

 

Accumulated other comprehensive loss – unrealized derivative gains (losses), net of taxes

 

(1,731,886

)

(1,103,735

)

Less, treasury stock, at cost, 170,000 and 540,400 shares

 

(515,000

)

(1,775,865

)

Total shareholders’ equity

 

26,586,434

 

26,206,335

 

Total liabilities and shareholders’ equity

 

$

265,913,414

 

$

277,145,787

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3



 

FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months and Nine Months Ended January 31, 2002 and 2003

(Unaudited)

 

 

 

For the Three Months
Ended January 31,

 

For the Nine Months
Ended January 31,

 

 

 

2002

 

2003

 

2002

 

2003

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

$

9,094,845

 

$

8,415,164

 

$

29,177,483

 

$

25,071,690

 

Interest Expense

 

2,817,377

 

2,486,052

 

10,543,402

 

8,061,621

 

Net interest income

 

6,277,468

 

5,929,112

 

18,634,081

 

17,010,069

 

Provision for Credit Losses

 

2,474,025

 

2,814,888

 

6,177,825

 

7,453,438

 

Loss on Receivables Acquired for Investment

 

1,260,000

 

 

1,260,000

 

 

Net Interest Income After Provision for Credit Losses

 

2,543,443

 

3,114,224

 

11,196,256

 

9,556,631

 

Other Income:

 

 

 

 

 

 

 

 

 

Late fees and other

 

408,715

 

499,093

 

1,391,901

 

1,181,523

 

Servicing income

 

 

222,024

 

 

222,024

 

Unrealized loss on interest rate derivative positions

 

(9,981

)

(40,482

)

(109,917

)

(162,920

)

Total other income

 

398,734

 

680,635

 

1,281,984

 

1,240,627

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

2,063,247

 

2,101,398