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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 2001
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, NY 10017
(Address of principal executive offices)
(Zip code)
(212) 599-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
At June 1, 2001, 16,517,259 shares of Registrant's common stock, $.50 par
value, were outstanding.
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FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended April 30, 2001
TABLE OF CONTENTS
Part I - Financial Information Page No.
-------------------------------------------------------------------- --------
Item 1 Financial Statements
Consolidated Balance Sheet at April 30, 2001 (unaudited)
and July 31, 2000 (audited) 3
Consolidated Statement of Operations and Retained Earnings
for the three and nine months ended April 30, 2001 and
2000 (unaudited) 4
Consolidated Statement of Cash Flows for the nine months
ended April 30, 2001 and 2000 (unaudited) 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Operations and
Financial Condition 7-10
Part II - Other Information
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Item 6 Exhibits and Reports on Form 8-K 10
Signatures 11
2
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
April 30, July 31,
2001 * 2000
---------- ----------
ASSETS
Finance receivables $1,279,245 $1,137,135
Allowance for possible losses (21,176) (19,048)
---------- ----------
Finance receivables - net 1,258,069 1,118,087
Cash 10,608 6,068
Other assets 3,831 3,630
---------- ----------
TOTAL ASSETS $1,272,508 $1,127,785
========== ==========
LIABILITIES
Senior debt:
Long-term ($18,950 at April 30, 2001 and $37,073 at July 31, 2000
due to related parties) $588,611 $608,662
Short-term 325,697 182,686
Subordinated debt ($2,951 at April 30, 2001 and $4,681 at July 31, 2000
due to related parties) 93,485 93,490
Accrued interest, taxes and other liabilities 37,731 43,555
Deferred income taxes 29,869 26,969
---------- ----------
Total liabilities 1,075,393 955,362
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000,000 shares, none issued
Common stock - $.50 par value, authorized 100,000,000 shares; shares
issued: 16,473,647 (net of 136,961 treasury shares) at April 30, 2001
and 14,958,379 at July 31, 2000 8,237 7,479
Additional paid-in capital 62,262 58,785
Warrants - issued and outstanding 1,606,500 at July 31, 2000 29
Retained earnings 126,616 106,130
---------- ----------
Total stockholders' equity 197,115 172,423
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,272,508 $1,127,785
========== ==========
* Unaudited
The notes to consolidated financial statements are made a part hereof.
3
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS *
(Dollars in Thousands, Except Per Share Amounts)
Three months ended Nine months ended
April 30, April 30,
--------------------- ---------------------
2001 2000 2001 2000
-------- ------- -------- -------
Finance income $34,825 $28,194 $102,678 $80,281
Interest expense 15,886 13,027 48,981 37,211
-------- ------- -------- -------
Finance income before provision for possible
losses on finance receivables 18,939 15,167 53,697 43,070
Provision for possible losses on finance receivables 1,300 975 3,550 2,200
-------- ------- -------- -------
Net finance income 17,639 14,192 50,147 40,870
Gain on debt retirement 379 764
Salaries and other expenses (4,517) (3,405) (12,481) (9,279)
-------- ------- -------- -------
Earnings before income taxes 13,122 11,166 37,666 32,355
Provision for income taxes 5,112 4,328 14,654 12,530
-------- ------- -------- -------
NET EARNINGS 8,010 6,838 23,012 19,825
Retained earnings - beginning of period 118,606 92,395 106,130 79,408
Acquisition of treasury shares (2,526)
-------- ------- -------- -------
RETAINED EARNINGS - END OF PERIOD $126,616 $99,233 $126,616 $99,233
======== ======= ======== =======
EARNINGS PER COMMON SHARE:
Diluted $0.44 $0.39 $1.28 $1.13
======== ======= ======== =======
Basic $0.49 $0.46 $1.47 $1.33
======== ======= ======== =======
* Unaudited
The notes to consolidated financial statements are made a part hereof.
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS *
(Dollars in Thousands)
Nine Months Ended April 30, 2001 2000
---------------------------------------------------------------------------- -------- --------
Cash flows from operating activities:
Net earnings $23,012 $19,825
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for possible losses on finance receivables 3,550 2,200
Depreciation and amortization 6,680 5,434
Deferred income taxes 2,900 3,600
Gain on debt retirement (764)
(Increase) decrease in other assets (61) 692
Increase (decrease) in accrued interest, taxes and other liabilities (5,824) 8,586
-------- --------
Net cash provided by operating activities 30,257 39,573
-------- --------
Cash flows from investing activities:
Finance receivables:
Originated (533,454) (522,394)
Collected 383,578 388,310
Other (410) (369)
-------- --------
Net cash (used in) investing activities (150,286) (134,453)
-------- --------
Cash flows from financing activities:
Commercial paper:
Maturities 90 days or less - net proceeds (repayments) (195,846) 71,912
Maturities greater than 90 days:
Proceeds 123,014 64,840
Repayments (118,462) (71,501)
Bank borrowings - net proceeds (repayments) 222,400 (37,670)
Proceeds from senior term notes 128,000 65,000
Repayments of senior term notes (35,000)
Repurchases of convertible subordinated notes (3,536)
Variable rate senior notes - net proceeds (repayments) (1,146) 5,385
Proceeds from exercise of warrants 1,114
Proceeds from exercise of stock options 381 392
Other 114
-------- --------
Net cash provided by financing activities 124,569 94,822
-------- --------
NET INCREASE (DECREASE) IN CASH 4,540 (58)
Cash - beginning of period 6,068 5,544
-------- --------
CASH - END OF PERIOD $10,608 $5,486
======== ========
Supplemental disclosures of cash flow information:
Interest paid $44,460 $33,661
======== ========
Income taxes paid $14,784 $7,386
======== ========
* Unaudited
The notes to consolidated financial statements are made a part hereof.
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position at April
30, 2001 and the results of operations and cash flows of the Company for the
three and nine month periods ended April 30, 2001 and 2000. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and note disclosures included in the
Company's Annual Report on Form 10-K for the year ended July 31, 2000. The
consolidated results of operations for the three and nine month periods ended
April 30, 2001 and 2000 are not necessarily indicative of the results for the
respective full years.
NOTE 2 - DESCRIPTION OF BUSINESS
The Company is an independent financial services company providing
collateralized lending, financing and leasing services nationwide to primarily
middle-market commercial enterprises representing diverse industries such as
general construction, road and infrastructure construction and repair,
manufacturing, transportation and waste disposal. The Company lends against,
finances and leases a wide range of revenue-producing equipment such as
cranes, earthmovers, machine tools, personnel lifts, trailers and trucks.
NOTE 3 - EARNINGS PER COMMON SHARE
Earnings per common share was calculated as follows (in thousands, except per
share amounts):
Three months ended Nine months ended
April 30, April 30,
----------------- -------------------
2001 2000 2001 2000
------ ------ ------- -------
Net earnings (used for basic earnings per share) $8,010 $6,838 $23,012 $19,825
Effect of convertible securities 707 716 2,160 2,227
------ ------ ------- -------
Adjusted net earnings (used for diluted earnings
per share) $8,717 $7,554 $25,172 $22,052
====== ====== ======= =======
Weighted average common shares outstanding
(used for basic earnings per share) 16,466 14,911 15,686 14,879
Effect of dilutive securities:
Convertible subordinated notes 3,024 3,040 3,024 3,118
Warrants 1,356 725 1,374
Stock options 333 157 281 216
------ ------ ------- -------
Adjusted weighted average common shares and
assumed conversions (used for diluted
earnings per share) 19,823 19,464 19,716 19,587
====== ====== ======= =======
Net earnings per common share - Diluted $0.44 $0.39 $1.28 $1.13
===== ===== ===== =====
Net earnings per common share - Basic $0.49 $0.46 $1.47 $1.33
===== ===== ===== =====
NOTE 4 - SENIOR DEBT
At April 30, 2001, the Company had $450.0 million of committed unsecured
revolving credit facilities with various banks including $205.0 million that
expire after April 30, 2002 and $245.0 million that expire before April 30,
2002. Long-term senior debt of $588.6 million at April 30, 2001 comprised
$137.3 million of borrowings under credit facilities that expire after April
30, 2002, $67.7 million of borrowings under credit facilities that expire
before April 30, 2002 that were supported by credit facilities that expire
after April 30, 2002 and $383.6 million of term notes payable. In September
6
2000, the Company established a $200.0 million Medium Term Note Program and
issued the following notes thereunder in October 2000 and March 2001,
respectively; $38.0 million of 8.50% fixed rate term notes that mature in May
2003 and $65.0 million of 7.05% fixed rate term notes that mature in April
2004.
NOTE 5 - STOCKHOLDERS' EQUITY
In December 2000, the Company and the majority of the warrant holders amended
the warrant agreements to purchase the Company's common stock. The amendment
permitted the warrant holders to pay for the exercise of their warrants with
previously owned common stock of the Company in lieu of cash at the holders'
option.
During the quarter ended January 31, 2001, subsequent to the amendment, all of
the Company's 1,606,500 outstanding warrants were exercised. The total
proceeds to the Company were $4.5 million (1,125,000 warrants at an exercise
price of $2.83 per warrant and 481,500 warrants at an exercise price of $2.72
per warrant). The Company received $1.1 million and 136,961 shares of its
common stock at an average market value of $24.70 per share. As a result of
receiving 136,961 shares, the amount available under the Company's Stock and
Convertible Debenture Repurchase Program decreased to $6.6 million. At April
30, 2001, the Company held the 136,961 shares in treasury.
In February 2001, the Company adopted a Management Incentive Plan for its
Chief Executive Officer. The plan provides for awards of restricted stock and
payments of performance bonuses that are both contingent upon the Company
attaining certain operating results. The plan is subject to shareholder
approval in December 2001.
In February 2001, the Company awarded 55,500 shares of restricted stock to
certain of its senior officers. The shares vest ratably over four years from
the date granted.
NOTE 6 - RELATED PARTY DEBT
Related party debt decreased during the first nine months of fiscal 2001
primarily because certain holders of the Company's senior and subordinated
debt ceased to be classified as related parties due to changes in stock
ownership and the passing of the Company's then Chairman of the Board in
November 2000.
NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS
In August 2000, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" and SFAS No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities." These Statements require the fair value of
derivatives to be recorded as assets or liabilities. Gains or losses
resulting from changes in the fair values of derivatives are accounted for
depending on the purpose of the derivatives and whether they qualify for hedge
accounting treatment. The adoption of SFAS 133 and SFAS 138 did not have a
material effect on the Company's earnings or financial position.
PART I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Comparison of three months ended April 30, 2001 to three months ended April
30, 2000
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Finance income increased by 24% to $34.8 million in the third quarter of
fiscal 2001 from $28.2 million in the third quarter of fiscal 2000. The
increase was primarily due to the 21%, or $219 million, increase in average
finance receivables outstanding to $1.263 billion in the third quarter of
fiscal 2001 from $1.044 billion in the third quarter of fiscal 2000 and higher
yields obtained on new receivables as a result of increases in market interest
rates during May 2000 through December 2000. Finance receivables booked in
the third quarter of fiscal 2001 and fiscal 2000 were $190 million and $186
million, respectively.
7
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 22% to $15.9 million in the third quarter of fiscal 2001 from
$13.0 million in the third quarter of fiscal 2000. The increase was primarily
due to the 22% increase in average debt outstanding in the third quarter of
fiscal 2001 from the third quarter of fiscal 2000 and the $135.0 million
increase in fixed rate term debt since April 30, 2000, partially offset by
decreases in the cost of the Company's short term and variable rate debt as a
result of lower average market interest rates in the third quarter of fiscal
2001 from the third quarter of fiscal 2000.
Finance income before provision for possible losses on finance receivables
increased by 25% to $18.9 million in the third quarter of fiscal 2001 from
$15.2 million in the third quarter of fiscal 2000. Finance income before
provision for possible losses expressed as an annualized percentage of average
finance receivables outstanding ("net interest margin") increased to 6.2% in
the third quarter of fiscal 2001 from 5.9% in the third quarter of fiscal
2000. The increase was primarily due to the increase in the yield on the
Company's finance receivables and the decrease in the cost of the Company's
short term and variable rate debt, partially offset by higher rates incurred
on the additional $135.0 million of fixed rate term debt.
The provision for possible losses on finance receivables increased by 33% to
$1.3 million in the third quarter of fiscal 2001 from $975,000 in the third
quarter of fiscal 2000. The provision for possible losses is determined by
the amount required to increase the allowance for possible losses to a level
that management considers appropriate. The allowance for possible losses was
$21.2 million, or 1.66% of finance receivables at April 30, 2001, compared to
$19.0 million, or 1.68% of finance receivables, at July 31, 2000 and $18.1
million, or 1.68% of finance receivables, at April 30, 2000. The allowance is
periodically reviewed by the Company's management and is estimated based on
total finance receivables, net credit losses incurred and management's current
assessment of the risks inherent in the Company's finance receivables from
national and regional economic conditions, industry conditions,
concentrations, the financial condition of counterparties and other factors.
Future additions to the allowance may be necessary based on changes in these
factors.
Net credit losses (write-downs of finance receivables less subsequent
recoveries) were $586,000 and $164,000 in the third quarter of fiscal 2001 and
2000, respectively. Net credit losses expressed as an annualized percentage
of average finance receivables outstanding ("loss ratio") was 0.19% and 0.06%
in the third quarter of 2001 and 2000, respectively. Finance receivables on
non-accrual (income recognition has been suspended) were $28.8 million, or
2.2% of total finance receivables, at April 30, 2001, compared to $16.2
million, or 1.4% of total finance receivables, at July 31, 2000 and $14.2
million, or 1.3% of total finance receivables, at April 30, 2000. Delinquent
finance receivables (receivables with a contractual payment more than 60 days
past due) were $29.4 million, or 2.3% of total finance receivables, at April
30, 2001, compared to $17.3 million, or 1.5% of total finance receivables, at
July 31, 2000 and $15.4 million, or 1.4% of total finance receivables, at
April 30, 2000. The Company's non-accruing and delinquent finance receivables
and net credit losses have been increasing, and could continue to do so,
although their current and expected levels are within industry standards.
Salaries and other expenses increased by 33% to $4.5 million in the third
quarter of fiscal 2001 from $3.4 million in the third quarter of fiscal 2000.
The increase was primarily due to the increase in the number of marketing and
administrative employees, salary increases and, to a lesser extent, additional
costs incurred relating to the increased number of delinquent accounts. In
addition, the Company relocated its Phoenix, Arizona operations center to
Irvine, California.
Net earnings increased by 17% to $8.0 million in the third quarter of fiscal
2001 from $6.8 million in the third quarter of fiscal 2000. Diluted earnings
per share increased by 13% to $0.44 per share in the third quarter of fiscal
2001 from $0.39 per share in the third quarter of fiscal 2000 and basic
earnings per share increased by 7% to $0.49 per share in the third quarter of
fiscal 2001 from $0.46 per share in the third quarter of fiscal 2000. The
increase in diluted earnings per share was lower than the increase in net
earnings primarily due to the effect that the convertible subordinated notes
have on the diluted earnings per share calculation and the 40% increase in the
average price of the Company's common stock in the third quarter of fiscal
2001 from the third quarter of fiscal 2000. The increase in basic earnings
per share was lower than the increase in net earnings primarily due to the
increase in the number of outstanding shares of the Company's common stock
resulting from the exercise of the Company's 1,606,500 warrants in the second
quarter of fiscal 2001.
In the third quarter of fiscal 2000, the Company repurchased $2.0 million
principal amount of its convertible subordinated notes for $1.6 million.
Excluding the net after tax gain on this retirement of debt, net earnings
8
increased by 22%, diluted earnings per share increased by 16% and basic
earnings per share increased by 11% in the third quarter of fiscal 2001 from
the third quarter of fiscal 2000.
Comparison of nine months ended April 30, 2001 to nine months ended April 30,
2000
-----------------------------------------------------------------------------
Finance income increased by 28% to $102.7 million in the first nine months of
fiscal 2001 from $80.3 million in the first nine months of fiscal 2000. The
increase was primarily due to the 21%, or $213 million, increase in average
finance receivables outstanding to $1.214 billion in the first nine months of
fiscal 2001 from $1.001 billion in the first nine months of fiscal 2000 and
higher yields obtained on new receivables and on variable rate receivables as
a result of increases in market interest rates during May 2000 through
December 2000. Finance receivables booked in the first nine months of fiscal
2001 and fiscal 2000 were $533 million and $522 million, respectively.
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 32% to $49.0 million in the first nine months of fiscal 2001 from
$37.2 million in the first nine months of fiscal 2000. The increase was
primarily due to the 22% increase in average debt outstanding in the first
nine months of fiscal 2001 from the first nine months of fiscal 2000, the
$135.0 million increase in fixed rate term debt since April 30, 2000 and
increases in the cost of the Company's short term and variable rate debt as a
result of higher average market interest rates in the first nine months of
fiscal 2001 from the first nine months of fiscal 2000 (market interest rates
started to decline in January 2001).
Finance income before provision for possible losses on finance receivables
increased by 25% to $53.7 million in the first nine months of fiscal 2001 from
$43.1 million in the first nine months of fiscal 2000. The net interest
margin increased to 5.9% in the first nine months of fiscal 2001 from 5.7% in
the first nine months of fiscal 2000. The increase was primarily due to the
increase in the yield on the Company's finance receivables, partially offset
by the increase in the cost of the Company's short term and variable rate debt
and higher rates incurred on the additional $135.0 million of fixed rate term
debt.
The provision for possible losses on finance receivables increased by 61% to
$3.6 million in the first nine months of fiscal 2001 from $2.2 million in the
first nine months of fiscal 2000. Net credit losses were $1.4 million and
$317,000 in the first nine months of fiscal 2001 and 2000, respectively. The
loss ratio was 0.16% and 0.04% in the first nine months of 2001 and 2000,
respectively.
Salaries and other expenses increased by 35% to $12.5 million in the first
nine months of fiscal 2001 from $9.3 million in the first nine months of
fiscal 2000. The increase was primarily due to the increase in the number of
marketing and administrative employees, salary increases and, to a lesser
extent, additional costs incurred relating to the increased number of
delinquent accounts. In addition, the Company relocated its Phoenix, Arizona
operations center to Irvine, California.
Net earnings increased by 16% to $23.0 million in the first nine months of
fiscal 2001 from $19.8 million in the first nine months of fiscal 2000.
Diluted earnings per share increased by 13% to $1.28 per share in the first
nine months of fiscal 2001 from $1.13 per share in the first nine months of
fiscal 2000 and basic earnings per share increased by 11% to $1.47 per share
in the first nine months of fiscal 2001 from $1.33 per share in the first nine
months of fiscal 2000. The increase in diluted earnings per share was lower
than the increase in net earnings primarily due to the effect that the
convertible subordinated notes have on the diluted earnings per share
calculation and the 20% increase in the average price of the Company's common
stock in the first nine months of fiscal 2001 from the first nine months of
fiscal 2000. The increase in basic earnings per share was lower than the
increase in net earnings primarily due to the increase in the number of
outstanding shares of the Company's common stock resulting from the exercise
of the Company's 1,606,500 warrants in the second quarter of fiscal 2001.
In the first nine months of fiscal 2000, the Company repurchased $4.3 million
principal amount of its convertible subordinated notes for $3.5 million.
Excluding the net after tax gain on this retirement of debt, net earnings
increased by 19%, diluted earnings per share increased by 16% and basic
earnings per share increased by 13% in the first nine months of fiscal 2001
from the first nine months of fiscal 2000.
9
LIQUIDITY AND CAPITAL RESOURCES
The Company is dependent upon the continued availability of funds to originate
or acquire finance receivables and to purchase portfolios of finance
receivables. The Company may obtain required funds from a variety of sources,
including operating cash flow, dealer placed and directly issued commercial
paper, borrowings under committed unsecured revolving credit facilities,
private and public issuances of term debt and securitizations, and sales of
common and preferred equity. Management believes, but cannot assure, that the
Company has available sufficient liquidity to support its future operations.
The Company issues investment grade commercial paper directly and through a
$350.0 million program with recognized dealers. Commercial paper outstanding
at April 30, 2001 was $144.5 million; a decrease of $191.3 million from the
amount outstanding at July 31, 2000. Commencing December 2000, the Company
has increased its borrowings under committed unsecured revolving bank credit
facilities and reduced its outstanding commercial paper in order to vary the
maturities and lower the cost of its short term debt. The Company's
commercial paper is unsecured and matures within 270 days. Increases in
commercial paper are generally offset by decreases in bank and other
borrowings, and vice versa. The Company's current policy is to maintain
committed revolving credit facilities from banks so that the aggregate amount
available thereunder exceeds commercial paper outstanding.
At April 30, 2001, the Company had $450.0 million of committed unsecured
revolving credit facilities with various banks including $205.0 million that
expire after one year and $245.0 million that expire within one year. At
April 30, 2001, the Company had $137.3 million of borrowings outstanding under
credit facilities expiring after one year and $129.0 million of borrowings
outstanding under credit facilities expiring within one year.
In September 2000, the Company established a $200.0 million Medium Term Note
Program and issued the following notes thereunder in October 2000 and March
2001, respectively; $38.0 million of 8.50% fixed rate term notes that mature
in May 2003 and $65.0 million of 7.05% fixed rate term notes that mature in
April 2004. At April 30, 2001, $97.0 million was available under the program
for future issuances.
FORWARD-LOOKING STATEMENTS
Certain statements in this document including the words or phrases "can be,"
"expects," "may affect," "may depend," "believes," "estimate," "project,"
"could," and similar words and phrases 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. Such forward-looking statements
are subject to various known and unknown risks and uncertainties and the
Company cautions you that any forward-looking information provided by or on
its behalf is not a guarantee of future performance. The Company's actual
results could differ materially from those anticipated by such forward-looking
statements due to a number of factors, some of which are beyond the Company's
control, including, without limitation, (i) the ability to obtain funding on
acceptable terms, (ii) changes in the risks inherent in the Company's
receivables portfolio and the adequacy of the Company's reserves, (iii)
changes in market interest rates, (iv) changes in economic, financial, and
market conditions, (v) changes in competitive conditions and (vi) the loss of
key executives or personnel. Forward-looking statements apply only as of the
date made and the Company is not required to update forward-looking statements
for subsequent or unanticipated events or circumstances.
PART II
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.27 2001 Management Incentive Plan for the Chief Executive
Officer of the Registrant
10.28 Form of Restricted Stock Agreement between the Registrant
and its Chief Executive Officer
10.29 Form of Restricted Stock Agreement between the Registrant
and certain senior officers
(b) Reports on Form 8-K
None.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
----------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Hamm
----------------------------
Controller and Assistant
Treasurer (Principal
Accounting Officer)
June 8, 2001
--------------
(Date)
11
INDEX TO EXHIBITS
Exhibit No. Exhibits
----------- ---------------------------------------------------------------
10.27 2001 Management Incentive Plan for the Chief Executive Officer
of the Registrant
10.28 Form of Restricted Stock Agreement between the Registrant and
its Chief Executive Officer
10.29 Form of Restricted Stock Agreement between the Registrant and
certain senior officers
12