UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-Q (Mark One ) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from _______________ to _______________ Commission File No. 0-12553 PACCAR FINANCIAL CORP. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Washington 91-6029712 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identiciation No.) incorporation or organization) 777 - 106th Avenue N.E., Bellevue, Washington 98004 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (206) 462-4100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report) 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 periods 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 145,000 shares at April 30, 1997. THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF PACCAR INC AND MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (I)(1)(a) AND (b) OF FORM 10-Q AND IS, THEREFORE, FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. Item 1 FINANCIAL STATEMENTS PACCAR Financial Corp. STATEMENTS OF INCOME AND RETAINED EARNINGS (Thousands of Dollars) Three Months Ended March 31 1997 1996 - -------------------------------------------------------------------------------- (Unaudited) Interest and other income $44,402 $43,783 Rentals on operating leases 2,520 3,080 - -------------------------------------------------------------------------------- TOTAL FINANCE INCOME 46,922 46,863 Interest expense 24,608 24,675 Other borrowing expense 447 475 Depreciation expense related to operating leases 2,006 2,474 - -------------------------------------------------------------------------------- TOTAL FINANCE EXPENSES 27,061 27,624 FINANCE MARGIN 19,861 19,239 Insurance premiums earned 1,395 1,332 Insurance claims and underwriting expenses 1,034 950 - -------------------------------------------------------------------------------- INSURANCE MARGIN 361 382 Selling, general & administrative expenses 5,994 6,094 Provision for losses on receivables 1,484 375 - -------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 12,744 13,152 - -------------------------------------------------------------------------------- Federal and state income taxes 4,962 5,117 - -------------------------------------------------------------------------------- NET INCOME 7,782 8,035 - -------------------------------------------------------------------------------- Retained earnings at beginning of period 257,941 229,015 Cash dividends paid (2,654) (2,933) - -------------------------------------------------------------------------------- RETAINED EARNINGS AT END OF PERIOD $263,069 $234,117 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Earnings per share and dividends per share are not reported because the Company is a wholly-owned subsidiary of PACCAR Inc. See notes to financial statements. -2- PACCAR Financial Corp. BALANCE SHEETS (Thousands of Dollars) March 31 December 31 1997 1996* - -------------------------------------------------------------------------------- (Unaudited) ASSETS Cash $10,582 $13,154 Net finance and other receivables 2,090,061 2,095,961 Allowance for losses (35,970) (36,000) - -------------------------------------------------------------------------------- 2,054,091 2,059,961 - -------------------------------------------------------------------------------- Equipment on operating leases, net of allowance for depreciation of $18,056 (1996--$18,628) 30,807 35,016 Other assets 14,993 12,481 - -------------------------------------------------------------------------------- TOTAL ASSETS $2,110,473 $2,120,612 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LIABILITIES Accounts payable and accrued expenses $32,839 $56,092 Payable for finance receivables acquired 6,857 27,734 Commercial paper and other short term borrowings 721,946 699,616 Medium-term notes 963,000 964,000 Income taxes - current and deferred 65,536 60,117 - -------------------------------------------------------------------------------- TOTAL LIABILITIES 1,790,178 1,807,559 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- STOCKHOLDER'S EQUITY Preferred stock, par value $100 per share 6% noncumulative and nonvoting 450,000 shares authorized, 310,000 shares issued and outstanding 31,000 31,000 Common stock, par value $100 per share 200,000 shares authorized, 145,000 shares issued and outstanding 14,500 14,500 Paid in capital 11,726 9,612 Retained earnings 263,069 257,941 - -------------------------------------------------------------------------------- TOTAL STOCKHOLDER'S EQUITY 320,295 313,053 - -------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $2,110,473 $2,120,612 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- *The December 31, 1996 Balance Sheet has been derived from audited financial statements. See notes to financial statements. -3- PACCAR Financial Corp. STATEMENTS OF CASH FLOWS (Thousands of Dollars) Three Months Ended March 31 1997 1996 - -------------------------------------------------------------------------------- (Unaudited) OPERATING ACTIVITIES: Net income $7,782 $8,035 Items included in net income not affecting cash: Provision for losses on receivables 1,484 375 Decrease in deferred taxes payable (2,763) (3,653) Depreciation and amortization 3,202 3,531 Decrease in payables, income taxes and other (8,032) (6,164) - -------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,673 2,124 - -------------------------------------------------------------------------------- INVESTING ACTIVITIES: Finance and other receivables acquired (280,560) (281,918) Collections on finance and other receivables 238,396 227,488 Net decrease in wholesale receivables 13,753 22,259 Proceeds from disposal of equipment 3,375 4,388 - -------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (25,036) (27,783) - -------------------------------------------------------------------------------- FINANCING ACTIVITIES: Net increase in commercial paper and other short term borrowings 22,331 12,839 Proceeds from medium-term notes 105,000 125,000 Payments of medium-term notes (106,000) (110,500) Additions to paid in capital 2,114 1,240 Payment of cash dividend (2,654) (2,933) - -------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 20,791 25,646 - -------------------------------------------------------------------------------- NET DECREASE IN CASH (2,572) (13) CASH AT BEGINNING OF PERIOD 13,154 5,967 - -------------------------------------------------------------------------------- CASH AT END OF PERIOD $10,582 $5,954 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- See notes to financial statements. -4- PACCAR Financial Corp. NOTES TO FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in PACCAR Financial Corp.'s (the "Company") Annual Report on Form 10-K for the year ended December 31, 1996. NOTE B--TRANSACTIONS WITH PACCAR INC The Company has a Support Agreement with PACCAR Inc which requires, among other provisions, that PACCAR Inc provide financial assistance as necessary to assure that the ratio of earnings to fixed charges (as defined) of the Company will not fall below a level of 1.25 to 1 for a full fiscal year. The ratio for the three-month period ended March 31, 1997 was 1.60 to 1 (see Exhibit 12.2). PACCAR Inc charges the Company for certain administrative services it provides. These costs are charged to the Company based upon the Company's specific use of the services and PACCAR Inc's cost. Management considers these charges reasonable and not significantly different from the costs that would be incurred if the Company were on a stand-alone basis. In lieu of payment, PACCAR Inc recognizes certain of these administrative services as an additional investment in the Company. The Company records the investment as paid-in capital. The Company pays a dividend to PACCAR Inc for the paid-in capital invested in the prior year. Cash dividends of $2.7 million and $2.9 million were paid to PACCAR Inc in the quarters ended March 31, 1997 and 1996, respectively. Occasionally, the Company borrows funds from PACCAR Inc and makes market-rate, short-term loans to PACCAR Inc. At March 31, 1997 and 1996, the Company had no outstanding loans from or to PACCAR Inc. NOTE C--PREFERRED STOCK The Company's Articles of Incorporation provide that the 6% noncumulative, nonvoting preferred stock (100% owned by PACCAR Inc) is redeemable only at the option of the Company's Board of Directors. -5- Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The finance margin improved to $19.9 million from $19.2 million in 1996 due to slightly higher (1%) average receivables and a higher margin rate on the receivables. Although rate competition remains intense for new business, the margin rate improved due to reduced financial leverage of the Company. Selling, general and administrative expenses declined 2% from the 1996 level because of ongoing cost controls. The provision for losses increased from $.4 million in 1996 to $1.5 million in 1997 as a result of higher net credit losses. Accounts past due over 30 days for the Company have increased to 2.4% from 1.5% and 1.7% at March 31, 1996, and December 31, 1996, respectively. Both the higher past dues ratios and higher credit losses in 1997 reflected a more difficult operating environment, particularly in the used truck market. While credit losses have increased in 1997, losses as a ratio to average receivables outstanding remain low in comparison to historic trends. At March 31, 1997, the allowance for losses was 1.70% of earning assets compared to 1.70% at December 31, 1996 and 1.72% at March 31, 1996. The level of the allowance reflects the risks inherent in the financing of commercial highway transportation equipment. As a result of the foregoing factors, net income for the first quarter of 1997 declined to $7.8 million from $8.0 million for the first quarter of 1996. LIQUIDITY AND CAPITAL RESOURCES During first quarter 1997, the Company funded its portfolio growth primarily through the issuance of commercial paper, which increased $22.3 million from December 1996. Cash decreased due principally to the timing of month-end payments. In order to minimize exposure to fluctuations in interest rates, the Company seeks to borrow funds or enter into interest rate contracts with interest rate characteristics similar to the characteristics of its receivables and leases. Other considerations which affect the Company's funding operations include the amount of fixed and variable rate receivables, the maturity schedule of existing debt, the availability of desired debt maturities and the level of interest rates. As of March 31, 1997, the Company and PACCAR Inc together maintained unused bank lines of credit of $445 million which are largely used to support the Company's commercial paper borrowings. Other information on liquidity and sources of capital as presented in the Company's 1996 Annual Report on Form 10-K continues to be relevant. PART II--OTHER INFORMATION Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits filed as part of this report are listed in the accompanying Exhibit Index. (b) There were no reports on Form 8-K for the quarter ended March 31, 1997. -6- PACCAR Financial Corp. 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. PACCAR Financial Corp. (Registrant) Date: May 9, 1997 BY: /S/T. R. Morton ----------------------------- T. R. Morton President (Authorized Officer) BY: /S/ M. T. Barkley ----------------------------- M. T. Barkley Controller (Chief Accounting Officer) -7- PACCAR Financial Corp. EXHIBIT INDEX 3.1 Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K dated March 26, 1985. Amendment incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q dated August 13, 1985, File Number 0-12553). 3.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 10 dated October 20, 1983, File Number 0-12553). 4.1 Indenture for Senior Debt Securities dated as of December 1, 1983 and first Supplemental Indenture dated as of June 19, 1989 between the Company and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K dated March 26, 1984, File Number 0-12553 and Exhibit 4.2 to the Company's Registration Statement on Form S-3 dated June 23, 1989, Registration Number 33-29434). 4.3 Forms of Medium-Term Note, Series F (incorporated by reference to Exhibits 4.3A, 4.3B and 4.3C to the Company's Registration Statement on Form S-3 dated May 26, 1992, Registration Number 33-48118). Form of Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series F (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated May 26, 1992, Registration Number 33-48118). 4.4 Forms of Medium-Term Note, Series G (incorporated by reference to Exhibits 4.3A and 4.3B to the Company's Registration Statement on Form S-3 dated December 8, 1993, Registration Number 33-51335). Form of Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series G (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated December 8, 1993, Registration Number 33-51335). 4.5 Forms of Medium-Term Note, Series H (incorporated by reference to Exhibits 4.3A and 4.3B to the Company's Registration Statement on Form S-3 dated March 11, 1996, Registration Number 333-01623). Form of Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series H (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated March 11, 1996, Registration Number 333-01623). 10.1 Support Agreement between the Company and PACCAR Inc dated as of June 19, 1989 (incorporated by reference to Exhibit 28.1 to the Company's Registration Statement on Form S-3 dated June 23, 1989, Registration Number 33-29434). 12.1 Statement re computation of ratio of earnings to fixed charges of the Company pursuant to SEC reporting requirements for the three-month periods ended March 31, 1997 and 1996. 12.2 Statement re computation of ratio of earnings to fixed charges of the Company pursuant to the Support Agreement with PACCAR Inc for the three-month periods ended March 31, 1997 and 1996. -8- PACCAR Financial Corp. EXHIBIT INDEX 12.3 Statement re computation of ratio of earnings to fixed charges of PACCAR Inc and subsidiaries pursuant to SEC reporting requirements for the three-month periods ended March 31, 1997 and 1996. 27 Financial Data Schedule for Article 5 of Regulation S-X, Item 601(c) for the three-month period ended March 31, 1997. Other exhibits listed in Item 601 of Regulation S-K are not applicable. -9-