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 the quarterly period ended March 31, 1998
OR
[ ] 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 0-27550
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FIRSTPLUS Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 75-2561085
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Viceroy, Dallas, Texas 75235
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(Address of principal executive offices)
(Zip Code)
(214) 599-6400
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(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 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
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There were 37,424,924 shares of voting common stock and 690,990 shares of
non-voting common stock, $.01 par value, outstanding as of April 30, 1998.
FIRSTPLUS FINANCIAL GROUP, INC.
INDEX TO FORM 10-Q
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Consolidated Balance Sheets -
September 30, 1997, and March 31, 1998 (Unaudited)......................... 3
Consolidated Statements of Income-(Unaudited)
Three Months Ended March 31, 1997 and March 31, 1998....................... 4
Condensed Consolidated Statements of Stockholders' Equity-(Unaudited)
Three Months Ended March 31, 1997 and March 31, 1998....................... 5
Consolidated Statements of Cash Flows-(Unaudited)
Three Months Ended March 31, 1997 and March 31, 1998....................... 6
Notes to Consolidated Financial Statements-(Unaudited)........................ 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................. 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................ 15
Item 2. Changes in Securities........................................................ 15
Item 3. Defaults Upon Senior Securities.............................................. 15
Item 4. Submission of Matters to a Vote of Security Holders.......................... 15
Item 5. Other Information............................................................ 15
Item 6. Exhibits and Reports on Form 8-K............................................. 15
SIGNATURE .................................................................................. 15
2
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS
SEPTEMBER 30, MARCH 31,
1997 1998
---- ----
(UNAUDITED)
Cash and cash equivalents $ 94,978 $ 62,213
Securities, available for sale 40,995 16,171
Loans held for sale, net 1,400,446 1,761,041
Investment in securitized loans 190,861 -
Subordinated certificates held for sale 18,047 18,047
Interest only strips, net 456,123 512,388
Servicing assets 40,516 66,924
Receivable from trusts 138,816 211,980
Other assets 66,424 88,996
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Total assets $2,447,206 $2,737,760
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---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 44,445 $ 35,164
Warehouse and repurchase agreements 1,238,156 1,443,763
Term lines 211,751 317,766
Time deposits 120,025 226,929
Bonds 174,088 -
Convertible subordinated notes 69,920 69,920
Notes payable and other borrowings 39,321 40,222
Deferred tax liabilities, net 119,355 138,147
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Total liabilities 2,017,061 2,271,911
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Commitments and contingencies
Stockholders' equity:
Preferred stock, non-voting, $1.00 par value,
8% cumulative dividend
Authorized shares - Series A - 300;
Series B - 2,300
Issued and outstanding shares -
Series A and Series B - none - -
Common stock, $0.01 par value:
Authorized shares - 100,000
Issued and outstanding shares - 36,580-1997
and 37,252-1998 366 373
Common stock, non-voting, $0.01 par value:
Authorized shares - 25,000
Issued and outstanding shares - 691 -
1997 and 1998 7 7
Additional capital 216,881 221,172
Unrealized gains on available for sale
securities, net 20,253 20,145
Retained earnings 192,638 224,152
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Total stockholders' equity 430,145 465,849
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Total liabilities and stockholders' equity $2,447,206 $2,737,760
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See accompanying notes
3
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
------------------------------
1997 1998
---- ----
Revenues:
Gain on securitized loan sales, net $ 66,940 $ 38,357
Gain on whole loan sales 8,219 4,947
Interest income 34,601 66,973
Interest only strips interest income 2,700 23,820
Origination income 11,520 32,086
Servicing income 3,855 11,138
Insurance income - 2,976
Other income 1,331 2,839
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Total revenues 129,166 183,136
Expenses:
Salaries and employee benefits expense 22,385 35,602
Interest expense 20,635 35,973
Other operating expenses 24,123 61,254
Provision for possible credit losses 12,747 18,314
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Total expenses 79,890 151,143
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Income before income taxes 49,276 31,993
Provision for income taxes (18,725) (12,157)
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Net income $ 30,551 $ 19,836
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--------- ---------
Weighted average common shares 33,986 37,882
--------- ---------
--------- ---------
Basic earnings per share $ 0.90 $ 0.52
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--------- ---------
Weighted average common shares -
assuming dilution 39,803 43,282
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Diluted earnings per share $ 0.79 $ 0.48
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See accompanying notes
4
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Accumulated
Common Common other
Preferred stock, stock, non- Additional Retained comprehensive
stock voting voting capital earnings income Total
--------- ------ ---------- ---------- ------------- ------------- --------
Balance at December 31, 1997 $ - $371 $ 7 $219,329 $204,316 $19,262 $443,285
Comprehensive income:
Net income 19,836
Other comprehensive income:
Change in unrealized gain
on available for sale securities,
net of reclassification amount 883
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Total comprehensive income 20,719
Issuance of common stock 2 1,843 1,845
----- ---- ---- -------- -------- ------- --------
Balance at March 31, 1998 $ -- $373 $ 7 $221,172 $224,152 $20,145 $465,849
----- ---- ---- -------- -------- ------- --------
----- ---- ---- -------- -------- ------- --------
Accumulated
Common Common other
Preferred stock, stock, non- Additional Retained comprehensive
stock voting voting capital earnings income Total
--------- ------ ---------- ---------- ------------- ------------- --------
Balance at December 31, 1996 $ - $256 $ 44 $ 88,379 $ 69,511 $ (63) $158,127
Acquisition 11 2,781 (2,617) 175
Comprehensive income:
Net income 30,551
Other comprehensive income:
Change in unrealized gain
on available for sale securities,
net of reclassification amount 7,171
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Total comprehensive income 37,722
Conversion of non-voting to voting 16 (16) --
Issuance of common stock 42 123,253 123,295
----- ---- ---- -------- -------- ------- --------
Balance at March 31, 1997 $ -- $325 $ 28 $214,413 $ 97,445 $ 7,108 $319,319
----- ---- ---- -------- -------- ------- --------
----- ---- ---- -------- -------- ------- --------
See accompanying notes
5
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
----------------------------------
1997 1998
---- ----
OPERATING ACTIVITIES:
Net income $ 30,551 $ 19,836
Operating activities:
Provision for possible credit losses 12,747 18,314
Depreciation and amortization 653 3,726
Gain on sales of loans (75,159) (43,304)
Changes in operating assets and liabilities:
Interest only strip and servicing
asset amortization 13,027 45,066
Loans originated or acquired (972,678) (1,286,709)
Principal collected and proceeds
from sale of loans 692,919 1,283,025
Interest only strips, net (28,024) (56,154)
Receivable from trusts (27,124) (40,374)
Other assets (3,873) (8,192)
Accounts payable and accrued expenses 2,802 3,157
Deferred tax liability 15,858 13,713
Other 534 (3,555)
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NET CASH USED IN OPERATING ACTIVITIES (337,767) (51,451)
INVESTING ACTIVITIES:
Cash from acquisition 189 -
Purchases of available for sale securities (20,066) (5,025)
Proceeds from sale of available for
sale securities 34,083 19,026
Purchases of equipment and leasehold
improvements (1,676) (11,221)
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NET CASH PROVIDED BY INVESTING ACTIVITIES 12,530 2,780
FINANCING ACTIVITIES:
Short term borrowings - 11,866
Borrowings on warehouse financing
facilities, net 256,354 69,930
Borrowings on term line of credit 32,395 42,074
(Repayments)/ borrowings on notes
payable, net (766) 508
Payments on bonds payable - (168,646)
Net change in deposits (12,805) 93,783
Issuance of common stock 121,942 1,845
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NET CASH PROVIDED BY FINANCING ACTIVITIES 397,120 51,360
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INCREASE IN CASH 71,883 2,689
Cash and cash equivalents at
beginning of period 20,039 59,524
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Cash and cash equivalents at end of period $ 91,922 $ 62,213
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--------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 20,232 $ 41,261
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6
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 1998
are not necessarily indicative of the results that may be expected for a full
year. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended September 30, 1997 included in
FIRSTPLUS Financial Group, Inc.'s 1997 Annual Report filed with the Securities
and Exchange Commission on Form 10-K.
On December 15, 1997, the Board of Directors of FIRSTPLUS Financial Group,
Inc. (the "Company" or "FIRSTPLUS") approved a change in the Company's fiscal
year end from September 30 to December 31, to be effective beginning January 1,
1998. Accordingly, this Quarterly Report on Form 10-Q represents the first
quarter of the Company's new fiscal year.
On January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No.
130"). SFAS No. 130 establishes standards for the reporting of comprehensive
income and its components in financial statements. Currently, as the term
relates to the Company, comprehensive income consists of net income plus the
change in unrealized gains and losses on available for sale securities that
is included as a component of stockholders' equity. The Company has elected
to meet the reporting requirements of SFAS No. 130 by providing a modified
consolidated statement of stockholders' equity with its interim financial
data issued for external reporting purposes. The adoption of SFAS No. 130 has
not had any impact on the results of operations or financial position of the
Company.
2. LOANS HELD FOR SALE
Loans held for sale consist of the following:
September 30, March 31,
1997 1998
---- ----
(unaudited)
High LTV Loans $ 1,310,576 $ 1,597,116
Personal consumer 93,172 109,499
Conforming first lien mortgages 16,488 23,289
B/C loans - 21,090
Other 14,581 36,087
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Subtotal 1,434,817 1,787,081
Allowance for possible credit losses (31,539) (15,668)
Deferred finance charges (16,568) (19,183)
Net purchase premiums 13,736 8,811
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Total $ 1,400,446 $ 1,761,041
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6
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
3. INTEREST ONLY STRIPS, NET
The activity in the Interest Only Strips (net of allowance for loan losses) is
summarized as follows:
Year ended Three Months
September 30, Ended
1997 March 31, 1998
---- --------------
(unaudited)
Balance, beginning of period $ 132,973 $ 482,271
I/O Strips created from securitizations 608,548 172,134
Provision for possible losses (245,796) (119,932)
Amortization (61,707) (42,936)
Charge-offs, net 23,866 23,275
Other (1,761) (2,424)
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Balance, end of period $ 456,123 $ 512,388
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8
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
4. EARNINGS PER SHARE
The table below sets forth the computation of basic and diluted earnings per
share:
Three Months Ended
March 31
--------------------------
1997 1998
---- ----
(unaudited)
Numerator:
Numerator for basic earnings per share-income
available to common stockholders (net income) $ 30,551 $ 19,836
Effect of dilutive securities:
Additional interest on convertible subordinated
notes, net of tax 785 785
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Numerator for diluted earnings per share-income
available to common stockholders after
assumed conversions $ 31,336 $ 20,621
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--------- ---------
Denominator:
Denominator for basic earnings per share-weighted
average shares 33,986 37,882
Effect of dilutive securities:
Employee stock options 1,528 1,111
Convertible subordinated notes 4,289 4,289
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Dilutive potential common shares 5,817 5,400
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Denominator for diluted earnings per share-adjusted
weighted average shares and assumed conversions 39,803 43,282
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Basic earnings per share $ 0.90 $ 0.52
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Diluted earnings per share $ 0.79 $ 0.48
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5. ACQUISITION OF LIFE FINANCIAL CORP.
On March 11, 1998, the Company and LIFE Financial Corporation ("LIFE")
entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby
LIFE will be acquired by the Company. Under the Merger Agreement, a newly
formed, wholly owned subsidiary of the Company will merge with and into LIFE,
with LIFE being the surviving corporation in the merger ("Merger"). The Merger
is structured as a stock-for-stock merger whereby LIFE stockholders will receive
approximately $20.00 in value of FIRSTPLUS voting common stock for each share of
LIFE common stock, to the extent FIRSTPLUS common stock trades between $30.00
and $40.00 per share based on the 30-day average prior to closing of the Merger.
It is anticipated that the Merger will be treated as a tax-free reorganization
and a "pooling of interests." Completion of the Merger is subject to certain
conditions, including (i) approval by the stockholders of LIFE, (ii) approval by
the Office of Thrift Supervision and other requisite regulatory authorities,
(iii) receipt of an opinion of counsel for LIFE that the Merger will be treated
as a tax-free reorganization for federal income tax purposes, and (iv) other
conditions to closing that are customary in transactions of this type.
9
FIRSTPLUS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
6. SUBSEQUENT EVENT
On April 23, 1998, the Company closed its first net interest margin
transaction ("NIMS"). The Company secured $150 million of bonds with I/O
Strips, a limited portion of servicing fees to be earned from its 1996-4,
1997-1, 1997-2, 1997-3 and 1997-4 High LTV Loan securitizations, and a $30
million demand note through one of its subsidiaries. The bonds carry a coupon
of 8.5%, and were sold at 99.55% of par for a bond equivalent yield of
approximately 8.87%. In a NIMS transaction, the debt service of the bonds is
paid for from the excess residual income of the I/O Strips. Generally,
bondholders have no recourse other than the residual income from the secured
I/O Strips. In accordance with SFAS No. 125, the transaction has been
structured as a financing of the I/O Strips.
10
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FIRSTPLUS Financial Group, Inc. (together with its subsidiaries, the
"Company" or "FIRSTPLUS") is a specialized consumer finance company that
originates, purchases, services and sells consumer finance receivables. The
Company's loan products are debt consolidation or home improvement loans secured
by second liens on residential real property ("High LTV Loans"), non-conforming
home equity loans ("B/C Loans"), conforming first lien loans, and personal
consumer loans. The Company sells substantially all of its High LTV Loans
through its securitization program and retains rights to service these loans.
The following analysis of the financial condition and results of operations
of the Company should be read in conjunction with the Company's Annual Report
filed with the Securities and Exchange Commission on Form 10-K, including the
consolidated financial statements and notes thereto.
FINANCIAL CONDITION
MARCH 31, 1998
Loans held for sale and investment in securitized loans increased to $1.8
billion at March 31, 1998, compared with $1.6 billion at September 30, 1997.
This increase was due to loan originations of $2.6 billion offset by loans
securitized of $1.8 billion, whole loan sales and loan paydowns, since September
30, 1997.
The Company's interest only strips ("I/O Strips") increased to $512.4
million at March 31, 1998, compared with $456.1 million at September 30,
1997, an increase of $56.3 million or 12.3%. The increase in the I/O Strips
was the result of the recognition of the fair value of the I/O Strips
associated with the current period and the three months ended December 31,
1997 (the "transition period") securitizations, offset by the amortization of
the I/O Strips. I/O Strips are amortized through periodic charges to the
statement of income on an accelerated basis. As of March 31, 1998, the
carrying value of the recorded I/O Strips reflects their estimated fair value.
Total stockholders' equity at March 31, 1998 was $465.8 million, compared
with $430.1 million at September 30, 1997, an increase of $35.7 million or 8.3%.
During the three months ended March 31, 1998 and the transition period, the
Company earned net income of $19.8 million and $11.7 million, respectively, and
issued $4.3 million in common stock during the six months ended March 31,
1998.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 VERSUS THREE MONTHS ENDED MARCH 31, 1997
The Company's total revenues increased to $183.1 million during its March
1998 quarter, compared with $129.2 million in the March 1997 quarter, an
increase of $53.9 million or 41.7%. During the March 1998 quarter, the
Company's percentage of non-securitization revenue to total revenue increased
to 79.1%, compared with 48.2% in the March 1997 quarter.
Gain on securitized loan sales, net decreased to $38.4 million in the March
1998 quarter, compared with $66.9 million in the March 1997 quarter, a decrease
of $28.5 million or 42.6%. Gain on securitized loan sales, net, in each quarter
was affected by both the size of the securitizations and the assumptions used
in the gain on securitized loan sales. During the March 1998 quarter, the
Company securitized $1.0 billion of High LTV Loans, compared with $540.1
million in the March 1997 quarter.
11
The Company utilizes an enhanced residual valuation model. The model
takes into account the most relevant valuation factors as of the date of the
related securitization and the current balance sheet date, and specifically
addresses discount rates. Management makes estimates and assumptions
regarding the value of the I/O Strips at the time of the securitization and
at each balance sheet date. The primary assumptions used to estimate the
value of the I/O Strips are default and prepayment rates, along with an
appropriate discount rate. The discount rate is determined based on the
securitization structure, the over-collateralization levels, interest rate
fluctuations and market volatility. During the March 31, 1998 quarter, we
used an approximate 19% discount rate to value the I/O Strips, by taking into
account all cash flows that will revert to the Company. The resulting gain on
securitized loan sales, net as a percentage of the loans securitized and sold
was 3.8% and 12.3% for the quarters ended March 31, 1998 and 1997,
respectively.
Interest income increased to $67.0 million in the March 1998 quarter,
compared with $34.6 million in the March 1997 quarter, an increase of $32.4
million or 93.6%. The increase in interest income was primarily attributable
to an increase in the average loans held for sale balance. Loans held for
sale as of March 31, 1998 were $1.8 billion, compared with $1.0 billion as of
March 31, 1997.
Interest income on the Company's I/O Strips increased to $23.8 million
in the quarter ended March 31, 1998, compared with $2.7 million in the
quarter ended March 31, 1997, an increase of $21.1 million or 781.5%. This
increase was primarily the result of the Company's larger average I/O Strip
balance during the March 31, 1998 quarter. I/O Strips as of March 31, 1998
were $512.4 million, compared with $288.2 million as of March 31, 1997. The
increase is also due to an increase in the yield of the I/O Strip balance,
due to the higher discount rate on the newer I/O Strips included in the
average balance.
Origination income increased to $32.1 million in the quarter ended March
31, 1998, compared with $11.5 million in the quarter ended March 31, 1997, an
increase of $20.6 million or 179.1%. The increase was the result of the
Company's continuing shift toward direct to consumer originations. Origination
fees are deferred when collected and subsequently recognized when the loans are
sold. The Company collected and deferred approximately $43.1 million of loan
origination fees during the March 1998 quarter.
Servicing income increased to $11.1 million in the quarter ended March 31,
1998, compared with $3.9 million in the quarter ended March 31, 1997, an
increase of $7.2 million or 184.6%. This increase was a result of the increase
in the Company's securitized loan portfolio, which increased to $4.7 billion at
March 31, 1998, compared with $1.7 billion at March 31, 1997.
Total pre-tax operating expenses, which include salaries, employee
benefits, advertising, marketing, servicing and other operating expenses,
increased to $96.9 million in the quarter ended March 31, 1998, compared with
$46.5 million in the quarter ended March 31, 1997, an increase of $50.4 million
or 108.4%. The increase in operating expenses during the quarter ended March
31, 1998, was due to marketing costs associated with the Company's continued
efforts to significantly increase its High LTV and "B/C" direct to consumer
lending platforms, including its Texas B/C direct to consumer lending division,
and professional fees primarily associated with improving its information
technology.
Interest expense for the quarter ended March 31, 1998 increased to $36.0
million, compared with $20.6 million for the quarter ended March 31, 1997, an
increase of $15.4 million or 74.8%. The increase primarily related
12
to the Company's overall increase in the warehouse and repurchase facilities
and term line borrowings, which supported both loan volume growth and expanding
operations.
The Company's provision for possible credit losses on loans held for sale
increased to $18.3 million for the quarter ended March 31, 1998, compared with
$12.7 million for the quarter ended March 31, 1997, an increase of $5.6 million
or 44.1%. The 30 day and over delinquency rate for the managed loans portfolio
decreased to 2.3% as of March 31, 1998, from 2.6% as of December 31, 1997 and
was flat compared to 2.3% as of March 31, 1997. Gross servicing portfolio
defaults, before recoveries and insurance recoveries received on Title I loans,
equaled $30.9 million or 0.51% of the March 31, 1998 average quarterly loan
portfolio. Of the $30.9 million, approximately $1.4 million were Title I
defaults, which are subject to recoveries under the Title I insurance program.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations require continued access to financing sources. The
Company's primary operating cash requirements include the funding of (i) loan
originations and purchases, (ii) overcollateralization requirements, fees and
expenses incurred in connection with its securitization transactions, (iii)
television, radio and direct mail advertising and other marketing, (iv) capital
expenditures on equipment and leasehold improvements, and (v) administrative and
other operating expenses. Since the September 1997 quarter, the Company has
been able to utilize a securitization structure whereby the Company issues bonds
in excess of loans delivered. Overcollateralization requirements are met by
future excess cash flows of the specific securitizations. The Company expects
to continue to utilize this structure in future securitization transactions.
Adequate credit facilities and other sources of funding, which permit the
Company to fund its operating cash requirements and to securitize or sell loans
in the secondary market, are essential to the continuation of the Company's
ability to originate and purchase loans. After utilizing available working
capital, the Company borrows money to fund its loan originations and purchases
and repays these borrowings as the loans are repaid or sold. Upon the
securitization or sale of loans and the subsequent repayment of the borrowings,
the Company's working capital and warehouse facilities again become available to
fund additional loan originations and purchases.
The Company currently has approximately $5.0 billion in capacity in its
warehouse and repurchase facilities. These facilities carry variable interest
rates, primarily based on LIBOR, ranging from 0.50% to 1.5%. As of March 31,
1998, the Company had $1.4 billion outstanding under these facilities. The
warehouse and repurchase facilities had a weighted average interest rate of
6.34% as of March 31, 1998.
In addition, the Company had approximately $495 million in term line
facilities that are secured by I/O Strips generated from the related
securitizations. As of March 31, 1998, the Company had $317.8 million
outstanding under these facilities. These facilities are with the same
institution as the warehouse and repurchase facility and bear interest rates at
LIBOR + between 1.75% and 1.875%.
As a result of the Company's increasing volume of loan originations and
purchases, and its expanding securitization activities, the Company has
operated, and expects to continue to operate, on a negative operating cash flow
basis, which is expected to increase as the volume of the Company's loan
purchases and originations increase and its securitization program grows. The
Company's operations used $51.5 million during the quarter ended March 31, 1998,
compared with $337.8 million used during the quarter ended March 31, 1997. The
cash used in operations is primarily related to the cost of an enlarged
infrastructure and employee base, advertising and other marketing costs
associated with the increased Direct to Consumer loan originations and the costs
that accompany the Company's securitization strategy. Financing and investing
activities provided cash of $54.1 million for the quarter ended March 31, 1998,
compared with $409.7 million in the quarter ended March 31, 1997. The decrease
in cash provided by financing and investing activities was primarily due to
additional borrowings related to the warehouse, repurchase, and term line
facilities along with other borrowings, which have been used to fund loan
originations, working capital and securitization costs.
In addition, the Company has a strategy of maintaining a significant
quantity of loans on its balance sheet, thus increasing the length of time that
loans are held for sale and materially increasing its interest rate risk.
Because the
13
Company's present loan facilities bear interest at variable rates, the Company
has a need for medium- to long-term fixed-rate financing. If the Company is
unable to obtain such financing, it could have a material adverse effect on the
Company's results of operations and financial condition.
IMPACT OF YEAR 2000
The "Year 2000" issue refers to the phenomenon whereby computer programs,
having been written using two digits rather than four to define the applicable
year, may erroneously recognize a date using "00" as the year 1900 rather than
the year 2000. This error could potentially result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in similar
normal business activities.
The Company is in the process of upgrading its mission critical systems as
part of its strategic initiatives to accommodate its growth and need for
increased capacity. As part of this process, the Company is ensuring that these
new systems are Year 2000 compliant.
To a degree, the Company relies on outside software vendors, significant
suppliers and large customers for the operation of its systems. The Company is
initiating formal communications with these parties to determine the extent to
which the Company's upgraded systems are vulnerable to those third parties'
failure to remedy their own Year 2000 issues. The Company presently believes
that with modifications to existing software and conversions to new software,
the Year 2000 issue will not pose significant operational problems for its
systems. However, if such modifications and conversions are not made, or are
not completed timely, the Year 2000 issue could have a material impact on the
operations of the Company.
The Company will utilize both internal and external resources to reprogram,
or replace, and test the software for Year 2000 modifications. The Company
anticipates completing the Year 2000 project prior to any anticipated impact on
its operating systems. The total cost of the Year 2000 project, although not
formally assessed at this time, is not expected to be material and is being
funded through operating cash flows.
FORWARD LOOKING STATEMENTS
The above statements contained in this 10-Q that are not historical facts,
including, but not limited to, statements that can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "anticipate,"
"estimate" or "continue" or the negative thereof or other variations thereon or
comparable terminology, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, and involve a number of
risks and uncertainties. The actual results of the future events described in
such forward-looking statements in this press release could differ materially
from those stated in such forward-looking statements. Among the factors that
could cause actual results to differ materially are: short-term interest rate
fluctuations, level of defaults and prepayments, general economic conditions,
competition, government regulation and possible future litigation, as well as
the risks and uncertainties discussed in the Company's Current Report on Form
8-K, dated December 19, 1996, including without limitation, the uncertainties
set forth from time to time in the Company's other public reports and filings
and public statements.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not Applicable
Item 2. CHANGES IN SECURITIES
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its annual meeting of stockholders on March 4,
1998.
(c) At the meeting, the following were elected as directors, with
votes cast as follows:
For Against Abstain
Daniel T. Phillips 33,206,435 64,179 7,696
Eric C. Green 33,191,625 78,989 22,506
John Fitzgerald 33,210,721 59,893 3,410
Daniel J. Jessee 33,210,922 59,692 3,209
Paul Nussbaum 33,209,804 60,810 4,327
Paul Seegers 33,210,142 60,472 3,989
Sheldon I. Stein 33,210,972 59,642 3,159
At the meeting, the stockholders also voted upon a proposal to adopt
the FIRSTPLUS Financial Group, Inc. 1998 Long-Term Incentive Plan.
Votes cast on this proposal were as follows:
For: 19,770,625
Against: 8,589,467
Abstain: 2,186,888
Broker non-votes: 6,742,303
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits:
27- Financial Data Schedule
(B) Reports on Form 8-K
On March 12, 1998, the Company filed a Current Report on
Form 8-K with respect to the acquisition of LIFE Financial Corp.
On May 5, 1998, the Company filed a Current Report on Form
8-K with respect to the NIMS.
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.
FIRSTPLUS Financial Group, Inc.
(Registrant)
by: /s/ William P. Benac
-------------------------------------------------
William P. Benac
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
date: May 18, 1998
15