UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2009
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 001-14237 88-0244792
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
730 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 599-8000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
We are filing this Current Report on Form 8-K to revise our consolidated
financial statements for the years ended July 31, 2009, 2008 and 2007 included
in our Annual Report on Form 10-K for the year ended July 31, 2009 initially
filed on September 28, 2009, to reflect the retrospective treatment of the
consolidated financial statements for the following accounting standards that
became effective for us on August 1, 2009:
FASB ASC 260-10, "Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities" (formerly referred to
as FSP EITF 03-6-1) and
FASB ASC 470-20, "Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement)"
(formerly referred to as FSP APB 14-1).
The retrospective treatment impacts all of the years presented in the
consolidated financial statements and Notes 1, 3, 7, 8 and 12 to the
consolidated financial statements included in Part II, Item 8 of the 2009 10-K.
We are updating the following information in the 2009 10-K for the retrospective
treatment:
Item 6, Selected Financial Data, attached as Exhibit 99.1 to this 8-K and
incorporated herein by reference;
Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations, attached as Exhibit 99.2 to this 8-K and
incorporated herein by reference;
Item 8, Financial Statements and Supplementary Data, attached as Exhibit
99.3 to this 8-K and incorporated herein by reference; and
Item 15, Exhibit 12.1, Computation of Debt-To-Equity Ratio, attached as
Exhibit 12.1 to this 8-K and incorporated herein by reference.
All other information in the 2009 10-K remains unchanged, and this 8-K does not
update it for events or developments since we filed the 2009 10-K. Please refer
to our subsequent reports filed on Form 10-Q and Form 8-K for events and
developments since we filed the 2009 10-K.
The FASB issued FSP EITF 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities", in June 2008.
Securities participating in dividends with common stock according to a formula
are participating securities. This FSP determined unvested shares of restricted
stock and stock units with nonforfeitable dividend rights meet the definition of
participating securities. Participating securities require the "two-class"
method to calculate earnings per common share. This method lowers earnings per
common share. We had 1,273,000 unvested shares of restricted stock and stock
units with nonforfeitable rights to dividends at July 31, 2009. Therefore,
applying this FSP reduced diluted earnings per common share by $0.06, $0.08 and
$0.06 in fiscal 2009, 2008 and 2007, respectively and reduced basic earnings per
common share by $0.09, $0.10 and $0.08 in fiscal 2009, 2008 and 2007,
respectively. This FSP did not affect net income.
The FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlements)", in
May 2008. This FSP requires a portion of this type of convertible debt to be
recorded as equity and interest expense to be recorded on the debt portion at a
rate that would have been charged on non-convertible debt with the same terms.
This FSP applied to our 2.0% convertible debentures retrospectively for the
period they were outstanding from April 2004 through April 2009 but will not
affect our consolidated financial statements for periods after April 30, 2009
because we repaid the convertible debentures in April 2009.
We determined we would have been charged 4.2% on five-year non-convertible term
debt when we issued the convertible debentures in April 2004. Based on this
rate, $17,200,000 of the debentures net of $400,000 of deferred debt issuance
costs, and after $5,800,000 of deferred income taxes, was recorded as additional
paid-in capital increasing equity by $11,000,000, and has been amortized as a
debt discount and recorded as additional interest expense over the period from
April 2004 to April 2009 (when we repaid the debentures) using the interest
method. The unamortized debt discount was $9,800,000 at August 1, 2006 (the
beginning of the earliest fiscal period presented). Applying this FSP increased
interest expense by $2,350,000, $3,600,000 and $3,400,000 in fiscal 2009, 2008
and 2007 and decreased the fiscal 2009 gain on debt retirement by $250,000.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
12.1 Computation of Debt-To-Equity Ratio
23.1 Consent of Independent Registered Public Accounting Firm
99.1 Selected Financial Data
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
99.3 Financial Statements and Supplementary Data
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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 hereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
-------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
December 18, 2009
-----------------
(Date)
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- -----------------------------------------------------------
12.1 Computation of Debt-To-Equity Ratio
23.1 Consent of Independent Registered Public Accounting Firm
99.1 Selected Financial Data
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
99.3 Financial Statements and Supplementary Data
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