SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission file number 0-13497
PITNEY BOWES CREDIT CORPORATION
Incorporated pursuant to the Laws of the State of Delaware
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Internal Revenue Service -- Employer Identification No. 06-0946476
27 Waterview Drive, Shelton, CT 06484-4361
(203) 922-4000
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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 |_|
As of April 30, 2002, 460 shares of common stock, no par value, with a stated
value of $100,000 per share, were outstanding, all of which were owned by Pitney
Bowes Inc., the parent of the Registrant.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
PITNEY BOWES CREDIT CORPORATION
Part I -- FINANCIAL INFORMATION
ITEM 1.-- FINANCIAL STATEMENTS
Consolidated Statements of Income:
Three Months Ended March 31, 2002 and 2001.......................................... 3
Consolidated Balance Sheets:
At March 31, 2002 and December 31, 2001............................................. 4
Consolidated Statements of Cash Flow:
Three Months Ended March 31, 2002 and 2001.......................................... 5
Notes to Consolidated Financial Statements............................................ 6
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................................... 11
Part II -- OTHER INFORMATION
ITEM 1.-- LEGAL PROCEEDINGS............................................................... 16
ITEM 6.-- EXHIBITS AND REPORTS ON FORM 8-K................................................ 16
Signatures................................................................................ 17
Exhibit (i)-- Computation of Ratio of Earnings to Fixed Charges....................... 18
Part I -- FINANCIAL INFORMATION
ITEM 1. -- FINANCIAL STATEMENTS
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands of dollars)
Three Months Ended March 31,
---------------------------
2002 2001
---- ----
Revenue:
Finance income................................................ $ 145,057 $ 145,656
------- -------
Expenses:
Selling, general and administrative........................... 29,074 28,027
Interest, net................................................. 23,041 28,215
Provision for credit losses................................... 11,238 13,106
Depreciation and amortization................................. 2,888 2,850
------- -------
Total expenses.............................................. 66,241 72,198
------- -------
Income before income taxes...................................... 78,816 73,458
Provision for income taxes...................................... 24,405 21,829
------- -------
Net income...................................................... $ 54,411 $ 51,629
======= =======
Ratio of earnings to fixed charges.............................. 4.40X 3.59X
======= =======
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands of dollars)
March 31, December 31,
2002 2001
------------ -----------
ASSETS
Cash and cash equivalents............................................ $ 154,449 $ 124,855
Investments:
Finance assets..................................................... 2,709,056 2,800,490
Investment in leveraged leases..................................... 1,231,228 1,202,635
Investment in operating leases, net of accumulated depreciation.... 21,983 23,311
Allowance for credit losses........................................ (105,650) (103,820)
--------- ---------
Net investments.................................................. 3,856,617 3,922,616
--------- ---------
Assets held for sale................................................. 367,553 376,042
Investment in partnership............................................ 163,486 165,534
Loans and advances to affiliates..................................... 982,667 979,705
Other assets......................................................... 147,323 152,218
--------- ---------
Total assets.................................................. $ 5,672,095 $ 5,720,970
========= =========
LIABILITIES
Senior notes payable within one year................................. $ 603,707 $ 203,565
Short-term notes payable to affiliates............................... 481,912 543,790
Accounts payable to affiliates....................................... 222,113 209,656
Accounts payable and accrued liabilities............................. 539,736 591,805
Deferred taxes....................................................... 603,791 576,200
Senior notes payable after one year.................................. 1,051,648 1,457,630
Long-term notes payable to affiliates................................ 222,000 222,000
Subordinated notes payable........................................... 439,951 439,951
--------- ---------
Total liabilities............................................... 4,164,858 4,244,597
--------- ---------
STOCKHOLDER'S EQUITY
Common stock......................................................... 46,000 46,000
Capital in excess of stated value.................................... 341,725 341,725
Retained earnings.................................................... 1,124,952 1,096,266
Accumulated other comprehensive loss................................. (5,440) (7,618)
--------- ---------
Total stockholder's equity...................................... 1,507,237 1,476,373
--------- ---------
Total liabilities and stockholder's equity.................... $ 5,672,095 $ 5,720,970
========= =========
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)
(in thousands of dollars)
Three Months Ended March 31,
-----------------------------
2002 2001
---- ----
OPERATING ACTIVITIES
Net income................................................................... $ 54,411 $ 51,629
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses............................................. 11,238 13,106
Depreciation and amortization........................................... 2,888 2,850
Increase in deferred taxes.............................................. 26,139 4,412
(Increase) in other assets.............................................. (1,696) (4,090)
Increase in accounts payable to affiliates.............................. 12,457 25,499
(Decrease) increase in accounts payable and accrued liabilities......... (48,837) 21,027
Other, net................................................................... - 2,517
-------- --------
Net cash provided by operating activities.................................... 56,600 116,950
-------- --------
INVESTING ACTIVITIES
Collection on revolving credit products, net................................. 4,513 46,912
Investment in net finance assets............................................. (161,551) (157,066)
Investment in leveraged leases............................................... (21,682) (3,312)
Investment in assets held for sale........................................... (126,287) (103,511)
Cash receipts collected under lease contracts, net of finance
income recognized.......................................................... 369,034 318,296
Short-term loans and advances to affiliates, net............................. (2,564) (18,788)
-------- --------
Net cash provided by investing activities.................................... 61,463 82,531
-------- --------
FINANCING ACTIVITIES
Change in commercial paper borrowings, net................................... - 120,700
Change in other short-term debt, net......................................... (443) -
Change in loans from affiliates, net......................................... (61,878) 1,100
Repayment of senior notes.................................................... - (277,367)
Repayment of non-recourse promissory notes................................... (423) -
Dividends paid to Pitney Bowes Inc........................................... (25,725) (23,682)
-------- --------
Net cash used in financing activities........................................ (88,469) (179,249)
-------- --------
Increase in cash and cash equivalents........................................ 29,594 20,232
Cash and cash equivalents at beginning of period............................. 124,855 81,211
-------- --------
Cash and cash equivalents at end of period................................... $ 154,449 $ 101,443
======== ========
Interest paid................................................................ $ 40,216 $ 46,007
======== ========
Income taxes refunded, net................................................... $ (15,236) $ (23,340)
======== ========
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 -- General
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of Pitney Bowes Credit
Corporation (the "Company" or "PBCC"), all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
of the Company at March 31, 2002 and December 31, 2001, and the results of
operations for the three months ended March 31, 2002 and 2001, and the cash
flows for the three months ended March 31, 2002 and 2001 have been included.
Certain amounts from prior periods have been reclassified to conform to current
period presentation. Operating results for the three months ended March 31, 2002
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. These statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
Note 2 -- Finance Assets
The composition of the Company's finance assets is as follows:
March 31, December 31,
(in thousands of dollars) 2002 2001
--------- -----------
Lease finance receivables...................................... $ 2,776,214 $ 2,844,644
Other finance receivables ..................................... 300,633 318,138
--------- ---------
Total gross finance receivables.............................. 3,076,847 3,162,782
Unguaranteed residual valuation................................ 232,924 247,196
--------- ---------
Total gross finance assets .................................. 3,309,771 3,409,978
Initial direct costs deferred.................................. 42,803 43,147
Unearned income................................................ (643,518) (652,635)
--------- ---------
Total finance assets......................................... $ 2,709,056 $ 2,800,490
========= =========
Note 3 -- Cost of Meter Transition
During the second quarter of 2001, Pitney Bowes Inc. ("PBI") adopted a formal
meter transition plan designed to transition to the next generation of networked
mailing technology. The information capture and exchange made possible by
advanced technology, turns the postage meter into an "intelligent" terminal that
networks the mailer to postal and carrier information and systems. This two-way
information architecture, in turn, enables convenient access to and delivery of
value-added services such as tracking, delivery confirmation and rate
information. The adoption of this plan was facilitated by PBI's expanded access
to technology and by its ability to move to networked products, combined with
its expectations that the U.S. and postal services around the world will
continue to encourage the migration of mailing systems to networked digital
technologies. In connection with this plan, PBCC recorded non-cash, pretax
charges of $109.9 million for the year ended December 31, 2001, related to
impairment of finance assets, primarily lease residuals. In November 2001,
postal regulations were issued consistent with PBI's meter transition plan,
defining the meter migration process and timing.
PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4 -- Notes Payable
The composition of the Company's notes payable is as follows:
March 31, December 31,
(in thousands of dollars) 2002 2001
--------- -----------
Senior Notes Payable:
Other notes payable at an interest rate of 7.51%.................. $ 1,936 $ 1,826
Non-recourse promissory notes at an interest rate of 7.24%.......... 1,771 1,739
Current installment of long-term debt due within one year at a
weighted average interest rate of 6.04% in 2002 (5.83% in 2001) 600,000 200,000
--------- ---------
Total senior notes payable due within one year................... 603,707 203,565
Senior notes payable due after one year at a weighted average
interest rate of 6.81% in 2002 (7.28% in 2001)................. 972,440 1,372,993
Non-recourse promissory notes at interest rate of 7.24%.......... 52,720 53,175
Fair value hedges basis adjustment............................... 26,488 31,462
--------- ---------
Total senior notes payable due after one year.................... 1,051,648 1,457,630
--------- ---------
Total senior notes payable....................................... 1,655,355 1,661,195
--------- ---------
Notes Payable to Affiliates:
Due within one year at a weighted average interest rate
of 2.01% in 2002 (2.34% in 2001)............................... 481,912 543,790
Due after one year at an interest rate of 5.38% in 2002 and 2001. 222,000 222,000
--------- ---------
Total notes payable to affiliates................................ 703,912 765,790
--------- ---------
Subordinated Notes Payable:
Non-interest bearing notes due PBI............................... 439,951 439,951
--------- ---------
Total notes payable................................................. $ 2,799,218 $ 2,866,936
========= =========
Interest, net, as reported on the consolidated statements of income is net of
interest income earned on loans made to the Company's parent, PBI and to
other affiliates. Total interest income, including income from loans to
Pitney Bowes, was $11.1 million and $17.0 million for the three months ended
March 31, 2002 and 2001, respectively.
PBCC has $75 million of unissued debt securities available at March 31, 2002,
from a shelf registration statement filed with the Securities and Exchange
Commission ("SEC") in July 1998. As part of this shelf registration
statement, in August 1999, PBCC established a medium-term note program for
the issuance from time to time of up to $500 million aggregate principal
amount of Medium-Term-Notes, Series D, of which $75 million remained
available at March 31, 2002.
In August 2001, PBCC issued $350 million of unsecured fixed rate notes
maturing in August 2008. These notes bear interest at an annual rate of 5.75
percent and pay interest semi-annually beginning February 15, 2002. The
proceeds from these notes were used for general corporate purposes, including
the repayment of commercial paper.
In July 2001, PBCC issued four non-recourse promissory notes totaling $111.5
million in connection with four lease transactions. The promissory notes are
all due in installments over 194 months at an interest rate of 7.24 percent.
In September 2001, PBCC sold its interest in two of the lease transactions
and transferred the obligation on two of the non-recourse promissory notes
totaling $55.3 million in principal balance. Two non-recourse promissory
notes remain outstanding at March 31, 2002 with a total principal balance of
$54.5 million. These notes are secured by the underlying lease transaction
payments.
PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 5 -- Business Segment Information
The Company operates in two reportable segments: Internal Financing and
Capital Services. Internal Financing provides marketing support to PBI and
includes financing of mailing, paper handling and shipping equipment and
scales. Internal Financing also includes convenient financing alternatives
for the purchase of postage and other services targeted toward the small
business owner. Capital Services primarily provides large-ticket financing
and fee-based programs covering a broad range of products and other financial
services.
On December 3, 2001, PBI completed the spin-off of its Office Systems
business to stockholders as an independent, publicly-traded company, under
the name of Imagistics International Inc. ("Imagistics"). PBI distributed 100
percent of the shares of Imagistics stock through a special stock dividend of
Imagistics common stock to Pitney Bowes common stockholders. Each eligible
Pitney Bowes common stockholder of record on November 19, 2001 received 0.08
shares of Imagistics stock for each share of Pitney Bowes stock. Office
Systems included the copier and facsimile businesses. As a result of the
spin-off, copier and facsimile equipment financings are reported as a
component of Capital Services.
Segmental revenue and income before income taxes for the three months ended
March 31, 2002 and 2001 are presented below. Revenue generated outside of the
United States is not considered material.
Three Months Ended March 31,
---------------------------
(in thousands of dollars) 2002 2001
---- ----
Revenue:
Internal Financing ..................................... $ 102,588 $ 102,052
Capital Services........................................ 42,469 43,604
------- -------
Total revenue...................................... $ 145,057 $ 145,656
======= =======
Income before income taxes:
Internal Financing..................................... $ 62,717 $ 59,412
Capital Services....................................... 16,099 14,046
------- -------
Total income before income taxes................... $ 78,816 $ 73,458
======= =======
The Company fully allocates corporate expenses to its individual segments.
PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 6 -- Accounting Pronouncements
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
133, as amended by SFAS No. 138, "Accounting for Derivative Instruments and
Hedging Activities", on January 1, 2001. SFAS No. 133 requires that all
derivatives be recorded on the consolidated balance sheet at fair value.
Changes in the fair value of derivatives are recorded each period in earnings
or Other Comprehensive Income (Loss) ("OCI") depending on the type of hedging
instrument and the effectiveness of the hedge.
All of the derivatives used by the Company as hedges are highly effective as
defined by SFAS No. 133 because all of the critical terms of the derivatives
match those of the hedged items. The derivatives used by the Company have
been designated as either cash flow or fair value hedges at the time of
adoption of SFAS No. 133. Derivatives designated as cash flow hedges consist
of interest rate swaps related to variable-rate debt. Derivatives designated
as fair value hedges consist of interest rate swaps related to fixed-rate
debt. All derivatives are adjusted to their fair market values at the end of
each quarter. Unrealized net gains and losses for cash flow hedges are
recorded in OCI.
The Company periodically enters into interest rate swaps to manage the risk
associated with changes in interest rates. During the three months ended
March 31, 2002, the Company recorded unrealized net gains after taxes
totaling $2.2 million associated with changes in the fair value of interest
rate swaps designated as cash flow hedges.
In July 2001, SFAS No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets" were issued requiring business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and refining the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles
have been evaluated against this new criterion and resulted in certain
intangibles being included in goodwill, or alternatively, amounts initially
recorded as goodwill being separately identified and recognized apart from
goodwill. SFAS No. 142 requires the use of a nonamortization approach to
account for purchased goodwill and indefinite lived intangibles. Under a
nonamortization approach, goodwill and indefinite lived intangibles have not
been amortized into results of operations, but instead will be reviewed for
impairment and charged against results of operations only in the periods in
which the recorded value of goodwill and indefinite lived intangibles is more
than its fair value. The Company adopted the provisions of each statement,
which apply to business combinations completed after June 30, 2001 and fiscal
year 2001, on January 1, 2002. The adoption of these statements did not
materially impact results of operations for the first quarter of 2002.
Goodwill will be reviewed for impairment on a periodic basis.
In August 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued, amending SFAS No. 19, "Financial Accounting and Reporting by Oil
and Gas Producing Companies", and applies to all entities. SFAS No. 143
addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 is effective January 1, 2003 for the Company.
The Company is currently evaluating the impact of this statement.
In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", was issued, replacing SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
and portions of APB Opinion 30, "Reporting the Results of Operations". SFAS
No. 144 provides a single accounting model for long-lived assets to be
disposed of and changes the criteria that would have to be met to classify an
asset as held-for-sale. SFAS No. 144 retains the requirement of APB Opinion
30 to report discontinued operations separately from continuing operations
and extends that reporting to separate components of an entity. The
provisions of SFAS No. 144 have been adopted effective January 1, 2002. The
adoption of these accounting standards did not materially impact results of
operations for the first quarter of 2002.
PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 7 -- Stockholder's Equity
The following is a reconciliation of stockholder's equity:
Accumulated
Capital Other Total
Common in Excess of Retained Comprehensive Stockholder's
(in thousands of dollars) Stock Stated Value Earnings Income (Loss) Equity
----- ------------- ---------- ------------- -------------
Balance December 31, 2001......................... $ 46,000 $ 341,725 $1,096,266 $ (7,618) $ 1,476,373
Net income........................................ - - 54,411 - 54,411
Dividends paid to Pitney Bowes Inc................ - - (25,725) - (25,725)
Other comprehensive income (loss):
Cumulative effect of accounting change....... - - - - -
Unrealized net gain on derivative instruments - - - 2,178 2,178
--------- ---------- ---------- ---------- -----------
Balance March 31, 2002............................ $ 46,000 $ 341,725 $1,124,952 $ (5,440) $ 1,507,237
========= ========== ========== ========== ===========
The Company has 10,000 shares of common stock, no-par with a stated value of
$100,000 per share, authorized and 460 shares were issued and outstanding and
amounted to $46.0 million at March 31, 2002 and December 31, 2001. All of the
Company's stock is owned by PBI.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
During the second quarter of 2001, PBI adopted a formal meter transition plan
designed to transition to the next generation of networked mailing technology.
The information capture and exchange made possible by advanced technology, turns
the postage meter into an "intelligent" terminal that networks the mailer to
postal and carrier information and systems. This two-way information
architecture, in turn, enables convenient access to and delivery of value-added
services such as tracking, delivery confirmation and rate information. The
adoption of this plan was facilitated by PBI's expanded access to technology and
by its ability to move to networked products, combined with its expectations
that the U.S. and postal services around the world will continue to encourage
the migration of mailing systems to networked digital technologies. In
connection with this plan, PBCC recorded non-cash, pretax charges of $109.9
million for the year ended December 31, 2001, related to impairment of finance
assets, primarily lease residuals. In November 2001, postal regulations were
issued consistent with PBI's meter transition plan, defining the meter migration
process and timing.
Net income for the three months ended March 31, 2002 increased $2.8 million
(5.4%) to $54.4 million compared with $51.6 million for the same period of 2001.
The increase is principally attributable to lower interest costs.
Operating Results
Finance income from all sources decreased $0.6 million (0.4%) to $145.1 million
for the first three months of 2002 compared to $145.7 million for the first
three months of 2001. The decrease primarily reflects a combination of lower
fee- and service-based revenue from the Company's Capital Services and postage
payment programs.
Selling, general and administrative ("SG&A") expenses increased $1.0 million
(3.7%) to $29.1 million for the first three months of 2002 compared to $28.0
million for the first three months of 2001. The increase in 2002 is primarily
due to costs associated with investments in growth initiatives.
Net interest expense decreased $5.2 million (18.3%) to $23.0 million for the
first three months of 2002 compared to $28.2 million for the first three months
of 2001. The decrease in 2002 is due to lower average borrowings and lower
interest rates for the three months ended March 31, 2002. The effective interest
rate on average borrowings was 5.32% in 2002 compared to 6.80% in 2001. The
Company does not match fund its financing investments.
The provision for credit losses decreased $1.9 million (14.3%) to $11.2 million
for the first three months of 2002 compared to $13.1 million for the first three
months of 2001. The decrease is primarily due to favorable write-off levels in
the Company's internal leasing business and postage payment programs.
Depreciation and amortization was $2.9 million for the first three months of
2002 and 2001.
Provisions for income taxes were $24.4 million (an effective tax rate of 31.0%)
for the first three months of 2002 compared to $21.8 million (an effective tax
rate of 29.7%) for the first three months of 2001. This increase in the
effective tax rate is primarily due to the declining impact of certain Capital
Services transactions entered into in prior years.
Business Segments
On December 3, 2001, PBI completed the spin-off of its Office Systems business
to stockholders as an independent, publicly-traded company, under the name of
Imagistics International Inc. ("Imagistics"). PBI distributed 100 percent of the
shares of Imagistics common stock through a special stock dividend of Imagistics
common stock to Pitney Bowes common stockholders. Each eligible Pitney Bowes
common stockholder of record on November 19, 2001 received 0.08 shares of
Imagistics stock for each share of Pitney Bowes stock. Office Systems included
the copier and facsimile businesses. As a result of the spin-off, copier and
facsimile equipment financing is reported as a component of Capital Services.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Business Segments (continued)
Revenue and income before income taxes for the Company, by business segment, for
the three months ended March 31, 2002 and 2001 are summarized below.
Three Months Ended March 31,
---------------------------
(in thousands of dollars) 2002 2001
---- ----
Revenue:
Internal Financing ..................................... $ 102,588 $ 102,052
Capital Services........................................ 42,469 43,604
------ -------
Total revenue...................................... $ 145,057 $ 145,656
======= =======
Income before income taxes:
Internal Financing..................................... $ 62,717 $ 59,412
Capital Services....................................... 16,099 14,046
------ -------
Total income before income taxes................... $ 78,816 $ 73,458
======= =======
Internal Financing revenue increased 0.5% and income before income taxes
increased 5.6% for the first three months of 2002 compared to the first three
months of 2001. The increase in revenue was mainly due to higher year over year
earning asset levels in the internal leasing business, offset by impacts of
lower yields on new placements of non-digital equipment due to the meter
transition plan (see note 3 to the consolidated financial statements). Revenue
was also negatively impacted by lower fee- and service-based income from postage
payment programs. The decrease in postage payment programs was related to
favorable impacts in the first quarter of 2001 related to programs associated
with the postal rate change in December 2000, which drove higher revolving
balances, as well as changes in the late charge grace period which drove higher
late charges in 2001. The increase in income before income taxes was primarily
due to lower interest expense primarily driven by a lower effective interest
rate.
Capital Services revenue decreased 2.6% and income before income taxes increased
14.6% for the first three months of 2002 compared to the first three months of
2001. The decrease in revenue was due to lower fee-income generated on selected
asset sales. The increase in income before income taxes was primarily due to a
lower effective interest rate.
Portfolio Quality
Finance assets represent the Company's largest asset and its primary source of
revenue. The Company's finance assets at March 31, 2002 decreased $91.4 million
to approximately $2.7 billion from approximately $2.8 billion at the end of
2001. The decrease was primarily due to the Company's ongoing effort to limit
Capital Services asset levels and a lower investment balance in the Company's
internal financing programs.
Lease finance receivables represent the Company's expected future rental
payments on its finance leases and amounted to approximately $2.8 billion at
both March 31, 2002 and December 31, 2001.
Other finance receivables primarily consist of amounts invested in the Company's
postage payment and revolving credit products. The balance of other finance
receivables at March 31, 2002 was $300.6 million compared to $318.1 million at
December 31, 2001. The decrease primarily reflected the seasonality of postage
purchases.
The Company's allowance for credit losses as a percentage of net lease
receivables (net investments before allowance for credit losses plus the
uncollected principal balance of receivables sold) was 2.46 percent at March 31,
2002 and 2.38 percent at December 31, 2001. PBCC charged $9.4 million against
the allowance for credit losses for the three months ended March 31, 2002
compared to $13.9 million for the same period of 2001.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's principal sources of funds are from operations and borrowings. It
has been PBCC's practice to use a balanced mix of debt maturities, variable- and
fixed-rate debt and interest rate swap agreements to control sensitivity to
interest rate volatility. PBCC's debt mix was 24 percent short-term and 76
percent long-term at March 31, 2002 compared to 26 percent short-term and 74
percent long-term at December 31, 2001. PBCC's swap-adjusted variable-rate
versus fixed-rate debt mix was 29 percent variable-rate and 71 percent
fixed-rate at March 31, 2002 compared to 30 percent variable-rate and 70 percent
fixed-rate at December 31, 2001. The Company may borrow through the issuance of
commercial paper, under its confirmed bank lines of credit, and by private and
public offerings of intermediate- or long-term debt securities. Together with
its parent PBI, the Company had unused lines of credit and revolving credit
facilities totaling $1.5 billion at March 31, 2002, largely supporting PBI's
commercial paper borrowings. More detailed information regarding the Company's
debt is contained in Note 4 to the CONSOLIDATED FINANCIAL STATEMENTS.
PBCC has $75 million of unissued debt securities available at March 31, 2002
from a shelf registration statement filed with the Securities and Exchange
Commission ("SEC") in July 1998. As part of this shelf registration statement,
in August 1999, PBCC established a medium-term note program for the issuance
from time to time of up to $500 million aggregate principal amount of
Medium-Term-Notes, Series D, of which $75 million remained available at March
31, 2002.
In August 2001, PBCC issued $350 million of unsecured fixed rate notes maturing
in August 2008. These notes bear interest at an annual rate of 5.75 percent and
pay interest semi-annually beginning February 15, 2002. The proceeds from these
notes were used for general corporate purposes, including the repayment of
commercial paper.
In July 2001, PBCC issued four non-recourse promissory notes totaling $111.5
million in connection with four lease transactions. The promissory notes are all
due in installments over 194 months at an interest rate of 7.24 percent. In
September 2001, PBCC sold its interest in two of the lease transactions and
transferred the obligation on two of the non-recourse promissory notes totaling
$55.3 million in principal balance. Two non-recourse promissory notes remain
outstanding at March 31, 2002 with a total principal balance of $54.5 million.
These notes are secured by the underlying lease transaction payments.
The Company's utilization of derivative instruments is normally limited to
interest rate swap agreements and foreign currency exchange forward contracts.
The Company periodically enters into interest rate swap agreements as a means of
managing interest rate exposure. The interest rate differential paid or received
over the life of the agreements is recognized as an adjustment to interest
expense. The Company is exposed to credit loss in the event of non-performance
by the counterparties to the interest rate swap agreements to the extent of the
differential between fixed- and variable-rates; such exposure is considered
minimal. At March 31, 2002, the Company was counterparty to interest rate swap
agreements with a total notional amount of $550 million.
The Company has, from time to time, entered into foreign currency exchange
forward contracts for the purpose of minimizing its risk of loss from
fluctuations in exchange rates in connection with certain intercompany
transactions. The Company is exposed to credit loss in the event of
non-performance by the counterparties to the foreign currency exchange forward
contracts to the extent of the difference between the spot rate at the date of
the contract delivery and the contracted rate; such exposure is also considered
minimal. At March 31, 2002 there were no foreign currency exchange forward
contracts outstanding.
The Company monitors the credit risk of these transactions as part of the normal
credit review of its banking relationships. The Company monitors the market risk
of derivative instruments through periodic review of fair market values.
Under the Amended and Restated Finance Agreement between PBI and the Company,
PBI is obligated on a quarterly basis to make payments, to the extent necessary,
so that the Company's earnings available for fixed charges for the preceding
one-year period shall not be less than 1.25 times its fixed charges. PBI has
also agreed to make any past due principal, interest or premium payments on
behalf of PBCC with respect to all approved debt and/or commercial paper, in the
event that PBCC is unable to make such payments. To date, no such payments from
PBI have been required.
The Company will continue to use cash to invest in finance assets with emphasis
on Internal Financing transactions and select investment in Capital Services
programs. The Company believes that cash generated from operations and
collections on existing lease contracts will provide the majority of cash needed
for such investment activities. Borrowing requirements will be dependent upon
the level of equipment purchases from PBI, the level of Capital Services
financing activity, capital requirements for new business initiatives,
intercompany loans, and the refinancing of maturing debt. Additional cash, to
the extent needed, is expected to come from commercial paper and intermediate-
or long-term debt securities and intercompany funds, when available. While the
Company expects that market acceptance of its debt will continue to be strong,
additional liquidity is available under revolving credit facilities and credit
lines.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Regulatory Matters
In 2000, the U.S. Postal Service ("USPS") issued a proposed schedule for
the phaseout of manually reset electronic meters in the U.S. as follows:
o As of February 1, 2000, new placements of manually reset electronic meters
were no longer permitted.
o Current users of manually reset electronic meters can continue to use these
meters for the term of their current rental and lease agreements. Leases or
rentals due to expire in 2000 could be extended to December 31, 2001.
On November 15, 2001, the USPS issued a final rule as follows:
o New placements of non-digital meters without the "timeout" feature that
enables the meters to be automatically disabled, if not reset within a
specified time period are no longer permitted after December 31, 2002.
These meters must be off the market by December 31, 2006.
o New placements of non-digital meters with a "timeout" feature are no
longer permitted after June 2004. These meters must be off the market
by December 31, 2008.
The Company adopted a formal meter transition plan in the second quarter of
2001, to transition to the next generation of networked mailing technology.
USPS Information Based Indicia Program ("IBIP")
In May 1995, the USPS publicly announced its concept of its IBIP for future
postage evidencing devices. As initially stated by the USPS, the purpose of the
program was to develop a new standard for future digital postage evidencing
devices which would significantly enhance postal revenue security and support
expanded USPS value-added services to mailers. The program would consist of the
development of four separate specifications: (i) the Indicium specification;
(ii) a Postal Security Device specification; (iii) a Host specification; and
(iv) a Vendor Infrastructure specification. During the period from May 1995
through March 31, 2002, we submitted extensive comments to a series of proposed
IBIP specifications issued by the USPS, including comments on the IBI
Performance Criteria.
In June 1999, PBI was served with a Civil Investigative Demand ("CID") from the
U.S. Justice Department's Antitrust Division. A CID is a tool used by the
Antitrust Division for gathering information and documents. PBI believes that
the Justice Department may have been reviewing the company's efforts to protect
its intellectual property rights. PBI believes it has complied fully with the
antitrust laws and cooperated fully with the department's investigation. In
February 2002, the Justice Department advised PBI that it has decided to close
this investigation with no further action.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward - Looking Statements
The Company wants to caution readers that any 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 in this Form 10-Q, other reports or press
releases or made by the Company's management involve risks and uncertainties
which may change based on various important factors. These forward-looking
statements are those which discuss the Company's or management's current
expectations as to the future and include, but are not limited to, statements
about the amounts, timing and results of possible restructuring charges and
future earnings. Words such as "estimate", "project", "plan", "believe",
"expect", "anticipate", "intend", and similar expressions may identify such
forward-looking statements. Some of the factors which could cause future
financial performance to differ materially from the expectations as expressed in
any forward-looking statement made by or on behalf of the Company include:
o changes in international or national political or economic conditions
o changes in postal regulations
o timely development and acceptance of new products
o success in gaining product approval in new markets where regulatory
approval is required
o successful entry into new markets
o mailers' utilization of alternative means of communication or
competitors' products
o the Company's success at managing customer credit and residual value
risks
o changes in interest rates
o timing and execution of PBI restructuring plan
o impact on mail volume resulting from current concerns over the use of
the mail for transmitting harmful biological agents
PART II - OTHER INFORMATION
ITEM 1. -- LEGAL PROCEEDINGS
In the course of normal business, the Company and PBI, its parent, are
occasionally party to lawsuits. These may involve litigation by or against the
Company relating to, among other things:
o contractual rights under vendor, insurance or other contracts
o intellectual property or patent rights
o equipment, service or payment disputes with customers
o disputes with employees
The Company is currently a plaintiff or defendant in a number of lawsuits,
none of which should have, in the opinion of management and legal counsel, a
material adverse effect on the Company's financial position or results of
operations.
ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K
a. Financial Statements - see index on page 2
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Reg S-K Incorporation
Exhibits Description by Reference
--------- ------------------------------------------------- ---------------
(12) Computation of Ratio of Earnings to Fixed Charges See Exhibit (i)
on page 18
There are no unregistered debt instruments in which the total
amount of securities authorized thereunder exceeds 10 percent of
the total assets of the Company. Copies of all instruments
defining the rights of securities holders are available on
request.
b. No reports on Form 8-K were filed during the quarter ended
March 31, 2002.
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.
PITNEY BOWES CREDIT CORPORATION
By /s/ DAVID KLEINMAN
----------------------
David Kleinman
Vice President, Finance and
Chief Administrative Officer
(Principal Financial Officer)
Dated: May 10, 2002
By /s/ MICHAEL C. COSTELLO
----------------------
Michael C. Costello
Controller
(Principal Accounting Officer)
Dated: May 10, 2002
Exhibit (i)
Computation of Ratio of Earnings to Fixed Charges
(in thousands of dollars)
Three Months Ended March 31,
-----------------------------
2002 2001
---- ----
Income before income taxes...................... $ 78,816 $ 73,458
------- -------
Fixed charges:
Net interest on debt.......................... 23,041 28,215
One third rent expense........................ 115 93
------- -------
Total fixed charges............................. 23,156 28,308
------- -------
Earnings before fixed charges................... $ 101,972 $ 101,766
======= =======
Ratio of earnings to fixed charges (1).......... 4.40X 3.59X
======= =======
(1) The ratio of earnings to fixed charges is computed by dividing earnings
before fixed charges by fixed charges. Fixed charges consist of net
interest on debt and one third of rent expense as representative of the
interest portion.