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 June 30, 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 July 31, 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.
Page 2 of 20
PITNEY BOWES CREDIT CORPORATION
Part I -- FINANCIAL INFORMATION
ITEM 1.-- FINANCIAL STATEMENTS
Consolidated Statements of Income:
Three and Six Months Ended June 30, 2002 and 2001................................... 3
Consolidated Balance Sheets:
At June 30, 2002 and December 31, 2001.............................................. 4
Consolidated Statements of Cash Flow:
Six Months Ended June 30, 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............................................................... 17
ITEM 6.-- EXHIBITS AND REPORTS ON FORM 8-K................................................ 17
Signatures................................................................................ 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 June 30, Six Months Ended June 30,
------------------------- ------------------------
2002 2001 2002 2001
---- ---- ---- ----
Revenue:
Finance income............................................... $ 143,644 $ 149,165 $ 288,701 $ 294,821
------- ------- ------- -------
Expenses:
Cost of meter transition .................................... - 109,900 - 109,900
Selling, general and administrative.......................... 27,958 30,480 57,032 58,507
Interest, net................................................ 20,356 25,605 43,397 53,820
Provision for credit losses.................................. 12,039 11,236 23,277 24,342
Depreciation and amortization................................ 2,836 2,693 5,724 5,543
------- ------- ------- -------
Total expenses............................................. 63,189 179,914 129,430 252,112
------- ------- ------- -------
- -------
Income (loss) before income taxes.............................. 80,455 (30,749) 159,271 42,709
Provision for (benefit from) income taxes...................... 25,807 (20,482) 50,212 1,347
------- ------- ------- -------
- -------
Net income (loss).............................................. $ 56,648 $ (10,267) $ 109,059 $ 41,362
======= ======= ======= =======
Ratio of earnings to fixed charges............................. 4.92X - 4.65X 1.79X
======= ======= ======= =======
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands of dollars)
June 30, December 31,
2002 2001
--------- ---------
ASSETS
Cash and cash equivalents............................................ $ 142,823 $ 124,855
Investments:
Finance assets..................................................... 2,673,016 2,800,490
Investment in leveraged leases..................................... 1,244,272 1,202,635
Investment in operating leases, net of accumulated depreciation.... 21,061 23,311
Allowance for credit losses........................................ (107,641) (103,820)
--------- ---------
Net investments.................................................. 3,830,708 3,922,616
--------- ---------
Assets held for sale................................................. 385,893 376,042
Investment in partnership............................................ 163,546 165,534
Loans and advances to affiliates..................................... 979,677 979,705
Other assets......................................................... 163,768 152,218
--------- ---------
Total assets.................................................. $ 5,666,415 $ 5,720,970
========= =========
LIABILITIES
Senior notes payable within one year................................. $ 537,889 $ 203,565
Short-term notes payable to affiliates............................... 633,087 543,790
Accounts payable to affiliates....................................... 224,670 209,656
Accounts payable and accrued liabilities............................. 504,665 591,805
Deferred taxes....................................................... 635,438 576,200
Senior notes payable after one year.................................. 933,175 1,457,630
Long-term notes payable to affiliates................................ 222,000 222,000
Subordinated notes payable........................................... 439,951 439,951
--------- ---------
Total liabilities............................................... 4,130,875 4,244,597
--------- ---------
STOCKHOLDER'S EQUITY
Common stock......................................................... 46,000 46,000
Capital in excess of stated value.................................... 341,725 341,725
Retained earnings.................................................... 1,153,875 1,096,266
Accumulated other comprehensive loss................................. (6,060) (7,618)
--------- ---------
Total stockholder's equity...................................... 1,535,540 1,476,373
--------- ---------
Total liabilities and stockholder's equity.................... $ 5,666,415 $ 5,720,970
========= =========
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)
(in thousands of dollars)
Six Months Ended June 30,
------------------------------
2002 2001
---- ----
OPERATING ACTIVITIES
Net income................................................................... $ 109,059 $ 41,362
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses............................................. 23,277 24,342
Depreciation and amortization........................................... 5,724 5,543
Cost of meter transition................................................ - 109,900
Increase (decrease) in deferred taxes................................... 58,200 (17,462)
(Increase) in other assets.............................................. (3,124) (15,033)
Increase in accounts payable to affiliates.............................. 15,014 37,397
(Decrease) increase in accounts payable and accrued liabilities......... (84,544) 68,338
Other, net................................................................... - 1,159
-------- --------
Net cash provided by operating activities.................................... 123,606 255,546
-------- --------
INVESTING ACTIVITIES
Collection on (investment in) revolving credit products, net................. (10,665) 47,631
Investment in net finance assets............................................. (359,603) (346,260)
Investment in leveraged leases............................................... (19,991) (41,167)
Investment in assets held for sale........................................... (286,950) (180,998)
Cash receipts collected under lease contracts, net of finance
income recognized.......................................................... 735,446 576,217
Short-term loans and advances to affiliates, net............................. 28 (6,068)
-------- --------
Net cash provided by investing activities.................................... 58,265 49,355
-------- --------
FINANCING ACTIVITIES
Change in commercial paper borrowings, net................................... - 25,210
Change in other short-term debt, net......................................... (896) (787)
Change in loans from affiliates, net......................................... 89,297 (1,989)
Repayment of senior notes.................................................... (200,000) (277,000)
Repayment of non-recourse promissory notes................................... (854) -
Dividends paid to Pitney Bowes Inc........................................... (51,450) (47,364)
-------- --------
Net cash used in financing activities........................................ (163,903) (301,930)
-------- --------
Increase in cash and cash equivalents........................................ 17,968 2,971
Cash and cash equivalents at beginning of period............................. 124,855 81,211
-------- --------
Cash and cash equivalents at end of period................................... $ 142,823 $ 84,182
======== ========
Interest paid................................................................ $ 57,672 $ 72,743
======== ========
Income taxes refunded, net................................................... $ (22,124) $ (29,791)
======== ========
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 the management of Pitney
Bowes Credit Corporation (the "Company" or "PBCC"), all adjustments (consisting
of only normal recurring adjustments) necessary for a fair statement of the
financial position of the Company at June 30, 2002 and December 31, 2001, and
the results of operations for the three and six months ended June 30, 2002 and
2001, and the cash flows for the six months ended June 30, 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 and six
months ended June 30, 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:
June 30, December 31,
(in thousands of dollars) 2002 2001
--------- ---------
Lease finance receivables...................................... $ 2,749,830 $ 2,844,644
Other finance receivables ..................................... 315,551 318,138
--------- ---------
Total gross finance receivables.............................. 3,065,381 3,162,782
Unguaranteed residual valuation................................ 208,154 247,196
--------- ---------
Total gross finance assets .................................. 3,273,535 3,409,978
Initial direct costs deferred.................................. 42,816 43,147
Unearned income................................................ (643,335) (652,635)
--------- ---------
Total finance assets......................................... $ 2,673,016 $ 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 a non-cash, pretax
charge of $109.9 million during the second quarter of 2001, related to the
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:
June 30, December 31,
(in thousands of dollars) 2002 2001
--------- ---------
Senior Notes Payable:
Current installment of long-term debt due within one year at a
weighted average interest rate of 6.39% in 2002 (5.83% in 2001) $ 534,000 $ 200,000
Non-recourse promissory notes at an interest rate of 7.24%........ 1,803 1,739
Other notes payable at an interest rate of 7.51%.................. 2,086 1,826
--------- ---------
Total senior notes payable due within one year................... 537,889 203,565
Senior notes payable due after one year at a weighted average
interest rate of 6.69% in 2002 (7.28% in 2001)................. 837,837 1,372,993
Non-recourse promissory notes at an interest rate of 7.24%....... 52,257 53,175
Fair value hedges basis adjustment............................... 43,081 31,462
--------- ---------
Total senior notes payable due after one year.................... 933,175 1,457,630
--------- ---------
Total senior notes payable....................................... 1,471,064 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)............................... 633,087 543,790
Due after one year at an interest rate of 5.38% in 2002 and 2001. 222,000 222,000
--------- ---------
Total notes payable to affiliates................................ 855,087 765,790
--------- ---------
Subordinated Notes Payable:
Non-interest bearing notes due to PBI............................ 439,951 439,951
--------- ---------
Total notes payable................................................. $ 2,766,102 $ 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 $11.6 million and $24.7 million for the three months ended
June 30, 2002 and 2001, respectively, and $23.3 million and $34.8 million for
the six months ended June 30, 2002 and 2001, respectively.
PBCC has $75 million of unissued debt securities available at June 30, 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 June 30, 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 June 30, 2002 with a total principal balance of
$54.1 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 includes primarily large-ticket asset
financing and fee-based income generated by large-ticket, non-core asset
transactions.
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"). 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.
During the second quarter of 2001, PBI adopted a formal plan 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 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 a non-cash, pretax charge of $109.9 million
during the second quarter of 2001, related to the impairment of finance
assets, primarily lease residuals. The impact of this charge is reflected in
the Company's Internal Financing segment. In November 2001, postal
regulations were issued, consistent with PBI's meter transition plan,
defining the meter migration process and timing.
Segmental revenue and income before income taxes for the three and six months
ended June 30, 2002 and 2001 are presented below. Revenue generated outside
of the United States is not considered material.
Three Months Ended June 30, Six Months Ended June 30,
------------------------ ------------------------
2002 2001 2002 2001
---- ---- ---- ----
(in thousands of dollars)
Revenue:
Internal Financing ..................................... $ 102,151 $ 106,260 $ 204,739 $ 208,312
Capital Services........................................ 41,493 42,905 83,962 86,509
------- ------- ------- -------
Total revenue...................................... $ 143,644 $ 149,165 $ 288,701 $ 294,821
======= ======= ======= =======
Income (Loss) before income taxes:
Internal Financing..................................... $ 63,472 $ (46,069) $ 126,189 $ 13,343
Capital Services....................................... 16,983 15,320 33,082 29,366
------- ------- ------- -------
Total income (loss) before income taxes............ $ 80,455 $ (30,749) $ 159,271 $ 42,709
======= ======= ======= =======
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 six months ended June
30, 2002, the Company recorded unrealized net gains after taxes totaling $1.6
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. PBI adopted the provisions of each statement, which
apply to business combinations completed after June 30, 2001 and fiscal year
2001, on January 1, 2002. PBCC does not have any goodwill or other intangible
assets.
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. The Company does not believe that this statement will have
a material impact on its financial position, results of operation or cash
flows.
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 this accounting standard did not materially impact results of
operations.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Correction," was
issued. Under SFAS No. 145, gains and losses related to the extinguishment
of debt should no longer be segregated on the income statement as
extraordinary items. Instead, such gains and losses should be included
as a component of income from continuing operations. The provisions of
SFAS No. 145 are effective for fiscal years beginning after May 15, 2002
with early adoption encouraged. The Company does not believe that this
statement will have a material impact on its financial position, results of
operations or cash flows.
In July 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," was issued. This statement nullifies Emerging Issues
Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability
for costs associated with an exit or disposal activity be recognized when the
liability is incurred. The provisions of SFAS No. 146 are effective for exit
or disposal activities initiated after December 31, 2002. Early adoption is
encouraged. The Company is currently evaluating the impact of this statement.
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 Retained Comprehensive Stockholder's
(in thousands of dollars) Stock of Par Value Earnings Income (Loss) Equity
---- --------- ------- --------- -----
Balance December 31, 2001......................... $ 46,000 $ 341,725 $ 1,096,266 $ (7,618) $ 1,476,373
Net income........................................ - - 109,059 - 109,059
Dividends paid to Pitney Bowes Inc................ - - (51,450) - (51,450)
Other comprehensive income (loss):
Unrealized net gain on derivative instruments - - - 1,558 1,558
------- ------- -------- ------- --------
Balance June 30, 2002............................. $ 46,000 $ 341,725 $ 1,153,875 $ (6,060) $ 1,535,540
======= ======= ======== ======= ========
The Company has 10,000 shares of common stock, with a stated value of
$100,000 per share, authorized, and 460 shares were issued and outstanding
and amounted to $46.0 million at June 30, 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 expectation 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 six months ended June 30, 2002 increased $67.7 million
(163.7%) to $109.1 million compared with $41.4 million for the same period of
2001. The increase is principally attributable to the meter transition charge in
the second quarter of 2001, referred to above. Excluding the meter transition
charge net income would have increased $1.8 million (1.6%).
Operating Results
Finance income from all sources decreased $6.1 million (2.1%) to $288.7 million
for the first six months of 2002 compared to $294.8 million for the first six
months of 2001. The decrease reflects lower new investment levels in the
internal financing segment, lower yields on new placements of non-digital
equipment and lower fee- and service-based revenue from the Company's Capital
Services and postage payment programs.
Selling, general and administrative ("SG&A") expenses decreased $1.5 million
(2.5%) to $57.0 million for the first six months of 2002 compared to $58.5
million for the first six months of 2001. The decrease in 2002 is primarily due
to lower investment in growth initiatives in the second quarter of 2002 and
continued focus on process improvements.
Net interest expense decreased $10.4 million (19.4%) to $43.4 million for the
first six months of 2002 compared to $53.8 million for the first six months of
2001. The decrease in 2002 is due to lower average borrowings and lower interest
rates for the six months ended June 30, 2002. The effective interest rate on
average borrowings was 5.12% in 2002 compared to 6.48% in 2001. The Company does
not match fund its financing investments.
The provision for credit losses decreased $1.1 million (4.4%) to $23.3 million
for the first six months of 2002 compared to $24.3 million for the first six
months of 2001. The decrease is primarily due to favorable write-off levels and
flat to declining asset levels in the Company's internal leasing business and
postage payment programs.
Depreciation and amortization increased $0.2 million (3.3%) to $5.7 million for
the first six months of 2002 compared to $5.5 million for the first six months
of 2001.
Provisions for income taxes were $50.2 million (an effective tax rate of 31.5%)
for the first six months of 2002 compared to $1.3 million (an effective tax rate
of 3.2%) for the first six months of 2001. Without the adoption of the meter
transition plan in the second quarter of 2001, the effective tax rate for the
first six months of 2001 would have been 29.7%. This increase in the effective
tax rate of 1.8% over the adjusted tax rate of 29.7% 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.
In connection with the meter transition plan referred to above, PBCC recorded a
non-cash, pretax charge of $109.9 million during the second quarter of 2001,
related to the impairment of finance assets, primarily lease residuals. The
impact of this charge is reflected in the Company's Internal Financing segment.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Business Segments (continued)
Revenue and income (loss) before income taxes for the Company, by business
segment, for the three and six months ended June 30, 2002 and 2001 are
summarized below.
Three Months Ended June 30, Six Months Ended June 30,
------------------------ ------------------------
(in thousands of dollars) 2002 2001 2002 2001
---- ---- ---- ----
Revenue:
Internal Financing ......................................... $ 102,151 $ 106,260 $ 204,739 $ 208,312
Capital Services............................................ 41,493 42,905 83,962 86,509
------- ------- ------- -------
Total revenue........................................... $ 143,644 $ 149,165 $ 288,701 $ 294,821
======= ======= ======= =======
Income (loss) before income taxes:
Internal Financing......................................... $ 63,472 $ (46,069) $ 126,189 $ 13,343
Capital Services........................................... 16,983 15,320 33,082 29,366
------- ------- ------- -------
Total income (loss) before income taxes................. $ 80,455 $ (30,749) $ 159,271 $ 42,709
======= ======= ======= =======
Internal Financing revenue decreased 1.7% and income before income taxes
increased 845.7% for the first six months of 2002 compared to the first six
months of 2001. Excluding the meter transition charge in the second quarter of
2001, income before income taxes increased 2.4% for the first six months of
2002. The decrease in revenue was mainly due to lower year over year earning
asset levels in the internal leasing business, together with the impacts of
lower yields on new placements of non-digital equipment. 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 excluding the meter
transition charge was primarily due to lower interest expense driven by a lower
effective interest rate.
Capital Services revenue decreased 2.9% and income before income taxes increased
12.7% for the first six months of 2002 compared to the first six 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 June 30, 2002 decreased $127.5 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 to 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 $2.7 billion at
June 30, 2002 and $2.8 billion at 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 June 30, 2002 was $315.6 million compared to $318.1 million at
December 31, 2001.
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 2.53 percent at June 30,
2002 and 2.37 percent at December 31, 2001. PBCC charged $19.5 million against
the allowance for credit losses for the six months ended June 30, 2002 compared
to $23.9 million for the same period of 2001.
At June 30, 2002, PBCC's total investment in commercial aircraft leasing
transactions was $511.1 million, which is composed of transactions with U.S. and
foreign airlines of 45 percent and 55 percent, respectively. This portfolio is
diversified across 14 airlines and 33 aircraft. The commercial aircraft
transactions are financed through investments in leveraged lease transactions of
$299.5 million, direct financing lease transactions of $129.9 million, and
through PBCC's equity interest in PBG Capital Partners LLC, in which the
Company's proportional equity share of commercial airline leasing transactions
is $81.7 million. Risk of loss under these transactions is primarily related to:
(1) the inability of the airline to make underlying lease payments; (2) the
Company's inability to generate sufficient cash flows either through the sale of
the aircraft or secondary lease transactions to recover its net investment;
and/or (3) in the case of the leveraged lease portfolio, the absence of an
equity defeasance or other third party credit arrangements. Approximately
45 percent of the leveraged lease portfolio has either equity defeasance
accounts or third party credit arrangements.
PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Portfolio Quality (continued)
A further breakdown of the portfolio is as follows:
Airline # of % of total
------- aircraft investment
U.S. -------- ----------
United and subsidiary 5 12.4
US Airways 4 11.4
Delta 5 10.8
America West 1 3.6
American 6 3.5
Southwest 2 1.9
Northwest 1 1.1
Alaska Air 1 .2
- ----
25 44.9
-- ----
Foreign
KLM 2 21.0
Qantas 2 14.5
Japan 2 8.8
Air France 1 6.4
Lufthansa 1 4.4
- ---
8 55.1
- ----
Total 33 100.0
== =====
PBCC continues to monitor its investment in commercial aircraft leasing
transactions given the current status of the airline industry. In particular,
the Company is closely monitoring recent developments related to US Airways
Group, Inc. (US Airways)and United Air Lines, Inc. (United).
PBCC's investment in commercial aircraft leasing transactions includes four
aircraft with US Airways for a total investment of $58.5 million. With respect
to the Company's aircraft, US Airways failed to make scheduled leveraged lease
payments totaling $1.3 million that were due on July 1, 2002. As a result, the
Company has suspended the recognition of financing income on all aircraft leases
with US Airways. On August 11, 2002, US Airways filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. US Airways has publicly stated that its
restructuring plan is predicated upon delivering cost reductions and concessions
from its unions, aircraft lessors and financiers and other parties. US Airways
has also publicly stated that it has received conditional approval from the Air
Transportation Stabilization Board for a $1 billion collateralized loan backed
by a federal guarantee that may be available to US Airways upon the successful
ratification of its plan for reorganization and emergence from Chapter 11
protection.
PBCC is uncertain as to the outcome of the US Airways bankruptcy proceeding and
the impact on its investment in aircraft leases with US Airways. Under section
1110 of the Bankruptcy Code, US Airways may, within 60 days of its filing for
protection, cure any defaults under the lease agreements and agree to fulfill
its future obligations under those leases to prevent the repossession of the
aircraft. However, other actions that also may be taken by either US Airways
(including the rejection of the Company's leases) or by others during the
bankruptcy proceedings may cause a negative impact on the Company's cash flow
and could result in material charges related to a write-down of PBCC's
investment in these transactions.
PBCC's investment in commercial aircraft leasing transactions also includes four
aircraft with United and one aircraft with a wholly-owned regional carrier
subsidiary of United, for a total investment of $63.5 million. To date, United
has made all contractual payments on the above transactions. While the Company
has not been approached by the airline to discuss concessions or the potential
restructuring of its obligations, PBCC continues to monitor the airline's public
disclosure of its discussions with its unions and with government officials.
Continued deterioration of this situation or in the airlne industry in general
may cause a negative impact on the Company's cash flow and could result in
material charges related to a write-down of its investment in these or other
airline transactions.
The potential range of pretax write-downs associated with US Airways and United
combined could be between zero and $100 million. Accordingly, due to the wide
range of outcomes, no write-down has been recorded at this time. The Company
will reevaluate its position in subsequent quarters as the US Airways bankruptcy
proceeding continues and more information is disclosed about United's ability to
fulfill its obligation under its leases.
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 42 percent short-term and 58
percent long-term at June 30, 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 35 percent variable-rate and 65 percent
fixed-rate at June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 2002 with a total principal balance of $54.1 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 June 30, 2002, the Company was counterparty to interest rate swap
agreements with a total notional amount of $450 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 June 30, 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 in 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 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 could 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 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 June 30, 2002, we submitted extensive comments to a series of proposed
IBIP specifications issued by the USPS, including comments on the IBI
Performance Criteria.
Other Regulatory Matters
In June 2002, PBI received an examination report from the Internal Revenue
Service (IRS) showing proposed income tax adjustments for the 1992 to 1994 tax
years. PBCC filed as a member of PBI's 1992 through 1994 consolidated tax
returns. The total additional tax proposed by the IRS for the 1992 through 1994
tax years is approximately $24 million, substantially all of which relates to
PBCC. PBI is in the process of filing protests with the IRS to challenge most of
the proposed deficiencies asserted by the IRS. PBI and PBCC believe that they
have meritorious defenses to those deficiencies and that the ultimate outcome
will not result in a material effect on PBCC's consolidated results of
operations or financial position. Depending on the outcome of the above matter,
additional tax may be due for 1995 and future audit years. At any time, our
provision for taxes could be negatively impacted by changes in tax law and
interpretation by governments or courts.
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 conditions, including any
terrorist attacks
o negative developments in economic conditions, including adverse impacts
on customer demand
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 risk, including risks
associated with commercial aircraft leasing transactions, and residual value
risk
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
o negative income tax adjustments for prior audit years and changes in tax
laws or regulations.
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
Exhibits Description
--------- ----------------------------------------
(12) Computation of Ratio of Earnings to Fixed Charges
(99.1) Certification of Chief Executive Officer
(99.2) Certification of Chief Financial Officer
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 June 30, 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: August 13, 2002
By /s/ MICHAEL C. COSTELLO
----------------------
Michael C. Costello
Controller
(Principal Accounting Officer)
Dated: August 13, 2002
Exhibit (12)
Computation of Ratio of Earnings to Fixed Charges
(in thousands of dollars)
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- -----------------------------
2002 2001(3) 2002 2001
---- ------- ---- ----
Income (loss) before income taxes....... $ 80,455 $ (30,749) $ 159,271 $ 42,709
------- ------- ------- -------
Fixed charges:
Net interest on debt.................. 20,356 25,605 43,397 53,820
One third rent expense................ 143 93 258 186
------- ------- ------- -------
Total fixed charges..................... 20,499 25,698 43,655 54,006
------- ------- ------- -------
Earnings (loss) before fixed charges.... $ 100,954 $ (5,051) $ 202,926 $ 96,715
======= ======= ======= =======
Ratio of earnings to fixed charges (1)(2) 4.92X - 4.65X 1.79X
======= ======= ======= =======
(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.
(2) Excluding the effect of the cost of meter transition recorded in the second
quarter of 2001, the ratio of earnings to fixed charges was 4.08 and 3.83
for the three and six months ended June 30, 2001, respectively.
(3) Due to the cost of the meter transition recorded during the quarter ended
June 30, 2001, the Company's earnings were insufficient to cover its fixed
charges for the same period. 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. For the 12-month
period ended June 30, 2001, the ratio of the Company's earnings to fixed
charges was 2.73 and no such payments were necessary.
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pitney Bowes Credit Corporation (the
"Company") on Form 10-Q for the period ended June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), pursuant
to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act
of 2002, I, Matthew S. Kissner, Chief Executive Office of the Company, certify
that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ Matthew S. Kissner
- ----------------------
Matthew S. Kissner
Chief Executive Officer
August 13, 2002
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pitney Bowes Credit Corporation (the
"Company") on Form 10-Q for the period ended June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), pursuant
to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act
of 2002, I, David Kleinman, Vice President, Finance and Chief Administrative
Officer (Principal Financial Officer) of the Company, certify that, to the best
of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
/s/ David Kleinman
- ------------------
David Kleinman
Vice President, Finance and
Chief Administrative Officer
(Principal Financial Officer)
August 13, 2002