- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
------------------
FORM 10-Q
------------------
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------
Commission file number 0-13497
PITNEY BOWES CREDIT CORPORATION
Incorporated pursuant to the Laws of the State of Delaware
------------------
Internal Revenue Service -- Employer Identification No. 06-0946476
27 Waterview Drive, Shelton, CT 06484-4361
(203) 922-4000
------------------
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 October 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.
- --------------------------------------------------------------------------------
PITNEY BOWES CREDIT CORPORATION
Part I -- FINANCIAL INFORMATION
ITEM 1. -- FINANCIAL STATEMENTS
Consolidated Statements of Income:
Three and Nine Months Ended September 30, 2002 and 2001............................. 3
Consolidated Balance Sheets:
At September 30, 2002 and December 31, 2001......................................... 4
Consolidated Statements of Cash Flow:
Nine Months Ended September 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
ITEM 3.-- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................... 18
ITEM 4.-- CONTROLS AND PROCEDURES......................................................... 18
Part II -- OTHER INFORMATION
ITEM 1.-- LEGAL PROCEEDINGS............................................................... 19
ITEM 6.-- EXHIBITS AND REPORTS ON FORM 8-K................................................ 19
SIGNATURES................................................................................ 20
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT........................... 21-22
Part I -- FINANCIAL INFORMATION
ITEM 1. -- FINANCIAL STATEMENTS
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands of dollars)
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Revenue:
Finance income............................................... $ 142,681 $ 149,219 $ 431,382 $ 444,040
------- ------- ------- -------
Expenses:
Cost of meter transition .................................... - - - 109,900
Selling, general and administrative.......................... 29,198 28,192 86,231 86,698
Interest, net................................................ 19,216 26,457 62,613 80,277
Provision for credit losses.................................. 11,406 12,980 34,682 37,322
Depreciation and amortization................................ 2,822 2,334 8,546 7,878
------- ------- ------- -------
Total expenses............................................. 62,642 69,963 192,072 322,075
------- ------- ------- -------
Income before income taxes..................................... 80,039 79,256 239,310 121,965
Provision for income taxes..................................... 23,659 16,235 73,871 17,582
------- ------- ------- -------
Net income..................................................... $ 56,380 $ 63,021 $ 165,439 $ 104,383
======= ======= ======= =======
Ratio of earnings to fixed charges............................. 5.15X 3.98X 4.80X 2.51X
======= ======= ======= =======
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands of dollars)
September 30, December 31,
2002 2001
--------- ---------
ASSETS
Cash and cash equivalents............................................ $ 168,772 $ 124,855
Investments:
Finance assets..................................................... 2,693,806 2,800,490
Investment in leveraged leases..................................... 1,292,923 1,202,635
Investment in operating leases, net of accumulated depreciation.... 21,120 23,311
Allowance for credit losses........................................ (108,761) (103,820)
--------- ---------
Net investments.................................................. 3,899,088 3,922,616
--------- ---------
Assets held for sale................................................. 419,956 376,042
Investment in partnership............................................ 162,106 165,534
Loans and advances to affiliates..................................... 984,052 979,705
Other assets......................................................... 189,349 152,218
--------- ---------
Total assets.................................................. $ 5,823,323 $ 5,720,970
========= =========
LIABILITIES
Senior notes payable within one year................................. $ 538,075 $ 203,565
Short-term notes payable to affiliates............................... 692,402 543,790
Accounts payable to affiliates....................................... 265,846 209,656
Accounts payable and accrued liabilities............................. 511,256 591,805
Deferred taxes....................................................... 630,760 576,200
Senior notes payable after one year.................................. 957,299 1,457,630
Long-term notes payable to affiliates................................ 222,000 222,000
Subordinated notes payable........................................... 439,951 439,951
--------- ---------
Total liabilities............................................... 4,257,589 4,244,597
--------- ---------
STOCKHOLDER'S EQUITY
Common stock......................................................... 46,000 46,000
Capital in excess of stated value.................................... 341,725 341,725
Retained earnings.................................................... 1,184,530 1,096,266
Accumulated other comprehensive loss................................. (6,521) (7,618)
--------- ---------
Total stockholder's equity...................................... 1,565,734 1,476,373
--------- ---------
Total liabilities and stockholder's equity.................... $ 5,823,323 $ 5,720,970
========= =========
See Notes to Consolidated Financial Statements
PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)
(in thousands of dollars)
Nine Months Ended September 30,
------------------------------
2002 2001
---- ----
OPERATING ACTIVITIES
Net income................................................................... $ 165,439 $ 104,383
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses............................................. 34,682 37,322
Depreciation and amortization........................................... 8,546 7,878
Cost of meter transition................................................ - 109,900
Increase in deferred taxes.............................................. 53,829 19,005
(Increase) decrease in other assets..................................... (5,071) 390
Increase in accounts payable to affiliates.............................. 56,190 26,547
(Decrease) increase in accounts payable and accrued liabilities......... (78,721) 95,397
Other, net................................................................... - 2,704
-------- --------
Net cash provided by operating activities.................................... 234,894 403,526
-------- --------
INVESTING ACTIVITIES
(Investment in) collection on revolving credit products, net................. (30,198) 38,974
Investment in net finance assets............................................. (543,432) (536,417)
Investment in leveraged leases............................................... (53,631) (64,938)
Investment in assets held for sale........................................... (378,061) (268,003)
Cash receipts collected under lease contracts, net of finance
income recognized.......................................................... 949,905 819,126
Short-term loans and advances to affiliates, net............................. (4,347) (42,385)
-------- --------
Net cash used in investing activities........................................ (59,764) (53,643)
-------- --------
FINANCING ACTIVITIES
Change in commercial paper borrowings, net................................... - (293,300)
Change in other short-term debt, net......................................... (1,357) (1,214)
Change in loans from affiliates, net......................................... 148,612 (849)
Proceeds from senior notes................................................... - 350,000
Repayment of senior notes.................................................... (200,000) (377,000)
Proceeds from non-recourse promissory notes.................................. - 111,476
Repayment of non-recourse promissory notes................................... (1,293) (816)
Dividends paid to Pitney Bowes Inc........................................... (77,175) (71,046)
-------- --------
Net cash used in financing activities........................................ (131,213) (282,749)
-------- --------
Increase in cash and cash equivalents........................................ 43,917 67,134
Cash and cash equivalents at beginning of period............................. 124,855 81,211
-------- --------
Cash and cash equivalents at end of period................................... $ 168,772 $ 148,345
======== ========
Interest paid................................................................ $ 93,083 $ 104,853
======== ========
Income taxes paid/(refunded), net............................................ $ 1,158 $ (46,584)
======== ========
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 to present fairly the financial
position of the Company at September 30, 2002 and December 31, 2001, and the
results of operations for the three and nine months ended September 30, 2002 and
2001, and the cash flows for the nine months ended September 30, 2002 and 2001
have been included. Certain amounts from prior periods have been reclassified to
conform to the current period presentation. Operating results for the three and
nine months ended September 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:
September 30, December 31,
(in thousands of dollars) 2002 2001
--------- ---------
Lease finance receivables...................................... $ 2,747,173 $ 2,844,644
Other finance receivables ..................................... 334,915 318,138
--------- ---------
Total gross finance receivables.............................. 3,082,088 3,162,782
Unguaranteed residual valuation................................ 212,456 247,196
--------- ---------
Total gross finance assets .................................. 3,294,544 3,409,978
Initial direct costs deferred.................................. 42,687 43,147
Unearned income................................................ (643,425) (652,635)
--------- ---------
Total finance assets......................................... $ 2,693,806 $ 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 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. As
a result of this plan and the introduction of new technology, certain leased
equipment will either not be remarketed or will result in lower realization at
end of lease. 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:
September 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 5.97% in 2002 (5.83% in 2001) $ 534,000 $ 200,000
Non-recourse promissory notes at an interest rate of 7.24%........ 1,836 1,739
Other notes payable at an interest rate of 7.51%.................. 2,239 1,826
--------- ---------
Total senior notes payable due within one year................... 538,075 203,565
Senior notes payable due after one year at a weighted average
interest rate of 6.68% in 2002 (7.28% in 2001)................. 837,224 1,372,993
Non-recourse promissory notes at an interest rate of 7.24%....... 51,785 53,175
Fair value hedges basis adjustment............................... 68,290 31,462
--------- ---------
Total senior notes payable due after one year.................... 957,299 1,457,630
--------- ---------
Total senior notes payable....................................... 1,495,374 1,661,195
--------- ---------
Notes Payable to Affiliates:
Due within one year at a weighted average interest rate
of 2.02% in 2002 (2.34% in 2001)............................... 692,402 543,790
Due after one year at an interest rate of 5.38% in 2002 and 2001. 222,000 222,000
--------- ---------
Total notes payable to affiliates................................ 914,402 765,790
--------- ---------
Subordinated Notes Payable:
Non-interest bearing notes due to PBI............................ 439,951 439,951
--------- ---------
Total notes payable................................................. $ 2,849,727 $ 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 $10.3 million and $12.4 million for the three months ended
September 30, 2002 and 2001, respectively, and $31.2 million and $43.1
million for the nine months ended September 30, 2002 and 2001, respectively.
PBCC has $75 million of unissued debt securities available at September 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.
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 September 30, 2002 with a total principal balance
of $53.6 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 financing or arranging
transactions of critical large-ticket customer assets.
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 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. As a result of this plan
and the introduction of new technology, certain leased equipment will either
not be remarketed or will result in lower realization at end of lease. 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.
Segment revenue and income before income taxes for the three and nine months
ended September 30, 2002 and 2001 are presented below. Revenue generated
outside of the United States is not considered material.
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2002 2001 2002 2001
---- ---- ---- ----
(in thousands of dollars)
Revenue:
Internal Financing ..................................... $ 104,530 $ 98,198 $ 309,269 $ 306,510
Capital Services........................................ 38,151 51,021 122,113 137,530
------- ------- ------- -------
Total revenue...................................... $ 142,681 $ 149,219 $ 431,382 $ 444,040
======= ======= ======= =======
Income before income taxes:
Internal Financing..................................... $ 64,951 $ 58,855 $ 191,140 $ 72,198
Capital Services....................................... 15,088 20,401 48,170 49,767
------- ------- ------- -------
Total income before income taxes................... $ 80,039 $ 79,256 $ 239,310 $ 121,965
======= ======= ======= =======
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 nine months ended
September 30, 2002, the Company recorded unrealized net gains after taxes in
OCI totaling $1.1 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 are
more than their fair value. In 2001, PBI adopted the provisions of each
statement, which apply to business combinations completed after June 30,
2001. The provisions of each statement, which apply to goodwill and
intangible assets acquired prior to June 30, 2001, were adopted by PBI 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 operations 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 the Company's
financial position, results of operations or cash flows.
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 of Retained Comprehensive Stockholder's
(in thousands of dollars) Stock Stated Value Earnings Income (Loss) Equity
------- ------------ --------- ------------- -------------
December 31, 2001................................. $ 46,000 $ 341,725 $ 1,096,266 $ (7,618) $ 1,476,373
Net income........................................ - - 165,439 - 165,439
Dividends paid to Pitney Bowes Inc................ - - (77,175) - (77,175)
Other comprehensive income:
Unrealized net gain on derivative instruments - - - 1,097 1,097
------- ------- --------- ------- --------
September 30, 2002................................ $ 46,000 $ 341,725 $ 1,184,530 $ (6,521) $ 1,565,734
======= ======= ========= ======= =========
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 September 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 expectations that the
U.S. and postal services around the world will continue to encourage the
migration of mailing systems to networked digital technologies. As a result of
this plan and the introduction of new technology, certain leased equipment will
either not be remarketed or will result in lower realization at end of lease. In
connection with this plan, PBCC recorded a non-cash, pretax charge of $109.9
million during the second quarter of 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 nine months ended September 30, 2002 increased $61.1 million
(58.5%) to $165.4 million compared with $104.4 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 decreased $4.9 million (2.9%).
Operating Results
Finance income from all sources decreased $12.7 million (2.9%) to $431.4 million
for the first nine months of 2002 compared to $444.0 million for the first nine
months of 2001. The decrease reflects lower yields on new placements of
non-digital equipment and lower fee- and service-based revenue from the
Company's Capital Services programs.
Selling, general and administrative ("SG&A") expenses decreased $0.5 million
(0.5%) to $86.2 million for the first nine months of 2002 compared to $86.7
million for the first nine months of 2001. The decrease in 2002 is primarily due
to lower investment in growth initiatives throughout 2002 and continued focus on
process improvements.
Net interest expense decreased $17.7 million (22.0%) to $62.6 million for the
first nine months of 2002 compared to $80.3 million for the first nine months of
2001. The decrease in 2002 is due to lower average borrowings and lower interest
rates for the nine months ended September 30, 2002. The effective interest rate
on average borrowings was 4.99% in 2002 compared to 6.33% in 2001. The Company
does not match fund its financing investments.
The provision for credit losses decreased $2.6 million (7.1%) to $34.7 million
for the first nine months of 2002 compared to $37.3 million for the first nine
months of 2001. The decrease is primarily due to lower write-off levels in the
Company's internal leasing business and postage payment programs.
Depreciation and amortization increased $0.7 million (8.5%) to $8.5 million for
the first nine months of 2002 compared to $7.9 million for the first nine months
of 2001.
Provisions for income taxes were $73.9 million (an effective tax rate of 30.9%)
for the first nine months of 2002 compared to $17.6 million (an effective tax
rate of 14.4%) for the first nine months of 2001. Without the adoption of the
meter transition plan in the second quarter of 2001, the effective tax rate for
the first nine months of 2001 would have been 26.5%. This increase in the
effective tax rate of 4.4% over the adjusted tax rate of 26.5% 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"). 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 and nine months ended September 30, 2002 and 2001 are summarized
below.
Three Months Ended September 30, Nine Months Ended September 30,
------------------------------- ------------------------------
(in thousands of dollars) 2002 2001 2002 2001
---- ---- ---- ----
Revenue:
Internal Financing ......................................... $ 104,530 $ 98,198 $ 309,269 $ 306,510
Capital Services............................................ 38,151 51,021 122,113 137,530
------- ------- ------- -------
Total revenue........................................... $ 142,681 $ 149,219 $ 431,382 $ 444,040
======= ======= ======= =======
Income before income taxes:
Internal Financing......................................... $ 64,951 $ 58,855 $ 191,140 $ 72,198
Capital Services........................................... 15,088 20,401 48,170 49,767
------- ------- ------- -------
Total income before income taxes........................ $ 80,039 $ 79,256 $ 239,310 $ 121,965
======= ======= ======= =======
Internal Financing revenue increased 0.9% and income before income taxes
increased 164.7% for the first nine months of 2002 compared to the first nine
months of 2001. Excluding the meter transition charge in the second quarter of
2001, income before income taxes increased 5.0% for the first nine months of
2002. The increase in revenue was mainly due to higher fee and service based
revenues from postage payment products, offset by the impacts of lower yields on
new placements of non-digital equipment. 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 11.2% and income before income taxes
decreased 3.2% for the first nine months of 2002 compared to the first nine
months of 2001. The decrease in revenue was primarily due to lower fee-income
generated on selected asset sales. The decrease in income before income taxes
was primarily due to the lower revenue, offset by lower interest expense driven
by 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 September 30, 2002 decreased $106.7
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.
Lease finance receivables represent the Company's expected future rental
payments on its finance leases and amounted to approximately $2.7 billion at
September 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 September 30, 2002 was $334.9 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 2.54 percent at September
30, 2002 and 2.37 percent at December 31, 2001. PBCC charged $29.7 million
against the allowance for credit losses for the nine months ended September 30,
2002 compared to $36.6 million for the same period of 2001.
At September 30, 2002, PBCC's total investment in commercial aircraft leasing
transactions was $507.3 million, which is composed of transactions with U.S. and
foreign airlines of 44 percent and 56 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
$301.3 million, direct financing lease transactions of $124.1 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 $81.9 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 40
percent of the aircraft leveraged lease portfolio is further secured by 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 12.8
US Airways 4 11.8
Delta 5 9.6
America West 1 3.8
American 6 3.7
Southwest 2 1.9
Northwest 1 0.6
Alaska Air 1 0.2
-- ----
25 44.4
-- ----
Foreign
-----
KLM 2 21.2
Qantas 2 14.6
Japan 2 8.9
Air France 1 6.5
Lufthansa 1 4.4
-- ----
8 55.6
-- ----
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 $59.8 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 continues to be uncertain as to the outcome of the US Airways bankruptcy
proceeding and the impact on its investment in aircraft leases with US Airways.
Under the Bankruptcy Code, US Airways may 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.
The Company is currently in discussions with US Airways as to whether it will
continue leasing these aircraft to them post bankruptcy at reduced lease rates.
The Company also extended the time for rejection of the aircraft by 60 days to
allow PBCC time to negotiate a mutually acceptable arrangement to continue
leasing these aircraft to US Airways. Depending on the amount of the reduction
to the lease rate, the Company may have to record additional charges for
uncollectible lease receivables, which are not already covered by its existing
allowance for credit losses. If the Company is unable to reach agreement on
acceptable lease rates, it may repossess the aircraft which could result in
material charges related to the write-down of the investment in these
transactions.
PITNEY BOWES CREDIT CORPORATION
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Portfolio Quality (continued)
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 $65.0 million. To date, United
has made all contractual payments on the above transactions. The Company has
begun discussions with United concerning its leased aircraft and 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
airline 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 obligations under its leases.
Other Matters
Capital Services Segment:
In October 2002, PBI announced that it is reviewing possible actions to reduce
its overall exposure in its Capital Services segment to focus exclusively on
transactions related to its postal and document-related financing business. At
September 30, 2002, PBCC's total investment in Capital Services lease related
assets included in its Consolidated Balance Sheet was composed of the following:
(Dollars in millions) September 30,2002
---------------------
Leveraged leases $ 1,293
Finance receivables 1,053
Investment in partnership 162
Rental equipment 21
-----------
Total $ 2,529
===========
Leveraged leases are diversified across the following types of assets:
o $336 million related to commercial real estate facilities.
o $301 million for aircraft transactions with major commercial airlines.
o $240 million for postal equipment with international postal authorities.
o $155 million related to locomotives and railcars.
o $131 million for rail and bus facilities.
o $130 million for telecommunications equipment.
The Company's leveraged lease investment in telecommunications equipment
represents leases to three highly rated international telecommunications
entities. Approximately 87 percent of this portfolio is further secured by
equity defeasance accounts or other third party credit arrangements.
Additionally, the Company's leveraged lease investment in commercial real estate
facilities includes approximately $84 million related to leases of corporate
facilities to four U.S. telecommunication entities, of which $69 million is with
lessees that are highly rated.
Overall, approximately 51% of the Company's $1.3 billion leveraged lease
portfolio is further secured by equity defeasance accounts or other third party
credit arrangements. In addition, 17% of the Company's remaining leveraged lease
portfolio represents leases to highly rated government related organizations,
which have guarantees or supplemental credit enhancements upon the occurrence of
certain events.
PITNEY BOWES CREDIT CORPORATION
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Other Matters (continued)
Capital Services finance receivables are composed of the following:
Assets held for sale $ 420
Single investor leases:
Large ticket single investor leases 405
Imagistics lease portfolio 228
------------
Total $ 1,053
============
Investment in partnership represents a 50% equity interest in PBG Capital
Partners LLC (PBG). PBG was formed by PBCC and GATX Corporation during 1997 for
the purposes of financing and managing certain leasing related assets. The
Company accounts for its investment in PBG under the equity method.
The Company expects to phase out its assets held for sale portfolio by the end
of next year. The Consolidated Statement of Income includes financing revenue of
$5.2 million and $16.4 million for the quarters ended September 30, 2002 and
2001, respectively, and $21.5 million and $28.4 million for the nine months
ended September 30, 2002 and 2001, respectively, attributable to its assets held
for sale portfolio.
The Company is reviewing its other Capital Services investments and will be
determining the optimum time for divesting those assets, other than postal and
document related assets, including timing the disposal of these assets, to
maximize value. At September 30, 2002, Capital Services postal and document
related assets consist of leveraged leases of $240 million for postal equipment
with international postal authorities and its Imagistics lease portfolio of $228
million. The Company plans to continue to originate postal and document related
assets, which it may hold as investments or sell to third parties.
Due to the wide range of possible actions and outcomes, which the Company is
currently reviewing, PBCC is uncertain at this time as to the potential impact
of these actions on its financial position, results of operations and cash
flows.
Expected Deregistration of PBCC:
On October 23, 2002, PBCC filed a Form 15 with the Securities and Exchange
Commission ("SEC"). The filing of the Form 15 is the final step in relieving the
Company of its reporting requirements under the Securities Exchange Act of 1934.
The SEC may take up to 90 days to review the certification. PBCC expects a
favorable ruling from the SEC and believes this Form 10-Q for the quarterly
period ended September 30, 2002 will be the Company's final periodic report
filing.
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 43 percent short-term and 57
percent long-term at September 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 36 percent variable-rate and 64 percent
fixed-rate at September 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 September 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 September 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.
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 September 30, 2002 with a total principal balance of $53.6
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 September 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 September 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.
PITNEY BOWES CREDIT CORPORATION
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company will continue to use cash to invest in finance assets with emphasis
on Internal Financing programs and in select investment in Capital Services
transactions. 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.
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 September 30, 2002, PBI 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 about $24 million, substantially all of which relates to PBCC. In
August 2002, PBI filed a protest 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,
financial position or cash flows. However, if the IRS prevails on its asserted
deficiencies, additional tax may be due for 1995 and future tax years, which
could materially impact the Company's results of operations, financial position
or cash flows. At any time, PBCC's provision for taxes could be impacted by
changes in tax law and interpretations 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 talk about 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 timing and execution of the meter transition 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
o terms and timing of actions to reduce exposures in Capital Services segment
o changes in pension and retiree medical costs
Item 3. - Quantitative and Qualitative Disclosures about Market Risk
There were no material changes to the disclosures made in the Annual Report on
Form 10-K for the year ended December 31, 2001 regarding this matter.
Item 4. - Controls and Procedures
(a) Explanation of Disclosure Controls and Procedures
The Company's chief executive officer and chief financial officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in Exchange Act Rules 13a-14(c) and 15d-14 (c)) as of a
date (the "Evaluation Date") within 90 days of the filing date of this quarterly
report, have concluded that as of the Evaluation Date, the disclosure controls
and procedures were adequate and effective and designed to ensure that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by others within those entities.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the internal controls subsequent to the
Evaluation Date, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. -- LEGAL PROCEEDINGS
In the ordinary course of business, the Company and PBI, its parent, are
routinely defendants in or parties to a number of pending and threatened legal
actions and proceedings, including actions purportedly brought on behalf of
classes of claimants. These may involve litigation by or against the Company and
PBI relating to, among other things:
o contractual rights under vendor, insurance or other contracts
o intellectual property or patent rights
o equipment, service, payment or other disputes with customers
o disputes with employees
In those cases where the Company is the defendant, plaintiffs may seek to
recover large and sometimes unspecified amounts or other types of relief and
some matters may remain unresolved for several years. Although the Company
cannot predict the outcome of such matters, based on current knowledge,
management does not believe that the ultimate outcome of these litigations will
have a material adverse effect on the Company's financial position, results of
operations or cash flows.
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 September 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: November 12, 2002
By /s/ MICHAEL C. COSTELLO
------------------------
Michael C. Costello
Controller
(Principal Accounting Officer)
Dated: November 12, 2002
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew S. Kissner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pitney Bowes Credit
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 12, 2002
/s/ Matthew S. Kissner
- ----------------------
Matthew S. Kissner
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Kleinman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pitney Bowes Credit
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
d. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
e. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
f. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
c. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
d. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 12, 2002
/s/ David Kleinman
- ------------------
David Kleinman
Vice President, Finance and
Chief Administrative Officer
Exhibit (12)
Computation of Ratio of Earnings to Fixed Charges
(in thousands of dollars)
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Income before income taxes.............. $ 80,039 $ 79,256 $ 239,310 $ 121,965
------- ------- ------- -------
Fixed charges:
Net interest on debt.................. 19,216 26,457 62,613 80,277
One third rent expense................ 93 152 350 338
------- ------- ------- -------
Total fixed charges..................... 19,309 26,609 62,963 80,615
------- ------- ------- -------
Earnings before fixed charges........... $ 99,348 $ 105,865 $ 302,273 $ 202,580
======= ======= ======= =======
Ratio of earnings to fixed charges (1)(2) 5.15X 3.98X 4.80X 2.51X
======= ======= ======= =======
(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 3.88 for the
nine months ended September 30, 2001.
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 September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, I, Matthew S. Kissner, Chief Executive 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/ Matthew S. Kissner
- ----------------------
Matthew S. Kissner
Chief Executive Officer
November 12, 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 September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, I, David Kleinman, Vice President, Finance and Chief
Administrative 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
November 12, 2002