SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
F O R M 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, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----- -----
Commission File Number: 0-13497
PITNEY BOWES CREDIT CORPORATION
State of Incorporation IRS Employer Identification No.
Delaware 06-0946476
201 Merritt Seven
Norwalk, Connecticut 06856-5151
Telephone Number: (203) 846-5600
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
As of October 31, 1995, 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 - Form 10-Q
Nine Months Ended September 30, 1995
Page 2 of 18
Pitney Bowes Credit Corporation
Index
-------------------------------
Page Number
-----------
Part I - Financial Information:
Item 1. Financial Statements
Consolidated Statement of Income -
Three and Nine Months Ended
September 30, 1995 and 1994 . . . . . . 3
Consolidated Balance Sheet -
September 30, 1995 and
December 31, 1994 . . . . . . . . . . . 4
Consolidated Statement of Cash Flows -
Nine Months Ended
September 30, 1995 and 1994 . . . . . . 5 - 6
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . . 7 - 9
Item 2. Management's Narrative Analysis of
the Results of Operations . . . . . . . 10 - 14
Part II - Other Information:
Item 1. Legal Proceedings . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . 16
Exhibit (i) - Computation of Ratio of Earnings
to Fixed Charges . . . . . . . . . . . . . . . 17
Exhibit (ii) - Financial Data Schedule . . . . . 18
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 3 of 18
Part I - Financial Information
Item 1. Financial Statements
Pitney Bowes Credit Corporation
Consolidated Statement of Income
(Unaudited)
--------------------------------
(Dollars in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ------------------
1995 1994 1995 1994
------- ------- ------- -------
Revenue:
Finance income . . . . . . . . . . . $166,294 $147,984 $478,199 $413,250
Equipment sales. . . . . . . . . . . 2,474 - 2,474 26,961
------- ------- ------- -------
Total revenue. . . . . . . . . . . 168,768 147,984 480,673 440,211
------- ------- ------- -------
Expenses:
Selling, general and administrative. 34,831 31,582 100,162 84,582
Depreciation and amortization. . . . 9,238 6,762 23,064 19,158
Cost of equipment sales. . . . . . . 2,163 - 2,163 25,217
Provision for credit losses. . . . . 13,315 16,108 38,633 44,082
Interest . . . . . . . . . . . . . . 51,236 39,825 150,703 109,955
Nonrecurring items, net (Note 5) . . - (3,311) - (3,311)
------- ------- ------- -------
Total expenses . . . . . . . . . . 110,783 90,966 314,725 279,683
------- ------- ------- -------
Income before income taxes . . . . . . 57,985 57,018 165,948 160,528
Provision for income taxes . . . . . . 17,984 19,122 52,164 53,992
------- ------- ------- -------
Income before effect of a change in
accounting for postemployment
benefits . . . . . . . . . . . . . . 40,001 37,896 113,784 106,536
Effect of a change in accounting for
postemployment benefits (Note 4) . . - - - (2,820)
------- ------- ------- -------
Net income . . . . . . . . . . . . . . $ 40,001 $ 37,896 $113,784 $103,716
======= ======= ======= =======
Ratio of earnings to fixed charges . . 2.12X 2.42X 2.09X 2.45X
======= ======= ======= =======
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 4 of 18
Pitney Bowes Credit Corporation
Consolidated Balance Sheet
(Unaudited)
-------------------------------
(Dollars in thousands) September 30, December 31,
------------- ------------
1995 1994
------------- ------------
Assets
- ------
Cash . . . . . . . . . . . . . . . . . . . . . . $ 13,950 $ 11,250
---------- ----------
Investments:
Finance assets (Note 2). . . . . . . . . . . . 4,048,557 3,732,790
Investment in leveraged leases . . . . . . . . 535,386 478,650
Assets transferred from affiliate. . . . . . . 52,394 30,033
Investment in operating leases, net of
depreciation . . . . . . . . . . . . . . . . 110,964 95,684
Allowance for credit losses. . . . . . . . . . (97,891) (95,271)
---------- ----------
Net investments. . . . . . . . . . . . . . . 4,649,410 4,241,886
---------- ----------
Other assets . . . . . . . . . . . . . . . . . . 180,825 198,701
---------- ----------
Total assets . . . . . . . . . . . . . . . . $ 4,844,185 $ 4,451,837
========== ==========
Liabilities
- -----------
Senior notes payable within one year (Note 3). . $ 1,968,900 $ 2,075,591
Short-term notes payable to Pitney Bowes Inc . . 204,500 -
Accounts payable to affiliates . . . . . . . . . 125,700 153,360
Accounts payable and accrued liabilities . . . . 143,559 228,279
Deferred taxes . . . . . . . . . . . . . . . . . 407,409 342,034
Senior notes payable after one year (Note 3) . . 1,020,500 745,500
Subordinated notes payable (Note 3) . . . . . . 132,995 133,735
---------- ----------
Total liabilities. . . . . . . . . . . . . . 4,003,563 3,678,499
---------- ----------
Stockholder's Equity
- --------------------
Common stock . . . . . . . . . . . . . . . . . . 46,000 46,000
Capital surplus. . . . . . . . . . . . . . . . . 41,725 41,725
Retained earnings. . . . . . . . . . . . . . . . 752,897 685,613
---------- ----------
Total stockholder's equity . . . . . . . . . 840,622 773,338
---------- ----------
Total liabilities and
stockholder's equity . . . . . . . . . . . . $ 4,844,185 $ 4,451,837
========== ==========
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 5 of 18
Pitney Bowes Credit Corporation
Consolidated Statement of Cash Flows
(Unaudited)
------------------------------------
(Dollars in thousands) Nine Months Ended
September 30,
-------------------------
1995 1994
---------- ----------
Cash flows from operating activities:
Net income. . . . . . . . . . . . . . . . . . $ 113,784 $ 103,716
Effect of a change in accounting for
postemployment benefits. . . . . . . . . . . - 2,820
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for credit losses . . . . . . . . 38,633 44,082
Cost of equipment sales . . . . . . . . . . 2,163 25,217
Depreciation and amortization . . . . . . . 23,064 19,158
Decrease in accounts payable to
affiliates . . . . . . . . . . . . . . . . (27,660) (35,999)
Decrease in accounts payable and accrued
liabilities. . . . . . . . . . . . . . . . (84,720) (45,363)
Increase in deferred taxes. . . . . . . . . 65,375 64,780
Increase in assets transferred from
affiliate. . . . . . . . . . . . . . . . . (27,101) (45,573)
Other, net. . . . . . . . . . . . . . . . . (6,161) (2,851)
--------- ---------
Net cash provided by operating
activities . . . . . . . . . . . . . . . . 97,377 129,987
--------- ---------
Cash flows from investing activities:
Investment in finance assets . . . . . . . (1,083,265) (797,522)
Investment in leveraged leases. . . . . . . (45,499) (47,972)
Investment in operating leases. . . . . . . (27,731) (44,451)
Cash receipts collected under financing
contracts, net of finance income
recognized . . . . . . . . . . . . . . . . 725,839 727,066
Investment in mortgage servicing rights . . (46,268) (22,503)
Loans and advances to affiliated companies,
net. . . . . . . . . . . . . . . . . . . . 63,133 (2,933)
Additions to equipment and leasehold
improvements . . . . . . . . . . . . . . . (6,455) (3,014)
--------- ---------
Net cash used in investing activities . . . (420,246) (191,329)
--------- ---------
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 6 of 18
Pitney Bowes Credit Corporation
Consolidated Statement of Cash Flows
(Unaudited)
------------------------------------
(Dollars in thousands) Nine Months Ended
September 30,
-------------------------
1995 1994
---------- ----------
Cash flows from financing activities:
(Decrease) increase in short-term debt. . . (77,191) 91,192
Short-term loans from Pitney Bowes Inc. . . 204,500 4,136
Proceeds from the issuance of senior notes
payable after one year . . . . . . . . . . 275,000 200,000
Settlement of long-term debt. . . . . . . . (29,500) (200,794)
Payments to settle subordinated debt. . . . (740) -
Dividends paid to Pitney Bowes Inc. . . . . (46,500) (31,500)
--------- ---------
Net cash provided by financing activities . 325,569 63,034
--------- ---------
Increase in cash. . . . . . . . . . . . . . . 2,700 1,692
Cash at beginning of period . . . . . . . . . 11,250 6,237
--------- ---------
Cash at end of period . . . . . . . . . . . . $ 13,950 $ 7,929
========= =========
Interest paid . . . . . . . . . . . . . . . . $ 154,059 $ 125,509
========= =========
Income taxes refunded . . . . . . . . . . . . $ (30,545) $ (9,675)
========= =========
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 7 of 18
Pitney Bowes Credit Corporation
Notes to Consolidated Financial Statements
------------------------------------------
Note 1:
- ------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of Pitney Bowes
Credit Corporation (the Company or PBCC), all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial
position of the Company as of September 30, 1995 and the results of its
operations and cash flows for the nine months ended September 30, 1995 and
1994 have been included. Operating results for the nine months ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1995. 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,
1994.
Note 2:
- ------
The composition of the Company's finance assets is as follows:
(Dollars in thousands) September 30, December 31,
------------- ------------
Finance Assets 1995 1994
------------- ------------
Gross finance receivables . . . . . . . . . . $ 4,734,048 $ 4,393,826
Unguaranteed residual valuation . . . . . . . 613,589 573,892
Initial direct cost deferred. . . . . . . . . 90,427 76,322
Unearned income . . . . . . . . . . . . . . . (1,389,507) (1,311,250)
---------- ----------
Total finance assets. . . . . . . . . . . . $ 4,048,557 $ 3,732,790
========== ==========
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 8 of 18
Note 3:
- ------
The composition of the Company's notes payable is as follows:
(Dollars in thousands) September 30, December 31,
------------- ------------
Senior Notes Payable 1995 1994
------------- ------------
Commercial paper at a weighted average
interest rate of 5.76% (5.84% in 1994). . . $1,773,900 $1,865,110
Notes payable against bank lines of
credit and others at a weighted average
interest rate of 2.99% (3.63% in 1994). . . 195,000 180,981
Current installment of long-term debt
due within one year at interest rates of
6.56% to 6.66%. . . . . . . . . . . . . . . - 29,500
--------- ---------
Total senior notes payable within one year. . 1,968,900 2,075,591
Senior notes payable after one year at
interest rates of 5.625% to 9.25%
through 2009. . . . . . . . . . . . . . . . 1,020,500 745,500
--------- ---------
Total senior notes payable. $2,989,400 $2,821,091
========= =========
At September 30, 1995, the Company had outstanding short-term loans from
Pitney Bowes, Inc. of $204.5 million at a weighted average interest rate of
5.72 percent.
In May 1995, the Company issued $100 million of 6.250 percent notes due in
June 1998 and $100 million of 6.625 percent notes due in June 2002. In June
1995, the Company also issued $25 million of medium-term notes due in June
1998 and $50 million due in June 2000 with a weighted average coupon rate of
6.014 percent.
September 30, December 31,
------------- ------------
Subordinated Notes Payable 1995 1994
------------- ------------
Non-interest bearing notes due
Pitney Bowes Inc. . . . . . . . . . . . . . $ 132,995 $ 132,995
12.75% note payable in 1995 . . . . . . . . . - 740
--------- ---------
Total subordinated notes payable. . . . . . . $ 132,995 $ 133,735
========= =========
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 9 of 18
Note 4:
- ------
The Company adopted Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (FAS 112), as of January
1, 1994. FAS 112 requires that postemployment benefits be recognized on the
accrual basis of accounting. Postemployment benefits include primarily
Company provided medical benefits to disabled employees and Company provided
life insurance as well as other disability- and death-related benefits to
former and inactive employees, their beneficiaries and covered dependents.
The one-time effect of adopting FAS 112 in the first quarter of 1994 was a
non-cash, after-tax charge of $2.8 million (net of approximately $1.9 million
of income taxes).
Note 5:
- ------
In the third quarter of 1994, a net nonrecurring credit of $3.3 million
resulted from a $3.5 million credit to income for changes made to certain
postemployment benefits and Pitney Bowes' decision to undertake certain
strategic actions which resulted in the Company's establishment of a $.2
million reserve.
Since the first quarter of 1994, the Company's parent Pitney Bowes, as part
of its employee work-life initiatives, has actively sought employee input
regarding benefits and it was concluded that employees prefer benefits more
closely related to their changing work-life needs. As a result, in the third
quarter of 1994, Pitney Bowes significantly reduced or eliminated certain
postemployment benefits, specifically service-related company-subsidized life
insurance, salary continuance and medical benefits, resulting in an after-tax
credit to net income of $2.1 million ($3.5 million before applicable income
taxes).
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 10 of 18
Item 2. Management's Narrative Analysis of the Results of Operations
------------------------------------------------------------
Results of Operations - third quarter of 1995 compared to third quarter
of 1994
- -----------------------------------------------------------------------
Income for the third quarter of 1995 was $40.0 million compared to $37.9
million for the same period of 1994, an increase of 5.6 percent. The
increase is principally due to higher levels of finance and fee income in
addition to lower credit loss provision levels partially offset by higher
borrowing costs and higher selling, general and administrative (SG&A)
expenses.
Finance income in the third quarter of 1995 increased 12.4 percent to
$166.3 million. Finance income for Internal small-ticket financing
programs increased 12.3 percent to $74.8 million primarily due to higher
fee based programs and higher asset levels partly offset by lower lease
rates on new business. Finance income for External large-ticket
financing programs increased 22.0 percent to $50.3 million primarily due
to higher fee based programs and higher lease rates on new business.
Finance income related to External small-ticket financing programs
decreased 6.2 percent to $31.2 million primarily due to the impact of the
sale of $55.0 million of finance assets in September 1994 partially
offset by higher investment levels and higher lease rates in 1995.
Exclusive of the September 1994 asset sales impact, financial income for
the External small-ticket financing programs would have increased 27.4
percent for the third quarter of 1995. Revenue generated from mortgage
servicing increased to $10.0 million in the third quarter of 1995 from
$6.9 million in the third quarter of 1994 due to a larger mortgage
servicing portfolio.
SG&A expenses were $34.8 million in the third quarter of 1995 compared to
$31.6 million for the same period of 1994. SG&A expenses for Internal
small-ticket and External large-ticket financing programs increased 9.6
percent to $14.2 million and 26.2 percent to $4.2 million respectively,
primarily due to higher personnel related costs. SG&A expenses for
External small-ticket financing programs decreased $.3 million to $12.4
million principally due to higher costs related to the sale of finance
assets in September 1994 offset by a higher level of marketing fees paid
to brokers on higher levels of 1995 new business. SG&A expenses related
to mortgage servicing increased $1.5 million to $4.0 million due to
higher operating costs associated with the larger mortgage servicing
portfolio.
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 11 of 18
Amortization of purchased mortgage servicing rights increased to $4.5
million in the third quarter of 1995 compared to $3.1 million in the
third quarter of 1994 due to the larger mortgage servicing portfolio.
Depreciation on operating leases was $4.1 million in the third quarter of
1995 compared to $2.8 million for the same period of 1994 reflecting a
higher operating lease investment balance in 1995. Amortization of
deferred costs associated with the Company's participation in a
partnership transaction completed in the fourth quarter of 1993, totalled
$.6 million for the third quarter of 1995 compared to $.9 million for the
third quarter of 1994.
The provision for credit losses for the third quarter of 1995 was $13.3
million compared to $16.1 million in the third quarter of 1994. The
provision for Internal small-ticket financing programs increased .2
percent to $8.6 million primarily due to higher investment levels. The
provision for External large-ticket financing programs was a credit of
$.3 million, compared to a $.1 million credit in 1994, reflecting
adjustments for management's current evaluation of expected losses. The
provision for the External small-ticket financing programs decreased by
$2.6 million to $5.0 million due to the impact of the sale of finance
assets in the third quarter of 1994.
The Company's allowance for credit losses as a percentage of net lease
receivables (net investments before allowance for credit losses and
deferred investment tax credits plus the uncollected principal balance of
receivables sold) was 2.03 percent at September 30, 1995 and 2.12 percent
at December 31, 1994.
Interest expense was $51.2 million in the third quarter of 1995 compared
to $39.8 million in 1994 reflecting higher short-term interest rates as
well as higher average borrowings in the third quarter of 1995. The
effective interest rate on short-term average borrowings was 5.60 percent
for the third quarter of 1995 compared to 4.66 percent for the same
period of 1994. The Company does not match fund its financing
investments and does not apply different interest rates to its various
financing portfolios.
The effective tax rate for the third quarter of 1995 was 31.0 percent
compared to 33.5 percent in 1994. The decrease is principally due to
higher tax-exempt income and the impact of the residual portfolio
purchase completed in the fourth quarter of 1994.
The Company's ratio of earnings to fixed charges was 2.12 times for the
third quarter of 1995 compared to 2.42 times for the same period of 1994
reflecting a higher effective interest rate in 1995.
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 12 of 18
Results of Operations - first nine months of 1995 compared to first nine
months of 1994
- ------------------------------------------------------------------------
For the first nine months of 1995 compared to the same period of 1994,
finance income increased 15.7 percent, while income before the one-time
effect of a change in accounting for postemployment benefits was $113.8
million compared to $106.5 million for the same period of 1994, an
increase of 6.8 percent. The prior year period reflects a $2.8 million
after-tax charge for the impact of adopting Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" (FAS 112) as of January 1, 1994.
The factors that affected the change in finance income and income before
the effect of a change in accounting for postemployment benefits were
essentially the same as those affecting the third quarter of 1995 versus
1994.
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
maturities, variable- and fixed-rate debt and interest rate swap
agreements to control its sensitivity to interest rate volatility.
PBCC's debt mix was 66 percent short-term and 34 percent long-term at
September 30, 1995 and 70 percent short-term and 30 percent long-term at
December 31, 1994. PBCC's swap adjusted variable-rate versus fixed-rate
debt mix was 54 percent variable-rate and 46 percent fixed-rate at
September 30, 1995 and 56 percent variable-rate and 44 percent fixed-rate
at December 31, 1994. The Company may borrow through the sale of
commercial paper, under its confirmed bank lines of credit, and by
private and public offerings of intermediate- or long-term debt
securities.
The Company has $125 million of unissued debt securities available from
a $500 million shelf registration statement filed with the Securities and
Exchange Commission (SEC) in October 1992. In September 1995, the
Company filed another registration statement on Form S-3 with the SEC for
an additional $625 million of debt securities which was declared
effective November 7, 1995. In November 1995, the Company commenced a
$500 million medium-term note offering. The $750 million available under
shelf registration statements should meet the Company's long-term
financing needs for the next two years. The Company also had unused
lines of credit and revolving credit facilities totaling $1.62 billion at
September 30, 1995, largely supporting its commercial paper borrowings.
Additional financing will be arranged as deemed necessary. The Company's
borrowing requirements will be primarily dependent upon the level of
equipment purchases from Pitney Bowes Inc., the level of External large-
and small-ticket financing activity and the refinancing of maturing debt.
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 13 of 18
The Company's utilization of derivative instruments is currently limited
to interest rate swap agreements (interest rate swaps) and foreign
currency exchange forward contracts (foreign currency contracts). The
Company periodically enters into interest rate swaps as a means of
managing interest rate exposure. The interest rate differential to be
paid or received is recognized over the life of the agreements 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
swaps to the extent of the differential between fixed- and variable-
rates; such exposure is considered minimal. The Company has entered into
foreign currency contracts for the purpose of minimizing its risk of loss
from fluctuations in exchange rates in connection with certain
intercompany loans and certain transfers to the Company by foreign
affiliates of foreign currency denominated lease receivables. The
Company is exposed to credit loss in the event of non-performance by the
counterparties to the foreign currency 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.
Since the Company normally enters into derivative transactions only with
members of its banking group, the credit risk of these transactions is
monitored as part of the normal credit review of the banking group. The
Company monitors the market risk of derivative instruments through
periodic review of fair market values.
Gross finance assets (gross finance receivables plus unguaranteed
residual valuation) at the end of the third quarter of 1995 increased 7.6
percent from December 31, 1994. The increase is principally due to
higher levels of new volume in all financing programs. Gross finance
assets at September 30, 1995 were 14.2 percent, or $663.7 million higher
than September 30, 1994. The Company continues to develop strategies in
support of ongoing debt level management. Emphasis on fee-based
transactions and consideration of the sale of certain financing
transactions are expected to continue to control the growth of External
large-ticket investments and debt levels. Overall levels of lease
receivables are in line with management's expectations.
The Company's liquidity ratio (finance contracts receivable, including
residuals, expected to be realized in cash over the next 12 months to
current maturities of debt over the same period) was .63 times at
September 30, 1995 and .61 times at December 31, 1994.
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 14 of 18
The Company will continue to use cash to invest in finance assets with
emphasis on Internal and External small-ticket leasing transactions and
controlled investment in External large-ticket financing 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. Additional cash, to the extent needed, is
expected to be provided from commercial paper and intermediate- or long-
term debt securities. While the Company expects that market acceptance
of its short- and long-term debt will continue to be strong, additional
liquidity is available, if needed, under revolving credit facilities and
credit lines.
In December 1992, as part of the restructuring and reincorporation of its
German affiliate, Adrema Leasing Corporation (Adrema), the Company
purchased certain finance receivables and other assets from Adrema. In
connection with these assets, Pitney Bowes Inc. and the Company
(Companies) have completed their inquiry and evaluation, begun in 1993,
of the assets and liabilities of the German leasing business. At this
time, the Companies believe that sufficient reserves for credit losses
are in place to provide for currently expected losses. As part of the
orderly liquidation of assets from leasing non-Pitney Bowes products in
Germany, Adrema continues to bill and collect accounts and repossess and
remarket collateral where possible. These activities are expected to
continue for the remainder of the lease terms.
The Companies are scrutinizing the circumstances surrounding the losses.
German authorities have undertaken criminal proceedings with respect to
the conduct of certain German lessees of non-Pitney Bowes products and,
at the request of the Companies, with respect to the disposition of the
Companies' German leasing business assets. These proceedings include the
former general manager of the Companies' German leasing business and
others involved in that business. The principals of one of the
Companies' large German leasing accounts have been convicted of fraud
against Adrema and others. The Companies are party to certain civil
litigation and are continuing their evaluation of additional actions they
can take against former management personnel of their German leasing
business and others.
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 15 of 18
Part II - Other Information
---------------------------
Item 1. Legal proceedings
The Company is a 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.
Pitney Bowes Inc. has been advised that the Antitrust Division of
the United States Department of Justice is conducting a civil
investigation of its postage equipment business (including
subsidiaries) to determine whether there is, has been, or may be
a violation of the surviving provisions of the 1959 consent decree
between Pitney Bowes Inc. and the U.S. Department of Justice, and
or the antitrust laws. The Company intends to cooperate with the
Department's investigation.
Item 6. Exhibits and Reports on Form 8-K
(a) 1. Financial Statements - see index on page 2
2. Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Reg. S-K Incorporation
Exhibits Description by Reference
-------- -------------------------- ----------------
(12) Computation of Ratio of See Exhibit (i)
Earnings to Fixed Charges on page 17
(27) Financial Data Schedule See Exhibit (ii)
on page 18
There are no unregistered debt instruments in which the
total amount of securities authorized thereunder exceeds
10 percent of the total assets of the Company. Copies of
all instruments defining the rights of securities holders
are available upon request.
(b) No new reports on Form 8-K were filed for the three months
ended September 30, 1995 that have not been disclosed in
the prior Form 10-Q.
Pitney Bowes Credit Corporation - Form 10-Q
Nine Months Ended September 30, 1995
Page 16 of 18
SIGNATURES
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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
Date: November 14, 1995 /s/ G. Kirk Hudson
-------------------- -----------------------------
G. Kirk Hudson
Vice President - Finance
(Principal Financial Officer)
/s/ Thomas P. Santora
------------------------------
Thomas P. Santora
Controller
(Principal Accounting Officer)