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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2001
OR
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-80775-01
Case Credit Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
76-0394710
(I.R.S. Employer Identification No.)
233 Lake Ave., Racine, WI 53403
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (262) 636-6011
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 [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $5.00 per share: 200 shares outstanding as of
November 14, 2001, all of which are owned by CNH Capital Corporation.
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TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements
Consolidated Statements of Income.............................. 3
Consolidated Balance Sheets.................................... 4
Consolidated Statements of Cash Flows.......................... 5
Consolidated Statements of Changes in Stockholder's Equity..... 6
Notes to Financial Statements.................................. 7
Item 2. Management's Analysis of Results of Operations............ 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II
Item 1. Legal Proceedings......................................... *
Item 2. Changes in Securities..................................... *
Item 3. Defaults Upon Senior Securities........................... *
Item 4. Submission of Matters to a Vote of Security Holders....... *
Item 5. Other Information......................................... *
Item 6. Exhibits and Reports on Form 8-K.......................... 17
- --------
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
2
PART I.
Item 1. Financial Statements.
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(in millions)
(Unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2001 2000 2001 2000
------------- ------------- ------------- -------------
Revenues:
Finance income earned on retail and other notes
and finance leases............................... $ 39 $ 55 $135 $149
Interest income from Case Corporation.............. 11 10 31 26
Net (loss) gain on retail and wholesale notes sold. (20) 20 26 36
Securitization and servicing fee income............ 11 11 33 35
Lease income on operating leases................... 26 28 80 83
Other income....................................... 5 4 13 11
---- ---- ---- ----
Total revenues................................. 72 128 318 340
Interest expenses:
Third parties...................................... 26 53 89 161
Affiliated......................................... 26 8 68 11
---- ---- ---- ----
Total interest expenses........................ 52 61 157 172
Operating expenses:
Fees charged by Case Corporation................... 8 8 25 22
Administrative and operating expenses.............. 5 6 18 17
Provision for credit losses........................ 11 18 91 53
Goodwill amortization.............................. 2 2 5 5
Depreciation of equipment on operating leases...... 16 18 49 51
Other.............................................. (3) (2) 1 (2)
---- ---- ---- ----
Total operating expenses....................... 39 50 189 146
---- ---- ---- ----
Total expenses................................. 91 111 346 318
---- ---- ---- ----
(Loss) income before taxes............................ (19) 17 (28) 22
Income tax (benefit) provision........................ (7) 6 (10) 8
---- ---- ---- ----
Net (loss) income..................................... $(12) $ 11 $(18) $ 14
==== ==== ==== ====
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Income.
3
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(in millions, except share data)
(Unaudited)
September 30, December 31,
ASSETS 2001 2000
------ ------------- ------------
Cash and cash equivalents.................................................... $ 87 $ 38
Retail and other notes and finance leases.................................... 2,768 2,263
Wholesale notes and accounts................................................. 496 273
Due from trusts.............................................................. 270 280
------ ------
Total receivables..................................................... 3,534 2,816
Allowance for credit losses.................................................. (112) (84)
------ ------
Total receivables--net................................................ 3,422 2,732
Affiliated accounts receivable............................................... 274 18
Affiliated notes receivable.................................................. 12 --
Asset-backed certificates.................................................... 193 204
Equipment on operating leases, at cost....................................... 547 619
Accumulated depreciation..................................................... (88) (78)
------ ------
Net equipment on operating leases..................................... 459 541
Property and equipment, at cost.............................................. 13 12
Accumulated depreciation..................................................... (4) (2)
------ ------
Net property and equipment............................................ 9 10
Goodwill, net of accumulated amortization.................................... 114 121
Assets held for sale......................................................... 112 27
Other assets................................................................. 116 183
------ ------
Total................................................................. $4,798 $3,874
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Short-term debt.............................................................. $1,100 $1,299
Accounts payable and other accrued liabilities............................... 352 216
Affiliated debt.............................................................. 2,404 1,170
Deposits withheld from dealers............................................... 11 9
Long-term debt............................................................... 325 527
------ ------
Total liabilities..................................................... 4,192 3,221
------ ------
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized, issued and outstanding. -- --
Paid-in capital........................................................... 674 674
Accumulated other comprehensive loss...................................... (45) (16)
Retained deficit.......................................................... (23) (5)
------ ------
Total stockholder's equity............................................ 606 653
------ ------
Total................................................................. $4,798 $3,874
====== ======
The accompanying notes to financial statements are an integral part of these
Consolidated Balance Sheets.
4
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(in millions)
(Unaudited)
Nine Months Ended Nine Months Ended
September 30, 2001 September 30, 2000
------------------ ------------------
Operating activities:
Net (loss) income....................................................... $ (18) $ 14
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Purchase accounting amortization.................................... 12 17
Depreciation and amortization....................................... 58 59
Provision for credit losses......................................... 91 53
Net gain on retail and wholesale notes sold......................... (26) (36)
Unremitted equity method earnings from joint ventures............... (2) --
Changes in components of working capital:
Decrease (increase) in other assets.............................. 3 (33)
Increase (decrease) in accounts payable and other accrued
liabilities.................................................... 84 (24)
Other, net....................................................... (14) (21)
------- -------
Net cash provided by operating activities.................... 188 29
------- -------
Investing activities:
Cost of retail receivables acquired..................................... (2,744) (2,083)
Cost of wholesale receivables acquired.................................. (2,207) (956)
Proceeds from sales of retail receivables............................... 927 1,859
Proceeds from sales of wholesale receivables............................ 1,158 272
Collections of retail receivables....................................... 1,004 255
Collections of wholesale receivables.................................... 832 415
Purchase of equipment on operating leases (net of disposals)............ (33) (44)
Decrease (increase) in investments and other assets..................... 99 (16)
Expenditures for property and equipment................................. (1) (3)
------- -------
Net cash (used) by investing activities...................... (965) (301)
------- -------
Financing activities:
Proceeds from issuance of affiliate debt (net of repayment)............. 1,234 700
Proceeds from issuance of long-term debt................................ -- 43
Payment of long-term debt............................................... (800) (390)
Increase (decrease) in borrowings under revolving credit facilities..... 241 (118)
Proceeds from issuance of short-term debt............................... 173 --
Payment of short-term debt.............................................. (22) --
------- -------
Net cash provided by financing activities.................... 826 235
------- -------
Increase (decrease) in cash and cash equivalents........................... 49 (37)
Cash and cash equivalents, beginning of period............................. 38 67
------- -------
Cash and cash equivalents, end of period................................... $ 87 $ 30
======= =======
Cash paid during the period for interest................................... $ 169 $ 171
======= =======
Cash (received) during the period for taxes................................ $ -- $ (24)
======= =======
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Cash Flows.
5
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(in millions)
(Unaudited)
Accumulated
Other Retained
Common Paid-in Comprehensive Earnings Comprehensive
Stock Capital Income/(Loss) (Deficit) Total (Loss)
------ ------- ------------- --------- ----- -------------
Balance, December 31, 1999................... $ -- $674 $ 4 $ 3 $681
Comprehensive loss:
Net loss.................................. -- -- -- (8) (8) $ (8)
Translation adjustment.................... -- -- (20) -- (20) (20)
----
Total.............................. $(28)
---- ---- ---- ---- ---- ====
Balance, December 31, 2000................... $ -- $674 $(16) $ (5) $653
---- ---- ---- ---- ----
Comprehensive loss:
Net loss.................................. -- -- -- (18) (18) $(18)
Translation adjustment.................... -- -- (14) -- (14) (14)
Unrealized loss on effective hedges:
Cumulative effect of change in
accounting principle................ -- -- (5) -- (5) (5)
Reclassification of deferred loss
to earnings......................... -- -- 2 -- 2 2
Unrealized loss for the period........ -- -- (12) -- (12) (12)
---- ---- ---- ---- ---- ----
Balance of unrealized loss on
effective hedges.................... -- -- (15) -- (15) (15)
---- ---- ---- ---- ---- ----
Total.............................. $(47)
====
Balance, September 30, 2001.................. $ -- $674 $(45) $(23) $606
==== ==== ==== ==== ====
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Changes in Stockholder's Equity.
6
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1)--Basis of Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in consolidation.
Case Credit is a subsidiary of CNH Capital Corporation ("CNH Capital"),
formerly Case Capital. CNH Capital, a wholly owned subsidiary of Case
Corporation ("Case"), provides broad-based financial services for the global
marketplace. Case is a wholly owned subsidiary of CNH Global N.V. ("CNH"). As
of September 30, 2001, approximately 84.6% of CNH's outstanding common shares
are owned by Fiat Netherlands Holding N.V., a wholly owned subsidiary of Fiat
S.p.A. ("Fiat").
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments which are of a normal
recurring nature necessary to present fairly the financial position as of
September 30, 2001, and the results of operations, changes in stockholder's
equity and cash flows for the periods indicated. We suggest that you read these
interim financial statements in conjunction with the financial statements and
the notes thereto included in the Company's 2000 Annual Report on Form 10-K for
the year ended December 31, 2000. Interim financial results are not necessarily
indicative of operating results for an entire year.
Certain reclassifications have been made to conform previously issued
financial statements to the current 2001 presentation.
(2)--Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for
Derivative Instruments and Hedging Activities," which has been amended by SFAS
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of SFAS 133, an amendment of SFAS 133" and SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an amendment of SFAS 133." SFAS 133 is effective for fiscal years beginning
after June 15, 2000 and is applied to: (a) derivative instruments; and (b)
certain derivative instruments embedded in hybrid contracts that were issued,
acquired or substantively modified after December 31, 1998. SFAS 133 requires
that every derivative instrument be recorded on the balance sheet as an asset
or liability measured at its fair value and that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met.
The Company adopted SFAS 133 on January 1, 2001. SFAS 133 requires that as
of the date of initial adoption, the difference between the fair market value
of derivative instruments recorded on the balance sheet and the previous
carrying amount of those derivatives be reported in net income or other
comprehensive income, as appropriate, as the cumulative effect of a change in
accounting principle in accordance with Accounting Principles Board Opinion 20,
"Accounting Changes." To the extent that these amounts are recorded in other
comprehensive income, they will be reflected in earnings in the period in which
the hedged transaction occurs. Adoption of this accounting standard resulted in
cumulative net of tax reductions in other comprehensive income of approximately
$5 million as of January 1, 2001 and had no material impact on net income. The
adoption also resulted in an increase to assets and liabilities recorded on the
balance sheet of approximately $4 million and $9 million, respectively.
Case Credit utilizes derivative instruments to mitigate its exposure to
interest rate risk. The Company does not issue such instruments for trading
purposes. These instruments include interest rate swaps and back-to-back
interest rate caps. Interest rate swaps that have been designated in cash flow
hedging relationships are being used
7
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
by the Company to mitigate the risk of rising interest rates related to the
anticipated issuance of short-term LIBOR based debt in future periods. Gains
and losses on these instruments, to the extent that the hedge relationship has
been effective, are deferred in other comprehensive income and recognized in
interest expense over the period in which the Company recognizes interest
expense on the related debt. Ineffectiveness recognized related to these hedge
relationships was not significant for the nine months ended September 30, 2001
and is recorded in other operating expense on the Consolidated Statements of
Income. The maximum length of time over which the Company is hedging its
interest rate exposure through the use of derivative instruments designated in
cash flow hedge relationships is 48 months, and the Company expects
approximately $9 million of losses, net of tax, deferred in other comprehensive
income to be recognized in earnings over the 12 months ended September 30, 2002.
Interest rate swaps that have been designated in fair value hedge
relationships are being used by the Company to mitigate the risk of reductions
in the fair value of existing fixed rate medium-term notes due to decreases in
LIBOR based interest rates. Gains and losses on these instruments are reflected
in interest expense in the period in which they occur and an offsetting gain or
loss is also reflected in interest expense based on changes in the fair value
of the debt instrument being hedged due to changes in LIBOR based interest
rates. There was no ineffectiveness as a result of fair value hedge
relationships in the nine months ended September 30, 2001.
Case Credit also utilizes both back-to-back interest rate swaps and
back-to-back interest rate caps that are not designated in hedge relationships.
These instruments are used to mitigate interest rate risk related to the
Company's asset-backed commercial paper facility and various limited purpose
business trusts associated with the Company's retail note asset-backed
securitization programs in North America. These facilities and trusts require
Case Credit to enter into interest rate swaps and caps. To ensure that these
transactions do not result in the Company being exposed to this risk, Case
Credit enters into an offsetting interest rate swap or cap with substantially
similar terms. Net gains and losses on these instruments were insignificant for
the nine months ended September 30, 2001 and are included in other operating
expense on the Consolidated Statements of Income.
In September 2000, FASB issued SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--A Replacement
of FASB Statement 125". SFAS 140 is effective for transfers occurring after
March 31, 2001 and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. The Company adopted
the disclosure provisions related to the securitization of financial assets on
December 31, 2000. All transactions entered into after March 31, 2001 are
accounted for in accordance with this standard. This adoption did not have a
material impact on the Company.
In June 2001, FASB issued SFAS 141, "Business Combinations". SFAS 141 is
effective for all business combinations initiated subsequent to June 30, 2001
and for all business combinations accounted for under the purchase method for
which the acquisition date is July 1, 2001 or thereafter. SFAS 141 requires all
business combinations to be accounted for using the purchase method and
requires that intangible assets be identified separately from goodwill in the
allocation of the purchase price in a business combination if they constitute
either a legal or contractual right or if they are separable from other assets
acquired. Consequently, this statement will only impact future business
combinations the Company initiates.
In June 2001, FASB issued SFAS 142, "Goodwill and Other Intangible Assets".
SFAS 142 requires that, effective January 1, 2002, existing goodwill and
intangible assets with indefinite lives are no longer subject to amortization
over their estimated useful life, but rather are subject to at least an annual
assessment for impairment by applying a fair value based test. The impairment
test for intangible assets with indefinite lives must be performed, and its
results recorded, in the first quarter of 2002. As part of the impairment test
for goodwill, the Company will compare the estimated fair value of each
reporting unit with acquired goodwill to the
8
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
carrying amount of the reporting units' assets and liabilities, including
goodwill. If the fair value exceeds its carrying amount, no goodwill impairment
charge is taken. If the fair value is less than the carrying amount, the second
step of the test must be performed in which the fair value is allocated to the
reporting units' assets and liabilities other than goodwill. If this allocation
results in excess fair value, this value is compared to recorded goodwill and
an impairment loss is recorded as a change in accounting principle. The first
step of this test must be completed by June 30, 2002 and the second step must
be completed and any resulting impairment loss recorded by December 31, 2002.
After the initial adoption, annual impairment losses will be reported as
operating expenses. The Company is currently assessing the potential impact of
applying the impairment tests in this statement to its existing goodwill, and
expects that, prior to the application of such tests, adoption of the statement
will reduce goodwill amortization expense by $7 million annually.
(3)--Asset-Backed Securitizations
During the first nine months of 2001, a limited-purpose business trust
organized by CNH Capital issued $880 million of asset-backed securities to
outside investors. As of September 30, 2001, Case Credit had sold $72 million
of retail notes to a trust in connection with a prefunded 2000 securitization
and $900 million of retail notes to a trust in connection with the 2001
securitization. Of the $972 million of retail receivables sold to the trusts,
Case Credit originated $597 million and the remaining $375 million were
purchased from New Holland Credit Company LLC ("New Holland Credit Company"), a
wholly owned subsidiary of CNH, at fair value. During the first nine months of
2000, limited-purpose business trusts organized by Case Credit issued $2,370
million of asset-backed securities to outside investors. As of September 30,
2000, CNH Capital had sold $1,916 million of retail notes to the trusts in
connection with these issuances. Of the $1,916 million of retail receivables
sold to the trusts, Case Credit originated $1,009 million and the remaining
$907 million were purchased from New Holland Credit Company and New Holland
(Canada) Credit Company, wholly owned subsidiaries of CNH, at fair value. The
proceeds from the sale of retail notes during the first nine months of 2001 and
2000 were used to repay outstanding debt and to finance the purchase of
additional receivables. In the first nine months of 2001, there was a $25
million other than temporary reduction in the value of retained interests from
past securitizations versus $8 million in 2000 caused primarily by reduced cash
flow forecasts related to additional incurred and estimated future credit
losses. The $25 million for 2001 and $8 million for 2000 are included in net
(loss) gain on retail and wholesale notes sold on the Consolidated Statements
of Income.
(4)--Assets Held For Sale
Assets held for sale represents the lower of cost or fair value of equipment
repossessed from retail and finance lease contract customers and equipment
returned from operating lease customers at the end of the lease term.
(5)--Short-Term Debt
As of September 30, 2001, Case Credit sold wholesale accounts receivable
with recourse and received proceeds of $80 million, which are reflected as
short-term debt for financial statement purposes. These borrowings bear
interest equal to 4.03%, and will mature in the fourth quarter of 2001.
On June 8, 2001, Case Credit Australia Pty. Ltd. negotiated a 1-year $173
million Australian Asset-Backed Retail Conduit Transaction ($342 million in
Australian dollars), which is renewable on an annual basis. $198 million of
retail notes receivable were sold with recourse and $173 million of proceeds
were received, which are reflected as short-term debt for financial statement
purposes. As of September 30, 2001, $151 million of short-term debt remained
outstanding. The borrowings bear interest equal to 5.07%, and will mature in
June 2008.
(6)--Long-Term Debt
During the first nine months of 2001, Case Credit retired $800 million of
long-term debt in accordance with scheduled maturities.
9
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
(7)--Income Taxes
Case Credit's effective income tax benefit rate of 36% for the first nine
months of 2001 was higher than the U.S. statutory tax rate of 35%, and was
impacted primarily due to foreign income taxed at different rates and state
income taxes offset by non-deductible expenses such as goodwill and capital
taxes. Case Credit's effective income tax rate of 37% for the first nine months
of 2000 was higher than the U.S. statutory tax rate of 35%, primarily due to
non-deductible expenses such as goodwill and capital taxes, foreign income
taxed at different rates, and state income taxes.
(8)--Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive loss of $45 million as of September 30,
2001, consists of currency translation adjustments and unrealized loss on
effective hedges. Further information concerning accumulated other
comprehensive income (loss) is included in "Accounting Pronouncements".
Accumulated other comprehensive loss of $16 million as of December 31, 2000,
consists solely of currency translation adjustments.
(9)--Case Wholesale Receivables Inc.
During the second quarter of 2000, Case Credit purchased (at net book value)
Case Wholesale Receivables Inc. ("CWRI") from Case. CWRI has a fractional
interest in certain wholesale receivables that were sold (with limited
recourse), on a revolving basis pursuant to a privately structured facility.
This facility consisted of a 364-day, $475 million facility that is renewable
annually at the sole discretion of the purchasers. This facility was renewed
for four months on June 28, 2001 for $405 million, and extended another month
on October 28, 2001 for $375 million.
(10)--Related Party Transactions
As of September 30, 2001, New Holland Credit Company has various loans
totaling $757 million to Case Credit. These loans bear interest based on
one-month LIBOR (3.10%--5.60% as of September 30, 2001), and mature in the
fourth quarter of 2001. During the first nine months of 2001, Case Credit
purchased $780 million of receivables from New Holland Credit Company at fair
market value.
As of September 30, 2001, Case Canada Corporation has various loans totaling
$219 million to Case Credit Ltd. These loans bear interest based on the
one-month LIBOR (3.93% as of September 30, 2001), and mature in the fourth
quarter of 2001.
As of September 30, 2001, CNH has various loans totaling $1,164 million to
Case Credit. These loans bear interest based on one-month LIBOR (3.92%--5.34%
as of September 30, 2001), and mature in the fourth quarter of 2001.
As of September 30, 2001, Fiat has various loans totaling $172 million to
Case Credit Ltd. These loans bear interest based on one-month Banker's
Acceptance (3.80%--4.39% as of September 30, 2001), and mature in the fourth
quarter of 2001.
As of September 30, 2001, Fiat has various loans totaling $47 million to
Case Credit. These loans bear interest based on three-month LIBOR (4.15% as of
September 30, 2001), and mature in 2003.
As of September 30, 2001, Fiat has various loans totaling $32 million to
Case Credit Australia Pty. Ltd. These loans bear interest based on Japanese
LIBOR (.41% as of September 30, 2001), and mature in the fourth quarter of 2001.
As of September 30, 2001, Case Canada Investments Ltd. has various loans
totaling $13 million to Case Credit Ltd. These loans bear interest based on
Prime + .75% (7.44% as of September 30, 2001), and mature in the fourth quarter
of 2001.
10
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Concluded)
As of September 30, 2001, $97 million of accounts payable and other accrued
liabilities are payable to related parties.
(11)--Subsequent Event
Case Credit and Case have entered into a Support Agreement. The Support
Agreement provides that Case will make quarterly payments to Case Credit to the
extent necessary to ensure that Case Credit's consolidated pre-tax earnings
available for fixed charges equal at least 1.10 times Case Credit's fixed
charges in all periods composed of four consecutive fiscal quarters. The
calculation of pre-tax earnings available for fixed charges under the Support
Agreement differs from the calculation of the ratio of earnings to fixed
charges mandated under the rules and regulations of the Securities and Exchange
Commission. Under the Support Agreement, the definition of "earnings" is before
the deduction for depreciation and includes all cash, extraordinary,
non-recurring items of income or expense (other than cash debt defeasance
costs). Under the Securities and Exchange Commission's rules and regulations,
the definition of "earnings" does not include these items. Prior to the third
quarter of 2001, Case has not been required to make any payment to meet its
commitments under the Support Agreement. However in the fourth quarter of 2001,
Case will remit $21 million to ensure that the ratio is met for the four
consecutive fiscal quarters through September 30, 2001. For further information
regarding the Support Agreement, reference is made to Item 1. Business in the
Company's 2000 Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.
11
Item 2. Management's Analysis of Results of Operations.
Three Months Ended September 30, 2001 vs. Three Months Ended September 30, 2000
Net Income
Case Credit recorded a net loss of $12 million for the third quarter of
2001, as compared to net income of $11 million in the prior period. Income
decreased quarter over quarter primarily due to the timing of retail
asset-backed securitization ("ABS") transactions and an other than temporary
reduction in the value of retained interests from past securitizations
contributing to a decline in net (loss) gain from the sale of retail and
wholesale notes explained further below.
Revenues
Case Credit reported total revenues of $72 million for the third quarter of
2001, a decrease of $56 million from the prior period. Net (loss) gain on
retail and wholesale notes sold decreased $40 million. In 2001, there was a $25
million other than temporary reduction in the value of the retained interests
on past securitizations versus $8 million in 2000 caused primarily by reduced
cash flow forecasts related to additional incurred and estimated future credit
losses. In addition, ABS transactions in 2000 occurred in the first and third
quarters, while in 2001, the transactions have been planned for the second and
fourth quarters. Lower interest rates and lower average receivable balance
outstanding contributed to a $16 million decline in finance income earned on
retail and other notes and finance leases.
Expenses
Interest expense for the third quarter of 2001 was $52 million, representing
a decrease of $9 million from the $61 million reported in the third quarter of
2000. The decrease in interest expense primarily resulted from lower interest
rates.
Operating expenses decreased $11 million to a total of $39 million in the
third quarter of 2001 as compared to $50 million in third quarter of 2000.
Depreciation of equipment on operating leases decreased $2 million to $16
million due to the lower average amount of equipment on lease. Provision for
credit losses of $11 million decreased $7 million from the prior period as
future credit losses from the Company's portfolio have been estimated to return
to historic levels as the sustained weakness in the farm economy begins to
reverse and the Company's mitigation efforts continue to reduce the impact of
prior years' portfolio diversification efforts into markets that have higher
estimated losses than Case Credit's core agricultural and construction
equipment businesses. The Company has dramatically reduced it's portfolio
diversification efforts into these non-core markets.
Originations/Securitizations
Net receivables originated in the third quarter of 2001 decreased 4% to a
total of $576 million versus the same period in 2000 primarily due to a
reduction in loan origination activity in the non-core markets.
There were no new issuances of asset-backed securities by limited-purpose
business trusts to outside investors during the third quarter of 2001. During
the third quarter of 2001, Case Credit sold $187 million of retail notes to the
trust in connection with a prefunded 2001 securitization. Of the $187 million
of retail receivables sold to the trust, Case Credit originated $99 million,
and the remaining $88 million were purchased from New Holland Credit Company, a
wholly owned subsidiary of CNH, at fair value. During the third quarter of
2000, limited-purpose business trusts organized by CNH Capital issued $789
million of asset-backed securities to outside investors. For the quarter ending
September 30, 2000, Case Credit sold $766 million of retail notes to the trusts
in connection with these issuances. Of the $766 million of retail receivables
sold to the trust, Case Credit originated $368 million, and New Holland Credit
Company and New Holland (Canada) Credit Company, wholly owned subsidiaries of
CNH, together originated $398 million. The proceeds from the sale of retail
notes during the third quarter of 2001 and 2000 were used to repay outstanding
debt and to finance additional receivables.
12
Nine Months Ended September 30, 2001 vs. Nine Months Ended September 30, 2000
Net Income
Case Credit recorded a net loss of $18 million for the first nine months of
2001, as compared to net income of $14 million in the prior period. The $32
million decrease in net income is primarily attributable to a year-over-year
increase in the provision for credit losses, and the timing of retail ABS
transactions and an other than temporary reduction in the value of retained
interests from past securitizations contributing to a decline in net (loss)
gain from the sale of retail and wholesale notes as explained further below as
compared to the prior year.
Revenues
Case Credit reported total revenues of $318 million for the first nine
months of 2001, a decrease of $22 million from the prior period. Net (loss)
gain on retail and wholesale notes sold decreased $10 million. In 2001, there
was a $25 million other than temporary reduction in the value of the retained
interests on past securitizations versus $8 million in 2000 caused primarily by
reduced cash flow forecasts related to additional incurred and estimated future
credit losses. Retail ABS transactions in 2000 occurred in the first and third
quarters, while in 2001, the transactions have been planned for the second and
fourth quarters. Although the volume of notes sold declined year over year, the
gain recognized on the retail notes that were sold increased dramatically
primarily due to the declining interest rate margin environment in 2001
compared to 2000. Declining interest rates reduced the rates on the securities
issued to investors, which exceeded the reduction in the yield on the retail
notes sold to the trusts. Lower interest rates contributed to a $14 million
decline in finance income earned on retail and other noted and finance leases.
Expenses
Interest expense for the first nine months of 2001 was $157 million,
representing a decrease of $15 million from the $172 million reported in the
first nine months of 2000. The decrease in interest expense primarily resulted
from lower interest rates.
Operating expenses increased $43 million to a total of $189 million in the
first nine months of 2001 as compared to $146 million in the first nine months
of 2000. Depreciation of equipment on operating leases decreased $2 million
from the same period last year to $49 million due to the lower average amount
of equipment on lease. Provision for credit losses of $91 million increased $38
million from the $53 million recorded during the first nine months of 2000.
Provisions for credit losses in 2001 have been driven by the sustained weakness
in the farm economy and the impact of prior years' portfolio diversification
efforts into markets that have higher estimated losses than Case Credit's core
agricultural and construction equipment businesses. The Company has
dramatically reduced its portfolio diversification efforts into these non-core
markets.
Originations/Securitizations/Serviced Portfolio
During the first nine months of 2001, Case Credit's serviced portfolio of
receivables decreased 14% over the same period last year to $6.6 billion. Net
receivables originated in the first nine months of 2001 decreased 20% to a
total of $1,605 million versus the same period in 2000, primarily due to a
lower volume of equipment sales by Case and a reduction in loan origination
activity in the non-core markets.
During the first nine months of 2001, a limited-purpose business trust
organized by CNH Capital issued $880 million of asset-backed securities to
outside investors. As of September 30, 2001, Case Credit had sold $72 million
of retail notes to a trust in connection with a prefunded 2000 securitization
and $900 million of retail notes to a trust in connection with the 2001
securitization. Of the $972 million of retail receivables sold to the trusts,
Case Credit originated $597 million and the remaining $375 million were
purchased from New Holland Credit Company at fair value. During the first nine
months of 2000, limited-purpose business trusts organized by CNH Capital issued
$2,370 million of asset-backed securities to outside investors. As of September
30, 2000, Case Credit had sold $1,916 million of retail notes to the trusts in
connection with these issuances. Of the $1,916
13
million of retail receivables sold to the trust, Case Credit originated $1,009
million, and New Holland Credit Company and New Holland (Canada) Credit
Company, wholly owned subsidiaries of CNH, together originated $907 million.
The proceeds from the sale of retail notes during the first nine months of 2001
and 2000 were used to repay outstanding debt and to finance additional
receivables.
Liquidity and Capital Resources
The discussion of liquidity and sources of capital focuses on the balance
sheets and statements of cash flows. Liquidity in the structured ABS market and
funding from affiliates, including Fiat, are critical sources of capital to
meet the Company's plan to finance the acquisition of additional receivables.
Net cash provided by operating activities increased $159 million to a total
of $188 million in the first nine months of 2001 as compared to the first nine
months of 2000 primarily due to an increase in affiliated payables.
Net cash used by investing activities was $965 million and $301 million for
the first nine months of 2001 and 2000, respectively. Increased retail and
wholesale acquisitions of $1,912 million, offset by the increase in collections
of retail and wholesale receivables of $1,166 million caused the net decrease
between years.
Net cash provided by financing activities was $826 million for the first
nine months of 2001, primarily due to the issuances of $1,234 million of
affiliated debt, $241 million of revolving credit facilities and $173 million
of short-term debt, partially offset by the repayment of $800 million of
long-term debt. Net cash provided by financing activities was $235 million for
the first nine months of 2000 as Case Credit received proceeds on affiliated
debt of $700 million, which was offset by the repayment of $390 million of
outstanding debt.
On July 27, 2000, the Company, together with Fiat, CNH, Fiat Finance and
Trade Ltd. S.A., New Holland Credit Company and Case, as co-borrowers, entered
into a $2.0 billion five-year Credit Agreement with Chase Manhattan
International Limited, as Facility Agent and Euro Swing-line Agent, The Chase
Manhattan Bank, as US Swing-line Agent, and ABN Amro Bank N.V., Banca Intesa
S.p.A. and Chase Manhattan plc, as Arrangers, on behalf of additional banks.
This new Credit Agreement replaced the Case Credit $1.2 billion Revolving
Credit and Guarantee Agreement dated August 23, 1996 with Chase Manhattan Bank,
as administrative agent.
On April 3, 2001, Standard & Poor's downgraded the senior debt rating of
Case Credit from BBB- to BB and downgraded its short-term debt rating from A2
to B.
On April 18, 2001, Moody's downgraded the senior debt rating of Case Credit
from Baa3 to Ba2 and downgraded its short-term debt rating from P3 to Not Prime.
On April 18, 2001, Moody's downgraded the senior debt rating of Fiat S.p.A.
from A3 to Baa2 and confirmed its short-term debt rating at P2.
On June 27, 2001, Standard & Poor's downgraded the short-term debt rating of
Fiat S.p.A. from A2 to A3.
Future Liquidity and Capital Resources
The Company has various lines of committed and uncommitted credit and
asset-backed commercial paper facilities to fund the business plan. The Company
also has the ability to issue commercial paper currently in Australia, as well
as through affiliated companies. The commercial paper program in the US has
been suspended due to year 2000 ratings downgrades. The commercial paper
program in Canada issued by Case Credit Ltd. has been withdrawn. Under the
terms of the Company's commercial paper programs, the principal amount of the
commercial paper outstanding, combined with the amounts outstanding under the
applicable revolving credit facility, cannot exceed the total amount available
under the revolving credit facility. Further information concerning the
revolving credit facility is included in Note 9: Short-Term Debt of the Case
Credit Annual Report on Form 10-K for 2000, as filed with the Securities and
Exchange Commission.
14
The Company maintains sufficient committed lines of credit and asset-backed
commercial paper facilities to cover its expected funding needs on a short-term
basis. The Company manages its aggregate short-term borrowings so as not to
exceed its availability under its committed lines of credit including those
lines from affiliates. The Company accesses short-term debt markets,
predominantly through asset-backed commercial paper issuances, bank credit
facilities, and loans from affiliates to fund its short-term financing
requirements and to ensure liquidity. As funding needs are determined to be of
a long-term nature, the Company accesses the term ABS markets to refinance
short-term borrowings and replenish its short-term liquidity. The Company's
long-term financing strategy is to maintain continuous access to the United
States and Canadian asset-backed securities, and bank debt markets to
accommodate its liquidity needs. In addition, the Company has entered the
Australian market for asset-backed securitization in 2001. Whenever necessary,
funds provided from operations are supplemented from external borrowing
sources, including financing from Fiat and Fiat affiliates.
Outlook
The pressure from higher interest rates experienced in 2000 decreased with
the slowdown in the economy. CNH Capital made the strategic decision to exit
the commercial truck financing business and curtail other diversified financing
activities in 2000, and therefore has decreased its volume of loan origination
activity in its diversified business in the first nine months of 2001. The
outlook for CNH's agricultural equipment and construction equipment markets is
consistent with statements made by CNH in its Form 6-K filing on October 25,
2001. The financial services operations are directly impacted by the
performance of CNH. For the balance of 2001, industry sales of agricultural
equipment in North and Latin America are expected to remain strong, and the
industry should finish the year up by about 7% over 2000 levels, while sales in
Western Europe may decline by about 7%. The level of uncertainty in the general
economy is expected to impact industry sales of construction equipment through
the balance of the year. In North America, sales in the segments of the
construction equipment industry served by CNH may be down as much as 17% in
2001, while in Western Europe the decline may be about 11%. Pressure on volumes
is expected to continue through the first quarter of 2002. The success of the
integration process is demonstrated by the steady growth of merger-related
profit improvements. In CNH's agricultural equipment businesses, the
significant share gains achieved by Case IH and New Holland and their
continuing reduction in company and dealer inventory have been vitally
important to CNH's success. Supply chain process improvements are allowing CNH
to consistently under-produce retail demand while delivering improved levels of
service to dealers and customers. In the medium term, CNH expects its supply
chain initiatives to improve asset turnover and cash flow. In addition, CNH has
initiated new process reengineering initiatives to improve the effectiveness of
its administrative activities and its product development processes, and
thereby reduce costs. For most of the year, the strength of CNH's agricultural
equipment businesses compensated for the weakness across the construction
equipment industry. However, increased global economic uncertainty may
significantly impact the performance of CNH's construction equipment
businesses. In addition, production cuts in the fourth quarter may limit the
opportunities for CNH to achieve synergies in its industrial operations. As a
result, CNH expects that it's net loss before restructuring for the fourth
quarter of 2001 may be between $.20 and $.35 per share, compared to a loss of
$.37 per share, before restructuring, in 2000.
The information contained herein involves forward-looking statements based
on what CNH considers key economic assumptions, and involves risk and
uncertainties that could cause actual results to differ. Some significant
factors for CNH include general economic and capital market conditions, the
cyclical nature of its business, foreign currency movements, hedging practices,
CNH's and its customers' access to credit, political uncertainty and civil
unrest in various areas of the world, pricing, product initiatives and other
actions taken by competitors, disruptions in production capacity, excess
inventory levels, the effect of changes in laws and regulations (including
government subsidies and international trade regulations), technological
difficulties, changes in environmental laws, employee and labor relations,
weather conditions, energy prices, real estate values, animal diseases, crop
pests, harvest yields, government farm programs and consumer confidence,
housing starts and construction activity, concerns pertaining to genetically
modified organisms, China's delayed entry into the World Trade Organization,
and fuel and fertilizer costs. Additionally, CNH's achievement of the
anticipated benefits of the merger of New Holland and Case, including the
realization of expected annual
15
operating synergies, depends upon, among other things, industry volumes, as
well as CNH's ability to integrate effectively the operations and employees of
New Holland and Case, and to execute its multi-branding strategy. Further
information concerning factors that could significantly impact expected results
is included in the following sections of CNH's Annual Report on Form 20-F for
2000, as filed with the Securities and Exchange Commission: Key Information;
Information on the Company; Operating and Financial Review and Prospects;
Directors, Senior Management and Employees; and Financial Information. Further
information concerning factors that could significantly impact expected results
is also included in the following sections of the Case Credit Annual Report on
Form 10-K for 2000, as filed with the Securities and Exchange Commission: Item
1 Business and Item 7 Management's Analysis of Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk Management
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7A and Note 12 to the Case Credit
Financial Statements in the Company's 2000 Annual Report on Form 10-K. There
has been no material change in the Company's market risk exposures that affect
the quantitative and qualitative disclosures as presented as of December 31,
2000.
Commodity Price and Foreign Currency Risk Management
Commodity prices impact Case's sales, which may have an impact on Case
Credit's originations. Case Credit is subject to foreign currency risk in
Canada, Australia, and Europe as the investments in these regions are impacted
by currency fluctuations. For information regarding Case Credit's commodity
price and foreign currency risk management, reference is made to Item 7A to the
Case Credit Financial Statements in the Company's 2000 Annual Report on Form
10-K. There has been no material change in the Company's market risk exposures
that affect the quantitative and qualitative disclosures as presented as of
December 31, 2000.
16
PART II.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
A list of the exhibits included as part of this Form 10-Q is set forth in
the Index to Exhibits that immediately precedes such exhibits, which is
incorporated herein by reference.
(b) Reports on Form 8-K.
None.
17
SIGNATURE
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.
CASE CREDIT CORPORATION
/S/ MARIO FERLA
By __________________________________
Mario Ferla
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer and
Director and
Authorized Signatory for Case
Credit
Corporation)
Date: November 14, 2001
18
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibit Numbers
- ------ ------------------------------------------------- ----------
12.. Computation of Ratio of Earnings to Fixed Charges
19