1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1996
( ) 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 1-11237
AT&T CAPITAL CORPORATION
A DELAWARE I.R.S. EMPLOYER
CORPORATION NO. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 201-397-3000
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
_____ _____
At October 31, 1996, 90,000,000 shares of common stock, par value $.01 per
share, were outstanding.
2 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands except per share amounts)
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
-------- -------- -------- --------
Revenues:
Finance revenue $ 52,393 $ 46,793 $ 149,357 $ 127,825
Capital lease revenue 169,148 150,427 492,357 428,097
Rental revenue on
operating leases (A) 179,894 141,800 505,380 411,169
Equipment sales 24,012 10,375 72,608 27,356
Other revenue, net 45,162 46,486 150,792 146,204
-------- -------- --------- ---------
Total Revenues 470,609 395,881 1,370,494 1,140,651
-------- -------- --------- ---------
Expenses:
Interest 120,288 106,086 350,359 300,891
Operating and
administrative 126,762 116,456 375,172 351,443
Depreciation on
operating leases 117,394 88,328 329,336 259,487
Cost of equipment
sales 21,018 9,896 61,677 25,195
Provision for credit
losses 22,918 20,681 71,454 60,359
-------- -------- --------- ---------
Total Expenses 408,380 341,447 1,187,998 997,375
-------- -------- --------- ---------
Income before income
taxes 62,229 54,434 182,496 143,276
Provision for income
taxes 21,762 21,962 67,206 57,810
-------- -------- --------- ---------
Net Income $ 40,467 $ 32,472 $ 115,290 $ 85,466
======== ======== ========= =========
(Continued)
3 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Continued)
(Dollars in Thousands except per share amounts)
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
-------- -------- -------- -------
Earnings per common
share and common share
equivalent:
Earnings Per Share $ .85 $ .69 $ 2.43 $ 1.82
======== ======== ======== ========
Weighted average shares
outstanding (thousands): 47,565 47,195 47,497 47,063
======== ======== ======== ========
(A) Includes $22,821 and $26,174 for the three months ended September 30,
1996 and 1995, respectively, and $67,224 and $66,398 for the nine
months ended September 30, 1996 and 1995, respectively, from AT&T
Corp.("AT&T") and its affiliates.
The accompanying notes are an integral part of these consolidated financial
statements.
4 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
September 30,
1996 December 31,
(Unaudited) 1995
----------- ------------
ASSETS:
Cash and cash equivalents $ 18,574 $ 3,961
Net investment in finance
receivables 2,017,835 1,800,636
Net investment in capital
leases 6,503,112 6,187,131
Investment in operating
leases, net of accumulated
depreciation of $716,763 in
1996 and $642,728 in 1995 1,284,868 1,117,636
Deferred charges and other assets 427,211 431,895
----------- ----------
Total Assets $10,251,600 $ 9,541,259
=========== ==========
LIABILITIES AND SHAREOWNERS' EQUITY:
Liabilities:
Short-term notes, less
unamortized discount of
$271 in 1996 and $9,698 in
1995 $ 3,021,459 $ 2,212,351
Deferred income taxes 498,927 555,296
Income taxes and other payables 545,467 581,000
Payables to AT&T and affiliates 71,478 360,429
Medium- and long-term debt 4,896,467 4,716,058
Commitments and contingencies
----------- -----------
Total Liabilities $ 9,033,798 $ 8,425,134
----------- -----------
(Continued)
5 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
(Dollars in Thousands)
September 30,
1996 December 31,
(Unaudited) 1995
------------ ------------
Shareowners' Equity:
Common stock, one cent par value:
Authorized 100,000,000 shares,
issued and outstanding, 47,097,447
shares in 1996 and 46,968,810 shares
in 1995 $ 471 $ 470
Additional paid-in capital 786,163 783,244
Recourse loans to senior executives (20,923) (20,512)
Foreign currency translation
adjustments (2,804) (2,173)
Retained earnings 454,895 355,096
---------- ----------
Total Shareowners' Equity 1,217,802 1,116,125
---------- ----------
Total Liabilities and
Shareowners' Equity $10,251,600 $ 9,541,259
========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
6 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
For The Nine Months
Ended September 30,
1996 1995*
---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 115,290 $ 85,466
Noncash items included in income:
Depreciation and amortization 344,459 303,412
Deferred taxes (17,034) 30,983
Provision for credit losses 71,454 60,359
Gain on receivables securitizations (5,041) -
Gain on SBA and other loan sales (8,833) (7,467)
(Increase) decrease in deferred charges and
other assets (63,976) 74,293
Decrease in income taxes and
other payables (109,789) (32,583)
Increase (decrease) in payables to AT&T and
affiliates 1,782 (3,170)
----------- -----------
Net Cash Provided by Operating Activities 328,312 511,293
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of businesses, net of cash acquired - (292,590)
Purchase of finance asset portfolios (148,109) (14,937)
Financings and lease equipment purchases (4,170,561) (3,819,016)
Principal collections from customers,
net of amounts included in income 3,041,912 2,871,692
Cash proceeds from receivables securitizations 128,830 81,475
Cash proceeds from SBA and other loan sales 119,890 92,047
----------- -----------
Net Cash Used for Investing Activities $(1,028,038) $(1,081,329)
----------- -----------
(Continued)
7 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Dollars in Thousands)
(Unaudited)
For The Nine Months
Ended September 30,
1996 1995*
------------ -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Increase (decrease)in short-term notes, net $ 790,842 $ (224,397)
Additions to medium and long-term debt 1,288,102 1,604,370
Repayments of medium and long-term debt (1,101,718) (906,495)
(Decrease) increase in payables to AT&T
and affiliates (247,397) 56,164
Dividends paid (15,490) (14,070)
--------- ---------
Net Cash Provided by Financing
Activities 714,339 515,572
--------- ---------
Net Increase (decrease) in Cash and Cash
Equivalents 14,613 (54,464)
Cash and Cash Equivalents at Beginning of Period 3,961 54,464
--------- ---------
Cash and Cash Equivalents at End of Period $ 18,574 $ 0
========= =========
Non-Cash Investing and Financing Activities:
In the first nine months of 1996 and 1995, the Company entered into capital
lease obligations of $24,456 and $20,496, respectively, for equipment that was
subleased.
In the first nine months of 1996 and 1995, the Company assumed debt of $3,384
and $472,952, respectively, in conjunction with acquisitions.
* Certain 1995 amounts have been restated to conform to the 1996
presentation.
The accompanying notes are an integral part of these consolidated financial
statements.
8 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared by AT&T Capital Corporation and its subsidiaries ("AT&T Capital" or the
"Company") pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") and, in the opinion of management, include all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the results of operations, financial position and cash flows for each period
shown. The results for interim periods are not necessarily indicative of
financial results for the full year. See Notes 4 and 5 for discussion of Recent
and Subsequent Events. These unaudited consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 and the current year's previously issued Form 10-Qs.
2. Shareowners' Equity
On April 19, 1996 and July 19, 1996, the Company's Board of Directors
declared dividends of $.11 per share. The dividends were paid on May 31, 1996
and August 30, 1996, respectively, to shareowners of record as of the close of
business on May 10, 1996 and August 9, 1996, respectively. As a result of the
Merger as defined in Note 5, Subsequent Events, the Company anticipates that it
will no longer pay dividends in the short-term, and may incur certain
obligations which may restrict the payment of future dividends.
3. Recent Pronouncements
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation". This statement establishes financial accounting and reporting
standards for stock-based employee compensation plans. It allows companies to
choose either 1) a fair value method of valuing stock-based compensation plans
which will affect reported net income, or 2) to continue to follow the existing
accounting rules for stock option accounting but disclose what the impacts would
have been had the fair value method been adopted. The Company adopted the
disclosure alternative which requires annual disclosure of the pro forma net
income and earnings per share amounts assuming the fair value method was adopted
on January 1, 1995. As a result, the adoption of this standard did not have any
impact on the Company's consolidated financial statements.
In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". This statement requires that liabilities and derivatives
incurred or obtained by transferors as part of a transfer of financial assets be
initially measured at fair value, if practical. It also requires that servicing
assets and other retained interests in the transferred assets be measured by
allocating the previous carrying amount between the assets sold, if any, and
retained interests, if any, based on their relative fair values at the date of
the transfer. This statement is effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after December 31,
1996 and application is prospective. Management does not expect the adoption of
9 FORM 10-Q
this standard to have a material impact on the Company's consolidated financial
statements.
4. Recent Events
On September 20, 1995, AT&T announced a plan to pursue the public or
private sale of its remaining 86% interest in AT&T Capital. On such date, AT&T
also announced a plan to separate (the "Separation") into three publicly-held
stand-alone global businesses (AT&T, Lucent Technologies Inc. ("Lucent") and NCR
Corporation ("NCR"). In connection with the Separation, AT&T spun-off its entire
remaining equity interest in Lucent to AT&T shareowners on September 30, 1996.
The Separation is targeted by AT&T to be completed by the end of 1996, subject
to certain conditions. For a more detailed discussion of AT&T's restructuring
plans see Note 16 to the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
In the second quarter of 1996, the Company executed an Operating Agreement
with each of Lucent and NCR, and entered into letter agreements with Lucent and
NCR regarding the applicability to Lucent and NCR of specified provisions of the
License Agreement and the Intercompany Agreement between the Company and AT&T.
The full texts of such Operating Agreements and letter agreements with Lucent
and NCR have been filed with the SEC.
The Company has paid a sales assistance fee ("SAF") to Lucent, which fee is
related to the volume of the Company's Lucent-related business. Under the terms
of its Operating Agreement with the Company, Lucent is prohibited from accepting
a SAF from any other provider of leasing services. In early 1996, following
Lucent's request, the Company agreed to pay a substantial increase in the SAF
for 1995, both as an absolute amount and as a percentage of volumes attributable
to Lucent. After giving effect to the increase, the SAF paid by the Company to
Lucent for 1995 was approximately double the 1994 fee. The Company and Lucent
recently agreed to a modified formula for calculating the SAF for the remaining
years of the term of Lucent's Operating Agreement (retroactive to January 1,
1996). The revised formula is expected to result in aggregate annual SAF which
are approximately double the amounts that would have been paid if the pre-1995
formula had been maintained.
On June 5, 1996, AT&T Capital entered into an Agreement and Plan of Merger
("the Merger Agreement") dated as of June 5, 1996, with AT&T, Hercules Limited
("Hercules") and Antigua Acquisition Corporation ("Antigua"). Hercules is owned
by Hercules Holdings (UK) Limited, which in turn is a wholly-owned subsidiary of
GRS Holding Company, Ltd., a U.K. rail leasing business.
On September 30, 1996 the Company, pursuant to a Gross Profit Tax Deferral
Interest Free Loan Agreement (the "GPTD Agreement") between the Company and
AT&T, made a payment of $247.4 million to AT&T for full repayment of such loans.
The GPTD Agreement required the Company to repay such loans immediately prior to
the Company no longer being a member of AT&T's consolidated group for federal
income tax purposes. Also on September 30, 1996, pursuant to the Merger
Agreement, the Company made a $35.0 million payment to AT&T in exchange for AT&T
assuming all tax liabilities associated with Federal and combined state taxes
for periods prior to the consummation of the Merger as defined in Note 5,
10 FORM 10-Q
Subsequent Events.
5. Subsequent Events
On October 1, 1996, the Company completed its merger with a leasing
consortium including certain management team members (the "Merger"). As a result
of the Merger, AT&T Capital's shareowners received $45 in cash for each
outstanding share of the Company's Common Stock. The total Merger consideration
for the outstanding shares and stock options was approximately $2.2 billion.
Upon consummation of the Merger, Merger Sub, a wholly-owned subsidiary of
Hercules, was merged with and into the Company. For the pro forma impacts of the
Merger, refer to the Company's Form 8-K dated October 1, 1996.
In connection with the Merger, the Company incurred a $28.4 million
after-tax expense relating to the accelerated payout of the Company's Share
Performance Incentive Plan and other payments to certain officers of the
Company, and an $8.4 million after-tax expense relating to the Company's Merger
related and other transaction costs.
Also, in connection with the Merger, the Company's four rating agencies
took the following actions: Standard & Poor's ("S&P") lowered the Company's
senior medium and long-term debt and commercial paper, previously rated A and
A-1, to BBB and A-2, respectively; Duff & Phelps Credit Rating Co. ("Duff &
Phelps") lowered the Company's senior medium and long-term debt and commercial
paper, previously rated A and D-1, to BBB and D-2, respectively; Fitch Investor
Services ("Fitch"), which began rating the Company's commercial paper in May,
1996 lowered the Company's F-1 rating to F-2 and rated the Company's senior
medium and long-term debt BBB. Moody's Investors Service ("Moody's") has lowered
the Company's senior medium and long-term debt and commercial paper to Baa3 from
A-3 and P-3 from P-1, respectively.
On October 15, 1996 the Company securitized $3.0 billion of lease and loan
receivables (including $0.3 billion of receivables previously sold and recently
repurchased by the Company)(the "Securitization"). A portion of the
Securitization proceeds were used to finance the Merger transaction. In
connection with the Securitization the Company recorded an after-tax gain of
approximately $80 million.
On October 25, 1996 the Company issued to the public eight million
preferred securities for $25 per share. Holders of the securities will be
entitled to receive cash distributions at an annual rate of 9.06%, which is
guaranteed by the Company. The securities are rated BBB- by S&P, Fitch and Duff
& Phelps. Moody's has rated the securities ba2.
The consolidated financial statements reflect, and the future consolidated
financial statements of the Company will reflect, the historical cost of the
Company's assets and liabilities. Adjustments to the Company's consolidated
financial statements to reflect the fair value of the Company's assets and
liabilities as of the merger date ("push down" accounting) will not be reflected
due to the existence of substantial publicly traded debt of the Company.
11 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
On October 1, 1996, the Company completed its merger with a leasing
consortium including certain management team members (the "Merger"). As a result
of the Merger, AT&T Capital's shareowners received $45 in cash for each
outstanding share of the Company's Common Stock. The total Merger consideration
for the outstanding shares and stock options was approximately $2.2 billion. On
October 15, 1996 the Company securitized $3.0 billion of lease and loan
receivables (including $0.3 billion of receivables previously sold and recently
repurchased by the Company) (the "Securitization"). On October 25, 1996 the
Company issued to the public eight billion Trust Originated Preferred Securities
("TOPrS")(the "Preferred Offering"). For a more detailed discussion of the
Merger, the Securitization, the Preferred Offering and their related impacts on
the Company, see Notes 4 and 5 to the unaudited consolidated financial
statements and the pro forma financial statements included in the Company's Form
8-K dated October 1, 1996.
RESULTS OF OPERATIONS
Three months ended September 30, 1996 versus September 30, 1995
Unless otherwise indicated, all period to period comparisons represent
balances or activity at or for the three months ended September 30, 1996 versus
September 30, 1995, respectively.
Net income of $40.5 million increased 24.6% from $32.5 million. Earnings
per share of $0.85 increased 23.4% from $0.69. These increases were generated
principally through increased portfolio revenues resulting from a higher level
of average net portfolio assets, increased computer trading activity and a lower
effective income tax rate. This activity was partially offset by increased
interest expense, operating and administrative ("O&A") expenses and provision
for credit losses, all of which were associated with a higher level of portfolio
assets.
Finance revenue of $52.4 million increased $5.6 million, or 12.0%. A 21.6%
increase in the average net finance receivables contributed $10.1 million of the
increase, while the decline in average yield from 11.28% to 10.39% offset this
increase by $4.5 million. The growth in the portfolio was primarily due to
increases in the large-ticket structured finance and certain small-ticket
portfolios. The decline in yield was experienced in certain large and
small-ticket portfolios. In connection with the Securitization, the Company's
net investment in finance receivables decreased by approximately $.1 billion. As
a result, the Company's average finance receivables will be lower and generate
less finance revenue in the future. However, the Company will earn portfolio
servicing fees for managing such securitized assets.
Capital lease revenue of $169.1 million increased $18.7 million, or 12.4%.
Of the total increase, $14.9 million was due to an 9.9% increase in the average
net capital lease portfolio. A strengthened yield of 10.56% up from 10.32%
contributed $3.8 million to the increase. The Company experienced higher yields
in certain small-ticket portfolios which were somewhat offset by lower yields in
certain international portfolios. In connection with the Securitization, the
Company's net investment in capital
12 FORM 10-Q
leases decreased by approximately $2.8 billion. As a result, the Company's
average capital lease portfolio will be lower and generate less capital lease
revenue in the future. However, the Company will earn portfolio servicing fees
for managing such securitized assets.
Rental revenue on operating leases of $179.9 million increased 26.9% and
depreciation expense on operating leases of $117.4 million increased 32.9%.
Rental revenue less associated depreciation ("operating lease margin") was $62.5
million, or 34.7% of rental revenue, compared with $53.5 million, or 37.7% of
rental revenue. The decreased operating lease margin percent relates primarily
to increased depreciation on certain computer-related assets.
Net interest margin (finance revenue, capital lease revenue and rental
revenue, less depreciation on operating leases and interest expense) of $163.8
million or 6.76% of average net portfolio assets decreased slightly from 6.78%.
The decrease in the net interest margin percentage is consistent with the
decrease in the total portfolio yield from 11.75% to 11.72% and the increase in
average borrowings reflective of the increased debt to equity ratio (to 6.50
times from 6.07 times) partially offset by a decrease in the average cost of
debt (to 6.38% from 6.72%). The decrease in the third quarter cost of debt is
primarily due to a shift in the debt mix towards commercial paper, which carries
a lower cost.
Revenue from sales of equipment of $24.0 million increased from $10.4
million. Similarly, cost of equipment sales of $21.0 million increased from $9.9
million. Revenue from sales of equipment less associated cost of equipment sales
("equipment sales margin") was $3.0 million, or 12.5% of revenue from sales of
equipment compared to $0.5 million, or 4.6%. The increased equipment sales and
equipment sales margin was primarily due to a heightened demand for mainframes
and other emerging technology equipment.
Average borrowings outstanding of $7.5 billion increased 19.4%, or $1.2
billion. This increase was due to growth in portfolio assets and an increased
debt to equity ratio. The increased debt to equity ratio was impacted by the
Company's decision to defer its quarterly securitization in anticipation of the
merger-related Securitization. The Company anticipates that approximately 30% of
its annual financing volume originated each year will be securitized. Interest
expense of $120.3 million increased 13.4%, or $14.2 million. Higher average
borrowings contributed $20.6 million of the increase and was partially offset by
$6.4 million due to a decline in the average cost of debt.
In October, 1996, the Company repaid approximately $1.6 billion of
commercial paper with proceeds from the Securitization and Preferred Offering,
net of amounts used to purchase Company common stock. Consequently, the lower
borrowings outstanding will reduce the Company's interest expense. Conversely,
the Company's cost of debt in the future will be negatively impacted by the loss
of interest free loans from AT&T pursuant to a Gross Profit Tax Deferral
("GPTD") Interest Free Loan Agreement (the "GPTD Agreement"). As discussed below
in "Liquidity and Capital Resources", the Company's debt ratings were lowered in
connection with the Merger. As a result, the Company estimates its cost of
issuing debt will increase by approximately 20 to 25 basis points. See Notes 4
and 5 to the unaudited consolidated financial statements for further discussion
of the Merger, Securitization, Preferred Offering and other related
transactions.
13 FORM 10-Q
O&A expenses of $126.8 million increased 8.9% from $116.5 million. This
increase was due to increased costs associated with managing a higher level of
assets. Third quarter annualized O&A expenses to quarter-end assets equaled
4.95% in 1996 and 5.16% in 1995. The ratio's improvement reflects strong asset
growth more than offsetting increased O&A costs. As a percentage of owned and
managed assets, three months annualized O&A expenses were 4.09% and 4.07% at
September 30, 1996 and 1995 respectively.
The provision for credit losses of $22.9 million increased 10.8% from $20.7
million. See "Credit Quality" below for a discussion of the provision for credit
losses.
The Company's effective income tax rate decreased to 35.0% from 40.3%. The
decrease in the overall effective income tax rate was due to several factors
including a lower impact of foreign taxes, a decrease in the effect of non-tax
deductible goodwill and other factors.
The Company's non-AT&T/Lucent businesses continue to make improved
contributions. Non-AT&T/Lucent businesses represented 67.7%, 63.1% and 40.7% of
total assets, revenues and net income, respectively, all increasing from 65.1%,
59.9% and 32.2%, respectively.
Nine months ended September 30, 1996 versus September 30, 1995
Unless otherwise indicated, all period to period comparisons represent
balances or activity at or for the nine months ended September 30, 1996 versus
September 30, 1995, respectively.
Net income of $115.3 million increased 34.9% from $85.5 million. Earnings
per share of $2.43 increased 33.7% from $1.82. These increases were generated
principally through increased portfolio revenues resulting from a higher level
of average net portfolio assets, increased computer trading activity, a gain on
a first quarter 1996 securitization of lease receivables and a lower effective
income tax rate. This activity was partially offset by increased interest
expense, O&A expenses and provision for credit losses all of which were
associated with a higher level of portfolio assets.
Finance revenue of $149.4 million increased 16.8% from $127.8 million. The
20.4% increase in average net finance receivables accounted for this increase.
The growth in the portfolio generated approximately $26.0 million of additional
revenue and was driven by increases in the large-ticket structured finance and
certain small-ticket portfolios. A decline in the overall average yield from
10.63% to 10.32% reduced revenue by $4.4 million. See the third quarter "Results
of Operations" discussion regarding the impact of the Securitization on future
finance revenue.
Capital lease revenue of $492.4 million increased 15.0% from $428.1
million. The 12.7% increase in the average net capital lease portfolio
contributed $54.5 million of the increase while an improved average yield of
10.45% from 10.24% contributed the remaining $9.8 million. The growth in the
portfolio primarily occurred in the small-ticket leasing portfolios and
international businesses. The improved yield was primarily due to increased
levels of higher yielding assets in certain small-ticket and automotive
portfolios. Also contributing to the increase were stronger yields in the
Company's mid-range and mainframe computer portfolios. See the third quarter
"Results of Operations" discussion regarding the impact
14 FORM 10-Q
of the Securitization on future capital lease revenue.
Revenue on operating leases of $505.4 million increased 22.9% and
depreciation expense on operating leases of $329.3 million increased 26.9%.
Operating lease margin was $176.0 million, or 34.8% of rental revenue compared
with $151.7 million, or 36.9% of rental revenue. The increased revenue was
primarily generated in the Company's small-ticket telecommunication portfolios.
The decreased operating lease margin percent relates primarily to increased
depreciation on certain computer-related assets and certain small-ticket
portfolios.
Net interest margin of $467.4 million or 6.62% of average net portfolio
assets decreased slightly from 6.65%. While total portfolio yields were
relatively unchanged, the net interest margin percentage was impacted by the
increase in the debt to equity ratio partially offset by a decrease in the
average cost of debt (to 6.45% from 6.59%). The decrease in the cost of debt
resulted from the issuance of medium and long-term debt at a lower cost than the
maturing debt and a shift in the mix toward commercial paper.
Revenue from sales of equipment of $72.6 million increased from $27.4
million. Similarly, cost of equipment sales of $61.7 million increased from
$25.2 million. Equipment sales margin of $10.9 million, or 15.1% of revenue from
sales of equipment increased from $2.2 million, or 7.9%. The revenue and margin
improvements were primarily due to a heightened demand for mainframes and other
emerging technology equipment.
Other revenue increased 3.1% to $150.8 million from $146.2 million. This
increase resulted primarily from a $5.0 million pre-tax gain relating to a
securitization of $75.2 million of lease receivables in the first quarter of
1996. No lease receivables were securitized during the first three quarters of
1995. As a result of the Securitization, the Company will recognize a pre-tax
gain of approximately $133 million in the fourth quarter. In the future, the
Company will also recognize portfolio servicing fees for managing such
securitized assets. As previously discussed, the Company anticipates that
approximately 30% of its annual financing volume originated each year will be
securitized.
Average borrowings outstanding of $7.2 billion increased 18.9%, or $1.2
billion. This increase was primarily due to growth in portfolio assets and an
increased debt to equity ratio. Interest expense of $350.4 million increased
16.4%, or $49.5 million. Higher average borrowing contributed $57.1 million of
the increase and was partially offset by $7.6 million due to a decline in the
average cost of debt. See the third quarter "Results of Operations" discussion
regarding certain expected increases and decreases in the Company's cost of debt
as a result of the Merger, Securitization, Preferred Offering and other related
transactions.
O&A expenses of $375.2 million increased 6.8% from $351.4 million. This
increase was due to increased costs associated with managing a higher level of
assets. At September 30, 1996, nine months annualized O&A expenses to
quarter-end total assets decreased to 4.88% from 5.19%. A majority of the
Company's operations contributed to the improvement due to increased utilization
of infrastructure, increased operating efficiencies and increased total assets.
As a percentage of quarter-end total owned and managed assets, nine months
annualized O&A expenses were 4.03% and 4.09% at September 30, 1996 and 1995,
respectively.
15 FORM 10-Q
The provision for credit losses of $71.5 million increased 18.4% from $60.4
million. See "Credit Quality" below for a discussion of the provision for credit
losses.
The Company's effective income tax rate of 36.8% decreased from 40.3%. The
decrease in the overall effective tax rate was due to several factors, including
a lower impact of both state and foreign taxes, a decrease in the effect of
non-tax deductible goodwill and other factors.
Non-AT&T/Lucent businesses represented 67.7%, 62.2% and 32.7% of the total
assets, revenues and net income, respectively, all increasing from 65.1%, 57.8%
and 15.7%, respectively. The increases in the asset and revenue mix was
generated widely across the Company's businesses. The increase in the net income
percentage was due to growth in certain small-ticket, automobile and
large-ticket specialty and structured finance portfolios, as well as a
securitization of lease receivables in the first quarter of 1996. Without such
securitization, the non-AT&T/Lucent businesses would have contributed 30.9% of
the total net income.
CREDIT QUALITY
The active management of credit losses is an important element of the
Company's business. The Company seeks to minimize its credit risk through
diversification of its portfolio assets by customer, industry segment,
geographic location and maturity. The Company's financing activities have been
spread across a wide range of equipment types (e.g., telecommunications, general
equipment (such as general office, manufacturing and medical equipment),
information technology and transportation) and real estate and a large number of
customers located throughout the United States and, to a lesser extent, abroad.
The following chart reflects the Company's portfolio credit performance
indicators:
At At
September 30, December 31,
(dollars in millions) 1996 1995 1995
- ---------------------------------------------------------------------------
Allowance for credit losses $235.2 $214.7 $223.2
Nonaccrual assets $148.3 $101.9 $118.5
Net charge-offs*/Portfolio assets 0.76% 0.57% 0.50%
Allowance for credit losses/Portfolio assets 2.34% 2.41% 2.39%
Nonaccrual assets/Portfolio assets 1.48% 1.15% 1.27%
Delinquency (two months or greater) 2.13% 1.31% 1.46%
(*) Net charge-offs are based upon the twelve months ended September 30, 1996
and 1995 and December 31, 1995.
At or for the nine months ended September 30, 1996, nonaccrual assets, net
charge-offs and delinquencies increased from the comparable prior year period.
An increased level of portfolio assets largely drove the increase in allowance,
nonaccruals and provision levels. Also contributing to the increases were a
large write-off in 1996, previously included in nonaccrual assets, and a large
delinquent financing in the Company's structured finance portfolio and certain
retail industry-related accounts.
The Company maintains an allowance for credit losses at a level management
believes is adequate to cover estimated losses in the portfolio
16 FORM 10-Q
based on a review of historical loss experience, a detailed analysis of
delinquencies and problem portfolio assets, and an assessment of probable losses
in the portfolio as a whole, given its diversification. Management also takes
into consideration the potential impact of existing and anticipated economic
conditions.
Certain credit statistics will be impacted as a result of the
Securitization. The Company's allowance for credit losses is expected to
decrease approximately pro rata with the decrease in the Company's portfolio
assets. In addition, certain credit ratios which include portfolio assets (e.g.
nonaccrual assets/portfolio assets) will increase. Management believes that the
Company's allowance for credit losses continues to be adequate to cover
estimated losses on portfolio assets.
FINANCIAL CONDITION
Net portfolio assets increased 7.6% or $0.7 billion to $9.8 billion at
September 30, 1996 compared to December 31, 1995. A significant portion of the
growth was generated from U.S. businesses, primarily in small-ticket portfolios.
In August, 1996, the Company acquired a $162 million Canadian office equipment
and automobile leasing portfolio. The growth was slightly offset by the sale of
$95.7 million of SBA and other loans, and a $75.2 million securitization of
lease receivables. As of September 30, 1996, both the composition of the
portfolio assets by financing product as well as by type of equipment remained
relatively consistent with December 31, 1995. As a result of the Securitization,
the Company's net portfolio assets decreased by $2.9 billion. The Securitization
decreased net investment in capital leases by $2.8 billion and net investment in
finance receivables by $.1 billion.
At September 30, 1996, the total portfolio assets managed by the Company on
behalf of others (including assets formerly owned by the Company which have been
previously securitized) was $2.2 billion, approximately the same as at December
31, 1995. Increases in managed assets were experienced in the AT&T and SBA
portfolios. Normal portfolio run-off offset such increases. Of the total assets
managed by the Company on behalf of others, 69.0% at September 30, 1996 and
68.0% at December 31, 1995 were assets managed on behalf of AT&T and its
affiliates.
On October 15, 1996, the Company securitized through a public placement,
$3.0 billion of lease and loan receivables (which includes $0.3 billion of
receivables previously sold and recently repurchased by the Company). A portion
of the Securitization proceeds were used to finance the Merger transaction. As a
result of the Securitization, the Company's managed asset base will
substantially increase to approximately $5.0 billion. Correspondingly, the AT&T
managed portfolio will drop to approximately one-third of total managed assets.
LIQUIDITY AND CAPITAL RESOURCES
The Company generates a substantial portion of its funds to support the
Company's operations from lease and rental receipts, but is also highly
dependent upon external financing, including the issuance of commercial paper
and medium and long-term debt in public markets, foreign bank lines of credit
and, historically to a lesser extent, privately placed asset-backed financings
(or securitizations). As a key part of the Company's on-going financing strategy
to manage leverage and credit risk, the Company
17 FORM 10-Q
currently anticipates that approximately 30% of its annual financing volume
originated each year will be securitized through public and/or private
securitizations. As a result, the Company may securitize additional assets in
the fourth quarter of 1996.
The Securitization and anticipated ongoing securitizations of approximately
30% of annual volumes will have significant impacts on the Company's financial
results depending upon their timing and magnitude. These impacts, some of which
are described in the Results of Operations, include, but are not limited to, the
following: net investment in finance receivables and capital leases (including
residual values, allowance for credit losses and initial direct costs) will
decrease; lower asset levels will result in lower finance revenue and capital
lease revenue; cash proceeds generated from the sale will generally be used to
reduce debt; lower debt levels will reduce interest expense and leverage;
securitization gains will typically be generated as the assets are sold; fees
will be earned for servicing the portfolios; residual values will be frozen at
the present value at the time of securitization and reclassified to other assets
and deferred charges; capital lease revenue will no longer be recognized on the
residuals; with lower carrying values of frozen residuals, income (losses)
generated from renewals and sales of assets at end of lease will be higher
(lower) than if the assets were not securitized; yields and margins on owned
assets are likely to be lower due to the fact the securitizations will typically
include small-ticket products which generally have higher yields and margins;
portfolio quality measures such as delinquency, non-accrual assets, and net
charge-offs/portfolio assets will likely increase due to the sale of generally
better performing assets (these same measures on an owned and managed asset
basis would not be affected by the Securitization); assets, revenues and income
derived from the AT&T/Lucent businesses will change; finally, productivity
measures such as O&A to period end total assets will increase due to the
reduction in the asset base (this measure on an owned and managed asset basis
would not be affected by the Securitization).
In connection with the Merger, the Company's four rating agencies took the
following actions: Standard & Poor's ("S&P") lowered the Company's senior medium
and long-term debt and commercial paper, previously rated A and A-1, to BBB and
A-2, respectively; Duff & Phelps Credit Rating Co. ("Duff & Phelps") lowered the
Company's senior medium and long-term debt and commercial paper, previously
rated A and D-1, to BBB and D-2, respectively; Fitch Investor Services
("Fitch"), which began rating the Company's commercial paper in May, 1996
lowered the Company's F-1 rating to F-2 and rated the Company's senior medium
and long-term debt BBB. Moody's Investors Service ("Moody's") has lowered the
Company's senior medium and long-term debt and commercial paper to Baa3 from A-3
and P-3 from P-1, respectively. See "Results of Operations" for discussion of
the impact on interest expense.
In the first nine months of 1996, the Company issued short-term notes
(principally commercial paper) of $29.9 billion and made repayments of $29.1
billion, and issued medium and long-term debt of $1.3 billion and repaid $1.1
billion. In the first nine months of 1995, the Company issued short-term notes
of $18.8 billion and made repayments of $19.0 billion and issued medium and
long-term debt of $1.6 billion and repaid $0.9 billion.
During the nine months ended September 30, 1996 and 1995, principal
collections from customers, proceeds from securitized receivables and
18 FORM 10-Q
proceeds from SBA and other loan sales of $3.3 billion and $3.0 billion,
respectively, were received. These receipts were primarily used for
finance receivables and lease equipment purchases (including purchases of
finance asset portfolios and businesses) of $4.3 billion and $4.1 billion,
respectively, in the first nine months of 1996 and 1995.
On May 31, and August 30, 1996, the Company paid dividends of eleven cents
per share to shareowners of record as of May 10, and August 9, 1996,
respectively. As a result of the Merger, the Company anticipates that it will no
longer pay dividends in the short-term, and may incur certain obligations which
may restrict the payment of future dividends.
In September 1995, the Company registered with the SEC $3.0 billion of debt
securities (including medium-term notes) and warrants to purchase debt
securities, currency warrants, index warrants and interest rate warrants. At
September 30, 1996, $0.7 billion of medium and long-term debt was available
under such debt registration.
In September 1996, the Company renegotiated its back-up credit facility of
$1.8 billion. This facility, negotiated with a consortium of 24 lending
institutions, supports the commercial paper issued by the Company. At September
30, 1996, this facility was unused. Under the most restrictive provision of the
Company's back-up facility, the Company is required to initially maintain a
minimum consolidated tangible net worth of $500.0 million. The Company is in
compliance with this and all other covenants of the agreement.
The Company also has available local lines of credit to meet local funding
requirements in Europe, Asia/Pacific and Canada of approximately $0.9 billion,
of which approximately $0.6 billion was available at September 30, 1996.
In October 1996, under the Preferred Offering, a wholly-owned subsidiary of
the Company issued to the public eight million preferred securities for $25 per
share. Holders of the securities will be entitled to receive cash distributions
at an annual rate of 9.06%, which is guaranteed by the Company. The securities
are rated BBB- by S&P, Fitch and Duff & Phelps. Moody's has rated the preferred
securities ba2.
Prior to the Merger, the Company has, from time to time, borrowed funds
directly from AT&T, including on an interest-free basis pursuant to the GPTD
Agreement. As a result of the Merger, the Company is no longer a member of
AT&T's consolidated group for federal income tax purposes and was required to
repay to AT&T $247.4 million of interest free loans.
Future financing is contemplated to be arranged as necessary to meet the
Company's capital and other requirements with the timing of issue, principal
amount and form depending on the Company's needs and prevailing market and
general economic conditions.
The Company considers its current financial resources, together with the
debt facilities referred to above and estimated future cash flows from its
portfolio assets, to be adequate to fund the Company's future growth and
operating requirements.
ASSET AND LIABILITY MANAGEMENT
19 FORM 10-Q
AT&T Capital's asset and liability management process takes a coordinated
approach to the management of interest rate and foreign currency risks. The
Company's overall strategy is to match the duration and average cash flows of
its borrowings with the duration and average cash flows of its portfolio assets,
as well as the currency denominations of its borrowings with those of its
portfolio assets, in a manner intended to reduce the Company's interest rate and
foreign currency exposure.
At September 30, 1996, the total notional amount of the Company's interest
rate and currency swaps was $1.4 billion and $0.6 billion, respectively, as
compared to $2.2 billion and $.3 billion, respectively, as of December 31, 1995.
The U.S. dollar equivalent of the Company's foreign currency forward exchange
contracts was $0.8 billion and $0.7 billion at September 30, 1996 and December
31, 1995, respectively.
There were no past due amounts or reserves for credit losses at September
30, 1996 related to derivative transactions. The Company has never experienced a
credit related charge-off associated with derivative transactions.
RECENT PRONOUNCEMENTS
See Note 3 to the unaudited consolidated financial statements.
RECENT EVENTS
See Note 4 to the unaudited consolidated financial statements.
SUBSEQUENT EVENTS
See Note 5 to the unaudited consolidated financial statements.
20 FORM 10-Q
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit Number
10(a) Amendment to the AT&T Capital Corporation 1995 Senior
Executive Annual Incentive Plan dated October 1, 1996.
10(b) Amendment to the AT&T Capital Corporation Supplemental
Executive Retirement Plan dated October 1, 1996.
10(c) Amendment to Share Performance Award under the AT&T
Capital Corporation 1993 Long-Term Incentive Plan dated
October 1, 1996.
10(d) Amendment Number 2 to the AT&T Capital Corporation 1993 Share
Performance Incentive Plan dated October 1, 1996.
10(e) 1996 AT&T Capital Corporation Leadership Severance Plan
effective October 1, 1996.
10(f) Employment Agreement between Antigua Acquisition
Corporation and Thomas C. Wajnert dated September 30,
1996.
10(g) AT&T Capital Corporation Stock Option Agreement dated
October 1, 1996.
10(h) AT&T Capital Corporation 1996 Long term Incentive Plan dated
October 1, 1996.
10(i) Credit Agreement dated as of September 16, 1996, among AT&T
Capital Corporation, the Banks Listed Herein and Morgan
Guaranty Trust Company of New York, as Agent (5-year term).
10(j) Credit Agreement dated as of September 16, 1996, among AT&T
Capital Corporation, the Banks Listed Herein and Morgan
Guaranty Trust Company of New York, as Agent (364-day term).
11 Computation of Primary and Fully Diluted Earnings Per
Share.
12 Computation of Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Current reports on Form 8-K:
Report on Form 8-K, dated October 1, 1996 was filed pursuant to
Item 1 (Changes in Control of the Registrant), Item 5 (Other
Events) and Item 7 (Financial Statements and Exhibits).
Report on Form 8-K, dated August 19, 1996, was filed pursuant to
Item 5.
21 FORM 10-Q
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.
AT&T CAPITAL CORPORATION
November 13, 1996
Ramon Oliu, Jr.
Controller
Chief Accounting Officer
22 FORM 10-Q
EXHIBIT INDEX
EXHIBITS
Exhibit Description
Number
- ------
10(a) Amendment to the AT&T Capital Corporation 1995 Senior Executive
Annual Incentive Plan dated October 1, 1996.
10(b) Amendment to the AT&T Capital Corporation Supplemental
Executive Retirement Plan dated October 1, 1996.
10(c) Amendment to Share Performance Award under the AT&T Capital Corporation
1993 Long-Term Incentive Plan dated October 1, 1996.
10(d) Amendment Number 2 to the AT&T Capital Corporation 1993 Share
Performance Incentive Plan dated October 1, 1996.
10(e) 1996 AT&T Capital Corporation Leadership Severance Plan effective
October 1, 1996.
10(f) Employment Agreement between Antigua Acquisition Corporation and
Thomas C. Wajnert dated September 30, 1996.
10(g) AT&T Capital Corporation Stock Option Agreement dated October 1,
1996.
10(h) AT&T Capital Corporation 1996 Long Term Incentive Plan dated
October 1, 1996.
10(i) Credit Agreement dated as of September 16, 1996, among AT&T Capital
Corporation, the Banks Listed Herein and Morgan Guaranty Trust Company
of New York, as Agent (5-year term).
10(j) Credit Agreement dated as of September 16, 1996, among AT&T Capital
Corporation, the Banks Listed Herein and Morgan Guaranty Trust
Company of New York, as Agent (364-day term).
11 Computation of Primary and Fully Diluted Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as ...................... ss.
The "less than or equal to" symbol shall be expressed as ...... <=
The pound sterling symbol shall be expressed as ............... (pound)