UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1997 ( ) 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 ----- ----- No voting stock of this registrant is held by any non-affiliates of the registrant. At July 31, 1997, 90,337,379 shares of the registrant's Common Stock, par value $.01 per share, were issued and outstanding. 2 FORM 10 Q/A The undersigned registrant hereby amends Item 2 ("Management's Discussion and Analysis of Financial Condition and Results of Operations") of its Form 10-Q filed with the Securities and Exchange Commission on August 13, 1997, for the quarter ended June 30, 1997, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The following changes have been made within the "Results of Operations" of Item 2: For the three months ended June 30,1997 versus June 30, 1996 discussion of capital lease revenue (page 4): "The decrease in the average portfolio was primarily due to the $3.0 billion securitization in the fourth quarter of 1996 involving primarily capital leases." was changed to "The decrease in the average portfolio was primarily due to the $3.1 billion securitization in the fourth quarter of 1996 involving primarily capital leases." For the six months ended June 30,1997 versus June 30, 1996 discussion of capital lease revenue (page 7): "The decrease in the average portfolio was principally due to the $3.0 billion securitization in the fourth quarter of 1996 involving primarily capital leases." was changed to "The decrease in the average portfolio was principally due to the $3.1 billion securitization in the fourth quarter of 1996 involving primarily capital leases." The entire text of Item 2, reflecting the aforementioned correction, is set forth in the pages attached hereto. 3 FORM 10 Q/A AT&T CAPITAL CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FORWARD LOOKING STATEMENTS When included in this Quarterly Report on Form 10-Q, the words, "will", "should", "expects", "intends", "anticipates", "estimates" and similar expressions, among others, identify forward looking statements for purposes of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"). Such statements, which include statements contained in this Item 2, inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. Such risks, many of which are beyond the control of AT&T Capital Corporation (the "Company"), and uncertainties include, among others, those described under "Risk Factors" included in Item 7 of the Company's 1996 Annual Report on Form 10-K. These forward looking statements are made only as of the date of this Quarterly Report on Form 10-Q. The Company expressly disclaims any obligation or undertaking to release any update or revision to any forward looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. RESULTS OF OPERATIONS Three months ended June 30, 1997 vs. June 30, 1996 Unless otherwise indicated, all period to period comparisons represent activity or balances at or for the three months ended June 30, 1997 versus June 30, 1996. Net income of $15.2 million decreased $22.6 million, or 59.8%. Second quarter 1997 net income was lower due to the decreased level of capital lease revenue as a result of the recent increased level of securitization activity, higher interest expense associated with higher leverage, a lower level of sales of off-lease equipment, and distributions on Preferred Securities (as defined herein). The securitization of $3.1 billion of assets in the fourth quarter of 1996, higher leverage and distributions on Preferred Securities resulting from the Company's recapitalization in connection with its merger in the fourth quarter of 1996 (the "Merger"), reduced net income by approximately $30-$35 million. Somewhat offsetting these factors were increases in revenue from securitizations and loan sales, operating lease margin and other revenue. 4 FORM 10 Q/A In light of the Company's significant securitization during the fourth quarter of 1996, coupled with the Company's post-Merger recapitalization, management expects 1997 quarterly income results to continue to be significantly less than the comparable 1996 periods. However, management expects 1997 earnings performance to continue to improve as the Company more fully transitions to its new financing strategy of securitizing one-third of its annual volumes. Finance revenue of $54.8 million increased $5.1 million, or 10.4%. An 11.0% increase in the average net finance receivables accounted for $5.5 million of the increase, while the decrease in the average yield to 10.15% from 10.21% offset this increase by $0.4 million. Increases in the finance receivables portfolio were generated primarily through growth in the large-ticket structured finance and small-ticket portfolios. The decline in yield was experienced by many of the Company's businesses and relates to increased competitive pressures and the mix of the assets recently securitized (see below for a discussion of the impact of securitizations on yields). In addition, a few large nonearning accounts are also depressing the overall yield. See "Credit Quality" for a discussion of these accounts. Capital lease revenue of $90.0 million decreased $70.9 million, or 44.1%, due primarily to a 42.4% decrease in the average net capital lease portfolio. The decrease in the average portfolio was primarily due to the $3.1 billion securitization in the fourth quarter of 1996 involving primarily capital leases. The overall yield on capital leases decreased from 10.4% to 10.0%. The reduction in yields occurred for several reasons including the effects of securitizing higher yielding assets, run-off of relatively higher yielding leases and competitive pressures. The Company's securitizations have generally included small-ticket products having higher yields and margins as compared to larger ticket products. Therefore, as securitizations occur, the proportion of these higher yielding products in the Company's owned portfolio is reduced causing a decrease in yields. Higher yields are not necessarily associated with higher profitability, since these assets commonly carry higher credit provisions and servicing costs. Rental revenue on operating leases of $200.3 million increased $32.9 million, or 19.7%. Depreciation expense on operating leases of $133.2 million increased $23.6 million, or 21.6%. Rental revenue less associated depreciation ("operating lease margin") was $67.2 million, or 33.5% of rental revenue, compared with $57.9 million, or 34.6% of rental revenue for the comparable prior year period. The decreased operating lease margin relates primarily to increased depreciation on certain telecommunications equipment in lease renewal coupled with a slightly lower utilization rate of testing and diagnostic equipment. Net interest margin (finance revenue, capital lease revenue and rental revenue, less depreciation on operating leases and interest expense) ("margin") was $103.1 million or 5.73% of average net portfolio assets. This compares with a margin of $151.9 million or 6.54% for the same period last year. The reduced margin of $48.8 million is due to lower portfolio revenue and higher interest expense resulting from higher leverage associated with the Company's post-Merger recapitalization, offset by lower interest expense associated with carrying a lower level of portfolio assets. Average net portfolio assets of $7.2 billion were $2.2 billion 5 FORM 10 Q/A lower than the comparative prior year quarter resulting in a decrease in portfolio revenue of approximately $61.6 million. A slight increase in the overall portfolio yield to 11.79% from 11.50%, due to a shift in the mix toward operating leases, offset the decrease in revenue by approximately $5.2 million. The Company's post-Merger recapitalization includes higher debt relative to assets, and the interest expense associated with carrying such higher relative debt reduced the second quarter's margin by approximately $21.0 million. The lower level of debt associated with a smaller asset base decreased interest expense by approximately $28.6 million. Revenue from sales of equipment of $12.6 million decreased 58.0% from $29.9 million. Similarly, cost of equipment sales of $11.4 million decreased from $24.6 million. Equipment sales revenue less associated cost of equipment sales ("equipment sales margin") was $1.1 million, or 9.1% of equipment sales revenue this quarter and $5.3 million, or 17.6% in the prior year quarter. The drop in both equipment sales revenue and margin highlights the unusually strong results attained in the previous year's second quarter. During 1996, equipment sales and margin were bolstered by strong demand for mainframes and emerging technology equipment. Volume and profitability from equipment sales tend to follow customer behavior and generally are difficult to predict. Securitization and loan sales revenue increased $18.3 million to $21.4 million. Higher securitization revenue accounted for $14.8 million of the increase, with the remaining increase of $3.5 million attributable to higher loan sales revenue. Higher securitization and loan sales revenue was generated through the sale of $317.3 million of loans and leases in the second quarter of 1997 compared with $33.1 million in 1996. Other revenue of $57.3 million increased $7.6 million, or 15.4%. Service revenue more than doubled, up from $4.0 million to $10.1 million in 1997, reflecting a higher managed asset base. Fee income of $5.3 million grew from the $2.8 million earned in the prior year as a result of providing software development services. Somewhat offsetting these improvements was a $4.2 million decrease in gain on asset sales of $20.4 million primarily as a result of decreases in the automotive business due to competitive pressures. Average borrowings outstanding of $6.8 billion decreased 5.9%, or $.4 billion. This decrease was primarily due to a decrease in asset volume as a result of increased securitization activity. Interest expense of $108.9 million decreased 6.6%, or $7.6 million. The higher relative proportion of debt to assets contributed approximately $21.0 million in higher interest, which was more than offset by approximately $28.6 million reduction to interest primarily resulting from carrying fewer assets. The Company's average cost of debt of 6.41% was down slightly from 6.46% in the prior year. The Company issued medium and long term debt in the second quarter at an average rate of 6.51%, compared to debt maturing at an average rate of 6.3%. Operating and administrative ("O&A") expenses of $130.7 million increased $4.7 million, or 3.7%. Higher expenses are predominantly due to managing a higher level of owned and managed assets. As a percentage of owned and managed assets, second quarter annualized O&A expenses were 4.03% and 4.11% at June 30, 1997 and 1996, respectively. The Company's goal is 6 FORM 10 Q/A to reduce this ratio to 3.5% in a few years. (Please refer to the first paragraph of Management's Discussion and Analysis of Financial Condition and Results of Operations, "Forward Looking Statements" for a discussion of the risks inherent in forward looking statements.) See "Credit Quality" below for a discussion of the provision for credit losses. The accompanying consolidated statement of income for the current period includes $4.5 million of quarterly distributions paid on trust originated, Company-obligated preferred securities of subsidiary. These distributions relate to $200 million of preferred securities issued in connection with the recapitalization associated with the Merger (the "Preferred Securities"). The effective income tax rates were 39.2% and 37.7% for the second quarters of 1997 and 1996, respectively. The increase in the overall rate is due to higher effective state and foreign tax rates. The Company has continued to expand its non-AT&T/Lucent/NCR business. For the second quarter of 1997, non-AT&T/Lucent/NCR businesses represented 74.0%, 65.2% and 8.9% of the Company's total assets, revenues and net income, respectively. That compares to 67.2%, 62.7% and 27.8%, of the Company's total assets, revenues and net income, respectively, for the second quarter of 1996. The decrease in non-AT&T/Lucent/NCR net income is consistent with lower portfolio revenue generated from lower average net portfolio assets (as a result of the $3.1 billion securitization in the fourth quarter of 1996), increased costs incurred in connection with the foreign businesses (largely non-AT&T/Lucent/NCR) and lower relative securitization gains compared to AT&T/Lucent/NCR related gains. The Company anticipates ongoing securitization activity equal to approximately one-third of the Company's total annual financing volumes. As a result, the assets, revenues and net income/(loss) of the non-AT&T/Lucent/NCR business will vary depending upon the mix of assets securitized. (Please refer to the first paragraph of Management's Discussion and Analysis of Financial Condition and Results of Operations, "Forward Looking Statements" for a discussion of the risks inherent in forward looking statements.) Six months ended June 30, 1997 versus June 30, 1996 Unless otherwise indicated, all period to period comparisons represent balances or activity at or for the six months ended June 30, 1997 versus June 30, 1996, respectively. Net income of $22.6 million decreased 69.8% from $74.8 million. Net income was lower due to the decreased level of capital lease revenue as a result of the recent increased level of securitization activity, higher interest expense associated with higher leverage and distributions on Preferred Securities. The impact of securitizing $3.1 billion of assets in the fourth quarter of 1996, higher leverage and the distributions on Preferred Securities resulting from the Company's recapitalization in connection with the Merger, reduced net income by approximately $65-$75 million. Somewhat offsetting these factors were increases in revenue from securitizations and loan sales, other revenue and operating lease margin. 7 FORM 10 Q/A Finance revenue of $109.2 million increased 12.6% from $97.0 million. The 14.5% increase in average net finance receivables accounted for $14.0 million of the increase. A slightly lower yield of 10.09% from 10.26% offset $1.8 million of the increase. The growth in the portfolio was primarily due to the increase in the large-ticket structured finance and small-ticket portfolios. The reduction in yield is due to the same factors described in the three months ended June 30, 1997 discussion. Capital lease revenue of $180.7 million decreased 44.1% from $323.2 million due primarily to a 41.3% decrease in the average net capital lease portfolio. The decrease in the average portfolio was principally due to the $3.1 billion securitization in the fourth quarter of 1996 involving primarily capital leases. Revenue on operating leases of $397.1 million increased 22.0% and depreciation expense on operating leases of $265.2 million increased 25.1%. Operating lease margin was $131.9 million, or 33.2% of rental revenue compared with $113.5 million, or 34.9% of rental revenue. Refer to the three month discussion of operating lease revenue for a discussion of the variance. Net interest margin of $207.6 million or 5.74% of average net portfolio assets decreased from $303.6 million or 6.55% in the prior year. The reduced margin of $96.0 million is due to lower portfolio revenue, higher relative interest expense associated with the Company's post-Merger capitalization structure, offset by lower interest expense associated with carrying a lower level of portfolio assets. Average net portfolio assets of $7.2 billion were $2.0 billion lower than the comparative prior year generating lower portfolio revenue of approximately $117.3 million. A slight increase in the overall portfolio yield of 11.66% from 11.51%, due to a shift in the mix toward operating leases, offset the revenue drop by approximately $5.4 million. The Company's post-Merger recapitalization resulted in higher leverage. The interest expense associated with carrying such higher relative debt reduced the margin by approximately $42.0 million. The lower level of debt associated with a smaller asset base decreased interest expense by $57.9 million. Revenue from sales of equipment of $20.7 million decreased 57.3% from $48.6 million. Similarly, cost of equipment sales of $18.6 million decreased 54.1% from $40.7 million. Equipment sales margin of $2.1 million, or 10.1% of revenue from sales of equipment decreased from $7.9 million, or 16.3%. Refer to the three month discussion of results for a discussion of lower equipment sales revenue and margin. Securitization and loan sales revenue increased $24.1 million to $34.4 million. Higher securitization revenue accounted for $19.0 million of the increase, with the remaining increase of $5.1 million attributable to higher loan sales revenue. Higher securitization and loan sales revenue was generated through the sale of $708.6 million of loans and leases in the six months ended June 30, 1997 compared to $130.9 million for the prior year. Other revenue increased 21.0% to $115.2 million from $95.3 million. Service revenue more than doubled from $8.5 million to $19.8 million. Fee income of $10.3 million increased $5.1 million from $5.2 million. Refer to 8 FORM 10 Q/A the three month discussion of other revenue for explanation of these increases. Average borrowings outstanding of $6.7 billion decreased 5.2%, or $.4 billion. This decrease was primarily due to a smaller asset base as a result of increased securitization activity. Interest expense of $214.2 million decreased 6.9%, or $15.9 million. The higher relative proportion of debt to assets contributed $42.0 million in higher interest, which was more than offset by the $57.9 million reduction to interest resulting from carrying fewer assets. O&A expenses of $267.0 million increased 7.5% from $248.4 million. This increase was due to increased costs associated with managing a higher level of assets. Total owned and managed assets of $13.0 billion grew 5.8% from the $12.3 billion reported at June 30, 1996. As a percent of owned and managed assets, annualized O&A expenses of 4.12% were up slightly from 4.05% at June 30, 1996. In addition to servicing a larger portfolio, certain technology systems investments and costs relating to the Company's separation from AT&T have contributed to the increase in the O&A ratio. See "Credit Quality" below for a discussion of the provision for credit losses. The accompanying consolidated statement of income for the current period includes $9.1 million of distributions paid on $200 million of Preferred Securities. The Company's effective income tax rate of 39.3% increased from 37.8%. Refer to the three month discussion for the explanation of the increase. Non-AT&T/Lucent/NCR businesses represented 74.0%, 63.9% and (30.9%) of the total assets, revenues and net income, respectively. That compares to 67.2%, 61.8% and 28.4%, respectively. The 1997 non-AT&T/Lucent/NCR net loss is consistent with lower portfolio revenue generated from lower average net portfolio assets (as a result of the $3.1 billion securitization in the fourth quarter of 1996), increased costs incurred in connection with the foreign businesses (largely non-AT&T/Lucent/NCR) and lower relative securitization gains compared to AT&T/Lucent/NCR related gains. Refer to the three month discussion for a description of certain factors affecting the non-AT&T/Lucent/NCR results. 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. 9 FORM 10 Q/A The following chart (dollars in millions) reflects the Company's portfolio credit performance indicators: At At June 30, December 31, 1997 1996 1996 - --------------------------------------------------------------------------------- Allowance for credit losses $155.6 $238.6 $169.0 Allowance for credit losses/Portfolio assets 2.12% 2.44% 2.30% Non-accrual assets $150.2 $150.3 $135.1 Non-accrual assets/Portfolio assets 2.05% 1.54% 1.84% Net charge-offs*/Portfolio assets 1.08% .55% 1.17% Delinquency-owned assets (two months or greater) 2.77% 1.99% 2.56% Delinquency-owned and securitized assets (two months or greater) 2.49% 2.09% 2.18% (*) Net charge-offs are based upon the twelve months ended June 30, 1997 and 1996 and December 31, 1996. The 1997 second quarter provision for credit losses of $22.7 million decreased $.5 million, or 2.4% compared to the second quarter of 1996. For the first half of 1997, the provision for credit losses of $46.0 million reflects a 5.3% decrease over the prior years. These decreases are consistent with the decrease in small-ticket assets as a result of continuing securitization activity. Generally, the relative provisions recorded on medium and large-ticket transactions are lower than small-ticket assets. The increase in the ratio of net charge-offs/portfolio assets over the second quarter of 1996 is reflective of an $11.2 million write-off of a large financing taken in the third quarter of 1996. The decrease in the allowance for credit losses and related ratio is due to the decrease in portfolio assets and the portfolio shift away from small-ticket assets. The increase in nonaccrual assets to portfolio assets over June 30, 1996 is primarily due to a $27.1 million project finance transaction. The increase in the delinquencies since year-end and June 30, 1996 of both owned and owned and managed assets, is primarily due to the project finance transaction discussed above. The Company maintains an allowance for credit losses at a level management believes is adequate to cover estimated losses in the portfolio 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 10 FORM 10 Q/A also takes into consideration the potential impact of existing and anticipated economic conditions. FINANCIAL CONDITION Net portfolio assets remained flat at $7.2 billion at June 30, 1997 compared to December 31, 1996. In the first half of 1997, the Company securitized $453.5 million of capital leases and $165.3 million of finance receivables. Capital leases decreased $88.7 million, which reflects the impact of the securitization offset, in part, by new capital lease originations. Finance receivable originations in the first half of 1997 offset the effect of securitizations, keeping finance receivables flat at $2.1 billion. The increase of $75.0 million in operating leases to $1.5 billion was experienced by many of the Company's businesses. The total owned and managed portfolio assets at June 30, 1997 of $13.0 billion increased slightly from $12.9 at December 31, 1996. LIQUIDITY AND CAPITAL RESOURCES In the first six months of 1997, the Company issued short-term debt of $24.6 billion and repaid $24.8 billion (principally commercial paper) and issued medium and long-term debt of $1.8 billion and repaid $1.4 billion. In the first six months of 1996, the Company issued commercial paper of $12.6 billion and made repayments of $12.6 billion and issued medium and long-term debt of $1.3 billion and repaid $.7 billion. During the six month periods ended June 30, 1997 and 1996, principal collections from customers, proceeds from securitized receivables and loan sales aggregating $2.5 billion and $2.2 billion were received, respectively. These receipts were primarily used for finance receivables and lease equipment purchases of $2.9 billion in the first half of 1997 and 1996. The Company maintains a back-up credit facility of $1.8 billion. This facility, negotiated with a consortium of 25 lending institutions, supports its commercial paper. At June 30, 1997, this facility was unused. Under the most restrictive provision of the Company's back-up facility, the Company is required to maintain a minimum consolidated tangible net worth (based on a formula that includes a portion of current net income) of $558.2 million at June 30, 1997. The Company is in compliance with this and all other covenants of the agreement. As of June 30, 1997, the Company has $2.2 billion of debt securities available for issuance under an effective registration statement. To meet local funding requirements, the Company's foreign operations have available lines of credit of approximately $297.2 million, of which approximately $58.0 million was available at June 30, 1997. Net cash provided by operating activities for the first half of 1997 was $197.4 million as compared to net cash provided of $293.8 million in the similar prior-year period. The change in the level of cash associated with operating activities is a function of lower net income (as previously discussed) and a reduction in the Company's payables. Future financing is contemplated to be arranged as necessary to meet the Company's capital and other requirements with the timing of issue, 11 FORM 10 Q/A 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, to be adequate to fund the Company's future growth and operating requirements. The Company's ratio of debt to equity plus Preferred Securities was 7.17 at June 30, 1997 similar to the December 31, 1996 ratio of 7.13. ASSET AND LIABILITY MANAGEMENT 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. For a description of certain key elements of this process, including AT&T Capital's use of derivatives to mitigate risk, see the Company's Annual Report on Form 10-K for the year ended December 31, 1996. At June 30, 1997, the total notional amount of the Company's interest rate and currency swaps was $2.1 billion and $.6 billion, respectively, as compared to $1.4 billion and $.3 billion, respectively, as of December 31, 1996. The U.S. dollar equivalent of the Company's foreign currency forward exchange contracts was $1.1 billion and $.9 billion at June 30, 1997 and December 31, 1996, respectively. There were no past due amounts or reserves for credit losses at June 30, 1997 related to derivative transactions. The Company has never experienced a credit related charge-off associated with derivative transactions. RECENT PRONOUNCEMENTS See Note 2 to the unaudited consolidated financial statements. 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 RAMON OLIU, JR. ------------------------- September 18, 1997 Ramon Oliu, Jr. Senior Vice President and Chief Financial Officer