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 June 30, 1998 ( ) 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 973-397-3000 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 ----- ----- The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format. No voting stock of this registrant is held by any non-affiliates of the registrant. At July 31, 1998, 101,811,848 shares of the registrant's Common Stock, par value $.01 per share, were issued and outstanding to Newcourt Credit Group USA Inc. FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) June 30, December 31, 1998 1997 (Unaudited) ---------- ---------- ASSETS: Cash and cash equivalents $ 36,677 $ 8,317 Assets held for sale and inventory - 478,213 Net investment in finance receivables 2,332,265 2,343,604 Net investment in capital leases 2,379,690 3,288,141 Net investment in operating leases, net of accumulated depreciation of $841,019 in 1998 and $772,437 in 1997 1,586,752 1,593,582 Deferred charges and other assets 863,548 832,892 Receivable from Affiliates (a) 1,506,096 - Deferred income taxes 202,704 231,146 --------- ---------- Total Assets $8,907,732 $8,775,895 ========= ========= LIABILITIES, PREFERRED SECURITIES AND SHAREOWNER'S EQUITY: LIABILITIES: Short-term notes, less unamortized discounts of $4,695 in 1998 and $14,357 in 1997 $1,104,482 $1,868,585 Income taxes and other payables 600,974 714,122 Medium- and long-term debt 6,020,539 5,249,409 Commitments and contingencies --------- --------- Total Liabilities 7,725,995 7,832,116 --------- --------- PREFERRED SECURITIES: Company-obligated preferred securities of subsidiary 200,000 200,000 (continued) 2 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) (Dollars in Thousands) June 30, December 31, 1998 1997 (Unaudited) ----------- ----------- SHAREOWNER'S EQUITY: Common stock, one cent par value: Authorized 150,000,000 shares, issued and outstanding,101,811,848 and 90,337,379 shares in 1998 and 1997 $ 1,018 $ 903 Additional paid-in capital 852,715 651,552 Recourse loans to senior executives - (15,471) Foreign currency translation adjustments (5,525) (4,032) Retained earnings 133,529 110,827 --------- --------- Total Shareowner's Equity 981,737 743,779 --------- --------- Total Liabilities, Preferred Securities and Shareowner's Equity $8,907,732 $8,775,895 ========== ========== (a) At June 30, 1998, "Affiliates" as defined herein are Newcourt Credit Group Inc., "Newcourt", and certain subsidiaries of Newcourt. The accompanying notes are an integral part of these Consolidated Financial Statements. 3 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Dollars in Thousands) (Unaudited) For the Three Months For the Six Months Ended June 30, Ended June 30, 1998 1997 1998 1997 Revenues: Finance revenue $ 59,354 $ 54,857 $118,798 $109,166 Capital lease revenue 70,253 89,959 153,762 180,706 Rental revenue on operating leases 217,772 200,328 435,749 397,051 Revenue from securitizations and loan sales 23,325 21,396 40,742 34,428 Equipment sales 15,832 12,565 22,237 20,740 Other revenue, net 78,364 57,288 134,549 115,231 ------- ------- -------- ------- Total Revenues 464,900 436,393 905,837 857,322 ------- ------- -------- ------- Expenses: Interest 123,864 108,852 239,077 214,169 Operating and administrative 117,614 130,748 253,482 267,031 Depreciation on operating leases 143,642 133,176 285,704 265,152 Cost of equipment sales 14,207 11,423 20,367 18,652 Provision for credit losses 26,282 22,678 51,540 45,957 ------- ------- -------- ------- Total Expenses 425,609 406,877 850,170 810,961 Distributions on Company -obligated preferred securities of subsidiary 4,530 4,530 9,060 9,060 ------- ------- ------- ------- Income before income taxes 34,761 24,986 46,607 37,301 Provision for income taxes 19,317 9,791 23,905 14,678 -------- ------- -------- -------- Net Income $ 15,444 $ 15,195 $ 22,702 $ 22,623 ======== ======== ======== ======== Other Comprehensive Income (Loss) $ 2,197 $( 3,415) $( 3,065) $( 4,094) Provision(benefit)for taxes 1,221 ( 1,338) ( 1,572) ( 1,611) -------- -------- -------- -------- Total Other Comprehensive Income (Loss), Net of Tax 976 ( 2,077) ( 1,493) ( 2,483) -------- -------- -------- -------- Comprehensive Income $ 16,420 $ 13,118 $ 21,209 $ 20,140 ========= ======== ======== ======== The accompanying notes are an integral part of these Consolidated Financial Statements. 4 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) For the six months ended June 30, 1998 1997* --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 22,702 $ 22,623 Noncash items included in income: Depreciation and amortization 312,953 290,243 Deferred taxes 24,351 (59,544) Provision for credit losses 51,540 45,957 Revenue from securitizations and loan sales (40,742) (34,428) Decrease in deferred charges and other assets (77,620) 44,069 Increase (decrease) in income taxes and other payables 102,180 (48,839) Decrease in payables to Former Affiliates - (27,245) --------- --------- Net cash provided by Operating Activities 395,364 232,836 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of finance asset portfolios (40,284) - Financings and lease equipment purchases (2,148,198) (2,903,909) Principal collections from customers 1,288,294 1,714,816 Cash proceeds from securitizations and loan sales 925,057 768,945 Loans made to Affiliates (1,386,441) - Proceeds from sale of subsidiary 14,283 - --------- --------- Net cash used for Investing Activities $(1,347,289) $ (420,148) --------- --------- (Continued) 5 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in Thousands) (Unaudited) For the six months ended June 30, 1998 1997* -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in short-term notes, net $ (764,103) $ (236,092) Additions to medium- and long-term debt 3,295,677 1,848,471 Repayments of medium- and long-term debt (1,766,760) (1,416,039) Proceeds from repayment of recourse loans to senior executives 15,471 - Proceeds from issuance of common stock 200,000 - ---------- --------- Net cash provided by Financing Activities 980,285 196,340 --------- --------- Net Increase in Cash and Cash Equivalents 28,360 9,028 Cash and Cash Equivalents at beginning of period 8,317 - --------- --------- Cash and Cash Equivalents at end of period $ 36,677 $ 9,028 ========== ========== Non-Cash Investing and Financing Activities: In the first six months of 1998 and 1997, the Company entered into capital lease obligations of $68,054 and $3,256, respectively, for equipment that was subleased. *Certain amounts have been reclassified to conform to the 1998 presentation. The accompanying notes are an integral part of these Consolidated Financial Statements. 6 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES NOTES TO THE 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, reflect 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. 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, 1997. 2. Recent Pronouncements In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures About Segments of an Enterprise and Related Information". SFAS No. 131 establishes a new model for segment reporting. The Statement requires reporting of financial and descriptive information about a company's reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. It also requires reporting of certain information about products and services, geographic areas of operation, and major customers. SFAS No. 131 is effective for financial statements for periods beginning after December 15, 1997. The Company will adopt this standard in its 1998 annual financial statements. Comparative information for earlier years will be restated. In February 1998, the FASB issued SFAS No. 132, "Employer's Disclosures about Pensions and Other Post Retirement Benefits". SFAS No. 132 revises employer's disclosures about pension and other post retirement benefit plans but does not change the measurement or recognition of those plans. The Statement standardizes the disclosure requirements to the extent practicable, requires additional information changes in the benefit obligations and fair value of plan assets that will facilitate financial analysis, and eliminates certain disclosures that are no longer useful. SFAS No. 132 is effective for fiscal years beginning after December 15, 1997. The Company will adopt this standard in its 1998 annual financial statements. Comparative information for earlier years will be restated, if readily available. 7 In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity measure all derivative instruments at fair value and recognize such instruments as either assets or liabilities in the consolidated statements of financial condition. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative as either a fair value hedge, a cash flow hedge or a foreign currency hedge. The effect of the changes in fair value of the derivatives are to be reflected in either the consolidated statements of income or as a component of other comprehensive income based upon the resulting designation. SFAS 133 is effective for fiscal years beginning after June 15, 1999. The Company will adopt this standard in its 2000 annual financial statements. The Company has not yet determined the impact of this statement on the Company's consolidated financial statements, taken as a whole. 8 3. Subsidiary Debentures The table below shows summarized consolidated financial information for AT&T Capital Leasing Services, Inc. and AT&T Capital Services Corporation, both wholly-owned subsidiaries of the Company. The Company has guaranteed, on a subordinated basis, payment on debentures issued by these subsidiaries (dollars in thousands). AT&T Capital Leasing Services, Inc. For the six months ended June 30, (unaudited) 1998 1997 ---- ---- Total revenues $ 79,723 $ 75,929 Interest expense 12,548 21,156 Operating and administrative expenses 34,123 41,492 Provision for credit losses 20,429 24,051 Income (Loss) before taxes 7,640 (12,196) Net Income(a) 12,727 1,192 June 30, December 31, 1998 1997 (unaudited) ------------- -------------- Total assets 839,950 786,895 Total debt 708,001 675,420 Total liabilities 782,959 742,633 Total shareowner's equity $ 56,991 $ 44,262 AT&T Capital Services Corporation For the six months ended June 30, (unaudited) 1998 1997 ---- ---- Total revenues $ 56,788 $ 58,809 Interest expense 1,954 3,395 Operating and administrative expenses 20,325 23,517 Provision for credit losses 95 591 Income before taxes 7,330 2,344 Net income 4,390 1,356 June 30, December 31, 1998 1997 (unaudited) -------------- ------------- Total assets 157,970 147,182 Total debt 112,586 108,794 Total liabilities 140,198 133,800 Total shareowner's equity $ 17,772 $ 13,382 (a) Net income for 1998 and 1997 includes a $5.1 million and $13.4 million tax benefit relating to a $12.8 million and $34.1 million book loss subject to tax, respectively. Pre-tax book income includes equity investment revenue not taxable to AT&T Capital Leasing Services, Inc. The 1997 net income has been restated to reflect this benefit. 9 4. Securitizations During the first and second quarters of 1998, the Company securitized approximately $345.5 million and $448.7 million, respectively, of capital leases and loan receivables through private conduit facilities. The Company retained an interest in the underlying cash flows. The fair value of such retained interests were calculated using a fair market discount rate of like kind cash flows of approximately 7.5%. 5. Receivable from Affiliate The Company has an interest bearing intercompany receivable aggregating $1,350.0 million at June 30, 1998 as a result of raising debt on behalf of certain subsidiaries of Newcourt Credit Group Inc., an Ontario, Canada corporation ("Newcourt"), an indirect owner of one hundred percent of the issued and outstanding capital stock of the Company. The net interest income associated with the intercompany receivables for the three and six months ended June 30, 1998 was $20.4 million and $24.6 million, respectively. 6. Restructuring Charges At December 31, 1997, the Company recorded a reserve pursuant to a restructuring plan. The following is a roll forward of such reserve (in thousands) and the approximate number of employees to be terminated. Activity At December 31, through At June 30, 1997 June 30, 1998 1998 ----------------- ----------------- ------------ Severance and benefits related costs $32,920 $15,122 $17,798 Facility closing costs 2,173 2,163 10 ----------------- ------------------ ------------ Total $35,093 $17,285 $17,808 ----------------- ----------------- ------------ Approximate number of employees to be terminated 200 160 40 ----------------- ----------------- ------------ As of June 30, 1998, the Company has terminated the majority of the employees identified and believes the remaining reserve is adequate to cover the costs to complete the plan of restructure. With regard to this plan, there has been no adjustment to the reserve estimate on the estimated number of employees to be terminated. 7. 1998 Sale of the Company and Related Transactions On January 12, 1998, Newcourt consummated the purchase (the "Newcourt Acquisition") of all of the outstanding shares of common stock of AT&T Capital, pursuant to a Stock Purchase Agreement dated as of November 17, 1997 among the Company, Newcourt, Hercules Holdings (Cayman) Limited and certain management stockholders. In connection with the Newcourt Acquisition, the Company received $15.5 million in settlement of recourse loans to senior executives. Also, in connection with the Newcourt Acquisition, all of the outstanding shares of common stock of AT&T Capital were transferred to Newcourt Holdings USA, Inc., a wholly-owned subsidiary of Newcourt, and are owned indirectly by Newcourt. For further discussion regarding the Newcourt Acquisition, see Note 1 to the Audited Consolidated 10 Financial Statements included in the Company's 1997 Annual Report filed on Form 10-K. On March 31, 1998 Newcourt Holdings USA, Inc. merged with and into Newcourt Credit Group USA Inc., a wholly-owned subsidiary of Newcourt, with Newcourt Credit Group USA Inc. being the surviving entity. Also on March 31, 1998, AT&T Capital Canada, Inc. (a wholly-owned subsidiary of the Company), was sold at book value to Newcourt resulting in no gain or loss. The total amount of assets sold at March 31, 1998 was $252.2 million. On April 1, substantially all of the operations of the Company's European businesses were sold to Newcourt. The assets were sold at book value excluding the cumulative foreign exchange translation loss and, therefore, the Company recognized a pretax loss from such sale of $1.3 million, the amount of the cumulative foreign exchange translation loss. In addition, in connection with such sale, the Company wrote-off $6.0 million of deferred tax assets it no longer expects to realize. The total amount of assets relating to these businesses totaled $803.4 million at March 31, 1998. As of April 1998, the Company is no longer pursuing the sale of its US consumer automotive business but will let the portfolio liquidate. The carrying value of these assets ($411.5 million at March 31, 1998), previously classified as assets held for sale, have been reclassified to portfolio assets. However, as a result of the Newcourt Acquisition, the Company may divest additional businesses or portfolios. During June of 1998, the Company divested its joint venture with American Express. The Company sold approximately $77.0 million of assets and recognized a pre-tax gain of approximately $16.8 million. On June 4, 1998, the Company issued approximately 11.5 million shares of its common stock to Newcourt Credit Group USA Inc. in exchange for $200.0 million. 8. Company-obligated preferred securities As a result of the Newcourt Acquisition, the Company intends to repurchase the Company obligated preferred securities in order to recapitalize the combined company. On July 27, 1998, an Offer to Purchase and Consent Solicitation (the "Offer") in connection with the 9.06% Trust Originated Preferred Securities (the "TOPrS" or "Company-obligated preferred securities") of Capita Preferred Trust, was announced to all of the holders of record of the TOPrS as of July 20, 1998. AT&T Capital invited all holders of the TOPrS to tender any and all of their TOPrS for purchase. In conjunction with the Offer the Company solicited consents from the holders to amend the Limited Partnership Agreement and the indentures pursuant to which three debentures (the "Debentures") have been issued by AT&T Capital and two of its wholly-owned subsidiaries. The proposed amendments will provide for an early redemption of the Partnership Preferred Securities and Debentures, which in turn will cause the optional redemption of any and all TOPrS that have not been tendered in the Offer. Following the successful consummation of the Offer and the Consent Solicitation in accordance with their respective terms, there will not be any TOPrS that remain outstanding. 11 In connection with this Offer, the estimated aggregate of the offer premium and other related costs is expected to be approximately $50 million. 9. Subsequent Event Effective August 1, 1998, the Company will no longer be managing approximately $1.5 billion of assets on behalf of AT&T Corp. The Company's ratio of Operating and Administrative to Owned and Managed Assets will be negatively impacted. Excluding these assets at June 30, 1998, such ratio for the Company would have been 4.06% versus 3.63%. 12 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Omitted under the provisions set forth in General Instruction H of the Form 10-Q requirements under the Securities Exchange Act of 1934. In lieu of Item 2, the Company has provided a narrative analysis of the results of operations explaining the reasons for material changes in the amount of revenue and expense items between the most recent year-to-date period presented and the corresponding year-to-date period in the preceding fiscal year. MANAGEMENT'S NARRATIVE 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 narrative, 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 and uncertainties include, among others, those described under "Risk Factors" included in Item 7 of AT&T Capital Corporation's ("AT&T Capital" or the "Company") 1997 Annual Report on Form 10-K, many of which are beyond the control of the Company. 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. 1998 SALE OF THE COMPANY AND RELATED TRANSACTIONS See Note 7 to the unaudited Consolidated Financial Statements. RESULTS OF OPERATIONS Unless otherwise indicated, all period to period comparisons represent activity or balances at or for the six months ended June 30, 1998 versus June 30, 1997. 13 Net Income Net income of $22.7 million was relatively flat period over period. Increased other revenue, operating lease margin and finance revenue and decreased operating and administrative expenses were offset by a decrease in capital lease revenue and an increase in interest expense. Key financial operating statistics The following table sets forth certain key financial operating statistics of the Company's operations: For the six months ended June 30, 1998 1997 ------------------------ (dollars in millions) Finance revenue $ 118.8 $ 109.2 Capital lease revenue 153.8 180.7 Operating lease margin 150.0 131.9 ------------------------- Net portfolio revenue 422.6 421.8 ------------------------- Less: Interest expense 239.1 214.2 ------------------------- Net interest margin (a) 183.5 207.6 ------------------------- Average net portfolio assets $6,921.9 $7,236.7 ------------------------- Net interest margin percentage (a) 5.30% 5.74% ------------------------- Finance receivables- average yield 9.93% 10.09% Capital leases-average yield 10.46% 9.91% Operating lease margin percentage 34.43% 33.22% ------------------------- Total portfolio yield 12.21% 11.66% ------------------------- Debt/Equity plus Preferred Securities 6.03x 7.17x a) Net interest margin is comprised of net portfolio revenue (finance revenue, capital lease revenue and operating lease margin) less interest expense. Net interest margin percentage equals the net interest margin (annualized for the six months ended June 30, 1998 and 1997, respectively) divided by the respective average net portfolio assets. Capital lease revenue Capital lease revenue decreased $26.9 million or 14.9%. The 19.3% decrease to $2.9 billion in the average net capital lease portfolio was responsible for approximately $34.9 million of the decrease. The decrease in the average net capital lease portfolio was due primarily to the sale of certain assets of the Canadian and European business units to Newcourt in March and April, respectively, and the December 1997 sale of the Company's North American fleet automotive portfolio to a third party, the effects of which were slightly offset by increases in certain small ticket portfolios. 14 The increase in the average yield of 55 basis points to 10.46% partially offset the decrease in revenue by $8.0 million. Operating lease margin Rental revenue on operating leases of $435.7 million increased $38.7 million, or 9.7%. Depreciation expense on operating leases of $285.7 million increased $20.6 million, or 7.8%. The revenue increase was generated by the Company's enterprise server and telecommunications portfolios and was partially offset by the sale of the North American fleet automotive portfolio. The 121 basis point increase in operating lease margin percentage to 34.43% resulted primarily from a higher proportion of renewal revenue. Net interest margin Net interest margin of $183.5 million was 5.30% of average net portfolio assets compared with $207.6 million, or 5.74%. Net interest margin decreased by $24.1 million, or 11.6% due to relatively flat portfolio revenue and higher interest expense associated with carrying a higher level of debt. The interest expense associated with carrying a higher level of debt reduced the margin by approximately $26.5 million, while the slightly lower cost of debt (6.33% versus 6.37%) partially offset this reduction by $1.5 million. The increase in debt is primarily the result of borrowings made by the Company on behalf of certain subsidiaries of Newcourt. Average net portfolio assets of $6,921.9 million were $314.8 million, or 4.4% lower causing a decrease in portfolio revenue of approximately $8.5 million. An increase in the overall portfolio yield to 12.21% from 11.66%, increased revenue by approximately $9.4 million. The reduction in the average net portfolio assets is primarily the result of the previously mentioned sale of certain assets of the Canadian and European business units and the Company's North American fleet automotive portfolio. Non-portfolio revenue The following table summarizes the components of non-portfolio revenue which includes revenue from securitizations and loan sales, equipment sales, and other net revenue. In addition, equipment sales margin (equipment sales less cost of equipment sales) and the equipment sales margin percentage (equipment sales margin divided by equipment sales) are presented. For the six months ended June 30, 1998 1997 ----------------------------- (dollars in millions) Revenue from securitizations and loan sales $ 40.7 $ 34.4 ----------------------------- Equipment sales 22.2 20.7 Cost of equipment sales (20.4) (18.6) ----------------------------- Equipment sales margin $1.9 $2.1 ----------------------------- Equipment sales margin percentage 8.4% 10.1% ----------------------------- ---------------------------- Other revenue, net $134.5 $115.2 ----------------------------- ----------------------------- Total non-portfolio revenue $197.4 $170.3 ----------------------------- 15 Revenue from securitizations and loan sales Revenue from securitizations and loan sales, including SBA loans, increased $6.3 million. Securitization revenue increased $5.5 million, or 23.1%, and was primarily due to an increased spread between the average yield and the discount rate and $175.3 million, or 28.3%, more in assets sold compared to prior year. Loan sales revenue increased $0.8 million. Other revenue increased $19.3 million due to interest income of $24.6 million from certain subsidiaries of Newcourt. This interest is the result of debt placement done by the Company on behalf of certain subsidiaries of Newcourt. There is an offsetting increase in interest expense for this amount. Expenses Interest expense For the six months ended June 30, 1998 1997 ---------------------- (dollars in millions) Interest expense $ 239.1 $ 214.2 Average borrowings outstanding $7,552.9 $6,721.7 Average cost of debt 6.33% 6.37% Interest expense increased $24.9 million, or 11.6%. As discussed in the net interest margin section above, a $26.5 million increase in interest expense resulted from carrying a higher level of debt and a slightly lower average cost of debt partially offset this increase by $1.5 million. The increase in the average borrowings outstanding was largely due to borrowings made by the Company on behalf of certain subsidiaries of Newcourt. Operating and Administrative (O&A) Expenses For the six months June 30, 1998 1997 ----------------------- (dollars in millions) O&A expenses $ 253.5 $267.0 Total period-end owned and managed assets $13,980.7 12,970.8 O&A/period-end total owned and managed assets(a) 3.63% 4.12% ------------------------ (a) Ratio annualizes O&A for the six months ended June 30, 1998 and 1997, respectively. The $13.5 million, or 5.1% decrease in O&A was largely due to an $8.6 million decrease in professional fees resulting from halting various data systems projects due to common platform initiatives established by Newcourt. In addition, a reduction in headcount and other related expenses contributed $5.0 million. The improvement in the O&A ratio resulted from 16 the decreased O&A expenses and a $1,009.9 million, or 7.8%, increase in owned and managed assets. Effective August 1, 1998 the Company will no longer be managing approximately $1.5 billion of assets on behalf of AT&T Corp. The Company's future ratio of O&A to Owned and Managed assets will also be negatively impacted. Excluding these assets at June 30, 1998, the Company's ratio would have been 4.06% versus 3.63%. Provision for income taxes For the six months ended June 30, 1998 1997 ---------------------- (dollars in millions) Provision for income taxes $23.9 $14.7 Effective income tax rate 51.3% 39.3% ---------------------- The increase in the 1998 effective rate resulted from the $6.0 million write-off of deferred tax assets which are related to the European operations that were sold to Newcourt and are not expected to be realized. Item 3. Quantitative and Qualitative disclosures about Market Risk. Omitted in accordance with General Instruction H. 17 FORM 10-Q AT&T CAPITAL CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: Exhibit Number 12. Computation of Ratio of Earnings to Fixed Charges 27. Financial Data Schedule (b) Current reports on Form 8-K: None 18 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 DANIEL A. JAUERNIG August 12, 1998 Daniel A. Jauernig Group President and Chief Financial Officer 19 FORM 10-Q EXHIBIT INDEX EXHIBITS Exhibit Description Number 12. Computation of Ratio of Earnings to Fixed Charges 27. Financial Data Schedule 20