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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-80775-01
Case Credit Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
76-0394710
(I.R.S. Employer Identification No.)
233 Lake Ave., Racine, WI 53403
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (262) 636-6011
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Common Stock, par value $5.00 per share: 200 shares outstanding as of
September 30, 2000, all of which are owned by CNH Capital Corporation.
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TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements
Statements of Income..................................................... 3
Balance Sheets........................................................... 4
Statements of Cash Flows................................................. 5
Statements of Changes in Stockholder's Equity............................ 6
Notes to Financial Statements............................................ 7
Item 2. Management's Analysis of Results of Operations..................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 13
PART II
Item 1. Legal Proceedings.................................................. *
Item 2. Changes in Securities.............................................. *
Item 3. Defaults Upon Senior Securities.................................... *
Item 4. Submission of Matters to a Vote of Security Holders................ *
Item 5. Other Information.................................................. *
Item 6. Exhibits and Reports on Form 8-K................................... 15
- --------
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
2
PART I.
Item 1. Financial Statements.
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(in millions)
(Unaudited)
Post- Pre- Post- Pre-
acquisition acquisition acquisition acquisition
basis of basis of basis of basis of
accounting accounting accounting accounting
------------- ------------- ------------- -------------
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
Revenues:
Finance income earned on retail and other notes and finance leases. $ 44 $ 43 $128 $130
Interest income from Case Corporation.............................. 18 11 34 33
Net gain on retail notes sold...................................... 18 21 34 53
Securitization and servicing fee income............................ 11 13 35 37
Lease income on operating leases................................... 28 26 83 74
Other income....................................................... 9 6 26 19
---- ---- ---- ----
Total revenues................................................... 128 120 340 346
Expenses:
Interest expense................................................... 53 49 161 141
On payables to affiliates.......................................... 8 -- 11 --
---- ---- ---- ----
Interest expense................................................. 61 49 172 141
Operating expenses:
Fees charged by Case Corporation................................... 8 10 22 27
Administrative and operating expenses.............................. 6 3 17 12
Provision for credit losses........................................ 18 5 53 14
Goodwill amortization.............................................. 2 -- 5 --
Depreciation of equipment on operating leases...................... 17 18 51 51
Other.............................................................. (1) 1 (2) 2
---- ---- ---- ----
Total operating expenses......................................... 50 37 146 106
---- ---- ---- ----
Total expenses................................................... 111 86 318 247
---- ---- ---- ----
Income before taxes.................................................. 17 34 22 99
Income tax provision................................................. 6 12 8 36
---- ---- ---- ----
Net income........................................................... $ 11 $ 22 $ 14 $ 63
- --------------------------------------------------
==== ==== ==== ====
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(in millions, except share data)
(Unaudited)
Post-acquisition basis
of accounting
--------------------------
September 30, December 31,
ASSETS 2000 1999
------ ------------- ------------
Cash and cash equivalents........................... $ 30 $ 67
Retail and other notes and finance leases........... 2,502 2,461
Wholesale notes and accounts........................ 394 213
Due from trusts..................................... 253 231
------ ------
Total receivables............................... 3,149 2,905
Allowance for credit losses......................... (50) (31)
------ ------
Total receivables--net.......................... 3,099 2,874
Affiliated receivables.............................. 38 58
Equipment on operating leases, at cost.............. 600 529
Accumulated depreciation............................ (57) (12)
------ ------
Net equipment on operating leases............... 543 517
Property and equipment, at cost..................... 7 5
Accumulated depreciation............................ (1) --
------ ------
Net property and equipment...................... 6 5
Goodwill, net....................................... 120 128
Other assets........................................ 364 331
------ ------
Total........................................... $4,200 $3,980
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Short-term debt..................................... $1,986 $ 643
Accounts payable and other accrued liabilities...... 192 201
Affiliated payables................................. 714 14
Deposits withheld from dealers...................... 11 16
Long-term debt...................................... 624 2,424
------ ------
Total liabilities............................... 3,527 3,298
------ ------
Minority interest................................... 1 1
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding........................... -- --
Paid-in capital................................... 674 674
Accumulated other comprehensive income............ (19) 4
Retained earnings................................. 17 3
------ ------
Total stockholder's equity...................... 672 681
------ ------
Total........................................... $4,200 $3,980
====== ======
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(in millions)
(Unaudited)
Post- Pre-
acquisition acquisition
basis of basis of
accounting accounting
------------- -------------
Nine Months Nine Months
Ended Ended
September 30, September 30,
2000 1999
------------- -------------
Operating activities:
Net income....................................................................................... $ 14 $ 63
Adjustments to reconcile net income to net cash provided by operating activities:
Purchase accounting amortization............................................................... 17 --
Depreciation and amortization.................................................................. 59 51
Provision for credit losses.................................................................... 53 14
Net gain on retail notes sold.................................................................. (34) (53)
Changes in components of working capital:
(Increase) in other assets................................................................... (3) (9)
(Decrease) increase in accounts payable and other current liabilities........................ (24) 61
Other, net................................................................................... (23) 7
------- -------
Net cash provided by operating activities.................................................. 59 134
------- -------
Investing activities:
Cost of receivables acquired..................................................................... (2,767) (2,460)
Proceeds from sales of receivables............................................................... 1,859 1,583
Collections of receivables....................................................................... 670 517
Purchase of equipment on operating leases (net of disposals)..................................... (74) (109)
Increase in investments in other assets.......................................................... (16) (112)
Expenditures for property and equipment.......................................................... (3) (1)
------- -------
Net cash (used) by investing activities.................................................... (331) (582)
------- -------
Financing activities:
Proceeds from the issuance of short-term debt.................................................... -- 125
Proceeds from the issuance of intercompany debt.................................................. 2,967 151
Proceeds from the issuance of long-term debt..................................................... 43 493
Payment of intercompany debt..................................................................... (2,267) (151)
Payment of long-term debt........................................................................ (390) --
Net (decrease) in revolving credit facilities.................................................... (118) (167)
------- -------
Net cash provided by financing activities.................................................. 235 451
------- -------
(Decrease) increase in cash and cash equivalents................................................... (37) 3
Cash and cash equivalents, beginning of period..................................................... 67 35
------- -------
Cash and cash equivalents, end of period........................................................... $ 30 $ 38
======= =======
Cash paid during the period for interest........................................................... $ 171 $ 129
======= =======
Cash (received) paid during the period for taxes................................................... $ (24) $ 181
- --------------------------------------------------
======= =======
The accompanying notes to financial statements are an integral part of these
Statements of Cash Flows.
5
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(in millions)
(Unaudited)
Accumulated
Other
Common Paid-in Comprehensive Retained Comprehensive
Stock Capital Income/(Loss) Earnings Total Income/(Loss)
------ ------- ------------- -------- ----- -------------
Pre-acquisition basis of accounting
- -----------------------------------
Balance, December 31, 1998....................................... $-- $ 269 $(24) $ 214 $ 459
Comprehensive income:
Net income..................................................... -- -- -- 58 58 $ 58
Translation adjustment......................................... -- -- 3 -- 3 3
----
Total........................................................ $ 61
---- ----- ---- ----- ----- ====
Balance, November 11, 1999....................................... $-- $ 269 $(21) $ 272 $ 520
Post-acquisition basis of accounting
- ------------------------------------
Balance at November 11, 1999..................................... $-- $ 269 $(21) $ 272 $ 520
Elimination of paid-in capital, cumulative translation
adjustment, and retained earnings............................... -- (269) 21 (272) (520)
Purchase price allocation........................................ -- 674 -- -- 674
Comprehensive income:
Net income..................................................... -- -- -- 3 3 $ 3
Translation adjustment......................................... -- -- 4 -- 4 4
----
Total........................................................ $ 7
---- ----- ---- ----- ----- ====
Balance, December 31, 1999....................................... $-- $ 674 $ 4 $ 3 $ 681
Comprehensive income(loss)
Net income..................................................... -- -- -- 14 14 $ 14
Translation adjustment......................................... -- -- (23) -- (23) (23)
----
Total........................................................ $ (9)
---- ----- ---- ----- ----- ====
Balance, September 30, 2000...................................... $-- $ 674 $(19) $ 17 $ 672
- --------------------------------------------------
==== ===== ==== ===== =====
The accompanying notes to financial statements are an integral part of these
Statements of Changes in Stockholder's Equity.
6
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1)--Basis of Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in
consolidation.
Case Credit Corporation is a subsidiary of CNH Capital Corporation ("CNH
Capital"), formerly Case Capital. CNH Capital, a wholly owned subsidiary of
Case Corporation ("Case"), provides broad-based financial services for the
global marketplace. Case Corporation is a wholly owned subsidiary of CNH
Global N.V. ("CNH"). Through Fiat Netherlands Holding N.V. ("Fiat Netherlands
Holding"), formerly New Holland Holdings N.V., Fiat S.p.A. ("Fiat") owns
approximately 84.4% of CNH's outstanding common shares. As a result, Fiat
controls all matters submitted to a vote of CNH's shareholders, including
approval of annual dividends, election and removal of its directors and
approval of extraordinary business combinations. Further information
concerning the acquisition of Case by Fiat Netherlands Holding is included in
Note 3 of Case Credit Corporation's Annual Report on Form 10-K for 1999, as
filed with the Securities and Exchange Commission. Further information
concerning the acquisition of Case by Fiat Netherlands Holding is also
included in Note 3 of CNH Global N.V.'s Annual Report on Form 20-F for 1999,
as filed with the Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments which are of a normal
recurring nature necessary to present fairly the financial position as of
September 30, 2000, and the results of operations, changes in shareholder's
equity and cash flows for the periods indicated. We suggest that you read
these interim financial statements in conjunction with the financial
statements and the notes thereto included in the Company's 1999 Annual Report
on Form 10-K for the year ended December 31, 1999. Interim financial results
are not necessarily indicative of operating results for an entire year.
Certain reclassifications have been made to conform the prior year's
financial statements to the 2000 presentation.
(2)--Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133, which has been
amended by SFAS 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of SFAS 133, an amendment of SFAS
133" and SFAS 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an amendment of SFAS 133." SFAS 133 requires that every
derivative instrument be recorded on the balance sheet as an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met.
SFAS 133 is effective for fiscal years beginning after June 15, 2000 and
will be applied to: (a) derivative instruments; and (b) certain derivative
instruments embedded in hybrid contracts that were issued, acquired or
substantively modified after December 31, 1998. Case Credit is currently
engaged in the process of identifying all derivative instruments, determining
fair market values of derivatives, designating and documenting hedge
relationships, and evaluating the effectiveness of those hedge relationships.
Although this process is not yet complete, the Company has identified certain
financial contracts that meet the definition of a derivative under SFAS 133.
Derivatives identified to date include interest rate swaps and interest rate
caps that are used to mitigate the Company's exposure to rising interest rates
related to the Company's variable rate funding; including medium-term notes,
intercompany borrowings from New Holland Credit Company, borrowings under the
Company's secured loan facility, and the issuance of asset-backed securities.
7
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Case Credit will adopt SFAS 133 on January 1, 2001. SFAS 133 requires that
as of the date of initial adoption, the difference between the fair market
value of derivative instruments recorded on the balance sheet and the previous
carrying amount of those derivatives be reported in net income or other
comprehensive income, as appropriate, as the cumulative effect of a change in
accounting principle in accordance with Accounting Principles Board No. 20,
"Accounting Changes." To the extent that these amounts are recorded in other
comprehensive income, they will be reversed into earnings in the period in
which the hedged transactions occur. As the inventory of derivatives is not
yet complete, and the fair market values for all derivatives have not been
identified, the Company has not determined the financial impact the cumulative
effect of a change in accounting principle will have on Case Credit's
consolidated balance sheets or statements of income as of January 1, 2001.
(3)--Asset-Backed Securitizations
During the first nine months of 2000, limited-purpose business trusts
organized by CNH Capital issued $2,370 million of asset-backed securities to
outside investors. As of September 30, 2000, Case Credit had sold $1,916
million of retail notes to the trusts in connection with these issuances. Of
the $1,916 million of retail receivables sold to the trust, Case Credit
originated $1,009 million and the remaining $907 million were purchased from
New Holland Credit Company and New Holland (Canada) Credit Company, wholly
owned subsidiaries of CNH, at fair value During the first nine months of 1999,
limited-purpose business trusts organized by Case Credit issued $1,810 million
of asset-backed securities to outside investors. As of September 30, 1999,
Case Credit originated and sold $1,635 million of retail notes to the trusts
in connection with these issuances. The proceeds from the sale of retail notes
during the first nine months of 2000 and 1999 were used to repay outstanding
debt and to finance additional receivables.
(4)--Long-Term Debt
During the first nine months of 2000, Case Credit's Australian subsidiary,
Case Credit Australia Pty. Ltd., had issued A$75 million of its medium-term
notes pursuant to a medium-term note program. These notes have original
maturities that range from twenty-four to thirty-six months and bear interest
based on BBSW (7.12.%--7.19% as of September 30, 2000), for the floating-rate
notes. The net proceeds from this issuance were used to fund Case Credit
Australia Pty. Ltd's growth initiatives and for other corporate purposes.
Additionally, during the third quarter, Case Credit retired $100 million of
medium-term debt.
On October 26, 2000, Moody's downgraded the senior debt rating of Case
Credit Corporation from BBB to BBB- and downgraded its short-term debt rating
from P2 to P3. On September 12, 2000, Standard & Poor's downgraded the senior
debt rating of Case Credit Corporation, from BBB to BBB- and confirmed its
short-term and commercial paper rating at A2. On August 10, 2000, Dominion
Bond Rating Service Limited downgraded the senior debt rating of Case Credit
Ltd. from A (low) to BBB (high) and confirmed its commercial paper rating at
R-1 with certain conditions, including the wind-down of its commercial paper
program. Case Credit Ltd. is a subsidiary of Case Credit Corporation. The
Company does not believe that these downgrades will have a material adverse
impact on its ability to fund its activities.
Due to the availability of financing under the Company's credit facilities
and the Company's intent to refinance short-term debt under these facilities,
the Company classified $120 million, $230 million and $50 million of
borrowings under the commercial paper facilities of Case Credit Corporation,
Case Credit Australia Pty Ltd, and Case Credit Ltd., respectively, as long
term at December 31, 1999. As of September 30, 2000 the Company no longer
intends to refinance under these facilities and no commercial paper borrowings
have been classified as long-term debt.
8
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Concluded)
(5)--Income Taxes
Case Credit's effective income tax rate of 37% for the first nine months of
2000 was higher than the U.S. statutory tax rate of 35%, primarily due to non-
deductible expenses such as goodwill and capital taxes, foreign income taxed
at different rates, and state income taxes. Case Credit's effective income tax
rate of 35% for the first nine months of 1999 was equal to the U.S. statutory
tax rate.
(6)--Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) of $(19) million and $4
million as of September 30, 2000 and December 31, 1999, respectively, consists
solely of currency translation adjustments.
(7)--Related Party Transactions
As of September 30, 2000, New Holland Credit Company has various loans
totaling $512 million to Case Credit. These loans bear interest based on one-
month LIBOR (6.72%--6.81% as of September 30, 2000), and mature in the fourth
quarter of 2000. As part of asset-backed securitizations (see Note 3), Case
Credit purchased $907 million of receivables from New Holland Credit Company
at fair market value.
As of September 30, 2000, Case Canada has various loans equaling $136
million to Case Credit Ltd. These loans bear interest based on one-month LIBOR
(6.28% as of September 30, 2000), and mature in the fourth quarter of 2000.
As of September 30, 2000, Fiat has various loans totaling $52 million to
Case Credit Ltd. These loans bear interest based on one-month LIBOR (6.05%--
6.062% as of September 30, 2000), and mature in the fourth quarter of 2000.
For selected wholesale receivables, the Company is compensated from Case
for the difference between market rates and the amount paid by the dealer. The
amount received for the nine months ended September 30th, 2000 is $13 million
and is included in "Interest income from Case Corporation" in the accompanying
Consolidated Statements of Income.
(8)--Restructuring Reserve
In conjunction with the merger, CNH Capital's management is in the process
of assessing and formulating a plan to integrate the operations of the Case
and New Holland businesses. In October 2000 the Company recorded approximately
$1 million for relocation, lease cancellation, and other costs associated with
identified headcount reductions and closure of two leased facilities. The
offset to this adjustment, net of deferred taxes, is goodwill.
(9)--Subsequent Event
On October 11, CNH announced the departure of two members of its Board of
Directors. An Extraordinary General Meeting of the Shareholders was held on
November 8th, for the purpose of appointing a new director. On November 9th,
2000 CNH announced that Paolo Monferino has been appointed a member of the
Board of Directors and Chief Executive Officer, in addition to his current
position of President. Jean-Pierre Rosso, who had been Chairman and Chief
Executive Officer, continues as Chairman of CNH's Board of Directors and an
executive officer of the company. In addition, Michael Lecomte has been named
Chief Financial Officer and President, Financial Services of CNH, replacing
Ted R. French, who resigned. Mr. Lecomte is also serving as a director and
chairman of CNH Capital and Case Credit. Following the resignation of Andrew
E. Graves as a director and President of CNH Capital and Case Credit, Mr.
Lecomte has assumed the responsibilities of President on an interim basis,
until a replacement for Mr. Graves is named.
9
Item 2. Management's Analysis of Results of Operations.
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
Three Months Ended September 30, 2000 vs. Three Months Ended September 30,
1999
Net Income
Case Credit recorded net income of $11 million for the third quarter of
2000, as compared to net income of $22 million in the prior period. The $11
million decrease in net income is attributable to amortization expense
resulting from purchase accounting adjustments related to the Case-New Holland
merger, increased loan loss provisions, lower margins on receivables and lower
gains on asset-backed securitizations resulting from a rising interest rate
environment and higher loss assumptions.
Revenues
Case Credit reported total revenues of $128 million for the third quarter
of 2000, an increase of $8 million from the prior year primarily due to higher
interest income from Case Corporation.
Expenses
Interest expense for the third quarter of 2000 was $61 million,
representing an increase of $12 million from the $49 million reported in the
third quarter of 1999. The increase in interest expense resulted from
amortization expense caused by purchase accounting adjustments related to the
merger, rising interest rates and higher average debt levels during the third
quarter of 2000 as compared to the third quarter of 1999, primarily due to the
growth in Case Credit's on-balance-sheet receivables and increased equipment
on operating leases, as well as increased affiliated expense relative to the
use of intercompany funding.
Operating expenses increased $13 million to a total of $50 million in the
third quarter of 2000 as compared to the $37 million in third quarter of 1999.
This increase primarily resulted from a $13 million increase in Case Credit's
loss provision as a result of higher average receivables, sustained weakness
in the farm economy, and the impact of portfolio diversification into markets
that have historically had higher loss rates than Case Credit's core
agricultural and construction equipment businesses.
Serviced Portfolio
Net receivables originated in the third quarter of 2000 decreased 34% to a
total of $602 million versus the same period in 1999 primarily due to a lower
volume of equipment sales by Case.
During the third quarter of 2000, limited-purpose business trusts organized
by CNH Capital issued $789 million of asset-backed securities to outside
investors. For the quarter ending September 30, 2000, Case Credit sold $766
million of retail notes to the trusts in connection with these issuances. Of
the $766 million of retail receivables sold to the trust, Case Credit
originated $368 million, and New Holland Credit Company and New Holland
(Canada) Credit Company, wholly owned subsidiaries of CNH, together originated
$398 million. During the third quarter of 1999, limited-purpose business
trusts organized by Case Credit issued $898 million of asset-backed securities
to outside investors. During the third quarter of 1999, Case Credit sold $748
million of retail notes to the trusts in connection with these issuances. The
proceeds from the sale of retail notes during the third quarter of 2000 and
1999 were used to repay outstanding debt and to finance additional
receivables.
10
Nine Months Ended September 30, 2000 vs. Nine Months Ended September 30, 1999
Net Income
Case Credit recorded net income of $14 million for the first nine months of
2000, as compared to net income of $63 million in the prior period. The $49
million decrease in net income is attributable to amortization expense
resulting from purchase accounting adjustments related to the Case-New Holland
merger, increased loan loss provisions, lower margins on receivables and lower
gains on asset-backed securitizations resulting from a rising interest rate
environment and higher loss assumptions. These decreases were partially offset
by an increase in lease income on operating leases, reflecting the growth in
Case Credit's operating lease portfolio.
Revenues
Case Credit reported total revenues of $340 million for the first nine
months of 2000, a decrease of $6 million from the prior year. Net gain on
retail notes sold decreased 36% to $34 million as compared to $53 million for
the first nine months of 1999 due to a rising interest rate environment, a
lower volume of asset-backed securitizations, and an increased loss assumption
partially offset by a recognition of a servicing fee asset. This was partially
offset by an increase in operating lease income of $9 million to a total of
$83 million for the first nine months of 2000, reflecting the growth in Case
Credit's operating lease portfolio.
Expenses
Interest expense for the first nine months of 2000 was $172 million, up $31
million from the $141 million reported in the first nine months of 1999. The
increase in interest expense was due to amortization expense resulting from
purchase accounting adjustments related to the merger, rising interest rates
and higher average debt levels during the first nine months of 2000 as
compared to the first nine months of 1999, primarily due to the growth in Case
Credit's on-balance-sheet receivables and increased equipment on operating
leases, as well as increased affiliated expense relative to the use of
intercompany funding.
Operating expenses increased $40 million to a total of $146 million in the
first nine months of 2000 as compared to $106 million in the first nine months
of 1999. This increase primarily resulted from a $39 million increase in Case
Credit's loss provision as a result of higher average receivables, sustained
weakness in the farm economy, and the impact of portfolio diversification into
markets that have historically had higher loss rates than Case Credit's core
agricultural and construction equipment businesses.
Serviced Portfolio
During the first nine months of 2000, Case Credit's serviced portfolio of
receivables increased 4% over the same period last year to $7.8 billion.
During the first nine months of 2000, Case Credit acquired U.S. wholesale
receivables from Case, consistent with New Holland's business practice. A
related asset-backed securitization program for wholesale receivables was also
transferred during the first nine months. As a result of these actions, Case
Credit's net serviced portfolio of receivables has increased by $669 million
as of September 30, 2000. Net receivables originated in the first nine months
of 2000 decreased 29% to a total of $2,000 million as compared to the same
period in 1999 primarily due a lower volume of equipment sales by Case.
During the first nine months of 2000, limited-purpose business trusts
organized by CNH Capital issued $2,370 million of asset-backed securities to
outside investors. As of September 30, 2000, Case Credit had sold $1,916
million of retail notes to the trusts in connection with these issuances. Of
the $1,916 million of retail receivables sold to the trust, Case Credit
originated $1,009 million, and New Holland Credit Company and New Holland
(Canada) Credit Company, wholly owned subsidiaries of CNH, together originated
$907 million. During the first nine months of 1999, limited-purpose business
trusts organized by Case Credit issued $1,810 million of asset-backed
securities to outside investors. As of September 30, 1999, Case Credit
originated and sold $1,635 million of retail notes to the trusts in connection
with these issuances. The proceeds from the sale of retail notes during the
first nine months of 2000 and 1999 were used to repay outstanding debt and to
finance additional receivables.
11
Liquidity and Capital Resources
The discussion of liquidity and capital resources focuses on the balance
sheets and statements of cash flows.
Net cash provided by operating activities decreased $75 million to a total
of $59 million in the first nine months of 2000 as compared to the first nine
months of 1999. In the current year, the primary driver was the settlement of
affiliated receivables.
Net cash used by investing activities was $331 million and $582 million for
the first nine months of 2000 and 1999, respectively. Increased retail and
wholesale acquisitions of $307 million, offset by the increase in proceeds
from sales of receivables of $276 million, and the increase in the collections
of receivables of $153 million, caused the decrease between years.
Net cash provided by financing activities was $235 million for the first
nine months of 2000, primarily due to the issuance of $2,967 million of
affiliated debt, partially offset by the repayment of $2,267 of affiliated
debt and the repayment of $390 million of long-term debt. Net cash provided by
financing activities was $451 million for the first nine months of 1999 as
Case Credit issued an aggregate of $493 million of short-term notes during
this time period. The net proceeds from the short-term note issuances were
used to fund Case Credit's growth initiatives.
On July 27, 2000, the Company, together with Fiat, CNH, Fiat Finance and
Trade Ltd. S.A., New Holland Credit Company LLC and Case, as co-borrowers,
entered into a $2.0 billion five-year Credit Agreement with Chase Manhattan
International Limited, as Facility Agent and Euro Swing-line Agent, The Chase
Manhattan Bank, as US Swing-line Agent, and ABN Amro Bank N.V., Banca Intesa
S.p.A. and Chase Manhattan plc, as Arrangers, on behalf of additional banks.
This new Credit Agreement replaces the Case Credit Corporation $1.2 billion
Revolving Credit and Guarantee Agreement dated August 23, 1996 with Chase
Manhattan Bank, as administrative agent.
Future Liquidity and Capital Resources
The Company has various lines of credit and liquidity facilities that
include borrowings under both committed credit facilities and uncommitted
lines of credit. The Company also has the ability to issue commercial paper in
the United States, and Australia, as well as through affiliated companies.
Under the terms of the Company's commercial paper programs, the principal
amount of the commercial paper outstanding, combined with the amounts
outstanding under the applicable revolving credit facility, cannot exceed the
total amount available under the revolving credit facility.
The Company maintains sufficient committed lines of credit and liquidity
facilities to cover its expected funding needs on both a short-term and long-
term basis. The Company manages its aggregate short-term borrowings so as not
to exceed its availability under its committed lines of credit. The Company
accesses short-term debt markets, predominantly through commercial paper
issuances and uncommitted credit facilities, to fund its short-term financing
requirements and to ensure liquidity. As funding needs are determined to be of
a longer-term nature, the Company may access medium- and long-term debt
markets, as appropriate and as available, to refinance short-term borrowings
and, thus, replenish its short-term liquidity. The Company's long-term
financing strategy is to maintain continuous access to the United States and
Canadian asset-backed securities, debt and equity capital markets to
accommodate its liquidity needs. Whenever necessary, funds provided from
operations are supplemented from external borrowing sources, including
financing from Fiat and Fiat affiliates.
Outlook
In financial services, the current pressure from higher interest rates is
expected to continue during 2000. Over time, the Company can incorporate rate
changes into its pricing, but these changes are expected to negatively impact
earnings until rates stabilize. The outlook for CNH's agricultural equipment
and construction equipment markets is consistent with statements made by CNH
in its Form 6-K filing on October 26, 2000. The
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financial services operations are directly impacted by the performance of CNH.
The outlook for CNH's agricultural equipment market is heavily impacted by
continued low commodity prices. Projections for the 2000 harvest are slightly
lower than that of 1999 on a global basis, but significantly higher than last
year in North America. As a result, global grain stock levels are not expected
to significantly decrease from last year, placing continued pressure on
commodity prices. In addition, CNH's sales have been impacted by customer and
dealer uncertainty regarding the availability of products that the company
agreed to divest as conditions for regulatory approval of the business merger
of New Holland and Case Corporation. And, in some instances, customer
anticipation of new product models also has delayed purchases. In addition to
these demand factors, market conditions have made it increasingly difficult
for CNH to realize planned pricing increases this year. The impact of these
conditions has been particularly strong in North America. CNH expects these
conditions to continue for the balance of the year. In its other markets
around the world, CNH expects industry sales to be moderately lower than 1999.
In its construction equipment business, CNH expects slightly lower industry
sales in North America, compared to the strong levels of last year, due to the
impact of higher interest rates on construction activity. CNH now expects
overall construction activity in North America to be slightly lower for the
balance of 2000 and into 2001, particularly in the housing sector. In Europe,
the sales outlook remains slightly higher than last year due to stronger
market conditions. In Latin America and other markets around the world, CNH
continues to expect significant sales improvement, compared to relatively low
1999 levels, as a result of more stable economic conditions. The gains in
Europe, Latin America and the rest of the world are now expected to slightly
offset the anticipated decline in North America.
The information included in the "Outlook" section represents forward-
looking statements and involves risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements. The Company's outlook is predominantly based on its interpretation
of what it considers key economic assumptions. Crop production and commodity
prices are strongly affected by weather and can fluctuate significantly.
Housing starts and other construction activity are sensitive to interest rates
and government spending. Some of the other significant factors for the Company
include general economic and capital market conditions, the cyclical nature of
our business, currency exchange rate movements, our hedging practices, the
Company's and its customers' access to credit, political uncertainty and civil
unrest in various areas of the world, pricing, product initiatives and other
actions taken by competitors, disruptions in production capacity, excess
inventory levels, the effect of changes in laws and regulations (including
government subsidies and international trade regulations), the effect of
conversion to the Euro, technological difficulties, changes in environmental
laws, and employee and labor relations. Additionally, CNH's achievement of the
anticipated benefits of the merger of New Holland and Case, including the
realization of expected annual operating synergies, depends upon, among other
things, its ability to integrate effectively the operations and employees of
New Holland and Case, and to execute its multi-branding strategy. The timing
and costs for implementing CNH's merger integration initiatives are subject to
the outcome of negotiations with numerous third parties, including
governmental regulators, purchasers of product lines required to be divested,
labor unions, dealers and others. Further information concerning factors that
could significantly impact expected results is included in the following
sections of CNH Global N.V.'s Annual Report on Form 20-F for 1999, as filed
with the Securities and Exchange Commission: Item 1 Description of Business
and Item 9 Management's Discussion and Analysis of Financial Condition and
Results of Operations. Further information concerning factors that could
significantly impact expected results is also included in the following
sections of the Case Credit Corporation Annual Report on Form 10-K for 1999,
as filed with the Securities and Exchange Commission: Item 1 Business and Item
7 Management's Analysis of Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk Management
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7A and Note 11 to the Case Credit
Financial Statements in the
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Company's 1999 Annual Report on Form 10-K. There has been no material change
in the Company's market risk exposures that affect the quantitative and
qualitative disclosures as presented as of December 31, 1999.
Commodity Price and Foreign Currency Risk Management
Commodity prices impact Case Corporation's sales, which may have an impact
on Case Credit's originations. Case Credit is subject to foreign currency risk
in Canada, Australia, and Europe as the investments in these countries are
impacted by currency fluctuations. For information regarding Case Credit's
commodity price and foreign currency risk management, reference is made to
Item 7A to the Case Credit Financial Statements in the Company's 1999 Annual
Report on Form 10-K. There has been no material change in the Company's market
risk exposures that affect the quantitative and qualitative disclosures as
presented as of December 31, 1999.
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PART II.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
A list of the exhibits included as part of this Form 10-Q is set forth
in the Index to Exhibits that immediately precedes such exhibits, which is
incorporated herein by reference.
(b) Reports on Form 8-K.
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASE CREDIT CORPORATION
By __________________________________
/s/ James S. Broenen
James S. Broenen
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer and
Authorized Signatory for Case
Credit
Corporation)
Date: November 14, 2000
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