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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 June 30, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-80775-01
Case Credit Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
76-0394710
(I.R.S. Employer Identification No.)
233 Lake Ave., Racine, WI 53403
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (262) 636-6011
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Common Stock, par value $5.00 per share: 200 shares outstanding as of
August 13, 2001, all of which are owned by CNH Capital Corporation.
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TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements
Consolidated Statements of Income........................................ 3
Consolidated Balance Sheets.............................................. 4
Consolidated Statements of Cash Flows.................................... 5
Consolidated Statements of Changes in Stockholder's Equity............... 6
Notes to Financial Statements............................................ 7
Item 2. Management's Analysis of Results of Operations..................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 15
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................................... 16
- --------
*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 SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(in millions)
(Unaudited)
Three Months Three Months Six Months Six Months
Ended June 30, Ended June 30, Ended June 30, Ended June 30,
2001 2000 2001 2000
-------------- -------------- -------------- --------------
Revenues:
Finance income earned
on retail and other
notes and finance
leases............... $ 45 $ 47 $ 96 $ 94
Interest income from
Case Corporation..... 10 9 20 16
Net gain on retail and
wholesale notes sold. 40 9 46 16
Securitization and
servicing fee income. 10 12 22 24
Lease income on
operating leases..... 27 26 54 55
Other income.......... 4 5 8 7
---- ---- ---- ----
Total revenues...... 136 108 246 212
Interest expenses:
External.............. 32 55 63 108
On payables to
affiliates........... 21 2 42 3
---- ---- ---- ----
Total interest
expense............ 53 57 105 111
Operating expenses:
Fees charged by Case
Corporation.......... 5 7 17 14
Administrative and
operating expenses... 8 5 13 11
Provision for credit
losses............... 47 21 80 35
Goodwill amortization. 1 1 3 3
Depreciation of
equipment on
operating leases..... 16 15 33 34
Other................. 3 (1) 4 (1)
---- ---- ---- ----
Total operating
expenses........... 80 48 150 96
---- ---- ---- ----
Total expenses...... 133 105 255 207
---- ---- ---- ----
Income (loss) before
taxes.................. 3 3 (9) 5
Income tax provision
(benefit).............. 1 1 (3) 2
---- ---- ---- ----
Net income (loss)....... $ 2 $ 2 $ (6) $ 3
==== ==== ==== ====
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Income.
3
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
(in millions, except share data)
(Unaudited)
June 30, December 31,
ASSETS 2001 2000
------ -------- ------------
Cash and cash equivalents................................ $ 133 $ 38
Retail and other notes and finance leases................ 2,384 2,263
Wholesale notes and accounts............................. 573 273
Due from trusts.......................................... 303 280
------ ------
Total receivables.................................... 3,260 2,816
Allowance for credit losses.............................. (117) (84)
------ ------
Total receivables--net............................... 3,143 2,732
Affiliated accounts receivables.......................... 91 18
Affiliated notes receivables............................. 58 --
Asset-backed certificates................................ 193 204
Equipment on operating leases, at cost................... 665 637
Accumulated depreciation................................. (103) (82)
------ ------
Net equipment on operating leases.................... 562 555
Property and equipment, at cost.......................... 12 12
Accumulated depreciation................................. (3) (2)
------ ------
Net property and equipment........................... 9 10
Goodwill, net of accumulated amortization................ 117 121
Other assets............................................. 98 196
------ ------
Total................................................ $4,404 $3,874
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Short-term debt.......................................... $1,186 $1,299
Accounts payable and other accrued liabilities........... 234 216
Affiliated debt.......................................... 2,006 1,170
Deposits withheld from dealers........................... 11 9
Long-term debt........................................... 335 527
------ ------
Total liabilities.................................... 3,772 3,221
------ ------
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding................................ -- --
Paid-in capital........................................ 674 674
Accumulated other comprehensive loss................... (31) (16)
Retained deficit....................................... (11) (5)
------ ------
Total stockholder's equity........................... 632 653
------ ------
Total................................................ $4,404 $3,874
====== ======
The accompanying notes to financial statements are an integral part of these
Consolidated Balance Sheets.
4
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(in millions)
(Unaudited)
Six Months Ended Six Months Ended
June 30, 2001 June 30, 2000
---------------- ----------------
Operating activities:
Net (loss) income.......................................................................... $ (6) $ 3
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Purchase accounting amortization......................................................... 9 10
Depreciation and amortization............................................................ 40 39
Provision for credit losses.............................................................. 80 35
Net gain on retail and wholesale notes sold.............................................. (46) (16)
Investments in joint ventures............................................................ (1) (1)
Changes in components of working capital:
Decrease in other assets............................................................... 29 --
(Decrease) increase in accounts payable and other accrued liabilities.................. (3) 233
Other, net............................................................................. (9) (10)
------ ------
Net cash provided by operating activities............................................ 93 293
------ ------
Investing activities:
Cost of retail receivables acquired........................................................ (1,720) (2,086)
Cost of wholesale receivables acquired..................................................... (1,571) --
Proceeds from sales of retail receivables.................................................. 743 618
Proceeds from sales of wholesale receivables............................................... 777 --
Collections of retail receivables.......................................................... 690 1,149
Collections of wholesale receivables....................................................... 499 --
Purchase of equipment on operating leases (net of disposals)............................... (37) (58)
Decrease (increase) in investments and other assets........................................ 94 (13)
Expenditures for property and equipment.................................................... -- (1)
------ ------
Net cash (used) by investing activities.............................................. (525) (391)
------ ------
Financing activities:
Proceeds from issuance of affiliate debt (net of repayment)................................ 836 --
Proceeds from issuance of long-term debt................................................... -- 43
Payment of long-term debt.................................................................. (539) (290)
Increase in borrowings under revolving credit facilities................................... 230 319
------ ------
Net cash provided by financing activities............................................ 527 72
------ ------
Increase (decrease) in cash and cash equivalents............................................. 95 (26)
Cash and cash equivalents, beginning of period............................................... 38 67
------ ------
Cash and cash equivalents, end of period..................................................... $ 133 $ 41
====== ======
Cash paid during the period for interest..................................................... $ 109 $ 118
====== ======
Cash (received) during the period for taxes.................................................. $ -- $ (25)
- --------------------------------------------------
====== ======
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Cash Flows.
5
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(in millions)
(Unaudited)
Accumulated
Other Retained
Common Paid-in Comprehensive Earnings Comprehensive
Stock Capital Income/(Loss) (Deficit) Total (Loss)
------ ------- ------------- --------- ----- -------------
Balance, December 31, 1999...................................... $-- $674 $ 4 $ 3 $681
Comprehensive loss:
Net loss...................................................... -- -- -- (8) (8) $ (8)
Translation adjustment........................................ -- -- (20) -- (20) (20)
----
Total .................................................... $(28)
---- ---- ---- ---- ---- ====
Balance, December 31, 2000...................................... $-- $674 $(16) $ (5) $653
---- ---- ---- ---- ----
Comprehensive loss:
Net loss...................................................... -- -- -- (6) (6) $ (6)
Translation adjustment........................................ -- -- (10) -- (10) (10)
Unrealized loss on effective hedges:
Cumulative effect of change in accounting principle......... -- -- (5) -- (5) (5)
Reclassification of deferred loss to earnings............... -- -- 1 -- 1 1
Unrealized loss for the period.............................. -- -- (1) -- (1) (1)
---- ---- ---- ---- ---- ----
Balance of unrealized loss on effective hedges.............. -- -- (5) -- (5) (5)
---- ---- ---- ---- ---- ----
Total .................................................... $(21)
====
Balance, June 30, 2001.......................................... $-- $674 $(31) $(11) $632
- --------------------------------------------------
==== ==== ==== ==== ====
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Changes in Stockholder's Equity.
6
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1)--Basis of Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in
consolidation.
Case Credit is a subsidiary of CNH Capital Corporation ("CNH Capital"),
formerly Case Capital. CNH Capital, a wholly owned subsidiary of Case
Corporation ("Case"), provides broad-based financial services for the global
marketplace. Case is a wholly owned subsidiary of CNH Global N.V. ("CNH"). As
of June 30, 2001, approximately 84.6% of CNH's outstanding common shares are
owned by Fiat Netherlands Holding N.V., a wholly owned subsidiary of Fiat
S.p.A. ("Fiat").
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments which are of a normal
recurring nature necessary to present fairly the financial position as of June
30, 2001, and the results of operations, changes in stockholder's equity and
cash flows for the periods indicated. We suggest that you read these interim
financial statements in conjunction with the financial statements and the
notes thereto included in the Company's 2000 Annual Report on Form 10-K for
the year ended December 31, 2000. Interim financial results are not
necessarily indicative of operating results for an entire year.
Certain reclassifications have been made to conform previously issued
financial statements to the current 2001 presentation.
(2)--Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133 "Accounting for
Derivative Instruments and Hedging Activities," which has been amended by SFAS
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral
of the Effective Date of SFAS 133, an amendment of SFAS 133" and SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an amendment of SFAS 133." SFAS 133 is effective for fiscal years beginning
after June 15, 2000 and is applied to: (a) derivative instruments; and (b)
certain derivative instruments embedded in hybrid contracts that were issued,
acquired or substantively modified after December 31, 1998. SFAS 133 requires
that every derivative instrument be recorded on the balance sheet as an asset
or liability measured at its fair value and that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge
accounting criteria are met.
The Company adopted SFAS 133 on January 1, 2001. SFAS 133 requires that as
of the date of initial adoption, the difference between the fair market value
of derivative instruments recorded on the balance sheet and the previous
carrying amount of those derivatives be reported in net income or other
comprehensive income, as appropriate, as the cumulative effect of a change in
accounting principle in accordance with Accounting Principles Board Opinion
20, "Accounting Changes." To the extent that these amounts are recorded in
other comprehensive income, they will be reflected in earnings in the period
in which the hedged transaction occurs. Adoption of this accounting standard
resulted in cumulative net of tax reductions in other comprehensive income of
approximately $5 million as of January 1, 2001 and had no material impact on
net income. The adoption also resulted in an increase to assets and
liabilities recorded on the balance sheet of approximately $4 million and $9
million, respectively.
Case Credit utilizes derivative instruments to mitigate its exposure to
interest rate risk. The Company does not issue such instruments for trading
purposes. These instruments include interest rate swaps and back-to-back
interest rate caps. Interest rate swaps that have been designated in cash flow
hedging relationships are being used by the Company to mitigate the risk of
rising interest rates related to the anticipated issuance of short-term
7
LIBOR based debt in future periods. Gains and losses on these instruments, to
the extent that the hedge relationship has been effective, are deferred in
other comprehensive income and recognized in interest expense over the period
in which the Company recognizes interest expense on the related debt.
Ineffectiveness recognized related to these hedge relationships was not
significant for the six months ended June 30, 2001 and is recorded in other
operating expense on the Consolidated Statements of Income. The maximum length
of time over which the Company is hedging its interest rate exposure through
the use of derivative instruments designated in cash flow hedge relationships
is 48 months, and the Company expects approximately $2 million net of tax
losses deferred in other comprehensive income to be recognized in earnings
over the 12 months ended June 30, 2002.
Interest rate swaps that have been designated in fair value hedge
relationships are being used by the Company to mitigate the risk of reductions
in the fair value of existing fixed rate medium-term notes due to decreases in
LIBOR based interest rates. Gains and losses on these instruments are
reflected in interest expense in the period in which they occur and an
offsetting gain or loss is also reflected in interest expense based on changes
in the fair value of the debt instrument being hedged due to changes in LIBOR
based interest rates. There was no ineffectiveness as a result of fair value
hedge relationships in the six months ended June 30, 2001.
Case Credit also utilizes both back-to-back interest rate swaps and back-
to-back interest rate caps that are not designated in hedge relationships.
These instruments are used to mitigate interest rate risk related to the
Company's asset-backed commercial paper facility and various limited purpose
business trusts associated with the Company's retail note asset-backed
securitization programs in North America. These facilities and trusts require
Case Credit to enter into interest rate swaps and caps. To ensure that these
transactions do not result in the Company being exposed to this risk, Case
Credit enters into an offsetting interest rate swap or cap with substantially
similar terms. Net gains and losses on these instruments were insignificant
for the six months ended June 30, 2001 and are included in other operating
expense on the Consolidated Statements of Income.
In September 2000, FASB issued SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--A
Replacement of FASB Statement 125". SFAS 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000.
The Company adopted the disclosure provisions related to the securitization of
financial assets on December 31, 2000. All transactions entered into after
March 31, 2001 are accounted for in accordance with this standard. This
adoption did not have a material impact on the Company.
In June 2001, FASB issued SFAS 141, "Business Combinations". SFAS 141 is
effective for all business combinations initiated subsequent to June 30, 2001
and for all business combinations accounted for under the purchase method for
which the acquisition date is July 31, 2001 or thereafter. SFAS 141 requires
all business combinations to be accounted for using the purchase method and
requires that intangible assets be identified separately from goodwill in the
allocation of the purchase price in a business combination if they constitute
either a legal or contractual right or if they are separable from other assets
acquired. Consequently, this statement will only impact future business
combinations the Company initiates.
In June 2001, FASB issued SFAS 142, "Goodwill and Other Intangible Assets".
SFAS 142 requires that, effective January 1, 2002, existing goodwill and
intangible assets with indefinite lives are no longer subject to amortization
over their estimated useful life, but rather are subject to at least an annual
assessment for impairment by applying a fair value based test. The impairment
test for intangible assets with indefinite lives must be performed, and its
results recorded, in the first quarter of 2002. As part of the impairment test
for goodwill, the Company will compare the estimated fair value of each
reporting unit with acquired goodwill to the carrying amount of the reporting
units' assets and liabilities, including goodwill. If the fair value exceeds
its carrying amount, no goodwill impairment charge is taken. If the fair value
is less than the carrying amount, the second step of the test must be
performed in which the fair value is allocated to the reporting units' assets
and liabilities other than goodwill. If this allocation results in excess fair
value, this value is compared to recorded goodwill and an impairment loss is
recorded as a change in accounting principle. The first step of this test must
8
be completed by June 30, 2002 and the second step must be completed and any
resulting impairment loss recorded by December 31, 2002. After the initial
adoption, annual impairment losses will be reported as operating expenses. The
Company is currently assessing the potential impact of applying the impairment
tests in this statement to its existing goodwill, and expects that, prior to
the application of such tests, adoption of the statement will reduce goodwill
amortization expense by $7 million annually.
(3)--Asset-Backed Securitizations
During the first six months of 2001, a limited-purpose business trust
organized by CNH Capital issued $880 million of asset-backed securities to
outside investors. As of June 30, 2001, Case Credit had sold $72 million of
retail notes to a trust in connection with a prefunded 2000 securitization and
$713 million of retail notes to a trust in connection with the 2001
securitization. Of the $785 million of retail receivables sold to the trusts,
Case Credit originated $498 million and the remaining $287 million were
purchased from New Holland Credit Company LLC ("New Holland Credit Company"),
a wholly owned subsidiary of CNH, at fair value. During the first six months
of 2000, limited-purpose business trusts organized by Case Credit issued
$1,127 million of asset-backed securities to outside investors. As of June 30,
2000, CNH Capital had sold $1,150 million of retail notes to the trusts in
connection with these issuances. Of the $1,150 million of retail receivables
sold to the trusts, Case Credit originated $641 million and the remaining $509
million were purchased from New Holland Credit Company, at fair value. The
proceeds from the sale of retail notes during the first six months of 2001 and
2000 were used to repay outstanding debt and to finance the purchase of
additional receivables.
(4)--Short-Term Debt
As of June 30, 2001, Case Credit Ltd. sold wholesale accounts receivable
with recourse and received proceeds of $16 million, which are reflected as
short-term debt for financial statement purposes. These borrowings bear
interest equal to 5.08%, and will mature in the third quarter of 2001.
As of June 30, 2001, Case Credit sold wholesale accounts receivable with
recourse and received proceeds of $80 million, which are reflected as short-
term debt for financial statement purposes. These borrowings bear interest
equal to 4.18%, and will mature in the third quarter of 2001.
On June 8, 2001, Case Credit Australia Pty. Ltd. negotiated a 1-year $202
million Australian Asset-Backed Retail Conduit Transaction ($398 million in
Australian dollars), which is renewable on an annual basis. $231 million of
retail notes receivable were sold with recourse and $202 million of proceeds
were received, which are reflected as short-term debt for financial statement
purposes. As of June 30, 2001, $189 million remained outstanding. The
borrowings bear interest equal to 5.38%, and will mature in June 2008.
(5)--Long-Term Debt
During the first six months of 2001, Case Credit retired $539 million of
long-term debt in accordance with scheduled maturities.
(6)--Income Taxes
Case Credit's effective income tax benefit rate of 31% for the first six
months of 2001 was lower than the U.S. statutory tax rate of 35%, primarily
due to non-deductible expenses such as goodwill and capital taxes offset by
foreign income taxed at different rates and state income taxes. Case Credit's
effective income tax rate of 38% for the first six 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.
9
(7)--Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive loss of $31 million as of June 30, 2001,
consists of currency translation adjustments and unrealized loss on effective
hedges. Further information concerning accumulated other comprehensive income
(loss) is included in "Accounting Pronouncements". Accumulated other
comprehensive loss of $16 million as of December 31, 2000, consists solely of
currency translation adjustments.
(8)--Case Wholesale Receivables Inc.
During the second quarter of 2000, Case Credit purchased (at net book
value) Case Wholesale Receivables Inc. ("CWRI") from Case. CWRI has a
fractional interest in certain wholesale receivables that were sold (with
limited recourse), on a revolving basis pursuant to a privately structured
facility. This facility consisted of a 364-day, $475 million facility that is
renewable annually at the sole discretion of the purchasers. This facility was
renewed for four months on June 28, 2001 for $405 million.
(9)--Related Party Transactions
As of June 30, 2001, New Holland Credit Company has various loans totaling
$553 million to Case Credit. These loans bear interest based on one-month
LIBOR (4.20%--4.40% as of June 30, 2001), and mature in the third quarter of
2001. During the first six months of 2001, Case Credit purchased $534 million
of receivables from New Holland Credit Company at fair market value.
As of June 30, 2001, Case Canada Corporation has various loans totaling
$193 million to Case Credit Ltd. These loans bear interest based on the one-
month LIBOR (4.76% as of June 30, 2001), and mature in the third quarter of
2001.
As of June 30, 2001, CNH has various loans totaling $964 million to Case
Credit. These loans bear interest based on one-month LIBOR (4.35%--5.34% as of
June 30, 2001), and mature in the third and fourth quarters of 2001.
As of June 30, 2001, Fiat has various loans totaling $205 million to Case
Credit Ltd. These loans bear interest based on three-month Banker's Acceptance
(4.83%--4.90% as of June 30, 2001), and mature in the third quarter of 2001.
As of June 30, 2001, Fiat has various loans totaling $47 million to Case
Credit. These loans bear interest based on one-month LIBOR (4.80% as of June
30, 2001), and mature in the third quarter of 2001.
As of June 30, 2001, Fiat has various loans totaling $31 million to Case
Credit Australia Pty. Ltd. These loans bear interest based on Japanese LIBOR
(.42% as of June 30, 2001), and mature in the third quarter of 2001.
As of June 30, 2001, Case Canada Investments Ltd. has various loans
totaling $13 million to Case Credit Ltd. These loans bear interest based on
Prime + .75% (7.44% as of June 30, 2001), and mature in the third quarter of
2001.
As of June 30, 2001, $43 million of accounts payable and other accrued
liabilities are payable to related parties.
10
Item 2. Management's Analysis of Results of Operations.
Three Months Ended June 30, 2001 vs. Three Months Ended June 30, 2000
Net Income
Case Credit recorded net income of $2 million for the second quarters of
2001 and 2000. Income is flat quarter over quarter due to an increase in the
provision for credit losses, offset by the net gain from the sale of retail
notes.
Revenues
Case Credit reported total revenues of $136 million for the second quarter
of 2001, an increase of $28 million from the prior period primarily due to the
net gain from the sale of retail notes.
Expenses
Interest expense for the second quarter of 2001 was $53 million,
representing a decrease of $4 million from the $57 million reported in the
second quarter of 2000. The decrease in interest expense primarily resulted
from lower interest rates.
Operating expenses increased $32 million to a total of $80 million in the
second quarter of 2001 as compared to the $48 million in second quarter of
2000. This increase primarily resulted from a $26 million increase in Case
Credit's provision for credit losses as a result of sustained weakness in the
farm economy, and the impact of prior years' portfolio diversification efforts
into markets that have higher estimated losses than Case's Credit's core
agricultural and construction equipment businesses. The Company has
dramatically reduced it's portfolio diversification efforts into these non-
core markets.
Originations/Securitizations
Net receivables originated in the second quarter of 2001 decreased 22% to a
total of $551 million versus the same period in 2000 primarily due to a lower
volume of equipment sales by Case, and a reduction in loan origination
activity in the non-core markets.
During the second quarter of 2001, a limited-purpose business trust
organized by CNH Capital issued $880 million of asset-backed securities to
outside investors. During the second quarter, Case Credit had sold $713
million of retail notes to the trust in connection with a prefunded 2001
securitization. Of the $713 million of retail receivables sold to the trust,
Case Credit originated $444 million, and the remaining $269 million were
purchased from New Holland Credit Company, a wholly owned subsidiary of CNH,
at fair value. There was no new issuance of asset-backed securities to outside
investors during the second quarter of 2000. During the second quarter of
2000, CNH Capital had sold $428 million of retail notes to the trust in
connection with securitizations occurring during the first quarter. Of the
$428 million of retail receivables sold to the trust, Case Credit originated
$278 million and New Holland Credit, a wholly owned subsidiary of CNH,
originated $150 million. The proceeds from the sale of retail notes during the
second three months of 2001 and 2000 were used to repay outstanding debt and
to finance additional receivables.
Six Months Ended June 30, 2001 vs. Six Months Ended June 30, 2000
Net Income
Case Credit recorded a net loss of $6 million for the first six months of
2001, as compared to net income of $3 million in the prior period. The $9
million decrease in net income is attributable to a year-over-year increase in
the provision for credit losses, partially offset by the net gain from the
sale of retail notes as compared to the prior year.
11
Revenues
Case Credit reported total revenues of $246 million for the first six
months of 2001, an increase of $34 million from the prior period primarily due
to the net gain from the sale of retail notes, and higher interest income from
Case.
Expenses
Interest expense for the first six months of 2001 was $105 million,
representing a decrease of $6 million from the $111 million reported in the
first six months of 2000. The decrease in interest expense primarily resulted
from lower interest rates.
Operating expenses increased $54 million to a total of $150 million in the
first six months of 2001 as compared to $96 million in the first six months of
2000. This increase primarily resulted from a $45 million increase in Case
Credit's provision for credit losses as a result of sustained weakness in the
farm economy, and the impact of prior years' portfolio diversification efforts
into markets that have higher estimated losses than Case Credit's core
agricultural and construction equipment businesses. The Company has
dramatically reduced it's portfolio diversification efforts into these non-
core markets.
Originations/Securitizations/Serviced Portfolio
During the first six months of 2001, Case Credit's serviced portfolio of
receivables decreased 15% over the same period last year to $6.9 billion. Net
receivables originated in the first six months of 2001 decreased 26% to a
total of $1,029 million versus the same period in 2000, primarily due to a
lower volume of equipment sales by Case, and a reduction in loan origination
activity in the non-core markets.
During the first six months of 2001, a limited-purpose business trust
organized by CNH Capital issued $880 million of asset-backed securities to
outside investors. As of June 30, 2001, Case Credit had sold $72 million of
retail notes to a trust in connection with a prefunded 2000 securitization and
$713 million of retail notes to a trust in connection with the 2001
securitization. Of the $785 million of retail receivables sold to the trusts,
Case Credit originated $498 million and the remaining $287 million were
purchased from New Holland Credit Company at fair value. During the first six
months of 2000, limited-purpose business trusts organized by CNH Capital
issued $1,127 million of asset-backed securities to outside investors. As of
June 30, 2000, CNH Capital had sold $1,150 million of retail notes to the
trusts in connection with these issuances. Of the $1,150 million of retail
receivables sold to the trusts, Case Credit originated $641 million and New
Holland Credit Company, a wholly owned subsidiary of CNH, originated $509
million. The proceeds from the sale of retail notes during the first six
months of 2001 and 2000 were used to repay outstanding debt and to finance
additional receivables.
Liquidity and Capital Resources
The discussion of liquidity and sources of capital focuses on the balance
sheets and statements of cash flows. Liquidity in the structured ABS market
and funding from affiliates, including Fiat, are critical sources of capital
to meet the Company's plan to finance the acquisition of additional
receivables.
Net cash provided by operating activities decreased $200 million to a total
of $93 million in the first six months of 2001 as compared to the first six
months of 2000 primarily due to an increase in the 2000 accounts payable and
other accrued liabilities.
Net cash used by investing activities was $525 million and $391 million for
the first six months of 2001 and 2000, respectively. Increased wholesale
acquisitions of $1,571 million, offset by the decrease in cost of retail
receivables acquired of $366 million and the increase in proceeds from sales
of receivables of $902 million caused the net decrease between years.
Net cash provided by financing activities was $527 million for the first
six months of 2001, primarily due to the issuances of $836 million of
affiliated debt and $230 million of revolving credit facilities, partially
offset by
12
the repayment of $539 million of long-term debt. Net cash provided by financing
activities was $72 million for the first six months of 2000 as Case Credit
increased borrowing under revolving credit facilities of $319 million, which
was offset by the repayment of $290 million of outstanding debt.
On July 27, 2000, the Company, together with Fiat, CNH, Fiat Finance and
Trade Ltd. S.A., New Holland Credit Company and Case, as co-borrowers, entered
into a $2.0 billion five-year Credit Agreement with Chase Manhattan
International Limited, as Facility Agent and Euro Swing-line Agent, The Chase
Manhattan Bank, as US Swing-line Agent, and ABN Amro Bank N.V., Banca Intesa
S.p.A. and Chase Manhattan plc, as Arrangers, on behalf of additional banks.
This new Credit Agreement replaced the Case Credit $1.2 billion Revolving
Credit and Guarantee Agreement dated August 23, 1996 with Chase Manhattan Bank,
as administrative agent.
On April 3, 2001, Standard & Poor's downgraded the senior debt rating of
Case Credit from BBB- to BB and downgraded its short-term debt rating from A2
to B.
On April 18, 2001, Moody's downgraded the senior debt rating of Case Credit
from Baa3 to Ba2 and downgraded its short-term debt rating from P3 to Not
Prime.
On April 18, 2001, Moody's downgraded the senior debt rating of Fiat S.p.A.
from A3 to Baa2 and confirmed its short-term debt rating at P2.
On June 27, 2001, Standard & Poor's downgraded the short-term debt rating of
Fiat S.p.A. from A2 to A3.
Future Liquidity and Capital Resources
The Company has various lines of committed and uncommitted credit and asset-
backed commercial paper facilities to fund the business plan. The Company also
has the ability to issue commercial paper currently in Australia, as well as
through affiliated companies. The commercial paper program in the US has been
suspended due to year 2000 ratings downgrades. The commercial paper program in
Canada issued by Case Credit Ltd. has been withdrawn. Under the terms of the
Company's commercial paper programs, the principal amount of the commercial
paper outstanding, combined with the amounts outstanding under the applicable
revolving credit facility, cannot exceed the total amount available under the
revolving credit facility. Further information concerning the revolving credit
facility is included in Note 9: Short-Term Debt of the Case Credit Annual
Report on Form 10-K for 2000, as filed with the Securities and Exchange
Commission.
The Company maintains sufficient committed lines of credit and asset-backed
commercial paper facilities to cover its expected funding needs on a short-term
basis. The Company manages its aggregate short-term borrowings so as not to
exceed its availability under its committed lines of credit including those
lines from affiliates. The Company accesses short-term debt markets,
predominantly through asset-backed commercial paper issuances, bank credit
facilities, and loans from affiliates to fund its short-term financing
requirements and to ensure liquidity. As funding needs are determined to be of
a long-term nature, the Company accesses the term ABS markets to refinance
short-term borrowings and replenish its short-term liquidity. The Company's
long-term financing strategy is to maintain continuous access to the United
States and Canadian asset-backed securities, and bank debt markets to
accommodate its liquidity needs. In addition, the Company has entered the
Australian market for asset-backed securitization in 2001. Whenever necessary,
funds provided from operations are supplemented from external borrowing
sources, including financing from Fiat and Fiat affiliates.
Outlook
The pressure from higher interest rates experienced in 2000 decreased with
the slowdown in the economy. CNH Capital made the strategic decision to exit
the commercial truck financing business and curtail other
13
diversified financing activities in 2000, and therefore has decreased its
volume of loan origination activity in its diversified business in the first
half of 2001. The outlook for CNH's agricultural equipment and construction
equipment markets is consistent with statements made by CNH in its Form 6-K
filing on July 24, 2001. The financial services operations are directly
impacted by the performance of CNH. Through the first half of the year, the
agricultural equipment industry in the Americas has continued to perform
better than last year and somewhat better than expected, with the strongest
results in the United States and Brazil. As a result, the company now expects
the industry will be up by as much as 5% in the Americas for the full year. In
Europe, the market has performed as expected and the forecast for the full
year is unchanged: down by 8%. Foot-and-mouth disease in Western Europe
appears to have nearly run its course, but the possible impact of BSE, or
Bovine Spongiform Encephalopathy, remains unclear. In the second quarter,
industry sales of construction equipment were down significantly in North
America while Europe and Asia weakened slightly, and growth in Latin America
slowed somewhat. Although further deterioration is not expected, neither is
any significant recovery anticipated in 2001. Consequently, the company now
expects that the segments of the construction equipment industry served by CNH
will end the year down as much as 10% from 2000 levels, on a global basis. The
success of CNH's overall integration process is evident in the steady growth
of merger related profit improvements ($300 million expected for the full
year) and the consistent improvement in the gross margin as well as the
significant share gains and reductions in dealer and company inventory
reported this quarter. Based on the success of the company's first actions to
improve its supply chain management process, CNH expects to under produce
retail sales levels through the balance of the year, while delivering improved
levels of service to the market with lower inventory levels. As a result, the
company's operating margin for the full year is expected to be in the range of
$350 to $400 million, depending on the extent of the impact of weaker than
expected foreign exchange rates and market conditions for construction
equipment in North America. The year-over-year reduction in net loss is
expected to be $50 to $100 million.
The information included in the "Outlook" section represents forward-
looking statements and involves risk 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 conditions, energy prices, real estate values,
animal diseases, crop pests, harvest yields, government farm programs and
consumer confidence and can fluctuate significantly. Housing starts and other
construction activity are sensitive to interest rates and government spending.
The spread of foot-and-mouth disease and other animal diseases within and
outside of Europe also could adversely affect livestock and feed prices and
overall levels of farmer's confidence. Concerns pertaining to genetically
modified organisms and China's delayed entry into the World Trade Organization
also may affect farm exports. In addition, higher fuel and fertilizer costs
could have a negative impact on farm income. Some of the other significant
factors for the Company include general economic and capital market
conditions, the cyclical nature of its business, foreign currency movements,
hedging practices, the Company and its customers' access to credit, political
uncertainty and civil unrest in various areas of the world, pricing, product
initiatives and other actions taken by competitors, disruptions in production
capacity, excess inventory levels, the effect of changes in laws and
regulations (including government subsidies and international trade
regulations), technological difficulties, changes in environmental laws, 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 is subject to
the outcome of negotiations with numerous third parties, including 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's Annual Report
on Form 20-F for 2000, as filed with the Securities and Exchange Commission:
Key Information; Information on the Company; Operating and Financial Review
and Prospects; Directors, Senior Management and Employees; and Financial
Information. Further information concerning factors that could significantly
impact expected results is also included in the following sections of the Case
Credit Annual Report on Form 10-K for 2000, as filed with the Securities and
Exchange Commission: Item 1 Business and Item 7 Management's Analysis of
Results of Operations.
14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk Management
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7A and Note 12 to the Case Credit
Financial Statements in the Company's 2000 Annual Report on Form 10-K. There
has been no material change in the Company's market risk exposures that affect
the quantitative and qualitative disclosures as presented as of December 31,
2000.
Commodity Price and Foreign Currency Risk Management
Commodity prices impact Case's sales, which may have an impact on Case
Credit's originations. Case Credit is subject to foreign currency risk in
Canada, Australia, and Europe as the investments in these regions are impacted
by currency fluctuations. For information regarding Case Credit's commodity
price and foreign currency risk management, reference is made to Item 7A to
the Case Credit Financial Statements in the Company's 2000 Annual Report on
Form 10-K. There has been no material change in the Company's market risk
exposures that affect the quantitative and qualitative disclosures as
presented as of December 31, 2000.
15
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.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASE CREDIT CORPORATION
/s/ Mario Ferla
By __________________________________
Mario Ferla
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer and Director
and
Authorized Signatory for Case
Credit
Corporation)
Date: August 13, 2001
17
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibit Numbers
------- ------------------------------------------------- ----------
12 Computation of Ratio of Earnings to Fixed Charges
18