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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, 2002
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 July
31, 2002, all of which are owned by CNH Capital Corporation.
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 permitted by General Instruction H of Form 10-Q.
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TABLE OF CONTENTS
Page
- - ----
PART I
Item 1. Financial Statements (Unaudited)
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 Consolidated Financial Statements 7
Item 2. Management's Analysis of Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk *
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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(in millions)
(Unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Revenues:
Finance income earned on retail and other notes...
and finance leases.............................. $29 $ 39 $ 58 $ 82
Interest income from Case Corporation............. 7 10 17 20
Net gain on retail and wholesale notes sold....... 10 40 24 46
Securitization and servicing fee income........... 6 10 13 22
Lease income on operating leases.................. 24 27 49 54
Other income...................................... 7 4 12 8
--- ---- ---- ----
Total revenues................................ 83 130 173 232
Expenses:
Interest expense:
Interest expense to third parties................. 12 26 29 52
Interest expense to affiliates.................... 18 22 35 42
--- ---- ---- ----
Total interest expense........................ 30 48 64 94
Operating expenses:
Fees charged by Case Corporation.................. 7 5 14 16
Administrative and operating expenses............. 8 7 16 12
Provision for credit losses....................... 20 46 41 78
Goodwill amortization............................. -- 1 -- 3
Depreciation of equipment on operating leases..... 19 16 38 33
Other............................................. -- 3 -- 4
--- ---- ---- ----
Total operating expenses...................... 54 78 109 146
--- ---- ---- ----
Total expenses................................ 84 126 173 240
--- ---- ---- ----
(Loss) income from continuing operations before taxes (1) 4 -- (8)
Income tax provision (benefit)....................... -- 1 -- (3)
--- ---- ---- ----
Net (loss) income from continuing operations......... (1) 3 -- (5)
Loss from discontinued operations, net............... -- (1) -- (1)
--- ---- ---- ----
Net (loss) income.................................... $(1) $ 2 $ -- $ (6)
=== ==== ==== ====
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, 2002 AND DECEMBER 31, 2001
(in millions, except share data)
ASSETS
------
June 30, December 31,
2002 2001
----------- ------------
(Unaudited)
Cash and cash equivalents................................................ $ 9 $ 69
Retail and other notes and finance leases................................ 1,584 1,665
Wholesale notes and accounts............................................. 926 924
Due from trusts.......................................................... 219 237
------ ------
Total receivables................................................. 2,729 2,826
Allowance for credit losses.............................................. (154) (148)
------ ------
Total receivables--net............................................ 2,575 2,678
Affiliated accounts and notes receivable................................. 609 173
Asset-backed certificates................................................ 135 204
Equipment on operating leases, at cost................................... 547 569
Accumulated depreciation................................................. (86) (96)
------ ------
Net equipment on operating leases................................. 461 473
Property and equipment, at cost.......................................... 16 15
Accumulated depreciation................................................. (7) (5)
------ ------
Net property and equipment........................................ 9 10
Goodwill, net............................................................ 108 113
Assets held for sale..................................................... 53 89
Other assets............................................................. 153 221
------ ------
Total............................................................. $4,112 $4,030
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Short-term debt.......................................................... $ 493 $ 577
Current maturities of long-term debt..................................... 191 140
Accounts payable and other accrued liabilities........................... 323 361
Affiliated debt.......................................................... 2,575 1,990
Deposits withheld from dealers........................................... 10 10
Long-term debt........................................................... 137 327
------ ------
Total liabilities................................................. 3,729 3,405
------ ------
Minority interest........................................................ 1 --
------ ------
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized, issued and outstanding -- --
Paid-in capital.......................................................... 445 695
Accumulated other comprehensive loss..................................... (33) (40)
Retained deficit......................................................... (30) (30)
------ ------
Total stockholder's equity........................................ 382 625
------ ------
Total............................................................. $4,112 $4,030
====== ======
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, 2002 AND 2001
(in millions)
(Unaudited)
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
---------------- ----------------
Operating activities:
Net loss............................................................. $ -- $ (6)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization..................................... 39 49
Provision for credit losses....................................... 41 80
Deferred income tax expense....................................... 7 11
Net gain on retail and wholesale notes sold....................... (24) (46)
Unremitted equity method earnings from joint ventures............. -- (1)
Changes in components of working capital:
Increase in affiliated receivables............................ (448) (131)
Decrease in other assets...................................... 101 29
Increase (decrease) in accounts payable and other accrued
liabilities................................................. (36) (14)
Other, net.................................................... -- (9)
------- -------
Net cash used by operating activities...................... (320) (38)
------- -------
Investing activities:
Cost of retail and wholesale receivables acquired.................... (3,090) (3,291)
Proceeds from sales of retail and wholesale receivables.............. 1,803 1,520
Collections of retail and wholesale receivables...................... 1,034 1,320
Purchase of equipment on operating leases, net of disposals.......... (26) (37)
Decrease in investments and other assets............................. 54 94
Sale of European joint venture....................................... 15 --
Proceeds from sale of Australian entities, net....................... 67 --
Expenditures for property and equipment.............................. (1) --
------- -------
Net cash used in investing activities...................... (144) (394)
------- -------
Financing activities:
Proceeds from issuance of affiliate debt (net of repayment).......... 413 836
Payment of long-term debt............................................ (140) (539)
Increase in revolving credit facilities.............................. 131 230
------- -------
Net cash provided by financing activities.................. 404 527
------- -------
Increase (decrease) in cash and cash equivalents..................... (60) 95
Cash and cash equivalents, beginning of period....................... 69 38
------- -------
Cash and cash equivalents, end of period............................. $ 9 $ 133
======= =======
Cash paid during the period for interest............................. $ 65 $ 109
======= =======
Cash paid during the period for taxes................................ $ 5 $ --
======= =======
Significant non-cash transactions:
Dividend payment in the form of debt assumption...................... $ 250 $ --
======= =======
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 Income (Loss)
------ ------- ------------- --------- ----- -------------
Balance, January 1, 2001..................... $-- $ 674 $(16) $ (5) $ 653
Capital injection............................ 21 21
Comprehensive loss:
Net loss.................................. -- -- -- (25) (25) $(25)
Translation adjustment.................... -- -- (13) -- (13) (13)
Unrealized loss on effective hedges:
Cumulative effect of change in
accounting principle................ (5) (5) (5)
Reclassification of deferred loss
to earnings......................... 3 3 3
Unrealized loss for the period........ (9) (9) (9)
---- ----- ----
Balance of unrealized loss on
effective hedges.................... (11) (11) (11)
---- ----- ----
Total.............................. $(49)
--- ----- ---- ---- ----- ====
Balance, December 31, 2001................... $-- $ 695 $(40) $(30) $ 625
Dividend..................................... -- (250) -- -- (250)
Comprehensive loss:
Net loss.................................. -- -- -- -- -- $ --
Translation adjustment.................... -- -- 8 -- 8 8
Unrealized gain/loss on effective
hedges:
Reclassification of deferred loss
to earnings......................... -- -- 8 -- 8 8
Unrealized gain for the period........ -- -- (9) -- (9) (9)
--- ----- ---- ---- ----- ----
Balance of unrealized loss on
effective hedges.................... -- -- (1) -- (1) (1)
--- ----- ---- ---- ----- ----
Total.............................. $ 7
--- ----- ---- ---- ----- ====
Balance, June 30, 2002....................... $-- $ 445 $(33) $(30) $ 382
=== ===== ==== ==== =====
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
(in millions)
(1)--Basis of Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries, including Case Credit Ltd.
(Canada) (collectively, "Case Credit" or the "Company"). All significant
intercompany transactions have been eliminated in consolidation.
Case Credit is a wholly owned subsidiary of CNH Capital Corporation ("CNH
Capital"). CNH Capital, a wholly owned subsidiary of Case Corporation ("Case"),
provides broad-based financial services for the global marketplace. Case
Corporation is an indirect 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 86% of CNH's
outstanding common shares as of June 30, 2002.
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments consisting only of normal
recurring adjustments, which are necessary to present fairly the financial
position as of June 30, 2002, and the results of operations, changes in
stockholder's equity and cash flows for the periods indicated. These interim
financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's 2001 Annual Report
on Form 10-K for the year ended December 31, 2001. 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 2002 presentation.
(2)--Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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.
During the quarter ended June 30, 2002, the Company had a third party appraise
the fair value of the Company's reportable units, including goodwill. The
Company has defined its reportable units to coincide with its operating
segments, which are organized on a geographical basis. The assessment resulted
in no goodwill impairment, as the fair value of each reportable unit exceeded
the carrying amount of such unit's assets and liabilities, including goodwill.
The adoption of SFAS 142 reduced goodwill amortization expense by $3 million
for the six-month period ended June 30, 2002. As discussed in Note 7
"Discontinued Operations," goodwill was reduced by $5 million due to the sale
of the Company's Australian segment. Following is a reconciliation of reported
net income adjusted to exclude amortization expense as if SFAS 142 had been
adopted as of the beginning of each period presented:
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Reported (loss) income $(1) $2 $-- $(6)
Add back: goodwill
amortization........ -- 1 -- 3
--- -- --- ---
Adjusted net income... $(1) $3 $-- $(3)
=== == === ===
In July 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement broadens the rules for
application and disclosure of discontinued operations. The
7
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Company's sale of certain legal entities to CNH, as described in Note 7
"Discontinued Operations," qualifies as a discontinued operation under SFAS
144. As such, the results of operations for these entities have been presented
in a separate caption following "Net (loss) income from continuing operations"
in the accompanying Consolidated Statements of Income for all periods presented.
(3)--Asset-Backed Securitizations ("ABS")
During the first six months of 2002, limited-purpose business trusts
organized by Case Credit issued $1.1 billion of asset-backed securities to
outside investors. These trusts are not consolidated with Case Credit for
reporting purposes. As of June 30, 2002, Case Credit had sold $1.1 billion of
retail notes to the trusts in connection with these securitizations. Of the
$1.1 billion of retail receivables sold to the trusts, Case Credit originated
$717 million and the remaining $417 million were purchased from New Holland
Credit Company, LLC ("New Holland Credit Company"), an indirect wholly owned
subsidiary of CNH. During the first six months of 2001, an indirect
limited-purpose business trust organized by Case Credit 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 the trust in connection with a
prefunded 2000 securitization and $713 million of retail notes to the trust in
connection with the 2001 securitization. Of the $785 million of retail
receivables sold to the trust, Case Credit originated $498 million and the
remaining $287 million were purchased from New Holland Credit Company. The
proceeds from the sale of retail notes during the first six months of 2002 and
2001 were used to repay outstanding debt and to finance the purchase of
additional receivables.
(4)--Wholesale Receivables Securitization
Case Credit funds a significant portion of its United States wholesale
receivables by means of sales, on a revolving basis, pursuant to securitization
programs through a privately structured facility. Effective March 6, 2002, this
facility was amended as a 364-day, $450 million co-purchase facility that is
renewable annually at the sole discretion of the purchasers.
(5)--Short-Term Debt
On May 30, 2002, Case Credit Ltd. entered into a 364-day, $199 million
asset-backed secured loan facility, which is renewable on an annual basis. As
of June 30, 2002, Case Credit Ltd. had sold $191 million of notes with recourse
and had received $173 million of proceeds, which are reflected in short-term
debt. Of the $191 million of notes sold with recourse, $79 million were
purchased from New Holland (Canada) Credit Company, an indirect wholly owned
subsidiary of CNH. The notes and related debt continue to be reflected in the
Company's consolidated balance sheets. This facility provides warehouse funding
capability for fixed-rate and variable-rate retail installment sales contracts
and finance leases originated by both Case Credit Ltd. and New Holland (Canada)
Credit Company. Borrowings under this facility bear interest at a spread to
one-month Banker's Acceptance rates.
8
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
(6)--Segment and Geographical Information
A summary of Case Credit's reportable segment and geographical information
is set forth in the following table. There were no intersegment revenues during
the periods presented. The Australian segment was sold on April 1, 2002 as
discussed in Note 7 "Discontinued Operations."
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Segment (loss) profit:
United States............................. $ -- $ 5 $ 2 $ --
Canada.................................... (1) (2) (2) (5)
Australia................................. -- (1) -- (1)
------ ------ ------ ------
Total.................................. $ (1) $ 2 $ -- $ (6)
====== ====== ====== ======
Segment assets (at the end of the period):
United States............................. $3,528 $3,535 $3,528 $3,535
Canada.................................... 584 526 584 526
Australia................................. -- 343 -- 343
------ ------ ------ ------
Total.................................. $4,112 $4,404 $4,112 $4,404
====== ====== ====== ======
(7)--Discontinued Operations
On April 1, 2002 the Company sold its interest in Case Credit Australia Pty
Ltd., Case Credit Global Investments Ltd. and Case Credit Australia Investments
Pty Ltd. to CNH as part of a global initiative to align all entities within CNH
in accordance with geographical regions. The Company realized no gain or loss
on the sale as the transfer of ownership was between wholly owned CNH entities.
As part of the sale the Company sold assets and liabilities totaling $384
million and $295 million, respectively.
The following data summarizes the results of operations of Case Credit
Australia Pty. Ltd., Case Credit Global Investments Ltd. and Case Credit
Australia Investments Pty. Ltd. reported in discontinued operations for each of
the periods:
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Total revenues........... $-- $ 7 $ 8 $15
Pre-tax net income (loss) $-- $(1) $-- $(1)
(8)--Income Taxes
Case Credit's effective income tax benefit rate of 49% for the six months
ended June 30, 2002 was higher than the U.S. statutory rate of 35% primarily
due to the impact of state and local taxes on the entities that incurred U.S.
losses. Case Credit's effective income tax benefit rate of 31% for the six
months ended June 30, 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.
(9)--Related Party Transactions
On June 25, 2002, Case Credit sold its investment in the unconsolidated
joint venture CNH Capital Europe for $15 million to CNH. The Company recorded
no gain or loss on the sale.
9
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
On June 26, 2002, pursuant to a debt assumption agreement among Case, CNH,
CNH Capital and the Company, Case Credit declared and paid a dividend of $250
million to CNH Capital in the form of debt assumption. CNH Capital then
declared and paid a dividend of $250 million to Case in the form of debt
assumption. Under the debt assumption agreement, various notes payable to CNH
totaling $250 million were transferred first from Case to CNH Capital, and then
from CNH Capital to Case Credit. CNH authorized the transfer of these
liabilities.
As of June 30, 2002, CNH has various loans totaling $1,367 million to Case
Credit. These loans bear interest at rates between 2.49% and 4.75% as of June
30, 2002, and have maturities of $251 million, $416 million and $700 million in
2002, 2003 and 2006, respectively.
As of June 30, 2002, New Holland Credit Company has various loans totaling
$788 million to Case Credit. These loans bear interest at 2.59% as of June 30,
2002, and mature in the third quarter of 2002. As part of asset-backed
securitizations, Case Credit purchased $417 million of receivables from New
Holland Credit Company at fair market value during the first six months of 2002.
As of June 30, 2002, Case Canada Corporation has various loans totaling $199
million to Case Credit Ltd. These loans bear interest at 3.33% as of June 30,
2002, and mature in the third quarter of 2002.
As of June 30, 2002, Fiat has various loans totaling $135 million to Case
Credit. These loans bear interest at rates between 2.92% and 3.04% as of June
30, 2002, and have maturities of $47 million and $88 million in 2003 and 2005,
respectively.
As of June 30, 2002, Fiat has various loans totaling $72 million to Case
Credit Ltd. These loans bear interest at rates between 3.35% and 3.54% as of
June 30, 2002, with maturities of $22 million and $50 million in 2002 and 2006,
respectively.
As of June 30, 2002, CNH has various loans totaling $13 million to Case
Credit Ltd. These loans bear interest at 2.96% as of June 30, 2002, and mature
in the third quarter of 2002.
As of June 30, 2002, New Holland Credit Company has various loans totaling
$1 million to Case Credit Holdings Ltd. These loans bear interest at 2.59% as
of June 30, 2002, and mature in the third quarter of 2002.
As of June 30, 2002, $57 million of accounts payable and other accrued
liabilities are payable to related parties.
Case has agreed to reimburse Case Credit for a portion of the losses
incurred upon the disposal of equipment on operating lease. Such amounts
reimbursed for the three and six month periods ended June 30, 2002 were $5
million and $13 million, respectively.
10
Item 2. Management's Analysis of Results of Operations.
Three Months Ended June 30, 2002 vs. Three Months Ended June 30, 2001
Net Income
Case Credit recorded a net loss of $1 million for the second quarter of
2002, as compared to net income of $2 million in the prior period. Net income
decreased quarter over quarter primarily due to a decrease (on a pre-tax basis)
of $34 million in gains on sales of receivables and other securitization
related income, partially offset by a decrease of $26 million in provision for
credit losses and an increase of $5 million in interest margin.
Revenues
Case Credit reported total revenues of $83 million for the second quarter of
2002, a decrease of $47 million from the prior period. Net gain on retail and
wholesale notes sold decreased $30 million primarily due to a decrease of
approximately $430 million in retail notes sold combined with differences in
the interest rate environments. Finance income earned on retail and other notes
and finance leases and interest income from Case decreased $13 million to $36
million due to a 155 basis point reduction in the average yield, including
manufacturer's subsidies, on the on-book assets combined with a 15% reduction
in the average amount of on-book assets outstanding during the quarter.
Expenses
Interest expense for the second quarter of 2002 was $30 million,
representing a decrease of $18 million from the second quarter of 2001. The
decrease in interest expense resulted from a 232 basis point reduction in the
average borrowing costs combined with an 11% reduction in average borrowings.
Operating expenses decreased $24 million to a total of $54 million in the
second quarter of 2002 as compared to $78 million in the second quarter of
2001. Provision for credit losses decreased $26 million from the prior period
as credit losses inherent in the Company's portfolio have been estimated to
return closer to historic levels as the agricultural economy begins to recover
and the Company's mitigation efforts continue to reduce 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.
Originations and Serviced Portfolio
During the second quarter of 2002, Case Credit's serviced portfolio of
receivables decreased 20% over the same period last year to $5.6 billion. Gross
receivables originated in the second quarter of 2002 decreased 9% to a total of
$501 million versus the same period in 2001. The decreases in the serviced
portfolio and originations were due primarily to the sales of the Australian
entities and the European joint venture.
Six Months Ended June 30, 2002 vs. Six Months Ended June 30, 2001
Net Income
Case Credit recorded net income of $0.3 million for the first six months of
2002, as compared to a net loss of $6 million in the prior period. On a pre-tax
basis, net income increased year over year primarily due to a decrease of $37
million in provision for credit losses offset by a decrease of $31 million in
gains on sales of receivables and other securitization related income.
Revenues
Case Credit reported total revenues of $173 million for the first six months
of 2002, a decrease of $59 million from the prior period. Finance income earned
on retail and other notes and finance leases and interest income from Case
decreased $27 million to $75 million due to a 150 basis point reduction in the
average yield, including manufacturer's subsidies, on the on-book assets
combined with an 10% reduction in the average amount of on-book assets
outstanding during the first six months. Net gain on retail and wholesale notes
sold
11
decreased $22 million primarily due to a decrease in interest rates following
the pricing of the 2002 offerings, which affected the yield on the notes sold
during the pre-funding period. Securitization and servicing income
declined by $9 million due primarily to a reduction in the average amount of
serviced retail receivables and a decline in the outstanding balance of
interest-bearing certificates retained in asset-backed securitizations.
Expenses
Interest expense for the first six months of 2002 was $64 million,
representing a decrease of $30 million from the $94 million reported in the
first six months of 2001. The decrease in interest expense primarily resulted
from a 189 basis point reduction in the average borrowing costs combined with a
7% reduction in average borrowings.
Operating expenses decreased $37 million to a total of $109 million in the
first six months of 2002 as compared to $146 million in first six months of
2001. Provision for credit losses decreased $37 million from the prior period
as credit losses inherent in the Company's portfolio have been estimated to
return closer to historic levels as the agricultural economy begins to recover
and the Company's mitigation efforts continue to reduce 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.
Originations and Serviced Portfolio
During the first six months of 2002, Case Credit's serviced portfolio of
receivables decreased 20% over the same period last year to $5.6 billion. Gross
receivables originated decreased 5% in the first six months of 2002 to a total
of $1.0 billion versus the same period in 2001. The decreases in the serviced
portfolio and originations were primarily due to the sales of the Australian
entities and the European joint venture.
Liquidity and Capital Resources
The discussion of liquidity and sources of capital focuses on the balance
sheets and off-balance sheet financing. Whenever necessary, funds from
operating activities are supplemented from external sources. Liquidity in the
structured ABS market and funding from asset-backed commercial paper
facilities, banks and affiliates, including Fiat, are critical sources of
capital to meet the Company's plan to finance the acquisition of additional
receivables.
Dividend Payment
On June 26, 2002, pursuant to a debt assumption agreement among Case, CNH,
CNH Capital and the Company, Case Credit declared and paid a dividend of $250
million to CNH Capital in the form of debt assumption. CNH Capital then
declared and paid a dividend of $250 million to Case in the form of debt
assumption. Under the debt assumption agreement, various notes payable to CNH
totaling $250 million were transferred first from Case to CNH Capital, and then
from CNH Capital to Case Credit. CNH authorized the transfer of these
liabilities.
Net Indebtedness
Case Credit's consolidated net indebtedness, defined as short- and long-term
borrowings less cash and cash equivalents, is as follows:
June 30, 2002 December 31, 2001
------------- -----------------
Short-term borrowings............... $ 493 $ 577
Current maturities of long-term debt 191 140
Long-term borrowings................ 137 327
Affiliated borrowings............... 2,575 1,990
Cash and cash equivalents........... (9) (69)
------ ------
Net indebtedness.................... $3,387 $2,965
====== ======
12
The six-month increase in total net indebtedness at June 30, 2002 was
primarily due to an increase in affiliated borrowings, which was offset by a
corresponding increase in affiliated receivables. The additional increase in
net indebtedness was due to the dividend payment of $250 million and the timing
of the asset-backed securitization transactions offset by scheduled debt
payments.
Off-Balance Sheet Financing
Retail
During the first six months of 2002, Case Credit sold $1.1 billion of retail
notes in connection with securitization transactions. Of the $1.1 billion of
retail receivables sold, Case Credit originated $717 million and the remaining
$417 million were purchased from New Holland Credit Company. During the first
six months of 2001, an indirect limited-purpose business trust organized by
Case Credit 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 the trust in connection with a prefunded 2000 securitization and $713
million of retail notes to the trust in connection with the 2001
securitization. Of the $785 million of retail receivables sold to the trust,
Case Credit originated $498 million and the remaining $287 million were
purchased from New Holland Credit Company. The proceeds from the sale of retail
notes during the first six months of 2002 and 2001 were used to repay
outstanding debt and to finance the purchase of additional receivables.
Wholesale
Case Credit funds a significant portion of its United States wholesale
receivables by means of sales, on a revolving basis, pursuant to securitization
programs through a privately structured facility. Effective March 6, 2002, this
facility was amended as a 364-day, $450 million co-purchase facility that is
renewable annually at the sole discretion of the purchasers.
Future Liquidity and Capital Resources
The Company's ability to originate new receivables and operating results are
dependent on its access to the capital markets at a reasonable cost of capital.
The Company's access is dependent on its stand-alone credit rating as well as
that of its direct and indirect parents, Case, CNH and Fiat. Adverse ratings
actions can materially impact the Company's access to funding.
On May 30, 2002, Standard & Poor's affirmed the senior debt rating of Case
Credit at BB and placed it on CreditWatch with positive implications. On June
10, 2002, Standard & Poor's affirmed the short-term debt rating of Fiat at A-3
and removed all ratings from CreditWatch. On June 26, 2002, Moody's affirmed
the senior debt rating of Case Credit at Ba2 with a negative outlook. In
addition, Moody's downgraded the senior debt rating of Fiat from Baa2 to Baa3
and downgraded its short-term rating from P-2 to P-3 with a negative outlook.
Further ratings downgrades of either the Company's, its parents' or Fiat's debt
could adversely affect its ability to access the capital markets or borrow
funds at similar rates. Due to these rating agency actions, the Company has
decided to continue to access the asset-based commercial paper markets in both
the United States and Canada for its financing needs.
On May 30, 2002, Case Credit Ltd. entered into a 364-day, $199 million
asset-backed secured loan facility, which is renewable on an annual basis. This
facility provides warehouse funding capability for fixed-rate and variable-rate
retail installment sales contracts and finance leases originated by both Case
Credit Ltd. and New Holland (Canada) Credit Company. Borrowings under this
facility bear interest at a spread to one-month Banker's Acceptance rates.
Case Credit relies upon loan agreements, commercial paper, lines of credit
and liquidity facilities to support its financing needs. A significant portion
of the Company's financing has historically come directly or indirectly from
Fiat and Fiat affiliates. 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
13
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 longer-term nature, the Company
accesses the term ABS markets 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 and bank debt markets to accommodate its liquidity needs.
Outlook
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, 2002. The financial services operations are directly impacted by the
performance of CNH.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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.
During the quarter ended June 30, 2002, the Company had a third party appraise
the fair value of the Company's reportable units, including goodwill. The
Company has defined its reportable units to coincide with its operating
segments, which are organized on a geographical basis. The assessment resulted
in no goodwill impairment, as the fair value of each reportable unit exceeded
the carrying amount of such unit's assets and liabilities, including goodwill.
In July 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement broadens the rules for
application and disclosure of discontinued operations. The Company's sale of
its Australian legal entities to CNH qualifies as a discontinued operation
under this guidance. As such, the results of operations for these entities have
been presented in a separate caption following "Net (loss) income from
continuing operations" in the accompanying Consolidated Statements of Income
for all periods presented.
The information contained herein involves forward-looking statements based
on what CNH considers key economic assumptions, and involves risk and
uncertainties that could cause actual results to differ. Some significant
factors for CNH include general economic and capital market conditions, the
cyclical nature of its business, foreign currency movements, hedging practices,
CNH'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), technological
difficulties, changes in environmental laws, employee and labor relations,
weather conditions, energy prices, real estate values, animal diseases, crop
pests, harvest yields, government farm programs and consumer confidence,
housing starts and construction activity, concerns pertaining to genetically
modified organisms, fuel and fertilizer costs. 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, industry volumes, as well as CNH's ability to integrate
effectively the operations and employees of New Holland and Case, and to
execute its multi-branding strategy. Further information concerning factors
that could significantly impact expected results is included in the following
sections of CNH's Form 20-F for 2001, 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 2001, as filed with
the Securities and Exchange Commission: Item 1 Business and Item 7 Management's
Analysis of Results of Operations.
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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.
On August 8, 2002, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission to report that on June 24, 2002 CNH had
dismissed its independent public accountants, Arthur Andersen LLP, and had
retained Deloitte & Touche LLP as its new independent public accountants. No
reports on Form 8-K were filed during the quarter ended June 30, 2002.
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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/ WILLIAM J. MCGRANE, III
-----------------------------
William J. McGrane, III
Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer and
Director and Authorized
Signatory for Case Credit
Corporation)
Date: August 14, 2002
16
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibit Numbers
------ ---------------------- ----------
12 Computation of Ratio of Earnings to Fixed Charges
17