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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 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. [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
October 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
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PART I--FINANCIAL INFORMATION
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 *
Item 4. Controls and Procedures................................... 15
PART II--OTHER INFORMATION
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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(in millions)
(Unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------- ------------- ------------- -------------
Revenues:
Finance income earned on retail and other notes
and finance leases............................ $38 $ 33 $ 91 $115
Interest income from Case, LLC.................. 14 10 36 30
Net gain on retail and wholesale notes sold..... 2 5 26 51
Securitization and servicing fee income......... 5 11 18 32
Lease income on operating leases................ 24 26 73 80
Other income.................................... 7 4 18 13
--- ---- ---- ----
Total revenues.............................. 90 89 262 321
Expenses:
Interest expense:
Interest expense to third parties............... 20 21 48 73
Interest expense to affiliates.................. 21 26 56 68
--- ---- ---- ----
Total interest expense...................... 41 47 104 141
Operating expenses:
Fees charged by Case, LLC....................... 8 8 22 24
Administrative and operating expenses........... 9 5 26 17
Provision for credit losses..................... 11 9 52 87
Other than temporary impairment of ABS
retained interests............................ -- 25 -- 25
Goodwill amortization........................... -- 1 -- 4
Depreciation of equipment on operating leases... 26 16 64 49
Other........................................... (1) (3) (2) 1
--- ---- ---- ----
Total operating expenses.................... 53 61 162 207
--- ---- ---- ----
Total expenses.............................. 94 108 266 348
--- ---- ---- ----
Loss from continuing operations before taxes....... (4) (19) (4) (27)
Income tax benefit................................. (2) (7) (2) (10)
--- ---- ---- ----
Net loss from continuing operations................ (2) (12) (2) (17)
Loss from discontinued operations, net............. -- -- -- (1)
--- ---- ---- ----
Net loss........................................... $(2) $(12) $ (2) $(18)
=== ==== ==== ====
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 SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
(in millions, except share data)
ASSETS
September 30, December 31,
2002 2001
------------- ------------
(Unaudited)
Cash and cash equivalents......................... $ 30 $ 69
Retail and other notes and finance leases......... 2,254 1,665
Wholesale notes and accounts...................... 676 924
Due from trusts................................... 219 237
------ ------
Total receivables.......................... 3,149 2,826
Allowance for credit losses....................... (148) (148)
------ ------
Total receivables, net..................... 3,001 2,678
Affiliated accounts and notes receivable.......... 571 173
Asset-backed certificates......................... 135 204
Equipment on operating leases, at cost............ 515 569
Accumulated depreciation.......................... (93) (96)
------ ------
Equipment on operating leases, net......... 422 473
Property and equipment, at cost................... 16 15
Accumulated depreciation.......................... (7) (5)
------ ------
Property and equipment, net................ 9 10
Goodwill, net..................................... 107 113
Assets held for sale.............................. 40 89
Other assets...................................... 158 221
------ ------
Total...................................... $4,473 $4,030
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt................................... $ 899 $ 577
Current maturities of long-term debt.............. 191 140
Accounts payable and other accrued liabilities.... 426 361
Affiliated debt................................... 2,458 1,990
Deposits withheld from dealers.................... 10 10
Long-term debt.................................... 128 327
------ ------
Total liabilities.......................... 4,112 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........... (53) (40)
Retained deficit............................... (32) (30)
------ ------
Total stockholder's equity................. 360 625
------ ------
Total...................................... $4,473 $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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(in millions)
(Unaudited)
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Operating activities:
Net loss.................................................................. $ (2) $ (18)
Adjustments to reconcile net loss to net cash provided (used) by operating
activities:
Depreciation and amortization.......................................... 66 70
Provision for credit losses............................................ 52 91
Net gain on retail and wholesale notes sold............................ (26) (51)
Unremitted equity method earnings from joint ventures.................. -- (2)
Changes in components of working capital:
Increase in affiliated receivables................................. (381) (268)
Decrease in other assets........................................... 92 3
Increase in accounts payable and other accrued liabilities......... 67 84
Other, net......................................................... (13) (14)
------- -------
Net cash used by operating activities........................... (145) (105)
------- -------
Investing activities:
Cost of retail and wholesale receivables originated and acquired.......... (5,218) (5,535)
Proceeds from sales of retail and wholesale receivables................... 1,952 2,085
Collections of retail and wholesale receivables........................... 2,578 2,713
Purchase of equipment on operating leases, net of disposals............... (39) (33)
Decrease in asset-backed certificates..................................... 69 99
Sale of European joint venture............................................ 15 --
Proceeds from sale of Australian entities, net............................ 67 --
Expenditures for property and equipment................................... (2) (1)
------- -------
Net cash used in investing activities........................... (578) (672)
------- -------
Financing activities:
Proceeds from issuance of affiliate debt (net of repayment)............... 296 1,234
Payment of long-term debt................................................. (149) (800)
Increase in revolving credit facilities................................... 537 392
------- -------
Net cash provided by financing activities....................... 684 826
------- -------
(Decrease) increase in cash and cash equivalents.......................... (39) 49
Cash and cash equivalents, beginning of period............................ 69 38
------- -------
Cash and cash equivalents, end of period.................................. $ 30 $ 87
======= =======
Cash paid during the period for interest.................................. $ 106 $ 169
======= =======
Cash paid during the period for taxes..................................... $ 10 $ --
======= =======
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)
--- ----- ---- ---- ----- ----
Net change in 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.................................. -- -- -- (2) (2) $ (2)
Translation adjustment.................... -- -- 5 -- 5 5
Unrealized gain/loss on effective
hedges:
Reclassification of deferred loss
to earnings......................... -- -- 11 -- 11 11
Unrealized loss for the period........ -- -- (29) -- (29) (29)
--- ----- ---- ---- ----- ----
Net change in unrealized loss on
effective hedges.................... -- -- (18) -- (18) (18)
----
Total.............................. $(15)
====
Balance, September 30, 2002.................. $-- $ 445 $(53) $(32) $ 360
=== ===== ==== ==== =====
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 CONSOLIDATED 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, LLC ("Case"),
formerly Case Corporation, provides broad-based financial services for the
global marketplace. Case 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 85% of CNH's outstanding common shares as of September 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 September 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.
The 2002 assessment performed by a third party appraiser 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 $5 million for
the nine-month period ended September 30, 2002. As discussed in Note 6
"Discontinued Operations," goodwill was reduced by $6 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 Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001 September 30, 2002 September 30, 2001
------------------ ------------------ ------------------ ------------------
Reported loss..... $(2) $(12) $(2) $(18)
Add back: goodwill
amortization.... -- 1 -- 4
--- ---- --- ----
Adjusted net loss. $(2) $(11) $(2) $(14)
=== ==== === ====
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 as well as clarifies the
criteria for recording and reporting the impairment of long-lived assets. The
Company's sale of
7
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
certain legal entities to CNH, as described in Note 6 "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 from continuing operations" in the accompanying
Consolidated Statements of Income for all periods presented.
(3)--Asset-Backed Securitizations ("ABS")
During the first nine months of 2002, limited-purpose business trusts
organized by Case Credit issued $1 billion of asset-backed securities to
outside investors. These trusts are not consolidated with Case Credit for
reporting purposes. As of September 30, 2002, Case Credit had sold $1 billion
of retail notes to the trusts in connection with these securitizations. Of the
$1 billion of retail receivables sold to the trusts, Case Credit originated
$630 million and the remaining $412 million were purchased from New Holland
Credit Company, LLC ("New Holland Credit Company"), an indirect wholly owned
subsidiary of CNH. During the first nine 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 September 30, 2001, Case
Credit had sold $72 million of retail notes to the trust in connection with a
prefunded 2000 securitization and $900 million of retail notes to the trust in
connection with the 2001 securitization. Of the $972 million of retail
receivables sold to the trust, Case Credit originated $597 million and the
remaining $375 million were purchased from New Holland Credit Company. The
proceeds from the sale of retail notes during the first nine 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 September 30, 2002, approximately $201 million of retail notes receivable
have been pledged as collateral under this facility. The notes and related
short-term 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, an indirect
wholly owned subsidiary of CNH. Borrowings under this facility bear interest at
a spread to one-month Banker's Acceptance rates.
(6)--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.
8
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
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 Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001 September 30, 2002 September 30, 2001
------------------ ------------------ ------------------ ------------------
Total revenues... $ -- $ 7 $ 8 $22
Pre-tax net loss. $ -- $ -- $ -- $(1)
(7)--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 6 "Discontinued Operations."
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001 September 30, 2002 September 30, 2001
------------------ ------------------ ------------------ ------------------
Segment (loss) income:
United States.................... $ (1) $ (10) $ 1 $ (10)
Canada........................... (1) (2) (3) (7)
Australia........................ -- -- -- (1)
------ ------ ------ ------
Total..................... $ (2) $ (12) $ (2) $ (18)
====== ====== ====== ======
Segment assets (at the end of the
period):
United States.................... $3,900 $3,997 $3,900 $3,997
Canada........................... 573 515 573 515
Australia........................ -- 286 -- 286
------ ------ ------ ------
Total..................... $4,473 $4,798 $4,473 $4,798
====== ====== ====== ======
(8)--Income Taxes
Case Credit's effective income tax benefit rate of 52% for the nine months
ended September 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 losses. Case Credit's effective income tax benefit rate of 36% for the
nine months ended September 30, 2001 was higher than the U.S. statutory tax
rate of 35%, primarily due to foreign income taxed at different rates and state
income taxes offset by non-deductible expenses such as goodwill and capital
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.
Pursuant to a debt assumption agreement among Case, CNH, CNH Capital and the
Company dated June 26, 2002, 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.
9
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
On August 30, 2002, Case transferred $29 million to Case Credit relating to
Case's subsidy of residual values of equipment on operating lease. The balance
is recorded as an offset to "Equipment on operating leases, net" to reflect the
reduction in the Company's net investment.
As of September 30, 2002, Case Credit has various accounts receivable
totaling $433 million due from New Holland Credit Company. These receivables
earn interest at 1.91% as of September 30, 2002, and mature in the fourth
quarter of 2002. As of September 30, 2002, $138 million of accounts receivable
are due from other related parties.
As of September 30, 2002, CNH has various loans totaling $1,305 million to
Case Credit. These loans bear interest at rates between 2.62% and 4.75% as of
September 30, 2002, and have maturities of $190 million, $415 million and $700
million in 2002, 2003 and 2006, respectively.
As of September 30, 2002, New Holland Credit Company has various loans
totaling $699 million to Case Credit. These loans bear interest at 2.56% as of
September 30, 2002, and mature in the fourth quarter of 2002. As part of
asset-backed securitizations, Case Credit purchased $412 million of receivables
from New Holland Credit Company during the first nine months of 2002.
As of September 30, 2002, Case Canada Corporation has various loans totaling
$188 million to Case Credit Ltd. These loans bear interest at 3.57% as of
September 30, 2002, and mature in the fourth quarter of 2002.
As of September 30, 2002, Fiat has various loans totaling $195 million to
Case Credit. These loans bear interest at rates between 2.80% and 5.09% as of
September 30, 2002, and have maturities of $47 million, $20 million, $108
million and $20 million in 2003, 2004, 2005 and 2006, respectively.
As of September 30, 2002, Fiat has various loans totaling $57 million to
Case Credit Ltd. These loans bear interest at 3.98% as of September 30, 2002,
and mature in 2006.
As of September 30, 2002, CNH has various loans totaling $13 million to Case
Credit Ltd. These loans bear interest at 3.55% as of September 30, 2002, and
mature in the fourth quarter of 2002.
As of September 30, 2002, New Holland Credit Company has various loans
totaling $1 million to Case Credit Holdings Ltd. These loans bear interest at
2.56% as of September 30, 2002, and mature in the fourth quarter of 2002.
As of September 30, 2002, $105 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 September 30, 2002 vs. Three Months Ended September 30, 2001
Net Income
Case Credit recorded a net loss of $2 million for the third quarter of 2002,
as compared to net loss of $12 million in the prior period. Net loss decreased
quarter over quarter primarily due to a decrease (on a pre-tax basis) of $6
million in total interest expense combined with a decrease of $8 million in
operating expenses.
Revenues
Case Credit reported total revenues of $90 million for the third quarter of
2002, an increase of $1 million from the prior period. Securitization and
servicing fee income decreased $6 million primarily due to 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. Interest income earned from Case increased $4 million to $14
million due to an increase in affiliated accounts and notes receivable,
combined with an increase in subsidized finance programs.
Expenses
Interest expense for the third quarter of 2002 was $41 million, representing
a decrease of $6 million from the third quarter of 2001. The decrease in
interest expense resulted from a 47 basis point reduction in the average
borrowing costs combined with a 4% reduction in average borrowings.
Operating expenses decreased $8 million to a total of $53 million in the
third quarter of 2002 as compared to $61 million in the third quarter of 2001.
This decrease resulted primarily from a $25 million decrease in impairment
charges due to no impairment adjustment of the ABS retained interests being
required in 2002, as the off-book portfolio continues to perform as expected.
Offsetting this decrease, provision for credit losses increased $2 million as a
result of higher than estimated losses on the non-core portion of the Company's
portfolio. Depreciation expense for equipment on operating lease increased $10
million as changes in market conditions led to the acceleration of depreciation
expense as it relates to the estimated residual values of operating lease
equipment.
Originations and Serviced Portfolio
During the third quarter of 2002, Case Credit's serviced portfolio of
receivables (related to continuing operations) decreased 11% over the same
period last year to $5.7 billion. Gross retail and wholesale receivables
originated in the third quarter of 2002 decreased 27% to a total of $1.3
billion versus the same period in 2001. The decreases in the serviced portfolio
and originations were due primarily to an effort to reduce dealer inventories
and a decline in the agricultural and construction industries.
Nine Months Ended September 30, 2002 vs. Nine Months Ended September 30, 2001
Net Income
Case Credit recorded a net loss of $2 million for the first nine months of
2002, as compared to a net loss of $18 million in the prior period. On a
pre-tax basis, the net loss decreased year over year primarily due to an
increase in interest margin of $22 million and a decrease of $45 million in
operating expenses offset by decreases of $25 million in the net gain on retail
and wholesale notes sold and $14 million in securitization and servicing fee
income.
11
Revenues
Case Credit reported total revenues of $262 million for the first nine
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 $18 million to $127 million due to a 74 basis point reduction in
the average yield, including manufacturer's subsidies, on the on-book assets
combined with a 1% reduction in the average amount of on-book assets
outstanding during the first nine months. Net gain on retail and wholesale
notes sold decreased $25 million primarily due to decreasing interest rates
prior to the sales of the 2001 securitizations which increased the yield on the
notes sold. Securitization and servicing income declined by $14 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 nine months of 2002 was $104 million,
representing a decrease of $37 million from the $141 million reported in the
first nine months of 2001. The decrease in interest expense primarily resulted
from a 115 basis point reduction in the average borrowing costs combined with a
6% reduction in average borrowings.
Operating expenses decreased $45 million to a total of $162 million in the
first nine months of 2002 as compared to $207 million in first nine months of
2001. Provision for credit losses decreased $35 million from the prior period
as credit losses inherent in the Company's portfolio have been estimated to
return closer to historic levels 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. Impairment charges decreased by $25
million due to no impairment of the ABS retained interests being required in
2002, as the off-book portfolio continues to perform as expected. Depreciation
expense for equipment on operating leases increased $15 million as changes in
market conditions led to the acceleration of depreciation expense as it relates
to the estimated residual values of operating lease equipment.
Originations and Serviced Portfolio
During the first nine months of 2002, Case Credit's serviced portfolio of
receivables (related to continuing operations) decreased 11% over the same
period last year to $5.7 billion. Gross retail and wholesale receivables
originated decreased 7% in the first nine months of 2002 to a total of $4.6
billion versus the same period in 2001. At the same time, gross retail
receivables acquired from New Holland Credit Company increased 30% in the first
nine months of 2002 to a total of .7 billion versus the same period in 2001.
The decreases in the serviced portfolio and originations were primarily due to
a decline in the agricultural and construction industries.
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
Pursuant to a debt assumption agreement among Case, CNH, CNH Capital and the
Company dated June 26, 2002, 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.
12
Net Indebtedness
Case Credit's consolidated net indebtedness, defined as short- and long-term
borrowings less cash and cash equivalents, is as follows:
September 30, December 31,
2002 2001
------------- ------------
Short-term borrowings............... $ 899 $ 577
Current maturities of long-term debt 191 140
Long-term borrowings................ 128 327
Affiliated borrowings............... 2,458 1,990
Cash and cash equivalents........... (30) (69)
------ ------
Net indebtedness.................... $3,646 $2,965
====== ======
The increase in net indebtedness at September 30, 2002 was primarily due to
an increase in total receivables of $323 million, related to the timing of the
asset-backed securitization transactions and the dividend payment of $250
million. The additional increase in net indebtedness was due to an increase in
affiliated borrowings, which was offset by a corresponding increase in
affiliated receivables.
Off-Balance Sheet Financing
Retail
During the first nine months of 2002, Case Credit sold $1 billion of retail
notes in connection with securitization transactions. Of the $1 billion of
retail receivables sold, Case Credit originated $630 million and the remaining
$412 million were purchased from New Holland Credit Company. During the first
nine 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 September 30, 2001, Case Credit had sold $72 million of retail
notes to the trust in connection with a prefunded 2000 securitization and $900
million of retail notes to the trust in connection with the 2001
securitization. Of the $972 million of retail receivables sold to the trust,
Case Credit originated $597 million and the remaining $375 million were
purchased from New Holland Credit Company. The proceeds from the sale of retail
notes during the first nine 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 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. On August 28, 2002, Dominion Bond Rating
Service affirmed the senior debt rating of Case Credit Ltd. (Canada) at BBB
(low) with a stable trend. On November 1, 2002, Standard & Poor's placed Fiat's
A-3 short-term debt rating on CreditWatch with negative implications. On
13
November 5, 2002, Standard & Poor's affirmed CNH's BB debt rating and removed
all ratings from CreditWatch. On November 8, 2002, Moody's placed Fiat's Baa3
long-term rating on CreditWatch with negative implications. In addition,
Moody's placed the Ba2 long-term rating of Case and Case Credit on CreditWatch
with negative implications. 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 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
October 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 September 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 as well as clarifies the
criteria for recording and reporting the impairment of long-lived assets. 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 from continuing operations" in the accompanying Consolidated Statements of
Income for all periods presented.
This report includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact contained or incorporated by reference in this
report are forward-looking statements. These statements include terminology
such as "may,"
14
"will," "expect," "should," "intend," "estimate," "anticipate," "believe," or
similar terminology. These statements are based upon current projections,
estimates and beliefs and involve risks and uncertainties. Some significant
factors for CNH that could cause actual results to differ 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,
pension and health care costs, 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.
Item 4. Controls and Procedures.
Case Credit management, including the Chief Executive Officer and Chief
Financial Officer, have conducted an evaluation of the effectiveness of
disclosure pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective in ensuring that all material
information required to be filed in this quarterly report has been made known
to them in a timely fashion. There have been no significant changes in internal
controls, or in other factors that could significantly affect internal
controls, subsequent to the date the Chief Executive Officer and the Chief
Financial Officer completed their evaluation.
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.
On August 8, 2002, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission to report that CNH had dismissed its
independent public accountants, Arthur Andersen LLP, and had retained Deloitte
& Touche LLP as its new independent public accountants.
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
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: November 12, 2002
17
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Mario Ferla, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Case Credit
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
By /S/ MARIO FERLA
-----------------------------
Mario Ferla
Chief Executive Officer and
Chief Operating Officer
(Principal Executive and
Operations Officer and
Director and Authorized
Signatory for Case Credit
Corporation)
Date: November 12, 2002
18
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, William J. McGrane, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Case Credit
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
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: November 12, 2002
19
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
EXHIBIT INDEX
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges
Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
20