- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 MARCH 31, 1997
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 76-0394710
(STATE OF INCORPORATION) (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: (414) 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 March
31, 1997.
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
----
Part I-Financial Information
Case Credit Corporation and Subsidiaries
Balance Sheets......................................................... 2
Statements of Income................................................... 3
Statements of Cash Flows............................................... 4
Statement of Changes in Shareholder's Equity........................... 5
Notes to Financial Statements.......................................... 6
Management's Analysis of Results of Operations......................... 7
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................................. 8
*No response to this item is included herein for the reason that it is
inapplicable, is not required pursuant to General Instruction H of Form 10-Q,
or the answer to such item is negative.
PART I--FINANCIAL INFORMATION
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
(IN MILLIONS, EXCEPT SHARE DATA)
(UNAUDITED)
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
------ --------- ------------
Cash and cash equivalents............................... $ 35 $ 17
Retail notes and finance leases......................... 1,196 1,163
Due from Trusts......................................... 281 275
------ ------
Total receivables................................... 1,477 1,438
Allowance for credit losses............................. (30) (30)
------ ------
Total receivables, net.............................. 1,447 1,408
Affiliated receivables.................................. 42 13
Equipment on operating leases, net...................... 107 97
Other assets............................................ 35 20
Property and equipment, at cost......................... 4 3
Accumulated depreciation................................ (1) (1)
------ ------
Net property and equipment........................... 3 2
------ ------
Total............................................... $1,669 $1,557
====== ======
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Short-term debt......................................... $ 869 $ 829
Accounts payable and other accrued liabilities.......... 46 54
Deposits withheld from dealers.......................... 18 19
Long-term debt.......................................... 455 415
------ ------
Total liabilities................................... 1,388 1,317
------ ------
Shareholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding............................... -- --
Paid-in capital....................................... 219 199
Cumulative translation adjustment..................... (7) (6)
Retained earnings..................................... 69 47
------ ------
Total shareholder's equity.......................... 281 240
------ ------
Total............................................... $1,669 $1,557
====== ======
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
2
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN MILLIONS)
(UNAUDITED)
THREE
MONTHS
ENDED
MARCH 31,
---------
1997 1996
---- ----
Revenues:
Finance income earned on retail notes and finance leases........... $17 $12
Interest income from Case Corporation.............................. 6 5
Net gain on retail notes sold...................................... 20 29
Securitization and servicing fee income............................ 11 16
Rental income...................................................... 5 --
Lease income on operating leases................................... 6 3
Other income....................................................... 1 1
--- ---
Total revenues................................................. 66 66
Expenses:
Interest expense:
On obligations to others......................................... 21 17
On payables to affiliates........................................ 1 --
--- ---
Total interest expense......................................... 22 17
Operating expenses:
Fees charged by Case Corporation................................... 5 5
Administrative and operating expenses.............................. 2 3
Provision (credit) for credit losses............................... -- (1)
Depreciation of equipment on operating leases...................... 4 1
Other.............................................................. 1 (1)
--- ---
Total operating expenses....................................... 12 7
--- ---
Total expenses................................................. 34 24
--- ---
Income before taxes.................................................. 32 42
Income tax provision................................................. 10 16
--- ---
Net income........................................................... $22 $26
=== ===
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN MILLIONS)
(UNAUDITED)
THREE
MONTHS
ENDED
MARCH 31,
-----------
1997 1996
---- -----
Operating activities:
Net income...................................................... $ 22 $ 26
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................. 4 2
Deferred income tax benefit................................... (2) --
Net gain on retail notes sold................................. (20) (29)
Changes in components of working capital:
(Increase) decrease in other assets......................... (15) 8
(Decrease) increase in accounts payables and other accrued
liabilities................................................ (8) (6)
Other, net.................................................. (2) 2
---- -----
Net cash provided (used) by operating activities.......... (21) 3
---- -----
Investing activities:
Cost of receivables acquired.................................... (558) (408)
Collections of receivables...................................... 42 70
Proceeds from sales of receivables.............................. 468 462
Expenditures for property and equipment......................... (1) --
Purchase of equipment on operating leases....................... (14) (13)
---- -----
Net cash provided (used) by investing activities.......... (63) 111
---- -----
Financing activities:
Proceeds from issuance of long-term debt........................ -- 200
Increase (decrease) in revolving credit facilities.............. 82 (297)
Dividends paid.................................................. -- (20)
Capital contributions from Case Corporation..................... 20 --
---- -----
Net cash provided (used) by financing activities.......... 102 (117)
---- -----
Increase (decrease) in cash and cash equivalents.................. $ 18 $ (3)
Cash and cash equivalents, beginning of period.................... 17 15
---- -----
Cash and cash equivalents, end of period.......................... $ 35 $ 12
==== =====
Cash paid during the period for interest.......................... $ 26 $ 15
==== =====
Cash paid during the period for taxes............................. $ 3 $ 24
==== =====
The accompanying notes to financial statements are an integral part of these
Statements of Cash Flows.
4
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(IN MILLIONS)
(UNAUDITED)
CUMULATIVE
COMMON PAID IN TRANSLATION RETAINED
STOCK CAPITAL ADJUSTMENT EARNINGS TOTAL
------ ------- ----------- -------- -----
Balance, December 31, 1995........... $-- $199 $(8) $ 2 $193
Net income......................... -- -- -- 85 85
Dividends declared................. -- -- -- (40) (40)
Translation adjustment............. -- -- 2 -- 2
---- ---- --- --- ----
Balance, December 31, 1996........... -- 199 (6) 47 240
Net income......................... -- -- -- 22 22
Capital contributions from Case
Corporation....................... -- 20 -- -- 20
Translation adjustment............. -- -- (1) -- (1)
---- ---- --- --- ----
Balance, March 31, 1997.............. $-- $219 $(7) $69 $281
==== ==== === === ====
The accompanying notes to financial statements are an integral part of these
Statements of Changes in Shareholder's Equity.
5
CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in
consolidation.
In the opinion of management, the accompanying unaudited financial statements
of Case Credit contain all adjustments which are of a normal recurring nature
necessary to present fairly the financial position as of March 31, 1997, and
the results of operations, changes in shareholder's equity and cash flows for
the periods indicated. Interim financial results are not necessarily indicative
of operating results for an entire year.
Certain reclassifications have been made to conform the prior years'
financial statements to the 1997 presentation.
(2) ASSET-BACKED SECURITIZATIONS
In the first quarter of 1997, Case Credit issued $830 million of asset-backed
securities through limited-purpose business trusts organized by Case Credit, of
which $180 million was issued pursuant to a private Canadian placement. Case
Credit has sold $502 million of U.S. and Canadian retail notes to the trusts in
connection with these issuances. The Company will sell the remaining $328
million of retail notes to the trusts as receivables are acquired. The proceeds
from the sale of the retail notes were used to finance additional receivables.
In the first quarter of 1996, limited-purpose business trusts organized by Case
Credit issued asset- backed securities to outside investors totaling $625
million, selling $484 million of retail notes in connection with these
issuances.
(3) SHORT-TERM DEBT AND LINES OF CREDIT
During the first quarter of 1997, Case Credit Ltd. (Canada), a wholly owned
subsidiary of Case Credit, established a C$500 million commercial paper
facility. Under the terms of the program, the principal amount of the
commercial paper outstanding, combined with the amounts outstanding on the
C$500 million revolving credit facility, cannot exceed a total of C$500
million. Case Credit has approximately C$75 million of commercial paper
outstanding under this facility as of March 31, 1997.
(4) INCOME TAXES
On a consolidated basis, the Company's first quarter effective tax rate of
31% was lower than the U.S. statutory rate of 35% primarily due to reductions
in the tax valuation reserves in certain foreign jurisdictions offset by state
income taxes and foreign income taxed at different rates.
6
CASE CREDIT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF RESULTS OF OPERATIONS
First Quarter 1997 vs. First Quarter 1996
NET INCOME
Net income for the first quarter of 1997 was $22 million as compared to $26
million for the first quarter of 1996. The $4 million decrease in quarter-
over-quarter net income is primarily due to lower margins on asset-backed
securitizations in a rising interest rate environment and reduced income from
Case Corporation marketing programs. These decreases were partially offset by
higher earnings as a result of increased levels of on-balance-sheet
receivables.
REVENUES
Case Credit reported total revenues of $66 million for both the first
quarter of 1997 and 1996. Finance income earned on retail notes and leases
increased to $17 million in the first three months of 1997 as compared to $12
million for the same period in 1996, primarily due to increased levels of on-
balance-sheet receivables. Case Credit also recognized $5 million of
incremental revenues from rental equipment in the first quarter of 1997. In
addition, operating lease income increased $3 million to a total of $6 million
for the first quarter of 1997, reflecting the growth in Case Credit's
equipment leasing program. These revenue increases were offset by decreases in
net gains on retail notes sold, including reduced revenues from Case
Corporation marketing programs as a result of lower interest rate margins, and
lower securitization and servicing fee income.
EXPENSES
Interest expense for the first three months of 1997 was $22 million, up $5
million from the $17 million reported in the first three months of 1996. The
increase in interest expense resulted from higher average debt levels during
the first quarter of 1997 as compared to the first quarter of 1996 due to the
growth in Case Credit's on-balance-sheet receivables and increased equipment
on operating leases.
Operating expenses increased $5 million to a total of $12 million in the
first quarter of 1997 as compared to the first quarter of 1996. This increase
primarily resulted from $3 million of additional depreciation expense for
equipment on operating leases relating to the Company's larger operating lease
portfolio.
SERVICED PORTFOLIO
During the first quarter of 1997, Case Credit's serviced portfolio of
receivables increased 17% over the same time last year to a record $4.5
billion. Gross receivables acquired in the first three months of 1997
increased 27% for a total of $646 million versus the same period in 1996. Case
Credit's loss-to-liquidation ratio was .13% for the first quarter of 1997,
compared to .15% for the same period in 1996. During the first quarter of
1997, limited-purpose business trusts organized by Case Credit issued $830
million of asset-backed securities to outside investors, of which $180 million
was issued pursuant to a private Canadian placement. Case Credit has sold $502
million of U.S. and Canadian retail notes to the trusts in connection with
these issuances. In the first quarter of 1996, Case Credit issued $625 million
of asset-backed securities to outside investors, of which $484 million was
sold to the trusts in the first quarter of 1996.
OTHER MATTERS
During the first quarter of 1997, Case Credit received $20 million of
additional capitalization from Case Corporation.
7
PART II--OTHER INFORMATION
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.
Case Credit Corporation did not file any current reports on Form 8-K during
the quarter ended March 31, 1997.
8
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
CASE CREDIT CORPORATION
/s/ Robert A. Wegner
By __________________________________
Robert A. Wegner
Vice President and
Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory for Case
Credit
Corporation)
Date: May 6, 1997
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
12 Computation of Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.