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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 MARCH 31, 1998
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 33-80775-01
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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
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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, 1998.
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
Case Credit Corporation and Subsidiaries
Statements of Income................................................... 3
Balance Sheets......................................................... 4
Statements of Cash Flows............................................... 5
Statements of Changes in Stockholder's Equity.......................... 6
Notes to Financial Statements.......................................... 7
Management's Analysis of Results of Operations......................... 9
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................................. 10
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*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.
2
PART I--FINANCIAL INFORMATION
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN MILLIONS)
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31,
--------------
1998 1997
------ ------
Revenues:
Finance income earned on retail notes and finance leases....... $ 30 $ 22
Interest income from Case Corporation.......................... 5 6
Net gain on retail notes sold.................................. 20 20
Securitization and servicing fee income........................ 9 11
Lease income on operating leases............................... 11 6
Other income................................................... 1 1
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Total revenues............................................. 76 66
Expenses:
Interest expense............................................... 29 22
Operating expenses:
Fees charged by Case Corporation............................... 6 5
Administrative and operating expenses.......................... 3 2
Provision for credit losses.................................... 1 --
Depreciation of equipment on operating leases.................. 7 4
Other.......................................................... -- 1
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Total operating expenses................................... 17 12
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Total expenses............................................. 46 34
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Income before taxes.............................................. 30 32
Income tax provision............................................. 11 10
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Net income....................................................... $ 19 $ 22
====== ======
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND DECEMBER 31, 1997
(IN MILLIONS, EXCEPT SHARE DATA)
(UNAUDITED)
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
------ --------- ------------
Cash and cash equivalents............................... $ 27 $ 67
Retail notes and finance leases......................... 1,668 1,733
Due from Trusts......................................... 285 267
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Total receivables................................... 1,953 2,000
Allowance for credit losses............................. (22) (22)
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Total receivables--net.............................. 1,931 1,978
Affiliated receivables.................................. 58 67
Equipment on operating leases, at cost.................. 243 209
Accumulated depreciation................................ (35) (30)
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Net equipment on operating leases................... 208 179
Property and equipment, at cost......................... 4 4
Accumulated depreciation................................ (1) (1)
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Net property and equipment.......................... 3 3
Other assets............................................ 126 68
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Total............................................... $2,353 $2,362
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LIABILITIES AND STOCKHOLDER'S EQUITY
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Short-term debt......................................... $ 884 $1,147
Accounts payable and other accrued liabilities.......... 58 64
Affiliated payables..................................... -- 39
Deposits withheld from dealers.......................... 17 18
Long-term debt.......................................... 1,014 735
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Total liabilities................................... 1,973 2,003
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Minority Interest....................................... 2 2
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding............................... -- --
Paid-in capital....................................... 244 244
Cumulative translation adjustment..................... (14) (16)
Retained earnings..................................... 148 129
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Total shareholder's equity.......................... 378 357
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Total............................................... $2,353 $2,362
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The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN MILLIONS)
(UNAUDITED)
THREE
MONTHS
ENDED
MARCH 31,
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1998 1997
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Operating activities:
Net income..................................................... $ 19 $ 22
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Depreciation and amortization................................ 9 4
Deferred income tax expense.................................. -- (2)
Net gain on retail notes sold................................ (20) (20)
Changes in components of working capital:
(Increase) decrease in other assets........................ (60) (15)
Increase (decrease) in accounts payables and other accrued
liabilities............................................... (46) (8)
Other, net................................................. 2 (2)
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Net cash provided (used) by operating activities......... (96) (21)
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Investing activities:
Cost of receivables acquired................................... (665) (558)
Collections of receivables..................................... 326 42
Proceeds from sales of receivables............................. 415 468
Purchase of equipment on operating leases...................... (36) (14)
Expenditures for property and equipment........................ -- (1)
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Net cash provided (used) by investing activities......... 40 (63)
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Financing activities:
Proceeds from issuance of long-term debt....................... 279 --
Net increase (decrease) in short-term debt and revolving credit
facilities.................................................... (263) 82
Capital contributions from Case Corporation.................... -- 20
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Net cash provided (used) by financing activities......... 16 102
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Increase (decrease) in cash and cash equivalents................. (40) 18
Cash and cash equivalents, beginning of period................... 67 17
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Cash and cash equivalents, end of period......................... $ 27 $ 35
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Cash paid during the period for interest......................... $ 34 $ 26
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Cash paid during the period for taxes............................ $ 14 $ 3
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The accompanying notes to financial statements are an integral part of these
Statements of Cash Flows.
5
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(IN MILLIONS)
(UNAUDITED)
CUMULATIVE
COMMON PAID-IN TRANSLATION RETAINED
STOCK CAPITAL ADJUSTMENT EARNINGS TOTAL
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Balance, December 31, 1996........... $-- $199 $ (6) $ 47 $240
Net income......................... -- -- -- 82 82
Translation adjustment............. -- -- (10) -- (10)
Capital contributions from Case.... -- 45 -- -- 45
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Balance, December 31, 1997........... -- 244 (16) 129 357
Net income......................... -- -- -- 19 19
Translation adjustment............. -- -- 2 -- 2
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Balance, March 31, 1998.............. $-- $244 $(14) $148 $378
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The accompanying notes to financial statements are an integral part of these
Statements of Changes in Stockholder's Equity.
6
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, 1998, and the results of operations, changes in stockholder's equity
and cash flows for the periods indicated. It is suggested that these interim
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's 1997 Annual Report on Form 10-K.
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 1998 presentation.
(2)--ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
statement establishes standards for the reporting and display of comprehensive
income and its components. Components of comprehensive income include net
income and all other non-owner changes in equity. SFAS No. 130 requires that
an enterprise classify items of comprehensive income by their nature in a
financial statement for the period in which they are recognized. For interim
reporting, the Company has chosen to disclose comprehensive income in the
Notes to Financial Statements. See Note 6, "Comprehensive Income."
Effective January 1, 1998, the Company adopted Statement of Position ("SOP")
No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." The Company's accounting for costs of computer software
developed or obtained for internal use is consistent with the guidelines
established in the SOP and, as a result, the adoption of this statement had no
material effect on the Company's financial position or results of operations.
The Company will adopt SOP No. 98-5, "Reporting on the Costs of Start-Up
Activities," effective January 1, 1999. Adoption of this statement will have
no material effect on the Company's financial position or results of
operations.
(3)--ASSET-BACKED SECURITIZATIONS
During the first quarter of 1998, limited-purpose business trusts organized
by Case Credit issued $614 million of asset-backed securities to outside
investors. As of March 31, 1998, Case Credit has sold $439 million of retail
notes to the trusts in connection with these issuances. The Company will sell
the remaining retail notes to the trusts as receivables are generated. 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. As of
March 31, 1997, Case Credit had sold $502 million of U.S. and Canadian retail
notes to the trusts in connection with these issuances. The proceeds from the
sale of retail notes were used to repay outstanding debt and to finance
additional receivables.
(4)--LONG-TERM DEBT
During the first quarter of 1998, Case Credit issued an aggregate of $279
million of its medium-term notes, with maturities of two to three years and
interest rates ranging from 5.84% to 6.0%, as part of the Company's $550
million medium-term note program. Case Credit established this medium-term
note program during the fourth quarter of 1997 pursuant to a shelf
registration statement filed with the Securities and Exchange Commission on
September 17, 1997. The net proceeds from the offerings will be used to fund
Case Credit's growth initiatives and for other corporate purposes, including
the repayment of indebtedness.
7
CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
(5)--INCOME TAXES
Case Credit's 1998 year-to-date effective tax rate of 37% was higher than
the U.S. statutory rate of 35% primarily due to state income taxes and foreign
income taxed at different rates. The Company's 1997 year-to-date effective tax
rate was 31%, which 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)--COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." The components of comprehensive income for the three
months ended March 31, 1998 and 1997, are as follows (in millions):
THREE MONTHS ENDED
MARCH 31,
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1998 1997
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Net income......................................... $ 19 $ 22
Translation adjustment, net of tax................. 2 (1)
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Comprehensive income............................... $ 21 $ 21
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(7)--SUBSEQUENT EVENTS
In April 1998, Case Credit announced the formation of Eagle Global Insurance
Company Limited, to serve as a platform for expanding the Company's insurance
business.
In May 1998, limited-purpose business trusts organized by Case Credit will
issue $105 million of asset-backed securities to outside investors, of which
$35 million will be prefunded. The proceeds from this securitization will be
used to repay outstanding debt and to fund Case Credit's growing portfolio of
receivables.
8
CASE CREDIT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF RESULTS OF OPERATIONS
First Quarter 1998 vs. First Quarter 1997
NET INCOME
Net income for the first quarter of 1998 was $19 million as compared to $22
million for the first quarter of 1997. The $3 million decrease in quarter-
over-quarter net income is primarily due to lower securitization and servicing
fee income, and reduced income from Case Corporation marketing programs, as
well as increased depreciation of equipment on operating leases and increased
interest expense due to higher average on-book receivables. These decreases
were partially offset by higher earnings as a result of increased levels of
on-balance-sheet receivables, including higher lease income from operating
leases.
REVENUES
Case Credit reported total revenues of $76 million for the first quarter of
1998 and $66 million for the first quarter of 1997. Finance income earned on
retail notes and finance leases increased to $30 million in the first three
months of 1998 as compared to $22 million for the same period in 1997,
primarily due to increased levels of on-balance-sheet receivables. In
addition, operating lease income increased $5 million to a total of $11
million for the first quarter of 1998, reflecting the growth in Case Credit's
operating lease portfolio. These revenue increases were partially offset by
reduced revenues from Case Corporation marketing programs and lower
securitization and servicing fee income.
EXPENSES
Interest expense for the first three months of 1998 was $29 million, up $7
million from the $22 million reported in the first three months of 1997. The
increase in interest expense resulted from higher average debt levels during
the first quarter of 1998 as compared to the first quarter of 1997, primarily
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 $17 million in the
first quarter of 1998 as compared to the first quarter of 1997. This increase
primarily resulted from higher year-over-year depreciation expense for
equipment on operating leases relating to the Company's larger operating lease
portfolio, as well as higher operating expenses in support of Case Credit's
growth initiatives.
SERVICED PORTFOLIO
During the first quarter of 1998, Case Credit's serviced portfolio of
receivables increased 18% over the same time last year to a record $5.3
billion. Growth in the quarter resulted from Case Credit's focus on new
markets and new products, including retail financing through Case Credit's
European joint venture, Case Credit Europe S.A.S. Gross receivables acquired
in the first three months of 1998 increased 35% for a total of $887 million
versus the same period in 1997. During the first quarter of 1998, limited-
purpose business trusts organized by Case Credit issued $614 million of asset-
backed securities to outside investors. As of March 31, 1998, Case Credit had
sold $439 million of retail notes to the trusts in connection with these
issuances. The Company will sell the remaining retail notes to the trusts as
receivables are generated. During the first quarter of 1997, Case Credit
issued $830 million of asset-backed securities to outside investors, of which
$180 million was issued pursuant to a private Canadian placement. As of March
31, 1997, Case Credit had sold $502 million of U.S. and Canadian retail notes
to the trusts in connection with these issuances. The proceeds from the sale
of the retail notes were used to repay outstanding debt and to finance
additional receivables.
INTEREST RATE RISK MANAGEMENT
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7 and Note 7 to the Case Credit
Financial Statements in the Company's 1997 Annual Report on Form 10-K. There
has been no material change in the Company's market risk exposures that affect
the quantitative and qualitative disclosures as presented as of December 31,
1997.
9
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, 1998.
10
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 __________________________________
Robert A. Wegner Vice President
and Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory for Case
Credit Corporation)
Date: May 12, 1998
11
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBERS
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12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
12