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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 March 31, 1999
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: (414) 636-6011
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of Each Class on which registered
------------------- -------------------
6 1/8% Notes due October 15, 2001 New York
Floating-Rate Notes due January 21, 2000 New York
Securities registered pursuant to Section 12(g) of the Act: None
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 April
30, 1999, all of which are owned by Case 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
Case Credit Corporation and Consolidated 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................................. 12
- --------
* 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 CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(In millions)
(Unaudited)
Three Months
Ended March 31,
---------------
1999 1998
------- -------
Revenues:
Finance income earned on retail and other notes and finance
leases...................................................... $ 40 $ 30
Lease income on operating leases............................. 23 11
Net gain on retail notes sold................................ 17 20
Securitization and servicing fee income...................... 12 9
Interest income from Case Corporation........................ 11 5
Other income................................................. 6 1
------- -------
Total revenues........................................... 109 76
Expenses:
Interest expense............................................. 45 29
Operating expenses:
Depreciation of equipment on operating leases.............. 16 7
Fees charged by Case Corporation........................... 8 6
Administrative and operating expenses...................... 4 3
Provision for credit losses................................ 4 1
Other...................................................... 1 --
------- -------
Total operating expenses................................. 33 17
------- -------
Total expenses........................................... 78 46
------- -------
Income before taxes............................................ 31 30
Income tax provision........................................... 11 11
------- -------
Net income..................................................... $ 20 $ 19
======= =======
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
(In millions, except share data)
(Unaudited)
March 31, December 31,
1999 1998
--------- ------------
ASSETS
Cash and cash equivalents............................... $ 28 $ 35
Retail and other notes and finance leases............... 2,454 2,216
Due from Trusts......................................... 296 289
------ ------
Total receivables................................... 2,750 2,505
Allowance for credit losses............................. (32) (29)
------ ------
Total receivables--net.............................. 2,718 2,476
Affiliated receivables.................................. 4 51
Equipment on operating leases, at cost.................. 571 531
Accumulated depreciation................................ (76) (63)
------ ------
Net equipment on operating leases................... 495 468
Property and equipment, at cost......................... 5 5
Accumulated depreciation................................ (2) (2)
------ ------
Net property and equipment.......................... 3 3
Other assets............................................ 276 227
------ ------
Total............................................... $3,524 $3,260
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt......................................... $ 256 $ 550
Accounts payable and other accrued liabilities.......... 159 124
Deposits withheld from dealers.......................... 15 17
Long-term debt.......................................... 2,610 2,108
------ ------
Total liabilities................................... 3,040 2,799
------ ------
Minority interest....................................... 2 2
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding............................... -- --
Paid-in capital....................................... 269 269
Accumulated other comprehensive income................ (21) (24)
Retained earnings..................................... 234 214
------ ------
Total stockholders equity........................... 482 459
------ ------
Total............................................... $3,524 $3,260
====== ======
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(In millions)
(Unaudited)
Three
Months
Ended
March 31,
---------
1999 1998
----- -----
Operating activities:
Net income..................................................... $ 20 $ 19
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Depreciation and amortization................................ 16 9
Net gain on retail notes sold................................ (17) (20)
Changes in components of working capital:
(Increase) decrease in other assets........................ (2) (30)
Increase (decrease) in accounts payable and other accrued
liabilities............................................... 33 (46)
Other, net................................................. 5 2
----- -----
Net cash provided (used) by operating activities......... 55 (66)
----- -----
Investing activities:
Cost of receivables acquired................................... (779) (665)
Proceeds from sales of receivables............................. 422 415
Collections of receivables..................................... 179 326
Purchase of equipment on operating leases...................... (42) (36)
Increase in investments in other assets.................. (47) (30)
----- -----
Net cash provided (used) by investing activities......... (267) 10
----- -----
Financing activities:
Proceeds from the issuance of long-term debt................... 491 279
Net decrease in short-term debt and revolving credit
facilities.................................................... (286) (263)
----- -----
Net cash provided (used) by financing activities......... 205 16
----- -----
Decrease in cash and cash equivalents............................ (7) (40)
Cash and cash equivalents, beginning of period................... 35 67
----- -----
Cash and cash equivalents, end of period......................... $ 28 $ 27
===== =====
Cash paid during the period for interest......................... $ 31 $ 37
===== =====
Cash paid during the period for taxes............................ $ 7 $ 14
===== =====
The accompanying notes to financial statements are an integral part of
these Statements of Cash Flows.
5
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(In millions)
(Unaudited)
Accumulated
Other
Common Paid-in Retained Comprehensive Comprehensive
Stock Capital Earnings Income Total Income
------ ------- -------- ------------- ----- -------------
Balance, December 31, 1997....................................... $-- $244 $129 $(16) $357
Comprehensive income:
Net income..................................................... -- -- 85 -- 85 $85
Translation adjustment......................................... -- -- -- (8) (8) (8)
---
Total........................................................ $77
===
Capital contribution from Case Capital........................... -- 25 -- -- 25
---- ---- ---- ---- ----
Balance, December 31, 1998....................................... -- 269 214 (24) 459
Comprehensive income:
Net income..................................................... -- -- 20 -- 20 $20
Translation adjustment......................................... -- -- -- 3 3 3
---- ---- ---- ---- ---- ---
Total........................................................ $23
===
Balance, March 31, 1999.......................................... $-- $269 $234 $(21) $482
- --------------------------------------------------
==== ==== ==== ==== ====
The accompanying notes to financial statements are an integral part of these
Statements of Changes in Stockholder's Equity.
6
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in
consolidation.
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, 1999, 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 1998 Annual Report on Form 10-K
for the year ended December 31, 1998. 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 1999 presentation.
(2) Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement must be adopted no later than January 1, 2000, although earlier
application is permitted. The Company is currently evaluating the impact of
adopting SFAS No. 133.
Effective January 1, 1999, the Company adopted Statement of Position
("SOP") No. 98-5, "Reporting on the Costs of Start-Up Activities." The
Company's accounting for the costs of start-up activities is consistent with
the guidelines established in the SOP and, as a result, the adoption of this
statement had no effect on the Company's financial position or results of
operations.
(3) Asset-Backed Securitizations
During the first quarter of 1999, limited-purpose business trusts organized
by Case Credit issued $760 million of asset-backed securities to outside
investors. As of March 31, 1999, Case Credit had sold $400 million of retail
notes to the trusts in connection with these issuances. 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 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 1999, Case Credit issued an aggregate of $250
million of its medium-term notes pursuant to its $1 billion shelf registration
statement filed with the Securities and Exchange Commission in May 1998. These
fixed-rate notes have maturities that range between 2 and 3 years and bear
interest between 5.85% and 6.15%. The net proceeds from these issuances were
used to fund Case Credit's growth initiatives and for other corporate
purposes, including the repayment of short-term indebtedness.
During the first quarter of 1999, Case Credit's Canadian subsidiary, Case
Credit Ltd, issued C$200 million of its medium-term notes pursuant to a short-
form prospectus and prospectus supplement filed with the Canadian
7
Securities Administrators in the fourth quarter of 1998. These notes mature in
June 2001 and bear interest at 6.3%. The net proceeds from this issuance were
used to fund Case Credit Ltd's growth initiatives and for other corporate
purposes, including the repayment of short-term indebtedness.
During the first quarter of 1999, Case Credit Australia Pty Ltd issued
A$175 million of its medium-term notes pursuant to its medium-term note
program. These notes have maturities that range from twenty-four to thirty
months and bear interest based on BBSW for the floating rate notes, and 5.75%
for the fixed rate notes. The net proceeds from this issuance were used to
fund Case Credit Australia Pty Ltd's growth initiatives and for other
corporate purposes, including the repayment of short-term indebtedness.
(5) Income Taxes
On a consolidated basis, the Company's 1999 first quarter effective tax
rate of 35% was equal to the U.S. statutory rate. The Company's 1998 first
quarter effective tax rate of 37% was higher than the U.S. statutory rate
primarily due to state income taxes and foreign income taxed at different
rates.
(6) Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists solely of cumulative
translation adjustment as of March 31, 1999 and December 31, 1998, as follows
(in millions):
March 31, December 31,
1999 1998
--------- ------------
Cumulative translation adjustment................ $(21) $(24)
==== ====
(7) Subsequent Events
On May 5, 1999, the Company issued an aggregate of $125 million of its
medium-term notes pursuant to its registration statement filed with the
Securities and Exchange Commission in January 1999. These floating-rate notes
bear interest based on LIBOR (with an initial interest rate of 5.2%) and
mature on May 5, 2000. The net proceeds from this issuance were used to fund
Case Credit's growth initiatives and for other corporate purposes, including
the repayment of short-term indebtedness.
8
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 vs. Three Months Ended March 31, 1998
Net Income
Net income for the first quarter of 1999 was $20 million as compared to $19
million for the first quarter of 1998 primarily due to higher finance income
earned on retail notes and finance leases and increased operating lease
income. These increases were partially offset by an increase in the Company's
credit loss provision as a result of the significant growth in Case Credit's
serviced portfolio. In addition, 1999 first quarter operating results reflect
increased interest expense due to higher average on-balance-sheet receivables
and increased equipment on operating leases and higher operating expenses in
support of Case Capital's growth initiatives including increased depreciation
expense for equipment on operating leases and support of Case Capital's growth
initiatives.
Revenues
Case Credit reported total revenues of $109 million for the first quarter
of 1999, up $33 million from prior year levels. Finance income earned on
retail and other notes and finance leases increased to $40 million in the
first three months of 1999 as compared to $30 million for the same period in
1998, primarily due to increased levels of on-balance-sheet receivables. In
addition, operating lease income increased $12 million to a total of $23
million for the first quarter of 1999, reflecting the growth in Case Credit's
operating lease portfolio.
Expenses
Interest expense for the first three months of 1999 was $45 million, up $16
million from the $29 million reported in the first three months of 1998. The
increase in interest expense resulted from higher average debt levels during
the first quarter of 1999 as compared to the first quarter of 1998, primarily
due to the growth in Case Credit's on-balance-sheet receivables and increased
equipment on operating leases.
Operating expenses increased $16 million to a total of $33 million in the
first quarter of 1999 as compared to the first quarter of 1998. This increase
primarily resulted from a $9 million increase in depreciation expense for
equipment on operating leases relating to the Company's larger operating lease
portfolio, and a $3 million increase in Case Credit's loss provision as a
result of a higher loss-to-liquidation ratio during the first quarter of 1999,
combined with the significant growth in Case Credit's serviced portfolio.
Serviced Portfolio
During the first quarter of 1999, Case Credit's serviced portfolio of
receivables increased 32% over the same time last year to a record $7.0
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 originated
in the first quarter of 1999 increased 16% for a total of $1 billion versus
the same period in 1998.
During the first quarter of 1999, limited-purpose business trusts organized
by Case Credit issued $760 million of asset-backed securities to outside
investors. As of March 31, 1999, Case Credit had sold $400 million of retail
notes to the trusts in connection with these issuances. 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 proceeds from the sale of
retail notes were used to repay outstanding debt and to finance additional
receivables.
9
Year 2000
As used in this "Year 2000" disclosure, the "Company," or "Case" refers to
Case Corporation and its consolidated subsidiaries, including Case Credit
Corporation and its subsidiaries ("Case Credit"). In addition, all references
to Case Industrial reflect the consolidation of all majority-owned
subsidiaries, excluding Case Credit.
Case Corporation understands that it is important to our customers and
stakeholders that Case's products, services and internal systems are not
adversely affected by the Year 2000. Case has implemented procedures that it
deems necessary to safeguard the Company from computer-related issues
associated with adverse effects as a result of improperly recognizing the
millennial date change. These procedures include, where necessary, the
inventorying/assessing, planning, constructing/testing, and
implementing/certifying of critical internal-use hardware and software
systems, as well as other embedded systems in the Company's manufacturing
plants, other buildings, equipment and other infrastructure. The Company
believes that these procedures will adequately address both the information
technology and non-information technology aspects of our business. Based upon
its review and efforts to date, the Company believes that future external and
internal costs to be incurred for the modification of internal-use software to
address Year 2000 issues will not have a material adverse effect on Case's
financial position, cash flows or results of operations.
The Company believes, based upon its review and efforts to date, that
external and internal remediation costs to be incurred for the modification of
internal-use software to address Year 2000 issues will, in the aggregate,
approximate $45 million to $50 million. As Case Industrial and Case Credit
share many technology resources and internal-use systems, all the remediation
costs to address Year 2000 issues will be borne by Case Industrial. As of
March 31, 1999, Case Industrial has incurred approximately $27 million of
costs for Year 2000 remediation, and the Company currently anticipates that
remaining Year 2000 remediation costs will approximate $17 million for the
balance of 1999 and $3 million in 2000. These cost estimates include the costs
of external contractors, non-capitalizable purchases of software and hardware,
and the direct cost of internal employees working on Year 2000 projects. Case
maintains a process that tracks the cost and time of external contractors.
However, the Company does not separately track its own internal costs incurred
for the Year 2000 project. Internal costs are compiled principally from the
related payroll records for those personnel directly working on the Year 2000
effort. The Company's cost estimate does not include the cost of implementing
contingency plans, which are in the process of being developed, and also does
not include any potential litigation or warranty costs related to Year 2000
issues if the Company's remediation efforts are not successful.
Case has also undertaken a program to alert its suppliers and dealers of
Year 2000 issues. Based on its contacts with suppliers and dealers, the
Company believes that a majority of our most important suppliers are Year 2000
compliant, and the Company anticipates that most of its dealers will be Year
2000 compliant by mid-1999. Case will continue to work with its remaining
suppliers and its dealers throughout 1999 to secure Year 2000 compliance by
December 31, 1999. Based on third-party representations and internal testing,
and subject to the Company's ongoing compliance efforts, the costs and
uncertainties relating to timely resolution of Year 2000 issues applicable to
the Company's business and operations are not reasonably expected by the
Company to have a material adverse effect on Case's financial position, cash
flows or results of operations. For those suppliers and dealers that have not
adequately responded to our Year 2000 concerns, we are following-up to
ultimately achieve an acceptable level of compliance within our supply chain.
As there can be no assurance that an acceptable level of Year 2000 compliance
will be achieved, Case is in the process of developing contingency plans to
address potential issues.
Case has completed all steps with regard to Year 2000 compliance that it
considers necessary regarding its agricultural and construction equipment and,
as a result, the Company has no information to suggest that its agricultural
and construction equipment is not Year 2000 compliant. The Company believes,
based on its review and testing, that products purchased from Case will
accurately determine chronological dates and accurately perform all
calculations and data manipulations based upon such dates.
10
Based upon Case's review and efforts to date, the Company currently
anticipates completion of critical Year 2000 compliance issues by mid-1999,
and the Company plans to continue integration testing throughout the balance
of 1999. If Case's Year 2000 compliance efforts, as well as the efforts of the
Company's suppliers and dealers, individually and in the aggregate, are not
successful, it could have a material adverse effect on the Company's financial
position, cash flows and results of operations. Factors that could cause
actual results to differ include unanticipated supplier or dealer failures,
disruption of utilities, transportation or telecommunications breakdowns,
foreign or domestic governmental failures, as well as unanticipated failures
on our part to address Year 2000 related issues. The Company's most reasonably
likely worst case scenario in light of these risks would involve a potential
loss in sales resulting from order, production and shipping delays throughout
the Company's supply chain caused by Year 2000 related disruptions. The degree
of sales loss impact would depend on the severity of the disruption, the time
required to correct it, whether the sales loss was temporary or permanent, and
the degree to which our primary competitors were also impacted by the
disruption. The Company is in the process of developing Year 2000 contingency
plans that will be designed to mitigate the impact on the Company in the event
that its Year 2000 compliance efforts are not successful. The targeted
completion date for the Company's contingency planning is mid-1999. Case's
contingency plans may include the use of alternative systems and non-
computerized approaches to our business including manual procedures for
machine operation, collecting and reporting of information, as well as
alternative sources of supply. At this time, the Company has not determined
whether it will be necessary to stockpile inventory or supplies as part of its
contingency planning.
The information included in this "Year 2000" section represents forward-
looking statements and involves risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements.
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 8 to the Case Credit
Financial Statements in the Companys 1998 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,
1998.
11
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.
In a Current Report filed on Form 8-K dated January 26, 1999, the Company
reported the issuance of a press release disclosing, among other things, 1998
financial results.
12
SIGNATURE
Pursuant to the requirements of the Securities 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/ Robert A. Wegner
_____________________________________
Robert A. Wegner
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer andAuthorized
Signatory for Case Credit
Corporation).
Date: May 12, 1999
13
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibit Numbers
------- ---------------------- ----------
4(a) Resolutions of the Board of Directors of Case Credit
Corporation authorizing the public offering of debt
securities of Case Credit Corporation in an aggregate
principal amount of up to $800,000,000.
4(b) Form of Medium-Term Note, Series C (Fixed Rate) due from
9 months to 30 years from the date of issue.
4(c) Form of Medium-Term Note, Series C (Floating Rate) due
from 9 months to 30 years from the date of issue.
4(d) Action of Authorized Officers of Case Credit Corporation,
dated April 21, 1999, establishing the Medium-Term Notes,
Series C.
4(e) Officers Certificate and Company Order of Case Credit
Corporation, dated April 21, 1999, related to the Medium-
Term Notes, Series C.
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
14