<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 July 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_______ to _________
Commission File Number 0-12994
Nordstrom Credit, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Colorado 91-1181301
_______________________________ __________________
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
13531 East Caley, Englewood, Colorado 80111
____________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 303-397-4700
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
_____ _____
On September 7, 1999 Registrant had 10,000 shares of Common stock
($.50 par value) outstanding; all such shares are owned by Registrant's
parent, Nordstrom, Inc.
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.
page 1 of 9
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NORDSTROM CREDIT, INC.
----------------------
INDEX
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<TABLE>
<CAPTION>
Page
Number
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Statements of Earnings
Three and Six months ended July 31, 1999
and 1998 3
Balance Sheets
July 31, 1999 and 1998
and January 31, 1999 4
Statements of Cash Flows
Six months ended July 31, 1999
and 1998 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
</TABLE>
page 2 of 9
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NORDSTROM CREDIT, INC.
STATEMENTS OF EARNINGS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended July 31, Ended July 31,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Service charge income $23,639 $26,203 $48,503 $53,770
Rental income from
affiliates 334 322 668 643
-------- -------- -------- --------
Total revenue 23,973 26,525 49,171 54,413
Expenses:
Interest, net 6,609 8,132 13,233 16,245
Servicing and marketing
fees paid to Nordstrom
National Credit Bank 12,324 8,273 18,507 14,009
Other general and
administrative 470 371 748 729
-------- -------- -------- --------
Total expenses 19,403 16,776 32,488 30,983
-------- -------- -------- --------
Earnings before income taxes 4,570 9,749 16,683 23,430
Income taxes 1,600 3,542 6,000 8,514
-------- -------- -------- --------
Net earnings $ 2,970 $ 6,207 $10,683 $14,916
======== ======== ======== ========
Ratio of earnings
available for fixed
charges to fixed charges 1.69 2.20 2.26 2.44
======== ======== ======== ========
<FN>
These statements should be read in conjunction with the Notes to
Financial Statements contained herein.
</TABLE>
page 3 of 9
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NORDSTROM CREDIT, INC.
BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
July 31, January 31, July 31,
1999 1999 1998
(unaudited) (unaudited)
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
- ------
Cash and cash equivalents $ 87 $ 91 $ 83
Customer accounts receivable
net of holdback allowance
of $21,498, $24,543 and
$29,745 570,917 566,443 630,551
Other accounts receivable 55 2,709 56
Land, buildings and
equipment, net (at cost) 4,403 4,530 4,660
Deferred taxes and
other assets 9,476 10,705 14,285
-------- ----------- --------
$584,938 $584,478 $649,635
======== =========== ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
- ---------------------------------------------
Note payable to bank $ - $ - $ 50,000
Commercial paper - 78,784 73,377
Note payable to Nordstrom, Inc. 127,080 62,000 70,200
Accrued interest, taxes
and other 13,511 10,030 12,950
Long-term debt 303,350 303,350 303,350
-------- ----------- --------
Total liabilities 443,941 454,164 509,877
Investment of
Nordstrom, Inc. 140,997 130,314 139,758
-------- ----------- --------
$584,938 $584,478 $649,635
======== =========== ========
<FN>
These statements should be read in conjunction with the Notes to
Financial Statements contained herein.
</TABLE>
page 4 of 9
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NORDSTROM CREDIT, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months
Ended July 31,
----------------------
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 10,683 $ 14,916
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization 325 374
Change in:
Other accounts receivable 2,654 6,082
Other assets 1,032 (886)
Accrued interest, taxes and other 3,481 (11,980)
-------- --------
Net cash provided by operating activities 18,175 8,506
-------- --------
INVESTING ACTIVITIES:
(Increase) decrease in customer
accounts receivable, net (4,474) 5,869
Additions to property and
equipment, net (1) (6)
-------- --------
Net cash (used in) provided
by investing activities (4,475) 5,863
-------- --------
FINANCING ACTIVITIES:
Borrowings under note payable
to Nordstrom, Inc., net 65,080 70,200
Payments of commercial paper, net (78,784) (34,643)
Principal payments on long-term debt - (50,000)
-------- --------
Net cash used in financing activities (13,704) (14,443)
-------- --------
Net decrease in cash and cash equivalents (4) (74)
Cash and cash equivalents
at beginning of period 91 157
-------- --------
Cash and cash equivalents at end of period $ 87 $ 83
======== ========
<FN>
These statements should be read in conjunction with the Notes to
Financial Statements contained herein.
</TABLE>
page 5 of 9
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NORDSTROM CREDIT, INC.
NOTES TO FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 1 - Basis of Presentation
The balance sheets of Nordstrom Credit, Inc. (the "Company") as of
July 31, 1999 and 1998, and the related statements of earnings
and cash flows for the periods then ended, have been prepared from
the accounts without audit.
The financial information is applicable to interim periods and is not
necessarily indicative of the results to be expected for the year ending
January 31, 2000.
The financial statements should be read in conjunction with the Notes
to Financial Statements contained in the Nordstrom Credit, Inc. Annual
Report on Form 10-K for the year ended January 31, 1999.
In the opinion of management, the financial information includes all
adjustments (consisting only of normal, recurring adjustments) necessary
to present fairly the financial position of Nordstrom Credit, Inc. as of
July 31, 1999 and 1998, and the results of its operations and cash
flows for the periods then ended, in accordance with generally accepted
accounting principles applied on a consistent basis.
Note 2 - New Accounting Pronouncements
Financial Accounting Standards Board Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended, requires an entity to
recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. Adoption of this
standard, on February 1, 2001, is not expected to have a material impact on
the Company's financial statements.
Note 3 - Related Party Transactions
The Company owns an office building in Englewood, Colorado, and leases space
in the building to Nordstrom National Credit Bank ("the Bank") under a
month-to-month agreement. At July 31, 1999, monthly rent is $107. The
Company also owns property adjacent to the office building, on which
Nordstrom, Inc. ("Nordstrom") has located its data center. Commencing
February 1, 1999, monthly rent received from Nordstrom is $4.
Effective February 1, 1999, the Company pays a monthly marketing fee to the
Bank for its marketing efforts to increase customer accounts receivable
balances upon which the Company earns service charge income. The fee is
based on the amount of revenue generated by the Company's customer accounts
receivable.
page 6 of 9
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Service charge income decreased for the quarter and the six month period,
compared to the same periods in 1998, primarily due to a reduction in the
accounts receivable balances on which the Company earns service fees.
Interest expense decreased for the quarter and the six month period,
compared to the same periods in 1998, primarily due to lower levels of debt
outstanding and lower interest rates.
Servicing and marketing fees increased for the quarter and the six month
period, compared to the same periods in 1998, primarily due to the new
monthly marketing fee paid by the Company to the Bank for its marketing
efforts to increase customer accounts receivable balances, effective
February 1999.
The Company does not own any significant information technology systems or
related software. All significant systems utilized by the Company are owned
by its parent, Nordstrom and its affiliate, the Bank, which services the
customer accounts receivable of the Company. Therefore, the impact on the
Company of Year 2000 issues is primarily dependent on the Year 2000
compliance efforts of Nordstrom and the Bank.
Nordstrom and the Bank are taking steps to avoid potential negative
consequences of Year 2000 software non-compliance and presently believe that
any such non-compliance will not have a material effect on the Company's
business, results of operations, or financial condition. However, if
unforeseen difficulties arise or the modification, conversion and
replacement activities that Nordstrom and the Bank have undertaken are not
completed in a timely manner, the Company recognizes that it may be
negatively impacted by Year 2000 issues.
Nordstrom and the Bank are currently evaluating, replacing or upgrading the
computer systems they use to provide services to the Company in an effort to
make them Year 2000 compliant. While these remediation efforts are
essentially complete for Nordstrom's and the Bank's critical computer
systems, testing is on-going. Testing is being conducted based on
criticality. Non-information technology systems, such as microchips embedded
in elevators, are also being evaluated, replaced or upgraded as needed.
Although Nordstrom's and the Bank's respective assessments of Year 2000
compliance have been completed, reassessments are conducted on an ongoing
basis to provide reasonable assurance that all critical risks have been
identified and will be mitigated.
Nordstrom's cumulative Year 2000 expenses through July 31, 1999, were
approximately $15.4 million, including $1.2 million for the Bank. For the
quarter ended July 31, 1999, expenses incurred by Nordstrom were $1.0
million, including $0.05 million for the Bank. In order to meet Year 2000
compliance goals, Nordstrom and the Bank have redeployed existing resources.
While this reallocation of resources has resulted in the deferral of certain
information technology projects, the impact of those deferrals is not
Page 7 of 9
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont.)
material to the Company, Nordstrom or the Bank. The Company believes that
all necessary Year 2000 compliance work will be completed in a timely
fashion. However, there can be no guarantee that all systems will be
compliant by the year 2000, that the estimated cost of remediation will not
increase, or that the systems of other companies and government agencies on
which the Company relies will be compliant.
Since 1996, Nordstrom and the Bank have been communicating with vendors to
determine their state of readiness with regard to the Year 2000 issue. Based
on its assessment to date, the Company has no indication that any third
party is likely to experience Year 2000 non-compliance of a nature which
would have a material impact on the Company. However, the risk remains that
vendors or other third parties may not have accurately determined their
state of readiness, in which case such parties' lack of Year 2000 compliance
may have a material adverse effect on the Company's results of operations.
Nordstrom and the Bank will continue to monitor the Year 2000 compliance of
third parties with which they do business.
The Company believes the most likely worst-case scenarios that it might
confront with respect to Year 2000 issues have to do with the possible
failure of third party systems over which the Company has no control, such
as, but not limited to, power and telecommunications services. As of July
1999, Nordstrom and the Bank each have business resumption contingency plans
in place that address recovery from various kinds of disasters, including
recovery from significant interruption in conveyance of data within their
network information systems. Nordstrom and the Bank are using these plans
to assist in an on-going effort to develop, test and validate more specific
Year 2000 contingency plans.
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
(27.1) Financial Data Schedule is filed herein as an Exhibit.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which this
report is filed.
page 8 of 9
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SIGNATURES
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.
NORDSTROM CREDIT, INC.
(Registrant)
/s/ Michael A. Stein
------------------------------------------
Michael A. Stein
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: September 13, 1999
- ------------------------
page 9 of 9
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- -------------------------------------- ---------------------------
27.1 Financial Data Schedule Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JUL-31-1999
<CASH> 87
<SECURITIES> 0
<RECEIVABLES> 592,415
<ALLOWANCES> 21,498
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,403
<DEPRECIATION> 0
<TOTAL-ASSETS> 584,938
<CURRENT-LIABILITIES> 0
<BONDS> 303,350
0
0
<COMMON> 0
<OTHER-SE> 140,997
<TOTAL-LIABILITY-AND-EQUITY> 584,938
<SALES> 0
<TOTAL-REVENUES> 49,171
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 19,255
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,233
<INCOME-PRETAX> 16,683
<INCOME-TAX> 6,000
<INCOME-CONTINUING> 10,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,683
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
