WASHINGTON D.C. 20549
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FORM 10-Q
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X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended OCTOBER 31, 1995
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______ to _____
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Commission File Number 1-7797
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PHH CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-0551284
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
11333 McCormick Road, Hunt Valley, Maryland 21031
(Address of principal executive offices) (Zip Code)
(410) 771-3600
(Registrant's telephone number, including area code)
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 ____
Number of shares of PHH Corporation common stock outstanding on November 30,
1995 was 17,165,019.
-1-
Total number of pages - - 15
PHH CORPORATION
INDEX
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Page No.
PART I--FINANCIAL INFORMATION:
Item 1 - Financial Statements
Condensed Consolidated Statements of Income--Three
Months and Six Months Ended October 31, 1995
and 1994 3
Condensed Consolidated Balance Sheets --
October 31, 1995 and April 30, 1995 4
Condensed Consolidated Statements of Cash Flows--
Six Months Ended October 31, 1995 and 1994 5
Notes to Condensed Consolidated 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 11
Index to Exhibits 12
Signatures 15
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
PHH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands except per share data)
Three Months Ended Six Months Ended
October 31, October 31,
1995 1994 1995 1994
---- ---- ---- ----
Revenues:
Vehicle management services $ 334,291 $ 304,202 $ 668,053 $ 609,243
Real estate services 207,064 174,517 411,516 356,726
Mortgage banking services 48,415 31,418 92,058 64,476
--------- --------- ----------- -----------
589,770 510,137 1,171,627 1,030,445
-------- -------- --------- ---------
Operating expenses:
Depreciation on vehicles under
operating leases 230,908 213,726 462,396 426,237
Costs, including interest, of
carrying and reselling homes 171,489 145,555 347,032 302,191
Direct costs of mortgage banking
services 15,851 9,249 28,131 18,610
Interest 55,932 41,344 109,384 81,693
Selling, general and administrative 82,373 70,389 159,804 143,805
--------- --------- ---------- --------
556,553 480,263 1,106,747 972,536
-------- -------- --------- --------
Income before income taxes 33,217 29,874 64,880 57,909
Income taxes 13,653 12,262 27,015 23,782
--------- --------- --------- ---------
Net income $ 19,564 $ 17,612 $ 37,865 $ 34,127
========= ========= ========= =========
Net income per share $ 1.12 $ 1.01 $ 2.17 $ 1.96
========== ============ ========== ==========
See accompanying notes.
Item 1. Financial Statements (Continued).
PHH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
October 31, April 30,
1995 1995
(Unaudited)
ASSETS
Cash ................................................................................ $ 1,320 $ 3,412
Accounts receivable, less allowance for
doubtful accounts of $7,850 at October 31,
1995 and $6,689 at April 30, 1995 ............................................... 480,257 484,230
Carrying costs on homes under management ............................................ 51,146 45,260
Mortgage loans held for sale ........................................................ 781,869 712,247
Property and equipment, net ......................................................... 98,452 102,399
Unamortized goodwill ................................................................ 50,277 51,164
Other assets ........................................................................ 278,057 175,932
----------- -----------
1,741,378 1,574,644
----------- -----------
ASSETS UNDER MANAGEMENT PROGRAMS
Net investment in leases and leased vehicles ........................................ 3,042,049 3,017,231
Equity advances on homes ............................................................ 718,364 447,658
----------- -----------
3,760,413 3,464,889
----------- -----------
$ 5,501,791 $ 5,039,533
=========== ===========
LIABILITIES
Accounts payable and accrued expenses ............................................... $ 445,726 $ 458,438
Advances from clients and deferred revenue .......................................... 111,389 101,229
Other debt .......................................................................... 815,682 735,886
Deferred income taxes ............................................................... 144,330 124,400
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1,517,127 1,419,953
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LIABILITIES UNDER MANAGEMENT PROGRAMS ............................................... 3,410,848 3,079,629
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, authorized 3,000,000 shares ........................................ -- --
Common stock, no par value, authorized
50,000,000 shares; issued and outstanding 17,159,369 shares at October 31,
1995 and 16,890,212 shares at April 30, 1995 88,460 79,210
Cumulative foreign currency translation
adjustment ...................................................................... (18,535) (16,913)
Retained earnings ................................................................... 503,891 477,654
----------- -----------
573,816 539,951
----------- -----------
$ 5,501,791 $ 5,039,533
=========== ===========
See accompanying notes.
Item 1. Financial Statements (Continued).
PHH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended October 31,
(In thousands) 1995 1994
----------- -----------
Operating Activities:
Net income .................................................................. $ 37,865 $ 34,127
Adjustments to reconcile income to cash provided by operating activities:
Depreciation on vehicles under operating leases ...................... 462,396 426,237
Other depreciation and amortization .................................. 15,933 20,739
Amortization and write-down of
capitalized servicing rights ..................................... 13,813 9,466
Originated mortgage servicing rights ................................. (40,613) 0
Additions to deferred mortgage servicing fees ........................ (30,263) (20,313)
Deferred income taxes ................................................ 20,095 (894)
Changes in:
Accounts receivable ................................................ 2,112 74,172
Carrying costs on homes under management ........................... (5,888) (1,055)
Mortgage loans held for sale ....................................... (69,622) 110,060
Accounts payable and accrued expenses .............................. (13,907) (142,793)
Advances from clients and deferred revenue ......................... 10,205 6,405
All other operating activity ....................................... (41,517) (8,109)
----------- -----------
Cash provided by operating activities .............................. 360,609 508,042
----------- -----------
Investing Activities:
Investment in leases and leased vehicles ................................ (761,320) (720,692)
Repayment of investment in leases and leased vehicles ................... 271,379 272,591
Value of homes acquired ................................................. (2,695,199) (2,270,696)
Value of homes sold ..................................................... 2,427,642 2,235,630
Purchases of mortgage servicing rights .................................. (7,718) (10,316)
Additions to property and equipment, net of dispositions ................ (8,913) (12,379)
All other investing activities .......................................... (2,913) (1,302)
----------- -----------
Cash used in investing activities .................................. (777,042) (507,164)
----------- -----------
Financing Activities:
Net change in borrowings with terms of less than 90 days ................ 431,999 (111,017)
Proceeds from issuance of other borrowings .............................. 748,915 738,660
Principal payment on other borrowings ................................... (765,534) (598,320)
Stock option plan transactions .......................................... 9,250 2,591
Repurchases of common shares ............................................ 0 (8,019)
Payment of dividends .................................................... (11,628) (11,048)
----------- -----------
Cash provided by financing activities .............................. 413,002 12,847
----------- -----------
Effect of exchange rate changes on cash ..................................... 1,339 (6,347)
----------- -----------
Decrease/increase in cash ................................................... (2,092) 7,378
Cash at beginning of period ................................................. 3,412 25
----------- -----------
Cash at end of period ....................................................... $ 1,320 $ 7,403
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest .................................................. $ 135,516 $ 95,494
=========== ===========
Cash paid for income taxes .............................................. $ 4,667 $ 18,443
=========== ===========
See accompanying notes
PHH CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements included in this Form 10-Q reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the results of operations for the periods presented. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.
For further information, refer to the consolidated financial statements and
footnotes included in the Company's annual report included as part of Form 10-K
for the year ended April 30, 1995.
Net Income Per Share
Net income per share is computed on the basis of the weighted average number of
shares of common stock outstanding during each period and common stock
equivalents arising from the assumed exercise of outstanding stock options under
the treasury stock method. See Exhibit 11 to this Form 10-Q which details the
computation of net income per share.
Reclassifications
Certain reclassifications have been made to the prior year's condensed
consolidated financial statements for comparative purposes.
CONTINGENT LIABILITIES
The Company and its subsidiaries are involved in pending litigation of the usual
character incidental to the business transacted by them. In the opinion of
management, such litigation will not have a material effect on the Company's
consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PHH CORPORATION AND SUBSIDIARIES
RESULTS OF OPERATIONS - Six Months Ended October 31, 1995 vs. October 31, 1994
All comparisons within the following discussion are to the same period of the
previous year, unless otherwise stated.
Both consolidated net income and net income per share for the second quarter of
fiscal 1996 increased 11 percent to $19.6 million and $1.12, respectively. For
the first six months, both consolidated net income and net income per share
increased 11 percent to $37.9 million and $2.17, respectively. The increases
were due to increases in the Company's mortgage banking services business
segment and, to a much lesser extent, its real estate services business segment.
Results for the vehicle management services business segment were unchanged for
the second quarter and decreased for the first six months of fiscal 1996.
Consolidated revenues increased 16 percent to $590 million and 14 percent
to $1.2 billion for the second quarter and the first six months of fiscal 1996,
respectively.
The Company's effective tax rate was 41.6 percent for the first six months of
fiscal 1996 as compared to 41.1 percent for the same period a year ago.
The Company incurs and pays certain costs on behalf of its clients which include
payments to third parties as a component of its service delivery. These direct
costs are billed to clients and recognized as both revenue and expense.
Additionally, certain other direct costs represent depreciation on vehicles
under operating leases and amortization of mortgage servicing fees. Management
analyzes its business results in terms of net revenues and total operating
expenses. Net revenues, as defined by the Company, include revenues earned
reduced by the direct costs described above, and by related interest required to
fund assets. Operating expenses are all other costs incurred in delivering
services to clients.
Three Months Ended Six Months Ended
October 31, October 31,
Operating Income (in thousands) 1995 1994 1995 1994
------------------------------- ---- ---- ---- ----
Net revenues $ 147,085 $ 127,795 $ 287,812 $ 256,315
Operating expenses 113,868 97,921 222,932 198,406
------- -------- ------- -------
Total operating income $ 33,217 $ 29,874 $ 64,880 $ 57,909
======== ======== ======== ========
Vehicle Management Services
Vehicle management services are primarily offered to corporations and government
agencies to assist them in effectively managing their vehicle fleet costs,
reducing in-house administrative costs and enhancing driver productivity.
Asset-based services generally require an investment by the Company and include
new vehicle purchasing, open- and closed-end leasing, and used vehicle
marketing. Fee-based services include maintenance management programs, expense
reporting, fuel management programs, accident and safety programs and other
driver services which generate recurring fee transactions for managing various
aspects of clients' vehicle fleets.
Three Months Ended Six Months Ended
October 31, October 31,
Operating Income (in thousands) 1995 1994 1995 1994
------------------------------- ---- ---- ---- ----
Net revenues:
Asset-based $ 31,901 $ 32,020 $ 64,959 $ 64,851
Fee-based 28,551 25,293 56,904 51,420
------ ------ -------- --------
Total net revenues 60,452 57,313 121,863 116,271
Operating expenses 49,103 46,001 99,485 92,376
------ ------ -------- --------
Operating income $ 11,349 $ 11,312 $ 22,378 $ 23,895
====== ====== ======== ========
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
PHH CORPORATION AND SUBSIDIARIES
Net revenues for vehicle management services represents revenues earned and
billed to clients, reduced by depreciation on vehicles under operating leases
and related interest. Total net revenues for this segment increased five percent
for both the second quarter and first six months of fiscal 1996.
Net revenues derived from asset-based products remained essentially unchanged
for both the second quarter and first six months of fiscal 1996. Increases in
management fees per vehicle, resulting from a higher average cost of vehicles
managed and increases in manufacturers incentives due to increase in vehicle
purchases, were offset by the anticipated reduction in domestic volume of
remarketed vehicles under closed-end operating leases.
Net revenues derived from fee-based services increased 13 percent and 11 percent
for the second quarter and first six months, respectively. The increases were
due to growth in fuel management programs, reflecting increased market
penetration in the U.S. and U.K. and increased fuel prices in the U.K., as well
as growth in accident management programs and other driver services, primarily
in the U.K.
Vehicle management services operating income was essentially unchanged for the
second quarter of fiscal 1996 and decreased six percent for the first six
months. The increase in net revenues discussed above was offset by an increase
in operating expenses. Cost increases were primarily due to higher operating
expenses related to volume increases in fee-based services.
The Company's profitability from vehicle management services is affected by the
number of vehicles managed and related services provided for clients. Therefore,
profitability can be negatively affected by the general economy as corporate
clients exercise a higher degree of fiscal caution by decreasing the size of
their vehicle fleets or by extending the service period of existing fleet
vehicles. Conversely, operating results are positively affected as clients
increasingly choose to outsource their vehicle management service operations.
Results can also be enhanced as the Company expands into new markets, increases
its product diversity, broadens its client base and continues its productivity
and quality improvement efforts.
Real Estate Services
Real estate services primarily consist of the purchase, management and resale of
homes for transferred employees of corporate clients, government agencies and
members of affinity group clients. Asset-based services are defined as
relocation services involving the purchase and resale of a home. Fee-based
services include assistance in selecting homes in destination locations,
marketing homes, moving household goods, property disposition services to
financial institutions and other consulting services.
Three Months Ended Six Months Ended
October 31, October 31,
Operating Income (in thousands) 1995 1994 1995 1994
------------------------------- ---- ---- ---- ----
Net revenues:
Asset-based $ 31,890 $ 29,018 $ 59,226 $ 54,854
Fee-based 23,450 20,417 44,384 39,764
------ ------ -------- --------
Total net revenues 55,340 49,435 103,610 94,618
Operating expenses 43,955 38,356 85,442 76,664
------ ------ -------- --------
Operating income $ 11,385 $ 11,079 $ 18,168 $ 17,954
====== ====== ======== ========
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
PHH CORPORATION AND SUBSIDIARIES
Real estate services net revenues are those earned and billed to clients,
reduced by direct costs paid on behalf of clients and related interest. Total
real estate services net revenues increased 12 percent and 10 percent for the
second quarter and first six months of fiscal 1996, respectively.
Asset-based net revenues increased 10 percent and 8 percent for the second
quarter and first six months of fiscal 1996, respectively. The increases reflect
an increase in the number of transferee homes sold and the product mix of homes
sold as compared to that of the prior year reflecting higher volume of higher
margin services. The increase was partially offset by lower margin, lower priced
services.
Fee-based net revenues increased 15 percent and 12 percent for the second
quarter and first six months of fiscal 1996, respectively, primarily due to
increased levels of residential properties managed for financial institutions
and to more household goods moves, partially offset by lower volume from the
government sector in Canada.
Real estate services operating income increased three percent and one percent
for the second quarter and first six months of fiscal 1996, respectively. The
increases in net revenues described above were partially offset by increased
costs in support of volume growth in fee-based services.
The Company is generally not at risk on its carrying value of homes should there
be a downturn in the housing market. Management anticipates its clients will
continue to reassess their relocation plans as part of cost control measures,
authorizing fewer home purchase transactions while utilizing a greater portion
of fee-based real estate services. Additionally, management anticipates
continued margin pressure in relocation activity in the U.S. and Canada,
especially in the government sector. At the same time, operating results may be
affected positively as clients increasingly choose to outsource their real
estate services and as the Company expands into new markets, enhances its
product diversity, broadens its client base and continues its productivity and
quality improvement efforts.
Mortgage Banking Services
Mortgage banking services primarily consist of the origination, sale and
servicing of residential first mortgage loans. The Company markets a variety of
first mortgage products to consumers through relationships with corporations,
affinity groups, government agencies, credit unions, real estate brokerage
firms, banks and other mortgage brokers.
Three Months Ended Six Months Ended
October 31, October 31,
Operating Income (in thousands) 1995 1994 1995 1994
------------------------------- ---- ---- ---- ----
Net revenues:
Loan production $ 17,836 $ (3,228) $ 33,128 $ 2,022
Servicing fees 13,457 12,917 25,825 25,465
Gain on sale of servicing rights - 11,358 3,386 17,939
--------- ------ ------- ------
Total net revenues 31,293 21,047 62,339 45,426
Operating expenses 20,810 13,564 38,005 29,366
------ ------ ------ ------
Operating income $ 10,483 $ 7,483 $ 24,334 $ 16,060
====== ======= ====== ======
Mortgage banking services net revenues, measured as revenues earned reduced by
direct costs for amortization and payments to third-party service providers,
increased 49 percent for the second quarter and 37 percent for the first six
months of fiscal 1996. The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 122, "Accounting for Mortgage Servicing Rights," in the
first quarter of fiscal 1996. Application of this statement resulted in the
Company capitalizing originated mortgage servicing rights, net of related
amortization and valuation allowances, of $21.7 million for the second quarter
and $37.9 million for the first six months of fiscal 1996, which is included in
net revenues earned from loan production.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
PHH CORPORATION AND SUBSIDIARIES
Mortgage loan closings increased from $.9 billion to $2.1 billion (139 percent)
for the second quarter and from $2.1 billion to $3.6 billion (73 percent) for
the first six months of fiscal 1996. This was a result of increased market share
due primarily to expanded relationships with affinity groups which increased
$337 million in the quarter and $455 million for the first six months, and
credit unions which increased $259 million in the quarter and $339 million for
the first six months. Also, refinancing volume due to reduced mortgage interest
rates increased $450 million in the quarter, and $496 million for the first six
months. Net servicing fee revenue increased four percent in the second quarter
and one percent for the first six months of fiscal 1996 due to growth of the
average servicing portfolio, primarily in the second quarter. The servicing
portfolio balance at October 31, 1995, was $18.6 billion as compared to $17.2
billion a year ago. The gain on sale of servicing rights decreased due to a
lower level of servicing rights sales in the first six months of fiscal 1996
compared to the same period a year ago.
Mortgage banking services operating income increased 40 percent for the second
quarter and 52 percent for the first six months of fiscal 1996. The increase was
due to higher net revenues associated with the capitalization of originated
mortgage servicing rights which was $21.7 million and $37.9 million for the
second quarter and the first six months, respectively as described above. This
revenue was partially offset by a significant reduction in the gain on sale of
servicing rights which decreased $11.4 million the second quarter and $14.5
million in the first six months. Operating expenses increased for both the
second quarter and the first six months in support of volume increases of
mortgage loans produced.
The Company's profitability from mortgage banking services will be affected by
such external factors as capacity within the industry, the level of interest
rates, the strength of the economy, and the related condition of residential
real estate markets. The Company's broad-based marketing strategies, including
further penetration of existing affinity group and credit union clients, signing
new clients, and maintaining its system of delivering mortgages in a
cost-efficient manner, should positively affect operating results in the future.
FINANCIAL CONDITION
The Company maintains adequate committed credit facilities to support future
requirements. As of October 31, 1995, the Company had outstanding $3,411 million
of debt for "Assets Under Management Programs". Repayment of outstanding
principal balances is funded from client lease payments, repayment of equity
advances under home relocation and real estate management contracts, and the
sale or transfer of certain assets to third parties. Lease repayments totaled
$734 million for the first six months of fiscal 1996, while repayments of equity
advances on homes were $962 million.
PART II--OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
PHH CORPORATION AND SUBSIDIARIES
(a) Exhibit (11) - Schedule containing information used in the computation
of net income per share.
(b) Exhibit (12) - Schedule containing information used in the computation
of the ratio of earnings to fixed charges.
PHH CORPORATION AND SUBSIDIARIES
Index to Exhibits
-----------------
Exhibit No. Page No.
Exhibit (11) - Schedule containing information used in
the computation of net income per share 13
Exhibit (12) - Schedule containing information used in the
computation of the ratio of earnings to fixed charges 14