SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
(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
For the transition period from to
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Commission file number 1-7155
THE DUN & BRADSTREET CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3998945
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(State of Incorporation) (I.R.S. Employer Identification No.)
One Diamond Hill Road, Murray Hill, NJ 07974
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 665-5000
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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:
Title of Class Shares Outstanding
Common Stock, at March 31, 1999
par value $.01 per share 164,051,498
<PAGE>
THE DUN & BRADSTREET CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
<TABLE>
<CAPTION>
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 1999 and 1998 3
Consolidated Balance Sheets (Unaudited)
March 31, 1999 and December 31, 1998 4
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 1999 and 1998 5
Notes to Consolidated Financial Statements (Unaudited) 6-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 6. Exhibits and Reports on Form 8-K 19-20
SIGNATURES 21
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Consolidated Statements of Operations (unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------------------
Amounts in millions, except per share data 1999 1998
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<S> <C> <C>
Operating Revenues $ 490.9 $ 471.1
- - --------------------------------------------------------------------- --------------- --------------
Operating Costs:
Operating Costs 146.1 144.1
Selling and Administrative Expenses 204.8 198.2
Depreciation and Amortization 35.4 35.5
Reorganization Costs - 0.5
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Operating Costs 386.3 378.3
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Operating Income 104.6 92.8
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Non-Operating Income (Expense) - Net:
Interest Income 0.5 0.9
Interest Expense (0.8) (7.4)
Minority Interest Expense (5.6) (5.6)
Other Expense - Net (0.5) (0.8)
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Non-Operating Income (Expense) - Net (6.4) (12.9)
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Income from Continuing Operations before Provision for
Income Taxes 98.2 79.9
Provision for Income Taxes 37.8 28.4
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Income from Continuing Operations 60.4 51.5
Income from Discontinued Operations, Net of Income Taxes
of $8.0 in 1998 - 12.0
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Net Income $ 60.4 $ 63.5
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Basic Earnings Per Share of Common Stock:
Continuing Operations $ 0.37 $ 0.30
Discontinued Operations - 0.07
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Basic Earnings Per Share of Common Stock $ 0.37 $ 0.37
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Diluted Earnings Per Share of Common Stock:
Continuing Operations $ 0.36 $ 0.30
Discontinued Operations - 0.07
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Diluted Earnings Per Share of Common Stock $ 0.36 $ 0.37
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Dividends Paid Per Share of Common Stock $ 0.185 $ 0.220
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Weighted Average Number of Shares Outstanding:
Basic 165.1 171.2
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Diluted 167.9 174.3
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<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
March 31, December 31,
Dollar amounts in millions, except per share data 1999 1998
- - --------------------------------------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Assets
Current Assets
Cash and Cash Equivalents $ 70.9 $ 90.6
Accounts Receivable---Net of Allowance of $43.1 in 1999 and $39.0 in 1998 518.2 445.2
Other Current Assets 212.3 228.2
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Total Current Assets 801.4 764.0
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Non-Current Assets
Property, Plant and Equipment 293.0 298.3
Prepaid Pension Costs 232.9 224.3
Computer Software 146.4 148.6
Goodwill 179.0 191.8
Other Non-Current Assets 168.6 162.2
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Total Non-Current Assets 1,019.9 1,025.2
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Total Assets $ 1,821.3 $ 1,789.2
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Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable $ 64.3 $ 36.9
Accrued Income Taxes 366.4 326.3
Other Accrued and Current Liabilities 408.4 529.9
Unearned Subscription Income 535.6 459.6
------------------ ------------------
Total Current Liabilities 1,374.7 1,352.7
Pension and Postretirement Benefits 373.3 372.7
Other Non-Current Liabilities 139.2 133.1
Contingencies (Note 5)
Minority Interest 302.0 301.7
Shareholders' Equity
Preferred Stock, authorized---10,000,000 shares;
$.01 par value per share--- outstanding---none
Series Common Stock, authorized---10,000,000 shares;
$.01 par value per share--- outstanding---none
Common Stock, authorized---400,000,000 shares;
$.01 par value per share---1999 and 1998, issued---171,451,136 shares 1.7 1.7
Capital Surplus 239.5 251.1
Retained Earnings (180.9) (240.9)
Treasury Stock, at cost, 7,399,638 and 6,396,924 shares
for 1999 and 1998, respectively
(215.1) (168.1)
Cumulative Translation Adjustment (168.5) (170.2)
Minimum Pension Liability (44.6) (44.6)
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Total Shareholders' Equity (367.9) (371.0)
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Total Liabilities and Shareholders' Equity $ 1,821.3 $ 1,789.2
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<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Consolidated Statements of Cash Flows
<CAPTION>
Quarter Ended
March 31,
Dollar amounts in millions 1999 1998
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<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 60.4 $ 63.5
Less:
Income from Discontinued Operations
- 12.0
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Income from Continuing Operations 60.4 51.5
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 35.4 35.5
Postretirement Benefit Payments (2.0) (5.1)
Net Increase in Accounts Receivable (76.8) (25.3)
Accrued Income Taxes 40.1 38.5
Net (Increase) Decrease in Other Working Capital Items (0.6) 44.9
Other 10.8 3.1
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Net Cash Provided by Operating Activities:
Continuing Operations 67.3 143.1
Discontinued Operations - 27.3
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Net Cash Provided by Operating Activities 67.3 170.4
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Cash Flows from Investing Activities:
Proceeds from Sales of Marketable Securities 9.0 3.9
Payments for Marketable Securities (9.9) (4.3)
Capital Expenditures (10.3) (10.0)
Additions to Computer Software and Other Intangibles (18.2) (16.2)
Net Cash Used in Investing Activities of Discontinued Operations - (1.4)
Other 9.4 (7.5)
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Net Cash Used in Investing Activities (20.0) (35.5)
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Cash Flows from Financing Activities:
Payment of Dividends (30.6) (37.7)
Payments for Purchase of Treasury Shares (91.1) -
Net Proceeds from Exercise of Stock Options 27.0 22.6
Increase in Commercial Paper Borrowings 27.9 -
Decrease in Other Short-term Borrowings (1.0) (85.9)
Other 1.3 (0.2)
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Net Cash Used in Financing Activities (66.5) (101.2)
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Effect of Exchange Rate Changes on Cash and Cash Equivalents (0.5) 1.1
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(Decrease) Increase in Cash and Cash Equivalents (19.7) 34.8
Cash and Cash Equivalents , Beginning of Quarter 90.6 81.8
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Cash and Cash Equivalents, End of Quarter $ 70.9 $116.6
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<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
THE DUN & BRADSTREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Consolidated Financial Statements
These interim consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and should be read in conjunction with the
consolidated financial statements and related notes of The Dun & Bradstreet
Corporation's (the "Company") 1998 Annual Report on Form 10-K. The consolidated
results for interim periods are not necessarily indicative of results for the
full year or any subsequent period. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of financial position, results of operations and cash flows at
the dates and for the periods presented have been included. Certain prior-year
amounts have been reclassified to conform to the 1999 presentation.
Note 2 - Reorganization and Discontinued Operations
On June 30, 1998, The Dun & Bradstreet Corporation ("Old D&B") separated into
two publicly traded companies- The New Dun & Bradstreet Corporation ("New D&B"
or the "Company") and R.H. Donnelley Corporation. The separation (the "1998
Distribution") of the two companies was accomplished through a tax-free dividend
by Old D&B of the Company, which is a new entity comprised of Moody's Investors
Service ("Moody's") and Dun & Bradstreet, the operating company ("D&B"). The new
entity is now known as "The Dun & Bradstreet Corporation" and the continuing
entity (i.e., Old D&B), consisting of R.H. Donnelley Inc., the operating
company, and the DonTech partnership, changed its name to "R.H. Donnelley
Corporation" ("Donnelley"). Due to the relative significance of the new entity,
the transaction has been accounted for as a reverse spin-off, and as such
Moody's and D&B have been classified as continuing operations and Donnelley and
DonTech have been classified as discontinued operations. The Distribution was
effected on June 30, 1998 and resulted in an increase to shareholders' equity of
$183.5 million.
For purposes of governing certain of the ongoing relationships between the
Company and Donnelley following the 1998 Distribution, the companies entered
into various agreements, including a Distribution Agreement, Tax Allocation
Agreement, Employee Benefits Agreement, Intellectual Property Agreement, Shared
Transaction Services Agreement, Data Services Agreement and Transition Services
Agreements.
Pursuant to Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," the
net operating results of Donnelley have been reported in the caption "Income
from Discontinued Operations, Net of Income Taxes" in the consolidated
statements of operations. For the quarter ended March 31, 1998, operating
revenues of Donnelley were $41.5 million.
Note 3 - Reconciliation of Weighted Average Shares
<TABLE>
<CAPTION>
(share data in thousands) 1999 1998
---- ----
<S> <C> <C>
Weighted average number of shares-basic 165,118 171,153
Dilutive effect of shares issuable under stock options,
restricted stock and performance share plans 2,188 2,895
Adjustment of shares applicable to stock options exercised during the
period and performance share plans 610 220
--- ---
Weighted average number of shares-diluted 167,916 174,268
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<FN>
As required by Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share," the Company has provided a reconciliation of basic
weighted average shares to diluted weighted average shares within the table
outlined above. The conversion of diluted shares has no impact on the Company's
operating results. Options to purchase 3.3 million shares of common stock were
outstanding at March 31, 1999 but were not included in the computation of
diluted earnings per share because the options' exercise prices were greater
than the average market price of the Company's common stock. All options
outstanding at March 31, 1998 were included in the computation of diluted
earnings per share because the options' exercise prices were less than the
average market price of the Company's common stock. The Company's options
generally expire 10 years after the initial grant date.
</FN>
</TABLE>
Note 4 - Comprehensive Income
The Company's total comprehensive income for the three-month period ended March
31, was as follows:
<TABLE>
<CAPTION>
Amounts in millions 1999 1998
---- ----
<S> <C> <C>
Net income $60.4 $ 63.5
Other comprehensive (income) loss - foreign
currency translation adjustment 1.7 (4.5)
--- ---
Total comprehensive income $62.1 $ 59.0
===== ======
</TABLE>
Note 5- Contingencies
The Company and its subsidiaries are involved in legal proceedings, claims,
litigation and tax matters, arising in the ordinary course of business. In the
opinion of management, the outcome of such current legal proceedings, claims,
litigation and tax matters could have a material effect on quarterly or annual
operating results or cash flows when resolved in a future period. However, in
the opinion of management these matters will not materially affect the Company's
financial position.
In addition, the Company also has certain other contingencies discussed below.
Information Resources
On July 29, 1996, Information Resources, Inc. ("IRI") filed a complaint in the
United States District Court for the Southern District of New York, naming as
defendants Old D&B, A.C. Nielsen Company (a subsidiary of ACNielsen) and IMS
International, Inc. (a subsidiary of the company then known as Cognizant
Corporation).
The complaint alleges various violations of United States antitrust laws,
including alleged violations of Section 1 and 2 of the Sherman Act. The
complaint also alleges a claim of tortious interference with a contract and a
claim of tortious interference with a prospective business relationship. These
claims relate to the acquisition by defendants of Survey Research Group Limited
("SRG"). IRI alleges SRG violated an alleged agreement with IRI when it agreed
to be acquired by the defendants and that the defendants induced SRG to breach
that agreement.
On October 15, 1996, defendants moved for an order dismissing all claims in the
complaint. On May 6, 1997, the United States District Court for the Southern
District of New York issued a decision dismissing IRI's claim of attempted
monopolization in the United States, with leave to replead within sixty days.
The Court denied defendants' motion with respect to the remaining claims in the
complaint. On June 3, 1997, defendants filed an answer denying the material
allegations in IRI's complaint, and A.C. Nielsen Company filed a counterclaim
alleging that IRI had made false and misleading statements about its services
and commercial activities. On July 7, 1997, IRI filed an Amended and Restated
Complaint repleading its alleged claim of monopolization in the United States
and realleging its other claims. By notice of motion dated August 18, 1997,
defendants moved for an order dismissing the amended claim. On December 1, 1997,
the Court denied the motion and, on December 16, 1997, defendants filed a
supplemental answer denying the remaining material allegations of the amended
complaint.
IRI's complaint alleges damages in excess of $350 million, which amount IRI
asked to be trebled under antitrust laws. IRI also seeks punitive damages in an
unspecified amount.
In connection with the IRI action, on October 28, 1996, Cognizant, ACNielsen and
Old D&B entered into an Indemnity and Joint Defense Agreement (the "Indemnity
and Joint Defense Agreement") pursuant to which they have agreed (i) to certain
arrangements allocating potential liabilities ("IRI Liabilities") that may arise
out of or in connection with the IRI Action and (ii) to conduct a joint defense
of such action. In particular, the Indemnity and Joint Defense Agreement
provides that ACNielsen will assume exclusive liability for IRI Liabilities up
to a maximum amount to be calculated at such time such liabilities, if any,
become payable (the "ACN Maximum Amount"), and that Old D&B and Cognizant will
share liability equally for any amounts in excess of the ACN Maximum Amount. The
ACN Maximum Amount will be determined by an investment banking firm as the
maximum amount which ACNielsen is able to pay after giving effect to (i) any
plan submitted by such investment bank which is designed to maximize the claims
paying ability of ACNielsen without impairing the investment banking firm's
ability to deliver a viability opinion (but which will not require any action
requiring stockholder approval), and (ii) payment of related fees and expenses.
For these purposes, financial viability means the ability of ACNielsen, after
giving effect to such plan, the payment of related fees and expenses, and the
payment of the ACN Maximum Amount, to pay its debts as they become due and to
finance the current and anticipated operating and capital requirements of its
business, as reconstituted by such plan, for two years from the date any such
plan is expected to be implemented.
In connection with the 1998 Distribution, the Company and Donnelley entered into
an agreement whereby the Company has assumed all potential liabilities arising
from the IRI Action and agreed to indemnify Donnelley in connection with such
potential liabilities.
During 1998, Cognizant separated into two new companies, IMS Health Incorporated
("IMS") and Nielsen Media Research, Inc. ("NMR"). IMS and NMR are each jointly
and severally liable for all Cognizant liabilities under the Indemnity and Joint
Defense Agreement.
Management is unable to predict at this time the final outcome of the IRI Action
or whether the resolution of this matter could materially affect the Company's
results of operations, cash flows or financial position.
Tax matters
The Company enters into global tax planning initiatives in the normal course of
business. These initiatives are subject to review by tax authorities. As a
result of the review process, uncertainties exist and it is possible that some
of these matters could be resolved unfavorably to the Company.
The Internal Revenue Service ("IRS"), as part of its audit process, is currently
reviewing the Company's utilization of certain capital losses generated during
1989 and 1990. While the Company has not received a formal assessment with
respect to these transactions, the Company expects that the IRS will challenge
the Company's utilization of certain capital losses. At the present time, if
assessed, the Company intends to defend its position vigorously. If an
assessment is made and the IRS prevails in its view, the total cash obligation
to the IRS at March 31, 1999 would approximate $515 million for taxes and
accrued interest. Pursuant to a series of agreements, IMS and NMR are jointly
and severally liable to pay one-half and the Company the other half, of any
payments for taxes and accrued interest arising from this matter and certain
other potential tax liabilities after the Company pays the first $137 million.
In connection with the 1998 Distribution, the Company and Donnelley entered into
an agreement whereby the Company has assumed all potential liabilities from
these tax matters and agreed to indemnify Donnelley in connection with such
potential liabilities.
As of March 31, 1999, the Company has accrued its anticipated share of the
probable liability (approximately $325 million, including $165 million of
tax-deductible interest) arising from the Company's utilization of these capital
losses in 1989 and 1990. Therefore, the final resolution of this matter is not
expected to have a material effect on the results of operations, but could have
a material effect on cash flows and financial position.
<PAGE>
<TABLE>
Note 6 - Segment Information
<CAPTION>
Three Months Ended
March 31,
------------------------------
Amounts in millions 1999 1998
- - -------------------------------------------------------------- ------------ -------------
Operating Revenues:
<S> <C> <C>
Dun & Bradstreet U.S. $ 235.0 $ 225.5
Dun & Bradstreet Europe 98.8 92.4
Dun & Bradstreet Asia Pacific/Canada/Latin America 20.2 20.1
------------ -------------
Total Dun & Bradstreet Operating Company 354.0 338.0
Moody's Investors Service 136.9 123.3
All Other (1) - 9.8
------------ -------------
Consolidated Operating Revenues $ 490.9 $ 471.1
------------ -------------
Operating Income (Loss):
Dun & Bradstreet U.S. $ 71.9 $ 69.9
Dun & Bradstreet Europe (15.1) (15.2)
Dun & Bradstreet Asia Pacific/Canada/Latin America (3.8) (5.1)
------------ -------------
Total Dun & Bradstreet Operating Company 53.0 49.6
Moody's Investors Service 63.7 55.8
All Other (1) (12.1) (12.6)
------------ -------------
Consolidated Operating Income (Loss) $ 104.6 $ 92.8
------------ -------------
Notes:
(1) The tables below itemize the "All Other" for Operating Revenue and
Operating Income (Loss):
Three Months Ended
March 31,
------------------------------
Operating Revenues 1999 1998
--------------------------------------------------------- ------------ -------------
Divested Operations - Financial Information Services $ - $ 9.2
Other Revenues - 0.6
------------ -------------
Total Revenues $ - $ 9.8
------------ -------------
Operating Income (Loss)
Divested Operations - Financial Information Services $ - $ 2.8
Corporate and Other (12.1) (14.9)
Reorganization Costs - (0.5)
------------ -------------
Total Operating Income (Loss) $ (12.1) $ (12.6)
------------ -------------
Supplemental Geographic and Product Line Information:
Three Months Ended
March 31,
------------------------------
Geographic Revenue 1999 1998
--------------------------------------------------------- ------------ -------------
United States $ 344.3 $ 337.6
International 146.6 133.5
------------ -------------
Consolidated Operating Revenues $ 490.9 $ 471.1
------------ -------------
Product Line Revenues 1999 1998
--------------------------------------------------------- ------------ -------------
Credit Information Services $ 240.1 $ 242.5
Marketing Information Services 75.3 61.2
Purchasing Information Services 4.3 4.1
Receivables Management Services 34.3 30.2
------------ -------------
Total Dun & Bradstreet Operating Company $ 354.0 $ 338.0
------------ -------------
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
On June 30, 1998, The Dun & Bradstreet Corporation ("Old D&B") separated into
two publicly traded companies The New Dun & Bradstreet Corporation ("New D&B" or
the "Company") and R.H. Donnelley Corporation. The separation (the "1998
Distribution") of the two companies was accomplished through a tax-free dividend
by Old D&B of the Company, which is a new entity comprised of Moody's Investors
Service ("Moody's") and Dun & Bradstreet, the operating company ("D&B"). The new
entity is now known as "The Dun & Bradstreet Corporation" and the continuing
entity (i.e., Old D&B), consisting of R.H. Donnelley Inc., the operating
company, and the DonTech partnership, changed its name to "R.H. Donnelley
Corporation" ("Donnelley"). Due to the relative significance of the new entity,
the transaction has been accounted for as a reverse spin-off, and as such
Moody's and D&B have been classified as continuing operations and Donnelley and
DonTech have been classified as discontinued operations. The Distribution was
effected on June 30, 1998 and resulted in an increase to shareholders' equity of
$183.5 million.
For purposes of governing certain of the ongoing relationships between the
Company and Donnelley following the 1998 Distribution, the companies entered
into various agreements, including a Distribution Agreement, Tax Allocation
Agreement, Employee Benefits Agreement, Intellectual Property Agreement, Shared
Transaction Services Agreement, Data Services Agreement and Transition Services
Agreements.
Pursuant to Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," the
consolidated financial statements of the Company have been reclassified to
reflect Donnelley as discontinued operations. The net operating results of
Donnelley have been reported in the caption "Income from Discontinued
Operations, Net of Income Taxes" in the consolidated statements of operations.
Results of Operations
Consolidated Results
The Company's basic earnings per share for the first quarter of 1999 of $.37
were up 23% from the prior year's earnings per share from continuing operations
of $.30. On a diluted basis, the Company reported earnings per share for the
first quarter of 1999 of $.36, up 20% from first quarter 1998 earnings per share
from continuing operations of $.30. The Company's first quarter 1999 net income
of $60.4 million was up $8.9 million or 17% from the prior year's first quarter
income from continuing operations of $51.5 million. First quarter 1998 net
income of $63.5 million included income from discontinued operations of $12.0
million. First quarter 1998 earnings per share of $.37 basic and diluted
included earnings per share from discontinued operations of $.07 per share,
basic and diluted.
Operating revenues for the first quarter were up 4% to $490.9 million in 1999
from $471.1 million in 1998. Excluding the first quarter 1998 results of
Financial Information Services ("FIS"), the financial publishing unit of Moody's
Investors Service ("Moody's") which was sold in July 1998, revenue would have
increased 6%. Revenue growth reflects strong growth at Moody's and moderate
growth for D&B U.S. and Europe. Revenue for D&B APCLA was essentially unchanged.
Operating costs increased only 1% to $146.1 million during the first quarter of
1999 compared to the same period in 1998. Selling and administrative costs
increased by 3% to $204.8 million during the first quarter of 1999 compared to
the same period of 1998, related to higher sales and offset by favorable timing
of certain corporate expenses.
Operating income for the first quarter of 1999 of $104.6 million was 13% higher
than 1998 first quarter operating income of $92.8 million. Excluding the
operating income of FIS, the Company's operating income grew 16% in the first
quarter of 1999 compared to the same period in 1998. This growth reflects strong
growth in operating income at Moody's, a decrease in D&B APCLA's operating loss
and favorable timing of corporate expenses.
Non-operating expense-net was $6.4 million for the first quarter of 1999
compared with non-operating expense-net of $12.9 million for the first quarter
of 1998. This significant decrease was a result of sharply lower interest
expense, driven by lower debt levels (see further discussion in the Liquidity
and Financial Position section.)
The effective tax rate was 38.5% for the first quarter of 1999 compared to 35.5%
in 1998.
Income from discontinued operations, net of income taxes, was $12.0 million for
the first quarter of 1998.
Segment Results
D&B U.S. revenues were $235.0 million in the first quarter of 1999, up 4% from
1998 first quarter revenues. In comparing the first quarter of 1999 with the
first quarter of 1998, Credit Information Services ("Credit") decreased 2% to
$154.6 million, Marketing Information Services ("Marketing") increased 22% to
$57.5 million, Purchasing Information Services ("Purchasing") increased 6% to
$4.3 million and Receivables Management Services ("RMS") increased 19% to $18.6
million. The high growth rates in Marketing and RMS are largely attributable to
the growth in revenues from value-added products, which increased by 37% from
the same period in the prior year. D&B U.S. operating income was $71.9 million
in the first quarter of 1999 up 3% from the prior year, driven by the higher
revenue, partially offset by higher expenses incurred for advertising and
continuing new product development.
D&B Europe's revenues were $98.8 million in the first quarter of 1999, up 7%
when compared to 1998 first quarter revenues of $92.4 million. Contributing to
D&B Europe's revenue growth is favorable movement in foreign exchange rates and
the positive impact of two acquisitions made during the second half of 1998.
Excluding the impact of these items, revenue increased 1%. In comparing the
first quarter of 1999 with the first quarter of 1998, European Credit revenues
increased 1% to $71.5 million, while Marketing revenues increased 41% to $15.3
million and RMS increased 11% to $12.0 million. Marketing revenue growth was
also impacted by a one-time shift in 1998 of certain revenues from the first to
the second quarter. D&B Europe reported an operating loss of $15.1 million,
comparable to prior year, reflecting the continued investments in new technology
and systems in Europe, and Year 2000 remediation costs.
D&B APCLA reported operating revenues of $20.2 million in the first quarter of
1999, essentially unchanged from the same period in 1998. Excluding the negative
impact of foreign exchange rates, revenue would have increased by 2%. In
comparing the first quarter of 1999 with the first quarter of 1998, APCLA Credit
revenues increased 6% to $14.0 million, Marketing revenues decreased 17% to $2.5
million and RMS revenues decreased 5% to $3.7 million. The decline in Marketing
revenues resulted from timing of product fulfillment. D&B APCLA reported an
operating loss of $3.8 million in the first quarter of 1999, compared to an
operating loss of $5.1 million in the same period of 1998. The improvement in
results primarily relates to favorable timing of expenses.
Moody's revenues (excluding the first quarter 1998 results of FIS) of $136.9
million in the first quarter of 1999 were up 11% from the first quarter of 1998,
driven by gains in international bonds and structured ratings. Also contributing
to the strong results was growth in one of Moody's new products, syndicated bank
loan ratings and growth in its credit research and risk management products.
Overall issuance remained ahead of first quarter 1998 levels, despite declines
in the high yield and public finance markets. Moody's operating income of $63.7
million in the first quarter of 1999 was up 14% from first quarter 1998,
reflecting strong revenue growth.
Adoption of Statements of Financial Accounting Standards ("SFAS")
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133").
This statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires recognition of all
derivatives as either assets or liabilities on the balance sheet and measurement
of those instruments at fair value. If certain conditions are met, a derivative
may be designated specifically as: (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm commitment
(a fair value hedge); (b) a hedge of the exposure to variable cash flows of a
forecasted transaction (a cash flow hedge); or (c) a hedge of the foreign
currency exposure of a net investment in a foreign operation, an unrecognized
firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The Company currently
hedges foreign-currency-denominated transactions and will comply with the
requirements of SFAS No. 133 when adopted. This statement is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. The Company
expects to adopt SFAS No. 133 beginning January 1, 2000. The effect of adopting
SFAS No. 133 is not expected to be material.
Liquidity and Financial Position
At March 31, 1999, cash and cash equivalents totaled $70.9 million, a decrease
of $19.7 million from $90.6 million held at December 31, 1998. During the first
quarter of 1999, the Company's share repurchase program and the increase in
commercial paper borrowings needed to support the repurchase program impacted
cash. During the first quarter of 1998, cash and cash equivalents increased by
$34.8 million with discontinued operations generating $25.9 million and
continuing operations generating $8.9 million. In the first quarter of 1998, a
tax refund received, the cash generated by discontinued operations and the
paydown of short-term borrowings impacted the cash balance. Excluding the items
discussed above, cash generated by the continuing business operations during the
first quarter of 1999 decreased modestly compared to the same period in 1998.
This decrease was due largely to an increase in the accounts receivable balance.
Further details are discussed below.
Operating activities generated net cash of $67.3 million during the first
quarter of 1999 compared to $143.1 million from continuing operations in 1998.
Cash flow from operations in the first quarter of 1999 was impacted
significantly by the large increase in accounts receivable which resulted from
higher sales of contracts in the fourth quarter of 1998 and first quarter of
1999 in comparison to the same period in the prior year. Additionally, in the
first quarter of 1998, a tax refund received during the quarter positively
impacted cash flow from operations.
Net cash used in investing activities was $20.0 million for the first quarter of
1999 compared to $35.5 million in 1998. In the first quarter of 1999 the Company
invested $28.5 million for capital expenditures and additions to computer
software and other intangibles compared to $26.2 million in the comparable
period in 1998. During the first quarter of 1998, discontinued operations used
$1.4 million for investing activities.
Net cash used in financing activities was $66.5 million during the first quarter
of 1999 compared to $101.2 million in the first quarter of 1998. Payments of
dividends accounted for $30.6 million in the first quarter of 1999 compared to
$37.7 million in the first quarter of 1998.
During the first quarter of 1999, the Company increased its net commercial paper
borrowings by $27.9 million in order to support its share repurchase program,
discussed below. At March 31, 1999, the Company had $63.9 million of commercial
paper borrowings outstanding. During the first quarter of 1998, the Company
reduced short-term borrowings by $85.9 million and had short-term borrowings
outstanding of $364.8 at March 31, 1998. In connection with the 1998
Distribution, during June 1998, R.H. Donnelley Inc. borrowed $500 million under
two facilities. The proceeds of these borrowings were used to repay existing
indebtedness of Old D&B in the amount of $287.1 million at the time of the 1998
Distribution; the Company used the excess for general corporate purposes,
including the payment of reorganization costs. The $500 million of debt became
an obligation of Donnelley upon the 1998 Distribution.
During the first quarter of 1999, the Company purchased 1.6 million shares for
$56.4 million under the Company's $300 million special stock repurchase program
authorized by its Board of Directors in June 1998. The Company has repurchased a
total of 7.3 million shares for $206.4 million since the program's inception.
During the first quarter of 1999, the Company also repurchased 1.0 million
shares for $34.7 million in connection with the Company's Employee Stock
Purchase Plan and to offset awards made under incentive plans. Shares issued for
company incentive plans totaled 1.6 million shares during the first quarter of
1999. Proceeds received from the exercise of stock options were $27.0 million
for the first quarter of 1999 compared to $22.7 million in 1998.
The Internal Revenue Service (IRS) is continuing its review of the utilization
of certain capital losses during 1989 and 1990 and the Company expects that the
IRS will challenge the Company's treatment of certain of these losses. If an
assessment is made and should the IRS prevail, the total cash obligation to the
IRS would approximate $515 million for taxes and accrued interest as of March
31, 1999. Pursuant to a series of agreements, IMS and NMR are jointly and
severally liable to pay one-half, and the Company the other half, of any
payments for taxes and accrued interest arising from this matter and certain
other potential tax liabilities after the Company pays the first $137 million.
If assessed, the Company will consider available alternatives to vigorously
defend its position. Certain alternatives would require making a payment to the
IRS for its share of the taxes and accrued interest (approximately $325 million,
of which $165 million represents tax-deductible interest), which would be repaid
to the Company if it prevails in its position. The funds that would be needed to
make the Company's share of such payment are expected to come from external
borrowings.
Year 2000
General
The Company relies on computer hardware, software and related information
technology ("IT Systems"). IT Systems are used in the creation and delivery of
the Company's products and services, and are also used in the Company's internal
operations, such as billing and accounting. IT Systems include systems that use
information provided by third-party data suppliers to update the Company's
databases. The Company also relies on other systems, such as elevators, and on
utilities, such as telecommunications and power, to operate ("Non-IT Systems").
The Company has recognized the potential impact of the year 2000 on its business
since 1996, when it began actively addressing the information-technology-related
components of the Year 2000 issue in its European and U.S. operations. In 1997,
the Company created a Corporate Year 2000 Program Office to manage overall risks
and to facilitate activities across the Company. The Corporate Year 2000 Program
Office reports directly to the Company's Year 2000 Executive Committee
(comprised of the Company's Chief Executive Officer, Chief Financial Officer,
Chief Technology Officer and Chief Legal Counsel), which sets overall priorities
and monitors progress. Since 1997, each operating unit has had business and
technology executives and project teams in place to plan and carry out all Year
2000 efforts within their units. The Company has used the services of outside
consultants and subject-area specialists working with the Corporate Year 2000
Program Office to assess the progress of its Year 2000 program.
The most important areas of focus of the Company's Year 2000 program are the
Company's products and services (including its databases, software that
manipulates these databases and software provided to customers); billing,
ordering and tracking systems; technical infrastructure (such as LANs, mail
systems and web sites); desktop computers; suppliers; business operation support
systems (such as payroll); facilities and equipment; and contingency planning.
State of Readiness
The Company has focused its efforts on becoming "Year 2000 Ready." The Company
defines this term to mean that a process will continue to run in the same manner
when dealing with dates on or after January 1, 2000, as it did before January 1,
2000.
With respect to IT Systems, the Company's Year 2000 program includes the
following phases: Inventory, Assessment, Remediation, Year 2000 Ready Testing
and Transaction-Based Testing.
Year 2000 Ready Testing involves two major tests. A "system test" checks the
system's functions in a Year 2000 test environment that uses simulated or
forward-dated system clocks and a variety of other simulated forward-dated data
or systems interfaces as required. A "production integration" test confirms that
the system will continue to perform its current-date processes when put into
production. Transaction-Based Testing further tests the Company's most critical
work flows at regional and global levels.
Early in its Year 2000 program, the Company categorized its IT Systems in terms
of criticality to allow the work to be phased consistent with its importance to
the Company. Criticality 1 systems are defined as those systems that are most
critical to the Company's business and revenue. Criticality 2 systems are
defined as those systems that are very important to the Company and would have a
severe impact on business and revenue if not made Year 2000 Ready. Criticality 3
systems are not essential but would have some impact on business and revenue if
not made Year 2000 Ready. Criticality 4 systems have little or no impact on
business and revenue and are scheduled to be decommissioned prior to the year
2000.
As of March 31, 1999, the Company has completed more than 97% of the steps
required to achieve Year 2000 Readiness of the Company's approximately 2,000
Criticality 1 and Criticality 2 IT Systems. The Company believes that
substantially all of the remaining steps to achieve Year 2000 Readiness for its
Criticality 1 and Criticality 2 IT Systems will be completed by June 30, 1999.
Transaction-Based Testing of the Company's most critical work flows, work on
Criticality 3 IT Systems and decommissioning of Criticality 4 IT Systems have
begun and will continue through 1999.
The Corporate Year 2000 Program Office and operating-unit Year 2000 teams are
addressing Year 2000 Readiness issues regarding the Company's Non-IT Systems.
As part of its Year 2000 program, the Company has categorized its suppliers in
terms of criticality. Criticality 1 suppliers are those whose products and
services are most critical to the Company. Criticality 2 suppliers are those
whose products and services are very important to the Company but for whom
workarounds can be established and operable by June 30, 1999, if the products
and services that the Company obtains from such suppliers are not Year 2000
Ready. Criticality 3 suppliers are those who could be replaced easily and
reasonably inexpensively. The Company has substantially completed its assessment
of its Criticality 1 and Criticality 2 suppliers. Such assessment involved the
identification of those suppliers who will be sufficiently Year 2000 Ready;
identification of those who will not be sufficiently ready, requiring the
Company to switch to an alternate supplier or product; identification of those
suppliers who have some issues but with whom it is most prudent for the Company
to continue its relationship; and identification of those suppliers for whom
testing will be necessary. In instances where such testing was not possible (for
example, it is not possible for the Company to test the operational ability of
its telecommunications, electricity or gas service suppliers in a Year 2000
environment) and alternate sources of supply are not feasible, the Company is
creating contingency plans to deal with potential issues.
Costs
External and internal costs associated with modifying software for Year 2000
Readiness are expensed as incurred and are funded through operating cash flow.
It is currently estimated that the aggregate cost of the Company's Year 2000
program will be approximately $80 million. Through March 31, 1999, the Company
had incurred approximately $60 million ($11 million in 1997, $43 million in 1998
and $6 million in the first quarter of 1999) and expects to incur approximately
$16 million in the remaining three quarters of 1999 and $4 million in 2000.
These estimates do not include the costs of software and systems that are being
replaced or upgraded in the normal course of business.
Risks and Contingency Plans
The Company believes that it will substantially complete the implementation of
its Year 2000 program prior to the commencement of the year 2000. If the Company
does not complete its Year 2000 program prior to the commencement of the year
2000, if it fails to identify and remediate all critical Year 2000 problems, or
if suppliers or customers which are individually or in the aggregate material to
the Company experience Year 2000 issues, the Company's results of operations or
financial condition could be materially affected.
Contingency planning continues in all of the Company's businesses. In addition
to supplier-related activities, high-level plans have been developed for
facilities and equipment, telecommunications infrastructure, product development
and fulfillment, and internal administrative processes. These plans take into
account human resources and communications issues that relate to the Company's
employees. By the end of June 1999, the Company expects to have detailed
contingency plans in place to address the most likely remaining impacts on the
Company from external risks. As more information emerges about companies upon
which the Company is critically reliant, these plans will be adjusted
accordingly.
New European Currency
On January 1, 1999, eleven of the countries in the European Union began a
three-year transition to a single European currency ("euro") to replace the
national currency of each participating country. The Company intends to phase in
the transition to the euro over the next three years. The Company has
established a task force to address issues related to the euro. The Company
believes that the euro conversion may have a material impact on its operations
and financial condition if it fails to successfully address such issues. The
task force has prepared a project plan and is proceeding with the implementation
of that plan. The Company's project plan includes the following: ensuring that
the Company's information technology systems that process data for inclusion in
the Company's products and services can appropriately handle amounts denominated
in euro contained in data provided to the Company by third-party data suppliers;
modification of the Company's products and services to deal with euro-related
issues; and modification of the Company's internal systems (such as payroll,
accounting and financial reporting) to deal with euro-related issues. The
Company does not believe that the cost of such modifications will have a
material effect on the Company's results of operations or financial condition.
There is no guarantee that all problems will be foreseen and corrected, or that
no material disruption of the Company's business will occur. The conversion to
the euro may have competitive implications for the Company's pricing and
marketing strategies, which could be material in nature; however, any such
impact is not known at this time.
Dividends
On April 21, 1999, the Board of Directors approved a second quarter 1999
dividend of $.185 per share, payable June 10, 1999 to shareholders of record at
the close of business May 20, 1999.
Forward-Looking Statements
Certain statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations are forward looking. These may be identified
by the use of forward-looking words or phrases, such as "believe," "expect,"
"anticipate," "should," "planned," "estimated," "potential," "target" and
"goal," among others. All such forward-looking statements are based on the
Company's reasonable expectations at the time they are made. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for such
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in such forward-looking statements. The risks
and uncertainties that may affect the operations, performance, development and
results of the Company's businesses include: (1) complexity and uncertainty
regarding the development of new high-technology products; (2) possible loss of
market share through competition; (3) introduction of competing products or
technologies by other companies; (4) pricing pressures from competitors and/or
customers; (5) changes in the business information and risk management
industries and markets; (6) the Company's ability to protect proprietary
information and technology or to obtain necessary licenses on commercially
reasonable terms; (7) the Company's ability to complete the implementation of
its Year 2000 and euro plans on a timely basis; (8) a reduction in demand for
the Company's products and services resulting from its customers' Year 2000
issues; (9) the possible loss of key employees to investment or commercial
banks, or elsewhere; (10) fluctuations in foreign currency exchange rates; (11)
changes in the interest-rate environment; and (12) the outcome of the IRS's
review of the Company's utilization of capital losses described above under
"Liquidity and Financial Position" and the associated cash flow implications.
The risks and uncertainties that may affect the Company's assessment of Year
2000 issues and new European currency issues include: (1) the complexity
involved in ascertaining all situations in which Year 2000 or new European
currency issues may arise; (2) the inability of the Company to obtain the
services of sufficient personnel to implement the programs; (3) possible
increases in the cost of personnel required to implement the programs; (4)
delays in scheduled deliveries of new hardware and software from third-party
suppliers; (5) unreliability of responses from suppliers and others to whom
inquiries are being made; (6) inability of the Company to meet the scheduled
dates for completion of the programs; and (7) unforeseen events that could delay
timely implementation of the programs.
The Company undertakes no obligation to publicly release any revision to any
forward-looking statement to reflect any future events or circumstances.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information in response to this Item is set forth in Note 5 - Contingencies on
Pages 7-9 in Part I, Item 1 of this Form 10-Q.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Shareholders was held on April 20, 1999.
(c) The matters voted upon and the results of the vote are as follows:
PROPOSAL NO. 1
ELECTION OF DIRECTORS
- - --------------------- ----------------------------------------------------------
NUMBER OF SHARES
- - --------------------- ----------------------------------------------------------
NOMINEE FOR WITHHELD
- - --------------------- ----------------------------- ----------------------------
Robert R. Glauber 143,445,808 3,670,954
- - --------------------- ----------------------------- ----------------------------
Victor A. Pelson 143,455,130 3,661,632
- - --------------------- ----------------------------- ----------------------------
Volney Taylor 143,261,207 3,855,555
- - --------------------- ----------------------------- ----------------------------
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
- - ---------------------------- -------------------------------------------------
NUMBER OF SHARES
- - ---------------------------- -------------------------------------------------
FOR AGAINST ABSTAIN BROKER
NON-VOTES
- - ---------------------------- ----------- --------- ---------- ----------
PricewaterhouseCoopers LLP 146,594,246 193,758 328,426 0
- - ---------------------------- ----------- --------- ---------- ----------
<TABLE>
<CAPTION>
PROPOSAL NOS. 3, 4 AND 5
APPROVAL OF COMPANY PLANS
- - ------------------------------------------------ ---------------------------------------------------------------------
NUMBER OF SHARES
- - ------------------------------------------------ ---------------------------------------------------------------------
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
NAME OF PLAN FOR AGAINST ABSTAIN BROKER NON-VOTES
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
The Dun & Bradstreet Corporation Covered 142,401,406 3,972,005 742,148 0
Employee Cash Incentive Plan
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
The 1998 Dun & Bradstreet Corporation Key 76,808,443 58,531,148 801,489 10,975,350
Employees' Stock Incentive Plan
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
The Dun & Bradstreet Corporation 1999 Employee 128,450,222 7,103,884 588,176 10,974,148
Stock Purchase Plan
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
</TABLE>
<TABLE>
<CAPTION>
PROPOSAL NO. 6
SHAREHOLDER PROPOSAL ON IMPLEMENTATION OF THE MACBRIDE PRINCIPLES
- - ------------------------------------------------ ---------------------------------------------------------------------
NUMBER OF SHARES
- - ------------------------------------------------ ---------------------------------------------------------------------
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
FOR AGAINST ABSTAIN BROKER NON-VOTES
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
MacBride Principles 17,546,932 107,479,651 11,115,308 10,974,539
- - ------------------------------------------------ ---------------- ----------------- ---------------- -----------------
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended March 31, 1999.
<PAGE>
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.
THE DUN & BRADSTREET CORPORATION
Date: May 3, 1999 By: FRANK S. SOWINSKI
-----------------------------------------------
Frank S. Sowinski
Senior Vice President - Chief Financial Officer
Date: May 3, 1999 By: CHESTER J. GEVEDA, JR.
-----------------------------------------------
Chester J. Geveda, Jr.
Vice President and Controller
<TABLE> <S> <C>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 70877
<SECURITIES> 1657
<RECEIVABLES> 518161
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 210690
<PP&E> 727784
<DEPRECIATION> 434745
<TOTAL-ASSETS> 1821291
<CURRENT-LIABILITIES> 1374680
<BONDS> 0
0
0
<COMMON> 1714
<OTHER-SE> (369591)
<TOTAL-LIABILITY-AND-EQUITY> 1821290
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<TOTAL-REVENUES> 490880
<CGS> 0
<TOTAL-COSTS> 386269
<OTHER-EXPENSES> 6063
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<INTEREST-EXPENSE> 295
<INCOME-PRETAX> 98254
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