<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission File No. 1-10308
CENDANT CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 06-0918165
(State or other (I.R.S. Employer
jurisdiction Identification
of incorporation or Number)
organization)
9 W 57TH STREET 10019
NEW YORK, NY (Zip Code)
(Address of principal
executive office)
(212) 413-1800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if applicable)
---------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed in 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the Registrant's classes of common
stock was 711,025,187 shares of Common Stock outstanding as of October 26, 1999.
- --------------------------------------------------------------------------------
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I Financial Information
Item 1. Financial Statements
Consolidated Statements of Income - Three and Nine Months Ended
September 30, 1999 and 1998 3
Consolidated Balance Sheets - September 30, 1999 and December 31, 1998 4
Consolidated Statements of Cash Flows - Nine Months Ended
September 30, 1999 and 1998 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 21
Item 3. Quantitative and Qualitative Disclosures About Market Risks 46
PART II Other Information
Item 1. Legal Proceedings 47
Item 6. Exhibits and Reports on Form 8-K 48
</TABLE>
Certain statements in this Quarterly Report on Form 10-Q constitute "forward
looking statements" within the meaning of the Private Litigation Reform Act of
1995. Such forward looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance,
or achievements of the Company to be materially different from any future
results, performance, or achievements expressed or implied by such forward
looking statements. These forward looking statements were based on various
factors and were derived utilizing numerous important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward looking statements. Important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward looking statements, include, but are not limited to: the
resolution or outcome of the pending litigation and government investigation
relating to the previously announced accounting irregularities; uncertainty as
to the Company's future profitability; the Company's ability to develop and
implement operational and financial systems to manage rapidly growing
operations; competition in the Company's existing and potential future lines of
business; the Company's ability to integrate and operate successfully acquired
and merged businesses and the risks associated with such businesses, including
the merger that created Cendant and the National Parking Corporation
acquisition; the Company's plan to create a tracking stock for the Company's
real estate portal; the Company's ability to obtain financing on acceptable
terms to finance the Company's growth strategy and for the Company to operate
within the limitations imposed by financing arrangements; and the ability of the
Company and its vendors to complete the necessary actions to achieve a year 2000
conversion for its computer systems and applications and other factors. Other
factors and assumptions not identified above were also involved in the
derivation of these forward looking statements, and the failure of such other
assumptions to be realized as well as other factors may also cause actual
results to differ materially from those projected. The Company assumes no
obligation to publicly correct or update these forward looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting such forward looking statements or if the Company later becomes aware
that they are not likely to be achieved.
2
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES
Membership and service fees, net $1,372.3 $1,433.6 $3,972.1 $3,735.3
Fleet leasing (net of depreciation and
interest costs of $0, $324.9, $669.7,
and $954.6) - 18.5 29.9 57.5
Other 38.1 5.7 116.7 72.3
-------- -------- -------- --------
Net revenues 1,410.4 1,457.8 4,118.7 3,865.1
-------- -------- -------- --------
EXPENSES
Operating 443.6 565.9 1,355.4 1,356.9
Marketing and reservation 270.5 297.2 820.6 853.2
General and administrative 169.6 187.6 525.1 487.4
Depreciation and amortization 87.4 88.9 277.0 241.3
Other charges
Merger-related costs and other unusual
charges (credits) 89.9 - 111.6 (24.4)
Termination of proposed acquisition - - 7.0 -
Other investigation-related costs 4.6 11.5 12.8 31.0
Investigation-related financing costs - 14.5 - 27.2
Executive termination - 50.4 - 50.4
Interest, net 51.5 31.0 153.8 72.9
-------- -------- -------- --------
Total expenses 1,117.1 1,247.0 3,263.3 3,095.9
-------- -------- -------- --------
Net gain on disposition of businesses 75.3 - 824.8 -
-------- -------- -------- --------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND MINORITY INTEREST 368.6 210.8 1,680.2 769.2
Provision for income taxes 144.3 73.2 382.2 273.0
Minority interest, net of tax 15.7 14.5 46.1 34.3
-------- -------- -------- --------
INCOME FROM CONTINUING OPERATIONS 208.6 123.1 1,251.9 461.9
Loss from discontinued operations, net of tax - (12.1) - (25.0)
Gain (loss) on sale of discontinued operations,
net of tax (6.9) - 174.1 -
-------- -------- -------- --------
NET INCOME $ 201.7 $ 111.0 $1,426.0 $ 436.9
======== ======== ======= =======
INCOME (LOSS) PER SHARE
BASIC
Income from continuing operations $ 0.29 $ 0.14 $ 1.64 $ 0.55
Loss from discontinued operations - (0.01) - (0.03)
Gain (loss) on sale of discontinued operations (0.01) - 0.22 -
-------- -------- -------- --------
NET INCOME $ 0.28 $ 0.13 $ 1.86 $ 0.52
======== ======== ======= =======
DILUTED
Income from continuing operations $ 0.27 $ 0.14 $ 1.54 $ 0.53
Loss from discontinued operations - (0.01) - (0.03)
Gain (loss) on sale of discontinued operations (0.01) - 0.21 -
-------- -------- -------- --------
NET INCOME $ 0.26 $ 0.13 $ 1.75 $ 0.50
======== ======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 623.5 $ 1,008.7
Receivables, net 1,301.6 1,536.4
Deferred membership commission costs 195.8 253.0
Deferred income taxes - 466.6
Other current assets 1,367.9 908.6
Net assets of discontinued operations - 373.6
------------- ------------
Total current assets 3,488.8 4,546.9
------------- ------------
Property and equipment, net 1,352.0 1,432.8
Franchise agreements, net 1,392.7 1,363.2
Goodwill, net 3,590.3 3,923.1
Other intangibles, net 694.9 757.1
Other assets 1,068.3 681.5
------------- ------------
Total assets exclusive of assets under programs 11,587.0 12,704.6
------------- ------------
Assets under management and mortgage programs
Net investment in leases and leased vehicles - 3,801.1
Relocation receivables 571.1 659.1
Mortgage loans held for sale 1,786.0 2,416.0
Mortgage servicing rights 968.7 635.7
------------- ------------
3,325.8 7,511.9
------------- ------------
TOTAL ASSETS $ 14,912.8 $ 20,216.5
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN MILLIONS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and other current liabilities $ 1,276.1 $ 1,517.5
Deferred income 1,230.0 1,354.2
------------- ------------
Total current liabilities 2,506.1 2,871.7
------------- ------------
Deferred income 428.8 233.9
Long-term debt 3,344.3 3,362.9
Deferred income taxes 263.6 77.2
Other non-current liabilities 75.7 125.3
------------- ------------
Total liabilities exclusive of liabilities under programs 6,618.5 6,671.0
------------- ------------
Liabilities under management and mortgage programs
Debt 2,793.6 6,896.8
Deferred income taxes 175.5 341.0
Mandatorily redeemable preferred securities issued by subsidiary 1,475.9 1,472.1
Commitments and contingencies (Note 10)
Shareholders' equity
Preferred stock, $.01 par value -- authorized 10 million shares;
none issued and outstanding - -
Common stock, $.01 par value -- authorized 2 billion shares;
issued 867,189,539 and 860,551,783 shares 8.7 8.6
Additional paid-in capital 4,025.0 3,863.4
Retained earnings 2,906.2 1,480.2
Accumulated other comprehensive loss (15.1) (49.4)
Treasury stock, at cost, 155,070,397 and 27,270,708 shares (3,075.5) (467.2)
------------- ------------
Total shareholders' equity 3,849.3 4,835.6
------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,912.8 $ 20,216.5
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1999 1998
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,426.0 $ 436.9
Adjustments to reconcile net income to net cash
provided by operating activities from continuing operations:
Loss from discontinued operations, net of tax -- 25.0
Gain on sale of discontinued operations, net of tax (174.1) --
Depreciation and amortization 277.0 241.3
Other charges -- asset impairments and termination benefits -- 62.5
Merger-related costs and other unusual charges (credits) 3.8 (24.4)
Payments of merger-related costs and other unusual
charge liabilities (23.5) (127.2)
Net gain on disposition of businesses (824.8) --
Other, net 43.7 (50.5)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS EXCLUSIVE
OF MANAGEMENT AND MORTGAGE PROGRAMS 728.1 563.6
----------- -----------
Management and mortgage programs:
Depreciation and amortization 668.4 944.9
Origination of mortgage loans (20,841.0) (18,599.3)
Proceeds on sale and payments from mortgage loans
held for sale 21,471.0 17,874.9
----------- -----------
1,298.4 220.5
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS 2,026.5 784.1
----------- -----------
INVESTING ACTIVITIES
Property and equipment additions (212.8) (240.8)
Net change in marketable securities (10.7) (74.7)
Net assets acquired (net of cash acquired) and
acquisition-related payments (145.8) (2,658.2)
Net proceeds from sale of subsidiaries 2,771.9 --
Other, net 33.8 62.2
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS
EXCLUSIVE OF MANAGEMENT AND MORTGAGE PROGRAMS 2,436.4 (2,911.5)
----------- -----------
Management and mortgage programs:
Investment in leases and leased vehicles (2,378.1) (1,876.4)
Proceeds from disposal of leases and leased vehicles 1,529.2 765.5
Proceeds from sales and transfers of leases and leased vehicles
to third parties 74.8 136.8
Equity advances on homes under management (6,025.7) (5,186.5)
Repayment on advances on homes under management 6,032.5 5,333.8
Additions to mortgage servicing rights (559.2) (338.7)
Proceeds from sales of mortgage servicing rights 83.7 49.6
----------- -----------
(1,242.8) (1,115.9)
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS 1,193.6 (4,027.4)
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements
6
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN MILLIONS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
FINANCING ACTIVITIES
Proceeds from borrowings $ 4.0 $ 3,279.6
Principal payments on borrowings -- (420.5)
Issuance of common stock 75.6 160.4
Purchases of common stock (2,634.9) --
Proceeds from mandatorily redeemable preferred securities
issued by subsidiary, net -- 1,446.7
---------- ----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES OF CONTINUING
OPERATIONS EXCLUSIVE OF MANAGEMENT AND MORTGAGE PROGRAMS (2,555.3) 4,466.2
---------- ----------
Management and mortgage programs:
Proceeds received for debt repayment
in connection with fleet segment disposition 3,016.9 --
Proceeds from debt issuance or borrowings 4,157.0 2,455.1
Principal payments on borrowings (6,483.5) (2,215.7)
Net change in short-term borrowings (1,772.1) 347.0
---------- ----------
(1,081.7) 586.4
---------- ----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS (3,637.0) 5,052.6
---------- ----------
Effect of changes in exchange rates on cash and cash equivalents 31.7 (9.7)
---------- ----------
Cash used in discontinued operations -- (255.4)
---------- ----------
Net (decrease) increase in cash and cash equivalents (385.2) 1,544.2
Cash and cash equivalents, beginning of period 1,008.7 67.0
---------- ----------
Cash and cash equivalents, end of period $ 623.5 $ 1,611.2
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
CENDANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated balance sheet of Cendant Corporation and subsidiaries (the
"Company") as of September 30, 1999, the consolidated statements of income
for the three and nine months ended September 30, 1999 and 1998 and the
consolidated statements of cash flows for the nine months ended September
30, 1999 and 1998 are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such financial statements
are included. There were no adjustments of an unusual nature except for
those discussed in Note 6. During the second quarter of 1999, the Company
changed the amortization period for customer acquisition costs related to
accidental death and dismemberment insurance products, which resulted in a
reduction in expenses of $8.2 million ($5.3 million, after tax or $0.01 per
diluted share). The change was based upon new information becoming available
to determine customer retention rates. The accompanying consolidated
financial statements include the accounts and transactions of the Company
and all wholly owned subsidiaries and have been prepared in accordance with
generally accepted accounting principles for interim financial information
and with the instructions of Form 10-Q and Rule 10-01 of Regulation S-X
promulgated under the Securities Exchange Act of 1934. The December 31, 1998
consolidated balance sheet was derived from the Company's audited financial
statements included in the Company's Annual Report on Form 10-K/A for the
year ended December 31, 1998, filed with the Securities and Exchange
Commission ("SEC") on October 12, 1999, and should be read in conjunction
with such consolidated financial statements and footnotes thereto. The
consolidated financial statements of the Company include the assets and
liabilities of Ramada Franchise Systems, Inc., an entity controlled by the
Company by virtue of its ownership of 100% of common stock of such entity.
The assets of Ramada Franchise Systems, Inc. are not available to satisfy
the claims of any creditors of the Company or any of its other affiliates,
except as otherwise specifically agreed by Ramada Franchise Systems, Inc.
Operating results for the three and nine months ended September 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999 or any subsequent interim periods.
Certain reclassifications have been made to the 1998 consolidated financial
statements to conform with the presentation used in 1999.
2. EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed based solely on the weighted
average number of common shares outstanding during the period. Diluted EPS
reflects all potential dilution of common stock, including the assumed
exercise of stock options using the treasury method and convertible debt. At
September 30, 1999, 58.9 million stock options outstanding with a weighted
average exercise price of $25.50 per option were excluded from the
computation of diluted EPS because the options' exercise prices were greater
than the average market price of the Company's common stock and would
therefore be antidilutive. Basic and diluted EPS from continuing operations
are calculated as follows:
8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 1999 1998 1999 1998
-------- -------- ------ ------
<S> <C> <C> <C> <C>
Income from continuing operations $ 208.6 $ 123.1 $1,251.9 $ 461.9
Convertible debt interest, net of tax 2.9 2.8 8.5 8.6
------- ------- -------- --------
Income from continuing operations, as adjusted $ 211.5 $ 125.9 $1,260.4 $ 470.5
======= ======= ======== ========
Weighted average shares
Basic 725.8 850.8 764.8 844.8
Potential dilution of common stock:
Stock options 36.5 8.6 36.2 31.2
Convertible debt 18.0 18.0 18.0 19.0
------- ------- -------- --------
Diluted 780.3 877.4 819.0 895.0
======= ======= ======== ========
</TABLE>
3. COMPREHENSIVE INCOME
Components of comprehensive income are summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(IN MILLIONS) 1999 1998 1999 1998
-------- -------- ------ ------
<S> <C> <C> <C> <C>
Net income $ 201.7 $ 111.0 $1,426.0 $ 436.9
Other comprehensive income (loss):
Currency translation adjustment 92.3 45.6 39.0 35.5
Net unrealized loss on marketable securities,
net of tax (12.3) (4.2) (4.7) (4.0)
------- ------- -------- --------
Comprehensive income $ 281.7 $ 152.4 $1,460.3 $ 468.4
======= ======= ======== ========
</TABLE>
The components of accumulated other comprehensive loss for the nine months
ended September 30, 1999 are as follows:
<TABLE>
<CAPTION>
NET UNREALIZED ACCUMULATED
LOSS ON CURRENCY OTHER
MARKETABLE TRANSLATION COMPREHENSIVE
(IN MILLIONS) SECURITIES ADJUSTMENT LOSS
-------------- ----------- -------------
<S> <C> <C> <C>
Balance, January 1, 1999 $ - $ (49.4) $ (49.4)
Current period change (4.7) 39.0 34.3
------------- ---------- ------------
Balance, September 30, 1999 $ (4.7) $ (10.4) $ (15.1)
============= ========== ============
</TABLE>
4. PRO FORMA INFORMATION
The following table reflects the operating results of the Company for the
nine months ended September 30, 1998 on a pro forma basis, which gives
effect to the April 1998 acquisition of National Parking Corporation Limited
("NPC"). The pro forma results are not necessarily indicative of the
operating results that would have occurred had the NPC acquisition been
consummated on January 1, 1998, nor are they intended to be indicative of
results that may occur in the future. The underlying pro forma information
includes the amortization expense associated with the assets acquired, the
Company's financing arrangements, certain purchase accounting adjustments
and related income tax effects.
9
<PAGE>
NINE MONTHS ENDED
SEPTEMBER 30, 1998
------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Net revenues $ 4,066.6
Income from continuing operations 459.3
Net income (1) 434.3
Per share information:
Basic
Income from continuing operations $ 0.54
Net income (1) 0.51
Weighted average shares 844.8
Diluted
Income from continuing operations $ 0.52
Net income (1) 0.50
Weighted average shares 895.0
- ------------
(1) Includes a loss from discontinued operations, net of tax, of $25.0
million ($0.03 per diluted share).
5. DISCONTINUED OPERATIONS
On April 21, 1999 (the "Measurement Date"), the Company announced that its
Board of Directors approved management's plan to pursue the sale of its
Entertainment Publications, Inc. ("EPub") business unit, a wholly-owned
subsidiary of the Company. At such time, the Company reclassified EPub to
discontinued operations for all prior-reporting periods. The Company
expected to realize a gain on sale and, accordingly, $6.9 million of EPub's
net operating losses were deferred subsequent to the Measurement Date
through June 30, 1999.
In September 1999, the Company entered into a definitive agreement to sell
EPub. However, the sale transaction was structured in a manner that
precluded EPub from being classified as a discontinued operation. As a
result, the deferral of EPub's operating results of $6.9 million was
reclassified to continuing operations during the second quarter of 1999 with
a corresponding gain recognized on sale of discontinued operations in order
to properly reflect the results of continuing operations. The impact to net
income, however, was not required to be recognized until the third quarter
of 1999. Accordingly, the gain recognized on sale of discontinued operations
in the second quarter was reversed.
On January 12, 1999, the Company completed the sale of Cendant Software
Corporation ("CDS") for $800.0 million in cash. The Company realized an
after tax gain of $371.9 million on the disposition of CDS of which $192.7
million was recognized in the first quarter of 1999, coincident with the
closing of the transaction. The Company recorded an $18.6 million reduction
to the gain during the second quarter of 1999, in connection with the
settlement of certain post closing adjustments. The net gain in 1999 of
$174.1 million is reported as gain on sale of discontinued operations in the
consolidated statements of income for the nine months ended September 30,
1999. The remaining $197.8 million of realized after tax net gain was
recognized in the fourth quarter of 1998, substantially in the form of a tax
benefit and corresponding deferred tax asset. CDS was a developer, publisher
and distributor of educational and entertainment software.
In December 1998, the Company completed the sale of Hebdo Mag International,
Inc. ("Hebdo Mag"), the Company's former business unit which published and
distributed classified advertising information.
10
<PAGE>
Summarized financial data of discontinued operations are as follows:
<TABLE>
<CAPTION>
STATEMENT OF INCOME:
(IN MILLIONS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
---------------------- --------------------
CDS HEBDO MAG CDS HEBDO MAG
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Net revenues $ 119.5 $ 65.2 $ 345.8 $ 202.4
------- --------- -------- ---------
Income (loss) before income taxes (20.2) (0.2) (57.3) 20.4
Provision for (benefit from) income taxes (9.7) 1.4 (22.9) 11.0
------- --------- -------- ---------
Net income (loss) $ (10.5) $ (1.6) $ (34.4) $ 9.40
======= ========= ======== =========
</TABLE>
The Company allocated $0.3 million and $13.8 million of interest expense to
discontinued operations for the nine months ended September 30, 1999 and
1998, respectively. Such interest expense represents the cost of funds
associated with businesses acquired by the discontinued business segments at
an interest rate consistent with the Company's consolidated effective
borrowing rate.
BALANCE SHEET:
(IN MILLIONS)
DECEMBER 31, 1998
CDS
-----------------
Current assets $ 284.9
Goodwill 105.7
Other assets 88.2
Total liabilities (105.2)
--------------
Net assets of discontinued operations $ 373.6
==============
6. OTHER CHARGES
MERGER-RELATED COSTS AND OTHER UNUSUAL CHARGES (CREDITS). On September 15,
1999, Netmarket Group, Inc. ("NGI") began operations as an independent
company that will pursue the development of the interactive businesses
formerly within the Company's direct marketing division. NGI will own,
operate, develop and expand the on-line membership businesses, which
collectively have 1.3 million on-line members. Prior to September 15, 1999,
the Company's ownership of NGI was restructured into common stock and
preferred stock interests. On September 15, 1999, (the "donation date") the
Company donated NGI's outstanding common stock to a charitable trust, and
NGI issued additional shares of its common stock to certain of its marketing
partners. Accordingly, as a result of the change in ownership of NGI's
common stock from the Company to independent third parties, prospective from
the donation date, NGI's operating results were no longer be included in the
Company's consolidated financial statements. The Company retained an
ownership in a convertible preferred stock of NGI, which is ultimately
exchangeable, at the Company's option, into approximately 78% of NGI's
diluted common shares. Subsequent to the Company's contribution of NGI's
common stock to the trust, the Company provided a development advance of
$77.0 million to NGI which is contingently repayable to the Company if
certain financial targets related to NGI are achieved. The Company recorded
a charge, inclusive of transaction costs, of $84.8 million ($48.4 million,
after tax) in the third quarter of 1999, in connection with the donation of
NGI shares to the charitable trust and the subsequent development advance.
In the third quarter of 1999, the Company incurred $4.0 million of costs
resulting from further consolidation of European call centers in Cork,
Ireland and $1.1 million of other reorganization related costs. In the
second quarter of 1999, the Company incurred a $23.0 million non-recurring
charge to fund a contribution to the trust responsible for completing the
transition of the Company's lodging franchisees to a Company-sponsored
property management system.
11
<PAGE>
In January 1999, the Company completed the sale of its Essex Corporation
("Essex") subsidiary for $8.0 million and recognized a $1.3 million gain on
sale. Such gain was reported as a credit to merger-related costs and other
unusual charges in the consolidated statement of income for the nine months
ended September 30, 1999. Coincident with the Cendant merger, the Company
previously recorded an unusual charge related to certain intangible assets
of Essex which were determined to be impaired.
During the nine months ended September 30, 1998, the Company recorded a net
credit of $24.4 million associated with changes in the estimate of
liabilities previously recorded in connection with merger-related costs and
other unusual charges.
EXECUTIVE TERMINATION. The Company incurred $50.4 million of costs in third
quarter 1998 related to the termination of Walter A. Forbes, who resigned as
Chairman of the Company and as a member of the Board of Directors. The
severance agreement reached with Mr. Forbes entitled him to the benefits
required by his employment contract relating to a termination of Mr. Forbes'
employment with the Company for reasons other than for cause. Aggregate
benefits given to Mr. Forbes resulted in a charge of $50.4 million comprised
of $37.9 million in cash payments and 1.3 million Company stock options,
with a Black-Scholes value of $12.5 million. Such options were immediately
vested and expire on July 28, 2008.
INVESTIGATION-RELATED COSTS. During the three and nine months ended
September 30, 1999, the Company incurred $4.6 million and $12.8 million,
respectively, of professional fees (primarily litigation-related) and other
miscellaneous expenses in connection with accounting irregularities in the
former business units of CUC International Inc. ("CUC") and resulting
investigations into such matters ("investigation-related costs").
TERMINATION OF PROPOSED ACQUISITION. On February 4, 1999, the Company
announced its intention not to proceed with the acquisition of RAC Motoring
Services ("RACMS") due to certain conditions imposed by the UK Secretary of
State of Trade and Industry that the Company determined to be commercially
infeasible. The Company originally announced on May 21, 1998 its definitive
agreement with the Board of Directors of Royal Automobile Club Limited to
acquire RACMS for approximately $735.0 million in cash. The Company
wrote-off $7.0 million of deferred acquisition costs in the first quarter of
1999 in connection with the termination of the proposed acquisition of
RACMS.
7. DISPOSITION OF BUSINESSES
PENDING DISPOSITION OF EPUB. On September 14, 1999, the Company entered into
a definitive agreement to sell approximately 84% of its EPub business unit
for $305.0 million in cash, subject to certain adjustments. The Company
will retain approximately 16% of EPub's equity in connection with the
transaction. In addition, the Company will have a designee on EPub's Board
of Directors. The Company's original intention was to dispose of 100% of
EPub. Subsequent to the consummation of the transaction, the Company will
account for its investment in EPub using the equity method. The transaction
is subject to customary regulatory approvals and customary conditions and is
expected to be consummated in the fourth quarter of 1999. The sale of EPub
is expected to generate an after-tax gain of approximately $125.0 million.
EPub is the world's largest marketer and publisher of coupon books and
discount programs which provides customers with unique products and services
that are designed to enhance a customer's purchasing power.
CENTRAL CREDIT, INC. On September 3, 1999, the Company completed the sale of
its Central Credit, Inc. ("CCI") business unit for $44.0 million in cash and
realized a gain on sale of $3.9 million ($12.1 million, after tax loss).
Upon the initial execution of the definitive agreement to sell CCI, the
Company recorded an additional tax provision of $14.5 million with a
corresponding deferred tax liability in the second quarter of 1999, which
was when the recognition of such deferred tax liability became apparent. CCI
is the leading provider of gaming patron credit information services to
casinos.
12
<PAGE>
GLOBAL REFUND GROUP. On August 24, 1999, the Company completed the sale of
its Global Refund Group subsidiary ("Global Refund") for approximately
$160.0 million in cash. Global Refund, formerly known as Europe Tax Free
Shopping, is the world's largest value-added tax refund services company.
The Company realized a gain on sale of $73.3 million ($25.3 million, after
tax) during the third quarter of 1999.
SPARK SERVICES, INC. On August 12, 1999, the Company completed the sale of
its Spark Services, Inc. ("Spark") business unit for approximately $34.6
million in cash and realized a gain on sale of $7.6 million ($2.3 million,
after tax) during the third quarter of 1999. Spark is a leading provider of
dating and personals services to the radio industry.
FLEET. On June 30, 1999, the Company completed the disposition of the fleet
business segment ("fleet segment" or "fleet businesses"), which included PHH
Vehicle Management Services LLC, Wright Express Corporation, The Harpur
Group, Ltd., and other subsidiaries pursuant to an agreement between PHH
Corporation ("PHH"), a wholly-owned subsidiary of the Company, and Avis Rent
A Car, Inc. ("ARAC"). Pursuant to the agreement, ARAC acquired the net
assets of the fleet businesses through the assumption and subsequent
repayment of $1.44 billion of intercompany debt and the issuance of $360.0
million of convertible preferred stock of Avis Fleet Leasing and Management
Corporation ("Avis Fleet"), a wholly-owned subsidiary of ARAC. The
transaction followed a competitive bidding process. Coincident to the
closing of the transaction, ARAC refinanced the assumed debt under
management programs which was payable to the Company. Accordingly, on June
30, 1999, the Company received additional consideration from ARAC of
$3,047.5 million comprised of $3,016.9 million of cash proceeds and a $30.6
million note receivable. On such date, the Company used proceeds of $1,809.4
million to repay outstanding fleet segment financing arrangements.
Additionally, in July 1999, the Company utilized cash proceeds from the
transaction of $1,033.0 million (received in the form of a dividend payment
from PHH) to substantially execute the "Dutch Auction" tender offer by the
Company to purchase 50 million shares of Company common stock (See Note 11-
Shareholders' Equity). As of June 30, 1999, the remaining proceeds were
designated to repay outstanding debt as it matures (the borrowings of which
had been loaned to the fleet segment to finance the purchases of leased
vehicles and to finance other assets under management and mortgage programs.
The convertible preferred stock of Avis Fleet is convertible into common
stock of ARAC at the Company's option upon the satisfaction of certain
conditions, including the per share price of ARAC Class A common stock
equaling or exceeding $50 per share and the fleet segment attaining certain
EBITDA (earnings before interest, taxes, depreciation and amortization)
thresholds, as defined. There are additional circumstances upon which the
shares of Avis Fleet convertible preferred stock are automatically or
mandatorily convertible into ARAC common stock. At September 30, 1999, the
Company beneficially owned approximately 18% of the outstanding Class A
common stock of ARAC. If all of the Avis Fleet convertible preferred stock
was converted into common stock of ARAC, as of the closing date, the Company
would have owned approximately 33% of ARAC's outstanding common equity
(although the voting interest would be limited, in most instances to 20%).
The Company realized a net gain on the disposition the fleet business
segment of $881.4 million ($865.7 million, after tax) of which $714.8
million ($702.1 million, after tax) was recognized in the second quarter of
1999 and $166.6 million ($163.6 million, after tax) was deferred at June 30,
1999. The Company deferred the portion of the realized net gain which was
equivalent to its common equity ownership percentage in ARAC at the time of
closing. During the third quarter of 1999, the Company recognized $9.7
million ($9.3 million, after tax) of the deferred portion of the realized
net gain due to the sale of a portion of the Company's ownership of ARAC.
The realized gain is net of approximately $90.0 million of transaction
costs. The deferred net gain is included in deferred income as presented in
the consolidated balance sheet at September 30, 1999. The fleet segment
disposition was structured in accordance with applicable tax law to be
treated as a tax-free reorganization and, accordingly, no tax
13
<PAGE>
provision has been recorded on a majority of the gain. Should the
transaction be deemed taxable, the resultant tax liability could be
material.
See Note 13 - Segment Information - Fleet for a description of the services
which were provided within the fleet segment.
OTHER BUSINESSES. During the second quarter of 1999, the Company completed
the dispositions of certain businesses, including Match.com, National
Leisure Group and National Library of Poetry. Aggregate consideration
received on the dispositions of such businesses was comprised of $27.4
million in cash and $43.3 million of common stock. The Company realized a
net gain of $34.9 million ($21.5 million, after tax), which is included in
net gain on the disposition of businesses in the consolidated statements of
income for the nine months ended September 30, 1999.
8. PENDING ISSUANCE OF TRACKING STOCK
On September 30, 1999, the Company's Board of Directors approved a plan to
create a new series of Cendant common stock intended to reflect the
performance of CompleteHome.com, Inc. ("CompleteHome.com"), the Company's
internet real estate services portal ("CompleteHome.com tracking stock").
The plan to create a new series of tracking stock is subject to shareholder
approval. There is currently no common stock outstanding related to
CompleteHome.com. The Company anticipates filing a proxy statement with the
SEC, which will contain detailed financial information as well as more
specific plans concerning the transaction. Although CompleteHome.com
tracking stock is intended to track the performance of CompleteHome.com,
holders, if any, will be subject to all of the risks associated with an
investment in the Company and all of its businesses, assets and liabilities.
The tracing stock proposal, if adopted, will enable the Company to issue
CompleteHome.com tracking stock in one or more private or public financings
and perhaps creating a public trading market for CompleteHome.com tracking
stock. In connection with this announcement, the Company will report
CompleteHome.com as a separate business segment. See Note 13 - Segment
Information - CompleteHome.com for a description of the services provided.
Although the tracking stock is intended to track the performance of
CompleteHome.com, holders, if any, will still be subject to all the risks
associated with an investment in the Company and all of its businesses,
assets and liabilities.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources - Pending Issuance of
Tracking Stock" for summarized income statement data presented for Cendant
Consolidated, CompleteHome.com and Cendant excluding CompleteHome.com.
9. LITIGATION SETTLEMENT
On March 17, 1999, the Company reached a final agreement to settle the class
action lawsuit that was brought on behalf of the holders of Income or Growth
FELINE PRIDES ("PRIDES") securities who purchased their securities on or
prior to April 15, 1998, the date on which the Company announced the
discovery of accounting irregularities in the former business units of CUC.
Under the terms of the final agreement only holders who owned PRIDES at the
close of business on April 15, 1998 will be eligible to receive a new
additional "Right" for each PRIDES security held. Right holders may (i) sell
them or (ii) exercise them by delivering to the Company, three Rights
together with two PRIDES in exchange for two New PRIDES (the "New PRIDES"),
for a period beginning upon distribution of the Rights and concluding upon
expiration of the Rights (February 2001).
The terms of the New PRIDES will be the same as the original PRIDES except
that the conversion rate will be revised so that, at the time the Rights are
distributed, each New PRIDES will have a value equal to $17.57 more than
each original PRIDES, or, in the aggregate, approximately $351.0 million.
The final agreement also requires the Company to offer to sell four million
additional PRIDES (having identical terms to currently outstanding PRIDES)
to holders of Rights for cash, at a value which will be based on the
valuation model that will be utilized to set the conversion rate of the New
PRIDES. The offering of additional PRIDES will be made only pursuant to a
prospectus filed with the SEC. The
14
<PAGE>
Company currently expects to use the proceeds of such offering to repay
indebtedness, repurchase Company common stock and for other general
corporate purposes. The arrangement to offer additional PRIDES is designed
to enhance the trading value of the Rights by removing up to six million
Rights from circulation via exchanges associated with the offering and to
enhance the open market liquidity of New PRIDES by creating four million New
PRIDES via exchanges associated with the offering. If holders of Rights do
not acquire all such additional PRIDES, under certain circumstances they
will be offered to the public. Under the settlement agreement, the Company
has also filed a shelf registration statement for an additional 15 million
special PRIDES, which could be issued by the Company at any time for cash.
However, during the last 30 days prior to the expiration of the Rights in
February 2001, the Company will be required to offer these special
additional PRIDES to holders of Rights at a price in cash equal to 105% of
their theoretical value. The special PRIDES, if issued, would have the same
terms as the currently outstanding PRIDES and could be used to exercise
Rights.
Based on an average market price of $15.75 per share of Company common stock
(calculated based on the average closing price per share of Company common
stock for the consecutive five-day period ended October 22, 1999), the
effect of the issuance of the New PRIDES will be to distribute approximately
22 million more shares of Company common stock when the mandatory purchase
of Company common stock associated with the PRIDES occurs in February 2001.
On June 15, 1999, the United States District Court for the District of New
Jersey entered an order and judgment approving the settlement described
above and awarding fees to counsel to the class. One objector, who objected
to a portion of the settlement notice concerning fees to be sought by
counsel to the class and the amount of fees to be sought by counsel to the
class, has filed an appeal to the U.S. Court of Appeals for the Third
Circuit from the District Court order approving the settlement and awarding
fees to counsel to the class. Although under the settlement the Rights are
required to be distributed following the conclusion of court proceedings,
including appeals, the Company believes that the appeal is without merit. As
a result, the Company currently intends to distribute the Rights in November
1999 after the final list of eligible claimants has been determined by the
court.
10. COMMITMENTS AND CONTINGENCIES
LITIGATION
Accounting Irregularities. Since the April 15, 1998 announcement of the
discovery of accounting irregularities in the former business units of CUC,
approximately 70 lawsuits claiming to be class actions, two lawsuits
claiming to be brought derivatively on the Company's behalf and several
individual lawsuits and arbitration proceedings have been commenced in
various courts and other forums against the Company and other defendants by
or on behalf of persons claiming to have purchased or otherwise acquired
securities or options issued by CUC or the Company between May 1995 and
August 1998. The Court has ordered consolidation of many of the actions.
In addition, in October 1998, an action claiming to be a class action was
filed against the Company and four of the Company's former officers and
directors by persons claiming to have purchased American Bankers' stock
between January and October 1998. The complaint claimed that the Company
made false and misleading public announcements and filings with the SEC in
connection with the Company's proposed acquisition of American Bankers
allegedly in violation of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, as amended, and that the plaintiff and the alleged
class members purchased American Bankers' securities in reliance on these
public announcements and filings at inflated prices. On April 26, 1999, the
United States District Court for New Jersey found that the class action
failed to state a claim upon which relief could be granted and, accordingly,
dismissed the complaint. The plaintiff has appealed the District Court's
findings to the U.S. Court of Appeals for the Third Circuit.
15
<PAGE>
As previously disclosed, the Company reached a final agreement with
plaintiffs' counsel representing the class of holders of its PRIDES
securities who purchased their securities on or prior to April 15, 1998 to
settle their class action lawsuit against the Company through the issuance
of a new "Right" for each PRIDES security held. (See Note 9 Litigation
Settlement for a more detailed description of the settlement).
The SEC and the United States Attorney for the District of New Jersey are
conducting investigations relating to the matters referenced above. The SEC
advised the Company that its inquiry should not be construed as an
indication by the SEC or its staff that any violations of law have occurred.
As a result of the findings from the investigations, the Company made all
adjustments considered necessary which are reflected in its restated
financial statements. Although the Company can provide no assurances, the
Company does not expect that additional adjustments will be necessary.
While the Company is engaged in discussions with Counsel for the plaintiffs
in certain of these actions seeking a settlement of them, other than with
respect to the PRIDES class action litigation, the Company does not believe
it is feasible to predict or determine the final outcome or resolution of
these proceedings or to estimate the amounts or potential range of loss with
respect to these proceedings and investigations. In addition, the timing of
the final resolution of these proceedings and investigations is uncertain.
The possible outcomes or resolutions of these proceedings and investigations
could include judgements against the Company or settlements and could
require substantial payments by the Company. Management believes that
material adverse outcomes with respect to such proceedings and
investigations could have a material adverse impact on the Company's
financial position, results of operations or cash flows.
Other Pending Litigation. The Company and its subsidiaries are involved in
pending litigation in the usual course of business. In the opinion of
management, such other litigation will not have a material adverse effect on
the Company's consolidated financial position, results of operations or cash
flows.
11. SHAREHOLDERS' EQUITY
During the nine months ended September 30, 1999, the Company's Board of
Directors authorized an additional $800 million of Company common stock to
be repurchased under a common share repurchase program, increasing the total
authorized amount to be repurchased under the program to $1.8 billion. The
Company has executed this program through open market purchases or privately
negotiated transactions, subject to bank credit facility covenants and
certain rating agency constraints. As of September 30, 1999, the Company
repurchased approximately $1.8 billion (93.6 million shares) of Company
common stock under the program. On October 20, 1999, the Company announced
that its Board of Directors has authorized an additional $1.0 billion in
common share repurchases under its stock repurchase program. However, the
execution of the additional share repurchases has been deferred pending a
determination of whether or not a settlement of the principal class action
litigation is possible.
On July 21, 1999, pursuant to a Dutch Auction self-tender offer to its
shareholders, the Company purchased 50 million shares of Company common
stock through its wholly-owned subsidiary Cendant Stock Corporation at a
price of $22.25 per share (the "Dutch Auction").
As of October 22, 1999, the Company repurchased a total of $3.0 billion
(152.1 million shares) of its common stock, inclusive of the stock
repurchase program, the Dutch Auction, and the 7.1 million shares of the
common stock received as partial consideration in connection with the sale
of the Hebdo Mag business unit.
16
<PAGE>
12. NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133 requires the
Company to record all derivatives in the consolidated balance sheet as
either assets or liabilities measured at fair value. If the derivative does
not qualify as a hedging instrument, the change in the derivative fair
values will be immediately recognized as a gain or loss in earnings. If the
derivative does qualify as a hedging instrument, the gain or loss on the
change in the derivative fair values will either be recognized (i) in
earnings as offsets to the changes in the fair value of the related item
being hedged or (ii) be deferred and recorded as a component of other
comprehensive income and reclassified to earnings in the same period during
which the hedged transactions occur. The Company has not yet determined what
impact the adoption of SFAS No. 133 will have on its financial statements.
Implementation of this standard has recently been delayed by the FASB for a
twelve month period. The Company will adopt SFAS No. 133 as required for its
first quarterly filing of fiscal year 2001.
13. SEGMENT INFORMATION
Management evaluates each segment's performance on a stand-alone basis based
on a modification of earnings before interest, income taxes, depreciation
and amortization. For this purpose, Adjusted EBITDA is defined as earnings
before non-operating interest, income taxes, depreciation and amortization,
adjusted to exclude net gain on disposition of businesses and other items
which are of a non-recurring or unusual nature, and are not measured in
assessing segment performance or are not segment specific. The Company
determined its reportable operating segments based primarily on the types of
services it provides, the consumer base to which marketing efforts are
directed and the methods used to sell services. Although the Company
disposed of its fleet segment on June 30, 1999, the Company added
CompleteHome.com as an additional reportable operating segment, thereby
maintaining the eight reportable operating segments which collectively
comprise the Company's continuing operations. Inter-segment net revenues
were not significant to the net revenues of any one segment. A description
of the services provided within each of the Company's reportable operating
segments is as follows:
TRAVEL
Travel services include the franchising of lodging properties and car rental
locations, as well as vacation/timeshare exchange services. As a franchisor
of guest lodging facilities and car rental agency locations, the Company
licenses the independent owners and operators of hotels and car rental
agencies to use its brand names. Operational and administrative services are
provided to franchisees, which include access to a national reservation
system, national advertising and promotional campaigns, co-marketing
programs and volume purchasing discounts. As a provider of vacation and
timeshare exchange services, the Company enters into affiliation agreements
with resort property owners/developers (developers) to allow owners of
weekly timeshare intervals (subscribers) to trade their owned weeks with
other subscribers. In addition, the Company provides publications and other
travel-related services to both developers and subscribers.
REAL ESTATE FRANCHISE
The Company licenses the owners and operators of independent real estate
brokerage businesses to use its brand names. Operational and administrative
services are provided to franchisees, which are designed to increase
franchisee revenue and profitability. Such services include advertising and
promotions, referrals, training and volume purchasing discounts.
17
<PAGE>
RELOCATION
Relocation services are provided to client corporations for the transfer of
their employees. Such services include appraisal, inspection and selling of
transferees' homes and providing equity advances to transferees (generally
guaranteed by the corporate customer). Additional services provided include
certain home management services, assistance in locating a new home at the
transferee's destination, consulting services and other related services.
MORTGAGE
Mortgage services primarily include the origination, sale and servicing of
residential mortgage loans. Revenues are earned from the sale of mortgage
loans to investors as well as from fees earned on the servicing of loans for
investors. The Company markets a variety of mortgage products to consumers
through relationships with corporations, affinity groups, financial
institutions, real estate brokerage firms and other mortgage banks.
The Company customarily sells all mortgages it originates to investors
(which include a variety of institutional investors) either as individual
loans, as mortgage-backed securities or as participation certificates issued
or guaranteed by Fannie Mae, the Federal Home Loan Mortgage Corporation or
the Government National Mortgage Association while generally retaining
mortgage servicing rights. Mortgage servicing consists of collecting loan
payments, remitting principal and interest payments to investors, holding
escrow funds for payment of mortgage-related expenses such as taxes and
insurance, and otherwise administering the Company's mortgage loan servicing
portfolio.
INDIVIDUAL MEMBERSHIP
Individual membership provides customers with access to a variety of
services and discounted products in such areas as retail shopping, travel,
auto, dining, home improvement, credit information and special
interest/outdoor clubs. The Company affiliates with business partners such
as leading financial institutions and retailers to offer membership as an
enhancement to their credit card customers. Individual memberships are
marketed primarily using direct marketing techniques. Through the Company's
membership based online consumer sites, similar products and services are
offered over the internet.
INSURANCE/WHOLESALE
Insurance/Wholesale markets and administers competitively priced insurance
products, primarily accidental death and dismemberment insurance and term
life insurance. The Company also provides services such as checking account
enhancement packages, various financial products and discount programs to
financial institutions, which in turn provide these services to their
customers. The Company affiliates with financial institutions, including
credit unions and banks, to offer their respective customer bases such
products and services.
COMPLETEHOME.COM
CompleteHome.com is a real estate services Internet portal that encompasses
all aspects of the home experience, including finding a home, buying or
renting a home, moving and post-closing home improvements.
CompleteHome.com's business consists of three primary sources of revenue:
rental directory services, e-commerce/advertising and real estate related
products including mortgage brokerage. CompleteHome.com integrates and
enhances the online efforts of the Company's residential real estate brand
names and those of the Company's other real estate business units.
OTHER SERVICES
In addition to the previously described business segments, the Company also
derives revenues from providing a variety of other consumer and business
products and services which include the Company's tax preparation services
franchise, information technology services, car park facilities, vehicle
emergency support and rescue services, discount coupon books, credit
information services, financial products, published products, welcoming
packages to new homeowners, value added-tax refund services to travelers and
other consumer-related services.
18
<PAGE>
FLEET
As disclosed in Note 7, on June 30, 1999, the Company completed the
disposition of its fleet segment for aggregate consideration of $1.8
billion. The fleet segment provided fleet and fuel card related products and
services to corporate clients and government agencies. These services
included management and leasing of vehicles, fuel card payment and reporting
and other fee-based services for clients' vehicle fleets. The Company leased
vehicles primarily to corporate fleet users under operating and direct
financing lease arrangements.
<TABLE>
<CAPTION>
SEGMENT INFORMATION
(IN MILLIONS) THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------
1999 1998
----------------------- --------------------------
ADJUSTED ADJUSTED
REVENUES EBITDA REVENUES EBITDA
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Travel $ 311.6 $ 162.7 $ 297.3 $ 142.2
Real Estate Franchise 161.4 124.4 126.7 102.1
Relocation 116.8 42.2 130.8 45.6
Mortgage 113.8 59.3 79.9 45.4
Individual Membership 279.6 48.3 (2) 241.0 (11.0)
Insurance/Wholesale 143.5 48.3 135.5 32.1
CompleteHome.com 5.2 (7.7) 2.6 0.3
Other Services 278.5 49.2 (3) 349.2 9.9 (4,5)
Fleet - - 94.8 40.5
-------- ---------- -------- --------
Total $1,410.4 $ 526.7 $1,457.8 $ 407.1
======== ========== ======== ========
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------------
1999 1998
----------------------- ------------------------
ADJUSTED ADJUSTED
REVENUES EBITDA REVENUES EBITDA (10)
-------- --------- -------- ------------
<S> <C> <C> <C> <C>
Travel $ 873.2 $ 453.9 (6) $ 826.5 $ 427.0
Real Estate Franchise 416.9 309.7 342.5 264.4
Relocation 314.5 94.3 340.7 97.6
Mortgage 313.6 153.0 251.9 127.7
Individual Membership 766.8 77.3 (2) 650.1 (68.4)
Insurance/Wholesale 426.2 136.6 (7) 406.3 106.7
CompleteHome.com 11.3 (13.6) 7.2 0.9
Other Services 788.8 125.6 (8) 752.5 (1) 79.9 (1,5,9)
Fleet 207.4 80.8 287.4 131.8
-------- --------- -------- ---------
Total $4,118.7 $ 1,417.6 $3,865.1 $ 1,167.6
======== ========= ======== =========
</TABLE>
- ---------------
(1) Includes the financial results of NPC from the April 27, 1998 acquisition
date.
(2) Excludes an $84.8 million non-recurring charge associated with the
formation of NGI.
(3) Excludes (i) $4.6 million of investigation-related costs; (ii) $4.0
million of costs resulting from further consolidation of European call
centers in Cork, Ireland; and (iii) $1.1 million of other reorganization
related costs.
(4) Excludes (i) $50.4 million of costs associated with separation payments to
the Company's former chairman; and (ii) $26.0 million of
investigation-related costs.
(5) Includes a $50.0 million non-cash write-off of impaired goodwill
associated with the Company's National Library of Poetry subsidiary and
certain equity investments in interactive membership businesses.
(6) Excludes a $23.0 million non-recurring charge in connection with the
transition of the Company's lodging franchisees to a Company-sponsored
property management system.
(7) Includes an $8.2 million reduction in expenses resulting from a change in
the estimated amortization lives of accidental death and dismemberment
customer acquisition costs.
(8) Excludes (i) $12.8 million of investigation-related costs; (ii) $4.0
million of costs resulting from further consolidation of European call
centers in Cork, Ireland; (iii) $1.1 million of costs associated with
certain reorganization; (iv) a $7.0 million write-off of deferred
acquisition costs incurred in connection with the termination of the
proposed acquisition of RACMS; and (v) a $1.3 million gain on the sale of
Essex which has been recorded as a credit to merger-related costs and
other unusual charges.
(9) Excludes (i) $50.4 million of costs associated with separation payments to
the Company's former chairman; and (ii) $58.2 million of
investigation-related costs.
19
<PAGE>
(10) Excludes a net credit of $24.4 million associated with changes in the
estimate of liabilities previously recorded in connection with
merger-related costs and other unusual charges. The aforementioned net
credit was comprised of $5.4 million, $1.0 million, $24.1 million and $1.3
million of credits within the Travel, Real Estate Franchise, Other
Services and Fleet segments, respectively, and $3.7 million of charges
incurred within the Relocation and Mortgage segments, respectively.
Provided below is a reconciliation of total Adjusted EBITDA for reportable
operating segments for the three and nine months ended September 30, 1999
and 1998 to income from continuing operations before income taxes and
minority interest.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
(IN MILLIONS) 1999 1998
---------- ----------
<S> <C> <C>
Adjusted EBITDA for reportable segments $ 526.7 $ 407.1
Depreciation and amortization 87.4 88.9
Other charges
Merger-related costs and other unusual charges (credits) 89.9 -
Other investigation-related costs 4.6 11.5
Investigation-related financing costs - 14.5
Executive termination - 50.4
Interest, net 51.5 31.0
Net gain on disposition of businesses 75.3 -
-------- ---------
Income from continuing operations before
income taxes and minority interest $ 368.6 $ 210.8
======== =========
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
(IN MILLIONS) 1999 1998
--------- ----------
<S> <C> <C>
Adjusted EBITDA for reportable segments $1,417.6 $ 1,167.6
Depreciation and amortization 277.0 241.3
Other charges
Merger-related costs and other unusual charges (credits) 111.6 (24.4)
Termination of proposed acquisition 7.0 -
Other investigation-related costs 12.8 31.0
Investigation-related financing costs - 27.2
Executive termination - 50.4
Interest, net 153.8 72.9
Net gain on disposition of businesses 824.8 -
-------- ---------
Income from continuing operations before
income taxes and minority interest $1,680.2 $ 769.2
======== =========
</TABLE>
14. SUBSEQUENT EVENTS
DISPOSITION OF BUSINESSES
Pending disposition of Green Flag. On October 8, 1999, the Company entered
into a definitive agreement to dispose of its Green Flag business unit for
approximately $410 million in cash. The transaction, subject to customary
regulatory approval in the United Kingdom ("UK"), is expected to be
consummated in the fourth quarter of 1999. Green Flag is a roadside
assistance organization based in the UK, which provides a wide range of
emergency support and rescue services.
North American Outdoor Group. On October 8, 1999, the Company completed the
disposition of approximately 94% of its North American Outdoor Group
("NAOG") business unit for approximately $140.0 million in cash. The Company
will retain approximately 6% of NAOG's equity in connection with the
transaction. The sale of NAOG generated a gain of $107.1 million ($67.0
million, after tax). Subsequent to consummation, the Company will account
for its investment in NAOG using the cost method. NAOG is one of the largest
lifestyle affinity membership organizations.
20
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
We are one of the foremost consumer and business services companies in the
world. We provide business services to our customers, many of which are consumer
services companies, and also provide fee-based services directly to consumers,
generally without owning the assets or sharing the risks associated with the
underlying businesses of our customers or collaborative partners.
Our businesses provide a wide range of complementary consumer and business
services which together consists of four principal divisions - travel related
services, real estate related services, direct marketing services and other
consumer and business services. Although the Company disposed of its Fleet
segment on June 30, 1999, we added CompleteHome.com as an additional reportable
operating segment in the third quarter 1999, thereby maintaining eight business
segments. The travel services businesses facilitate vacation timeshare
exchanges, and franchise car rental and hotel businesses; the real estate
related services division franchise real estate brokerage businesses, provide
home buyers with mortgages and assist in employee relocation; and the direct
marketing services businesses provide an array of value driven products and
services. Our other consumer and business services include our tax preparation
services franchise, information technology services, car parking facility
services, vehicle emergency support and rescue services, discount coupon books
(sale pending), credit information services, financial products and other
consumer-related services.
As a franchisor of hotels, real estate brokerage offices, car rental operations
and tax preparation services, we license the owners and operators of independent
businesses to use our brand names. We do not own or operate hotels, real estate
brokerage offices, car rental operations or tax preparation offices. Instead, we
provide our franchisee customers with services designed to increase their
revenue and profitability.
In connection with our previously announced program to focus on maximizing the
opportunities and growth potential of our existing businesses, we divested or
announced our intention to divest several non-strategic businesses and assets
and have completed or commenced certain other strategic initiatives related to
our internet businesses. Pursuant to such program, we completed the dispositions
of North American Outdoor Group, Global Refund Group, the Fleet businesses,
Central Credit, Inc., Spark Services, Inc., Match.com, National Leisure Group,
National Library of Poetry, Cendant Software Corporation and Hebdo Mag
International, Inc. and have entered into definitive agreements to dispose of
the Green Flag Group ("Green Flag") and Entertainment Publications, Inc.
("EPub"). The Green Flag and EPub transactions are expected to close during the
fourth quarter of 1999. The divestiture program will ultimately generate
approximately $4.5 billion in proceeds. (see "Liquidity and Capital Resources -
Divestitures").
In addition to the above mentioned divestitures, we recently initiated certain
internet strategies outlined below.
We recently announced that our Board of Directors approved a plan to create a
new series of Cendant common stock to track the performance of CompleteHome.com,
Inc. our internet real estate services portal. The plan to create a new series
of tracking stock, is subject to shareholder approval. CompleteHome.com will
integrate and enhance the online efforts of our residential real estate brands
and those of our other real estate business units. CompleteHome.com encompasses
all aspects of the home experience including finding a home, buying or renting
home, moving and post-closing home improvements. CompleteHome.com's business
consists of three primary sources of revenue: rental directory services,
e-commerce/advertising and real estate related products including mortgage
brokerage. We plan to file a proxy statement with the Securities and Exchange
Commission ("SEC"), which will contain financial details as well as more
specific plans concerning the tracking stock proposal. Although the tracking
stock is intended to track the performance of CompleteHome.com, holders, if any,
will still be subject to all the risks associated with an investment in the
Company and all of its businesses, assets and liabilities.
21
<PAGE>
On September 15, 1999, we donated the outstanding common stock of Netmarket,
Inc. ("NGI") to a charitable trust and NGI began operations as an independent
company that will pursue the development of the interactive on-line businesses
formerly within our direct marketing division. NGI will own, operate, develop
and expand the on-line membership businesses. We donated NGI's outstanding
common stock to a charitable trust and retained an ownership of a convertible
preferred stock of NGI, which is ultimately exchangeable, at our option, into
approximately 78% of NGI's diluted common shares (see "Liquidity and Capital
Resources - Investment in Netmarket, Inc."). Accordingly, as a result of the
change of ownership, NGI's operating results will no longer be included in our
consolidated financial statements on a prospective basis.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1999
VS.
THREE MONTHS ENDED SEPTEMBER 30, 1998
CONSOLIDATED RESULTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
(DOLLARS IN MILLIONS) 1999 1998 % CHANGE
--------- --------- ---------
<S> <C> <C> <C>
Net revenues $ 1,410.4 $ 1,457.8 (3%)
--------- ----------
Expenses
Operating 443.6 565.9 (22%)
Marketing and reservation 270.5 297.2 (9%)
General and administrative 169.6 187.6 (10%)
--------- ----------
883.7 1,050.7 (16%)
--------- ----------
Adjusted EBITDA 526.7 407.1 29%
Other charges
Merger-related costs and other unusual
charges (credits) 89.9 - *
Other investigation-related costs 4.6 11.5 *
Investigation-related financing costs - 14.5 *
Executive termination - 50.4 *
Depreciation and amortization expense 87.4 88.9 (2%)
Interest expense, net 51.5 31.0 66%
Net gain on disposition of businesses 75.3 - *
--------- ---------
Pre-tax income from continuing operations
before minority interest 368.6 210.8 *
Provision for income taxes 144.3 73.2 97%
Minority interest, net of tax 15.7 14.5 8%
--------- ----------
Income from continuing operations 208.6 123.1 *
Loss from discontinued operations, net of tax - (12.1) *
Loss on sale of discontinued operations, net of tax (6.9) - *
--------- ----------
Net income $ 201.7 $ 111.0 *
========= ==========
</TABLE>
- ---------
* Not meaningful.
REVENUES AND ADJUSTED EBITDA
Revenues decreased $47.4 million (3%) in third quarter 1999 compared with second
quarter 1998. Revenues grew in substantially all of our reportable operating
segments, however the disposition of non-strategic businesses during 1999
resulted in the consolidated revenue decrease. Adjusted EBITDA increased $119.6
million (29%) for the same period. Significant contributing factors which gave
rise to growth in substantially all of our reportable operating segments
included growth in the volume of mortgage services provided and an increase in
the amount of royalty fees received from our franchised brands, within both our
travel and real estate franchise segments. In addition, we experienced strong
growth and efficiencies within our direct marketing businesses. A detailed
discussion of revenues and Adjusted EBITDA trends from 1998 to 1999 is included
in the section entitled "Results of Reportable Operating Segments - Third
Quarter 1999 vs. Third Quarter 1998."
22
<PAGE>
OTHER CHARGES
Executive Terminations. We incurred $50.4 million of costs in third quarter 1998
related to the termination of Walter A. Forbes, who resigned as our Chairman and
as a member of our Board of Directors in July 1998. The severance agreement
reached with Mr. Forbes entitled him to the benefits required by his employment
contract relating to a termination of Mr. Forbes' employment with us for reasons
other than for cause. Aggregate benefits given to Mr. Forbes resulted in a
charge of $50.4 million comprised of $37.9 million in cash payments and 1.3
million of immediately vested Company stock options, with a Black-Scholes value
of $12.5 million.
Investigation-Related Costs. During third quarter 1999, we incurred $4.6 million
of professional fees and other miscellaneous expenses in connection with
accounting irregularities in the former business units of CUC International Inc.
("CUC") and the resulting investigations into such matters
("investigation-related costs").
Merger-Related Costs and Other Unusual Charges (Credits). During third quarter
1999, we recorded a net charge of $89.9 million ($51.6 million, after tax),
comprised of an $84.8 million ($48.4 million, after tax) non-recurring charge in
connection with the donation of NGI shares to the charitable trust, $4.0 million
of costs resulting from further consolidation of European call centers in Cork,
Ireland and $1.1 million of other reorganization related costs.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense decreased $1.5 million (2%) in third
quarter 1999 compared to third quarter 1998 primarily as a result of the impact
of the disposed businesses offset by increased depreciation on the continuing
business due to continued capital spending.
INTEREST EXPENSE, NET AND MINORITY INTEREST, NET OF TAX
Interest expense, net, increased $20.5 million (66%) while minority interest,
net of tax, increased slightly in third quarter 1999 compared to third quarter
1998. The increase in interest expense is principally attributable to higher
borrowing costs during 1999 as compared to 1998. The average debt balances in
1999 were comprised of longer-term fixed rate debt as compared to 1998, which
substantially contributed to the increase in cost of funds. Minority interest,
net of tax, reflects the preferred dividends payable in cash on our FELINE
PRIDES and the trust preferred securities issued in March 1998 (see "Liquidity
and Capital Resources - Financing Exclusive of Management and Mortgage Financing
- - FELINE PRIDES and Trust Preferred Securities").
NET GAIN ON DISPOSITION OF BUSINESSES
See "Liquidity and Capital Resources - Divestitures" for a discussion regarding
the dispositions of certain businesses during third quarter 1999 and the
resulting net gain from such dispositions.
PROVISION FOR INCOME TAXES
Our effective tax rate was increased from 34.7% in 1998 to 39.1% in 1999 due to
income taxes provided on the net gain realized upon the disposition of Global
Refund Group and Spark Services, Inc. at a higher tax rate than that of
continuing operations.
23
<PAGE>
DISCONTINUED OPERATIONS
Pursuant to our program to divest non-strategic businesses and assets, we sold
our consumer software and classified advertising businesses in January 1999 and
December 1998, respectively (see "Liquidity and Capital Resources - Divestitures
- - Discontinued Operations").
On April 21, 1999 (the "Measurement Date"), we announced that our Board of
Directors approved management's plan to pursue the sale of our Entertainment
Publications, Inc. ("EPub") business unit, our wholly-owned subsidiary. At such
time we reclassified EPub to discontinued operations for all prior-reporting
periods. We expected to realize a gain on sale and, accordingly, $6.9 million of
EPub's net operating losses were deferred subsequent to the Measurement Date
through June 30, 1999.
In September 1999, we entered into a definitive agreement to sell EPub. However,
the sale transaction was structured in a manner that precluded EPub from being
classified as a discontinued operation. As a result, the deferral of EPub's
operating results of $6.9 million was reclassified to continuing operations
during the second quarter of 1999 with a corresponding gain recognized on sale
of discontinued operations in order to properly reflect the results of
continuing operations. The impact to net income, however, was not required to be
recognized until the third quarter of 1999. Accordingly, the gain recognized on
sale of discontinued operations in the second quarter was reversed.
The operating results of the consumer software business during 1999, through the
date of sale (January 12, 1999) were not material. In 1998, loss from
discontinued operations, net of tax, was $12.1 million and was comprised of the
following operating results:
THREE MONTHS ENDED
SEPTEMBER 30, 1998
------------------------------
CONSUMER CLASSIFIED
(IN MILLIONS) SOFTWARE ADVERTISING
-------- -----------
Net revenues $ 119.5 $ 65.2
Net loss (10.5) (1.6)
RESULTS OF REPORTABLE OPERATING SEGMENTS - THIRD QUARTER 1999 VS.
THIRD QUARTER 1998
The underlying discussions of each segment's operating results focuses on
Adjusted EBITDA, which is defined as earnings before non-operating interest,
income taxes, depreciation and amortization, adjusted to exclude net gain on
disposition of businesses and other items which are of a non-recurring or
unusual nature, and are not measured in assessing segment performance or are not
segment specific. Our management believes such discussion is the most
informative representation of how management evaluates performance. We
identified our reportable operating segments based primarily on the types of
services we provide, the consumer base to which marketing efforts are directed
and the methods we use to sell services. Although we disposed of our fleet
segment on June 30, 1999, we added CompleteHome.com as an additional reportable
operating segment, thereby maintaining the eight reportable operating segments
which collectively comprise our continuing operations. For additional
information, including a description of the services provided in each of our
reportable operating segments, see Note 13 to the consolidated financial
statements.
24
<PAGE>
Three Months Ended September 30,
- --------------------------------
(Dollars in millions)
<TABLE>
<CAPTION>
REVENUES ADJUSTED EBITDA ADJUSTED EBITDA
----------------------------- --------------------------------- MARGIN
% % ---------------
1999 1998 CHANGE 1999 1998 CHANGE 1999 1998
------- -------- -------- ----------- ------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Travel $ 311.6 $ 297.3 5% $ 162.7 $ 142.2 14% 52% 48%
Real Estate
Franchise 161.4 126.7 27% 124.4 102.1 22% 77% 81%
Relocation 116.8 130.8 (11%) 42.2 45.6 (7%) 36% 35%
Mortgage 113.8 79.9 42% 59.3 45.4 31% 52% 57%
Individual
Membership 279.6 241.0 16% 48.3 (1) (11.0) * 17% (5%)
Insurance/
Wholesale 143.5 135.5 6% 48.3 32.1 50% 34% 24%
CompleteHome.com 5.2 2.6 100% (7.7) 0.3 * * *
Other Services 278.5 349.2 (20%) 49.2 (2) 9.9 (3,4) * 18% 3%
Fleet - 94.8 * - 40.5 * * 43%
-------- -------- -------- -------
Total $1,410.4 $1,457.8 (3%) $ 526.7 $ 407.1 29% 37% 28%
======== ======== ======== =======
</TABLE>
- ----------------
(1) Excludes an $84.8 million non-recurring charge associated with the formation
of NGI.
(2) Excludes (i) $4.6 million of investigation-related costs; (ii) $4.0
million of costs
resulting from further consolidation of European call centers in Cork,
Ireland; and (iii) $1.1 million of other reorganization related costs.
(3) Includes a $50.0 million non-cash write off of certain equity investments in
interactive membership businesses and impaired goodwill associated with our
National Library of Poetry ("NLP") subsidiary.
(4) Excludes $76.4 million of investigation-related items, including incremental
financing costs, and separation payments to our former chairman.
* Not meaningful.
TRAVEL
Revenues and Adjusted EBITDA increased $14.3 million (5%) and $20.5 million
(14%), respectively, in third quarter 1999 compared to third quarter 1998.
Contributing to the revenue and Adjusted EBITDA increases were $6.6 million (4%)
increase in franchise fees, consisting of increases in lodging and car rental
franchise fees of $3.6 million (3%) and $3.0 million (7%), respectively, as well
as higher Preferred Alliances revenues. Our franchise businesses experienced
incremental growth in third quarter 1999 compared to third quarter 1998
primarily due to increases in available rooms (22,600 incremental rooms
domestically), and car rental days. Timeshare subscription and exchange revenue
increased $3.0 million (4%) as a result of increased volume. The Adjusted EBITDA
margin improved to 52% in 1999 from 48% in the same quarter in 1998. The
improvement in Adjusted EBITDA margin is attributable to continued expense
management and operating leverage.
REAL ESTATE FRANCHISE
Revenues and Adjusted EBITDA increased $34.7 million (27%) and $22.3 million
(22%), respectively, in third quarter 1999 compared to third quarter 1998.
Royalty fees increased for the CENTURY 21(R), COLDWELL BANKER(R) and ERA(R)
franchise brands collectively by $24.6 million (21%) primarily as a result of a
4% increase in home sale transactions by franchisees and a 7% increase in the
average price of homes sold. Home sales by franchisees benefited from strong
third quarter 1999 existing domestic home sales, as well as from expansion of
our franchise systems. Beginning in second quarter 1999, the financial results
of the national advertising funds for the COLDWELL BANKER and ERA brands (the
"Advertising Funds") were consolidated into the segment's financial results.
This increased third quarter revenues by $8.3 million and increased expenses by
the like amount, with no impact on Adjusted EBITDA. The Advertising Funds spend
most of their revenues on marketing and advertising expenses for their
respective franchise brands. The consolidation of the Advertising Funds reduced
the 1999 Adjusted EBITDA margin to 77%, versus 81% in 1998.
25
<PAGE>
RELOCATION
Revenues and Adjusted EBITDA decreased $14.0 million (11%) and $3.4 million
(7%), respectively in the third quarter 1999 compared to the third quarter 1998.
Certain niche-market asset management operations, which were sold in third
quarter 1998, benefited third quarter 1998 revenues and Adjusted EBITDA by $10.6
million and $8.9 million, respectively. Without this non-recurring item,
revenues were down 37% and Adjusted EBITDA increased 15%. Ancillary service fees
have generally increased, partially offsetting reduced home sale revenue and
reflecting a trend from asset-based to service-based fees. The Adjusted EBITDA
margin increased from 35% in 1998 to 36% in 1999 primarily due to operating
expense reductions of $10.6 million (12%), comprised of cost savings in
information technology, regional operations, sales and the sale of certain asset
management operations discussed above.
MORTGAGE
Revenues and Adjusted EBITDA increased $33.9 million (42%) and $13.9 million
(31%), respectively, in third quarter 1999 compared to third quarter 1998,
primarily due to growth in both mortgage origination revenue and servicing
revenue. The Adjusted EBITDA margin decreased from 57% in 1998 to 52% in 1999,
as higher revenues were offset by higher operating expenses including
technology, infrastructure expenditures and teleservices costs to support our
"Phone-in, Move-in" and "Log-in, Move-in" programs. Mortgage closings decreased
$0.4 billion (6%) to $6.6 billion, due to lower refinance volumes partially
offset by continued increases in the origination of mortgages for home
purchases. The average production fee increased 28.6 basis points, resulting in
a $14.6 million increase in production revenues. The increase in the average
production fee resulted from a shift to more profitable sales and processing
channels and growth in servicing origination revenues. The average servicing
portfolio grew $9.0 billion (23%) and recurring servicing revenue increased
$21.9 million, with the average servicing fee increasing 4.5 basis points.
INDIVIDUAL MEMBERSHIP
Revenues and Adjusted EBITDA increased $38.6 million (16%) and $59.3 million,
respectively, in third quarter 1999 compared to third quarter 1998. The Adjusted
EBITDA margin improved to positive 17% from negative 5% for the same period. The
revenue growth is principally due to a greater number of members and increases
in the average price of a membership. The increase in Adjusted EBITDA margin is
primarily due to the revenue increases, since many of the infrastructure costs
associated with providing services to members are not dependent on revenue
volume. Results also benefited from reduced solicitation spending, as we further
refined the targeted audiences for our direct marketing efforts and achieved
greater efficiencies in reaching potential new members. Beginning September 15,
1999, Individual Membership's principal on-line businesses are no longer
consolidated into our operations as a result of the formation of NGI, which will
own, operate, develop and expand those businesses. In the third quarter of 1999,
the on-line membership business contributed $15.9 million in revenues but
reduced Adjusted EBITDA by $7.2 million.
INSURANCE/WHOLESALE
Revenues and Adjusted EBITDA increased $8.0 million (6%) and $16.2 million
(50%), respectively, in third quarter 1999 compared to third quarter 1998. The
increase in revenues was principally attributable to international expansion,
while the Adjusted EBITDA improvement was due to improved profitability in
international markets and a $7.3 million marketing expense decrease related to
longer amortization periods for certain customer acquisition costs.
International revenues and Adjusted EBITDA increased $6.7 million (22%) and $5.2
million, respectively, primarily due to a 35% increase in customers. The
Adjusted EBITDA margin increased from 24% in 1998 to 34% in 1999. The Adjusted
EBITDA margin for domestic operations was 40% in 1999, versus 30% in 1998. The
Adjusted EBITDA margin for international operations was 15% for 1999, versus 1%
in 1998. Domestic operations, which represented 74% of segment revenues in 1999,
generated higher Adjusted EBITDA margins than international operations as a
result of continued expansion
26
<PAGE>
costs incurred internationally to penetrate new markets. International
operations, however, have become increasingly profitable as they have expanded
over the last 18 months.
COMPLETEHOME.COM
CompleteHome.com is our new internet real estate services portal. We announced
in the third quarter of 1999, that we plan to create a new series of common
stock intended to reflect the performance of CompleteHome.com. The plan to
create a new series of tracking stock is subject to stockholder approval. The
tracking stock proposal, if adopted, will enable us to issue CompleteHome.com
tracking stock in one or more private or public financings and perhaps creating
a public trading market for CompleteHome.com tracking stock. Accordingly,
CompleteHome.com is reported as a separate business segment beginning third
quarter 1999. Revenues increased $2.6 million (100%) to $5.2 million, while
Adjusted EBITDA decreased $8.0 million to a loss of $7.7 million in third
quarter 1999 compared to third quarter 1998. These results reflect our increased
investment in marketing and development of the portal.
OTHER SERVICES
Revenues decreased $70.7 million (20%) and Adjusted EBITDA increased $39.3
million, respectively, in third quarter 1999 compared to third quarter 1998.
Revenues decreased primarily as a result of the disposition of certain
operations including Essex Corporation, ("Essex") in January 1999, National
Leisure Group ("NLG") and NLP in May 1999, Spark Services, Inc. ("Spark") in
August 1999, Global Refund Group ("Global Refund") in August 1999, and Central
Credit, Inc. ("CCI") in September 1999. In addition, EPub revenues decreased due
to the timing of field sales. The revenue decreases were partially offset by
income from financial investments in 1999 versus a significant loss in 1998. The
increase in Adjusted EBITDA was primarily due to a $50.0 million non-cash
write-off of assets in 1998 and a $13.0 million increase in the Adjusted EBITDA
of our National Car Parks subsidiary in 1999. These increases were partially
offset by the revenue items discussed above.
FLEET
On June 30, 1999, we completed the disposition of our fleet segment for
aggregate consideration of $1.8 billion (see "Liquidity and Capital Resources -
Divestitures Disposition of Fleet Segment"). Revenues and Adjusted EBITDA were
$94.8 million and $40.5 million, respectively, in third quarter 1998.
27
<PAGE>
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
VS.
NINE MONTHS ENDED SEPTEMBER 30, 1998
CONSOLIDATED RESULTS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
(DOLLARS IN MILLIONS) 1999 1998 % CHANGE
--------- --------- ---------
<S> <C> <C> <C>
Net revenues $ 4,118.7 $ 3,865.1 7%
--------- ----------
Expenses
Operating 1,355.4 1,356.9 *
Marketing and reservation 820.6 853.2 (4%)
General and administrative 525.1 487.4 8%
--------- ----------
2,701.1 2,697.5 *
--------- ----------
Adjusted EBITDA 1,417.6 1,167.6 21%
Other charges
Merger-related costs and other unusual
charges (credits) 111.6 (24.4) *
Termination of proposed acquisition 7.0 - *
Other investigation-related costs 12.8 31.0 *
Investigation-related financing costs - 27.2 *
Executive termination - 50.4 *
Depreciation and amortization expense 277.0 241.3 15%
Interest expense, net 153.8 72.9 111%
Net gain on disposition of businesses 824.8 - *
--------- ---------
Pre-tax income from continuing operations
before minority interest 1,680.2 769.2 *
Provision for income taxes 382.2 273.0 40%
Minority interest, net of tax 46.1 34.3 34%
--------- ----------
Income from continuing operations 1,251.9 461.9 *
Loss from discontinued operations, net of tax - (25.0) *
Net gain on sale of discontinued operations, net of tax 174.1 - *
---------- ----------
Net income $ 1,426.0 $ 436.9 *
========= ==========
</TABLE>
- ---------
* Not meaningful.
REVENUES AND ADJUSTED EBITDA
Revenues increased $253.6 million (7%) during the nine months ended September
30, 1999 compared to the nine months ended September 30, 1998, which reflected
growth in substantially all of our reportable operating segments despite the
effects of the disposition of non-strategic businesses. Adjusted EBITDA also
increased $250.0 million (21%) for the same periods. Significant contributing
factors which gave rise to such increases included substantial growth in the
volume of mortgage services provided and an increase in the amount of royalty
fees received from our franchised brands, within both our travel and real estate
franchise segments. In addition, we experienced strong growth and efficiencies
within our direct marketing businesses. Revenues and Adjusted EBITDA included
the operating results of NPC, which was acquired in April 1998, for all nine
months in 1999 compared to the post acquisition period in 1998. A detailed
discussion of revenues and Adjusted EBITDA trends from 1998 to 1999 is included
in the section entitled "Results of Reportable Operating Segments - Nine Months
Ended September 30, 1999 vs. Nine Months Ended September 30, 1998."
28
<PAGE>
OTHER CHARGES
Merger-Related Costs and Other Unusual Charges (Credits). During the nine months
ended September 30, 1999, we recorded a net charge of $111.6 million which was
comprised of an $84.8 million non-recurring charge in connection with the
donation of NGI shares to the charitable trust and the subsequent development
advance (see "Overview" discussion regarding the creation of NGI on September
15, 1999), a $23.0 million non-recurring charge in connection with the
transition of our lodging franchisees to a Company-sponsored property management
system, $4.0 million of costs resulting from further consolidation of European
call centers in Cork, Ireland and $1.1 million of other reorganization related
costs, partially offset by a $1.3 million pre-tax gain on the sale of Essex. In
January 1999, we completed the sale of Essex for $8.0 million. Coincident with
the Cendant merger, we previously recorded an unusual charge related to certain
intangible assets of Essex which were determined to be impaired.
During the nine months ended September 30, 1998, we recorded a net credit of
$24.4 million associated with changes in the estimate of liabilities previously
recorded in connection with merger-related costs and other unusual charges.
Termination of Proposed Acquisition. On February 4, 1999, we announced our
intention not to proceed with the acquisition of RAC Motoring Services ("RACMS")
due to certain conditions imposed by the UK Secretary of State for Trade and
Industry that we determined to be commercially infeasible. We wrote-off $7.0
million of deferred acquisition costs in the first quarter of 1999 in connection
with the termination of the proposed acquisition of RACMS.
Investigation-Related Costs. During the nine months ended September 30, 1999, we
incurred $12.8 million of investigation-related costs.
Executive Termination. See "Other charges" discussion for three months ended
September 30, 1999, regarding the termination of Walter A. Forbes in July 1998.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense increased $35.7 million (15%) during the
nine months ended September 30, 1999 compared to the prior year period as a
result of incremental amortization of goodwill and other intangible assets from
1998 acquisitions and continued capital spending primarily to support growth and
enhance marketing opportunities in our businesses, partially offset by the
impact of the disposed businesses.
INTEREST EXPENSE, NET AND MINORITY INTEREST, NET OF TAX
Interest expense, net, increased $80.9 million (111%) primarily as a result of
higher borrowing costs as well as an increase in the average debt balances
outstanding during the nine months ended September 30, 1999 when compared with
the same period in 1998. The composition of average debt balances during 1999
included longer-term fixed rate debt carrying higher interest rates as compared
to 1998. The higher average debt balance carried during 1999 is principally
reflective of incremental borrowings used to finance the April 1998 acquisition
of NPC. In addition, minority interest, net of tax, increased $11.8 million
(34%). Minority interest, net of tax, is primarily related to the preferred
dividends payable in cash on our FELINE PRIDES and the trust preferred
securities issued in February 1998 (see "Liquidity and Capital Resources -
Financing Exclusive of Management and Mortgage Financing - FELINE PRIDES and
Trust Preferred Securities").
29
<PAGE>
NET GAIN ON DISPOSITION OF BUSINESSES
See "Liquidity and Capital Resources - Divestitures" for a discussion regarding
the dispositions of certain businesses during the nine months ended September
30, 1999 and the resulting net gain from such dispositions.
PROVISION FOR INCOME TAXES
Our effective tax rate was decreased from 35.5% in 1998 to 22.7% in 1999 primary
due to the impact of the disposition of our fleet businesses which were
accounted for as a tax-free merger for tax purposes. Accordingly, minimal income
taxes were provided on the net gain realized upon disposition.
DISCONTINUED OPERATIONS
Pursuant to our program to divest non-strategic businesses and assets, we sold
our consumer software and classified advertising businesses in January 1999 and
December 1998, respectively. We recorded a $192.7 million gain, net of tax, on
the sale of discontinued operations in the first quarter of 1999, related to the
disposition of our consumer software business, coincident with the closing of
the transaction. We recorded an $18.6 million reduction to the gain in the
second quarter of 1999 in connection with certain post-closing adjustments.
Loss from discontinued operations, net of tax, was $25.0 million in 1998 and was
comprised of the following operating results:
NINE MONTHS ENDED
SEPTEMBER 30, 1998
------------------------------
CONSUMER CLASSIFIED
(IN MILLIONS) SOFTWARE ADVERTISING
------------- -----------
Net revenues $ 345.8 $ 202.4
Net income (loss) (34.4) 9.4
RESULTS OF REPORTABLE OPERATING SEGMENTS - NINE MONTHS ENDED SEPTEMBER 30, 1999
VS.
NINE MONTHS ENDED SEPTEMBER 30, 1998
Nine Months Ended September 30,
- -------------------------------
(Dollars in millions)
<TABLE>
<CAPTION>
REVENUES ADJUSTED EBITDA ADJUSTED EBITDA
----------------------------- ------------------------- MARGIN
% % -------------------
1999 1998 CHANGE 1999 1998 (1) CHANGE 1999 1998
------- ------- -------- ----------- ---------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Travel $ 873.2 $ 826.5 6% $ 453.9(2) $ 427.0 6% 52% 52%
Real Estate
Franchise 416.9 342.5 22% 309.7 264.4 17% 74% 77%
Relocation 314.5 340.7 (8%) 94.3 97.6 (3%) 30% 29%
Mortgage 313.6 251.9 24% 153.0 127.7 20% 49% 51%
Individual
Membership 766.8 650.1 18% 77.3(3) (68.4) * 10% (11%)
Insurance/
Wholesale 426.2 406.3 5% 136.6 106.7 28% 32% 26%
CompleteHome.com 11.3 7.2 57% (13.6) 0.9 * * *
Other Services 788.8 752.5 5% 125.6(4) 79.9(5,6) 57% 16% 11%
Fleet 207.4 287.4 * 80.8 131.8 * 39% 46%
-------- -------- -------- ---------
Total $4,118.7 $3,865.1 7% $1,417.6 $ 1,167.6 21% 34% 30%
======== ======== ======== =========
</TABLE>
- -----------------
(1) Excludes a net credit of $24.4 million associated with changes in the
estimate of liabilities previously recorded in connection with
merger-related costs and other unusual charges. The aforementioned net
credit was comprised of $5.4 million, $1.0 million, $24.1 million and $1.3
million of credits within the Travel, Real Estate Franchise, Other Services
and Fleet segments, respectively, and $3.7 million of charges incurred
within each of the Relocation and Mortgage segments, respectively.
30
<PAGE>
(2) Excludes a $23.0 million non-recurring charge in connection with the
transition of our lodging franchisees to a Company-sponsored property
management system.
(3) Excludes an $84.8 million non-recurring charge associated with the formation
of NGI. (4) Excludes (i) $12.8 million of investigation-related costs; (ii)
$4.0 million of costs resulting from further consolidation of European call
centers in Cork, Ireland; (iii) $1.1 million of other reorganization related
costs; (iv) a $7.0 million write-off of deferred acquisition costs incurred
in connection with the termination of the proposed acquisition of RACMS; and
(v) a $1.3 million gain on the sale of Essex.
(5) Includes a $50.0 million non-cash write off of certain equity investments in
interactive membership businesses and impaired goodwill associated with NLP.
(6) Excludes $108.6 million of investigation-related items, including
incremental financing costs, and separation payments to the Company's former
chairman.
* Not meaningful.
TRAVEL
Revenues and Adjusted EBITDA increased $46.7 million (6%) and $26.9 million
(6%), respectively, in the first nine months of 1999 compared to the first nine
months of 1998. Excluding a $6.9 million decrease in gains from the sale of
portions of our equity investment in Avis Rent A Car, Inc. ("ARAC") from $17.7
million in 1998 to $10.8 million in 1999, revenues increased $53.6 million (7%)
and Adjusted EBITDA increased $33.7 million (8%). Contributing to the revenue
and Adjusted EBITDA growth were increases in lodging and car rental franchise
fees of $18.4 million (6%) and $12.2 million (10%), respectively. Our franchise
businesses experienced incremental growth in the first nine months of 1999
compared to the first nine months of 1998, primarily due to increases in average
available rooms (23,800 incremental rooms domestically), revenue per available
room and car rental days. Timeshare subscription and exchange revenue increased
$16.8 million (7%) as a result of increased volume. Increased operating expenses
and increased marketing and reservation fund expenses, which were attributable
to increased volumes and were offset by increased marketing and reservation
revenues received from franchisees, substantially contributed to a $19.8 million
(5%) increase in total expenses. The Adjusted EBITDA margin remained unchanged
at 52%.
REAL ESTATE FRANCHISE
Revenues and Adjusted EBITDA increased $74.4 million (22%) and $45.3 million
(17%), respectively, in the first nine months of 1999 compared to the first nine
months of 1998. Royalty fees increased for the CENTURY 21(R), COLDWELL BANKER(R)
and ERA(R) franchise brands collectively by $49.9 million (17%) primarily as a
result of a 7% increase in both home sale transactions by franchisees and the
average price of homes sold. Home sales by franchisees benefited from strong
existing domestic home sales in the first nine months of 1999, as well as from
expansion of our franchise system. Beginning in second quarter 1999, the
financial results of the Advertising Funds for the COLDWELL BANKER and ERA
brands were consolidated into the results of the Real Estate Franchise segment,
which increased revenues by $23.0 million and increased expenses by a like
amount, with no impact on Adjusted EBITDA. Revenues from Preferred Alliance
declined $6.7 million compared to the first nine months of 1998. This decrease
was offset by a $10.0 million gain on the sale of preferred stock of NRT
Incorporated, the independent company we helped form in 1997 to serve as a
consolidator of residential real estate brokerages. Since most costs associated
with the real estate franchise business do not vary significantly with home sale
volume or revenues, the increase in revenues contributed to an improvement of
the Adjusted EBITDA margin from 77% in 1998 to 79% in 1999, prior to the
consolidation of the Advertising Funds.
RELOCATION
Revenues and Adjusted EBITDA decreased $26.2 million (8%) and $3.3 million (3%),
respectively, in the first nine months of 1999 compared to the first nine months
of 1998. Certain niche-market asset management operations which were sold in the
third quarter of 1998 benefited the first nine months of 1998 revenues and
Adjusted EBITDA by $19.6 million and $14.5 million, respectively. This was
partially offset by the second quarter 1999 sale of a minority interest in our
Fairtide insurance subsidiary, which resulted in $7.2 million of
31
<PAGE>
additional revenue and Adjusted EBITDA. Referral fees increased $10.2 million,
nearly offsetting an $11.5 million decline in home sale revenue and reflecting a
trend from asset-based to service-based fees. In 1998, revenues and Adjusted
EBITDA benefited from an improvement in receivable collections, which permitted
a $7.5 million reduction in billing reserve requirements. Operating expenses
decreased $22.9 million (9%), comprised of cost savings in regional operations,
reduced government home sale expenses and the sale of certain asset management
operations discussed above. The Adjusted EBITDA margin increased 30% in 1999
from 29% in 1998 primarily due to the previously discussed operating expense
reductions.
MORTGAGE
Revenues and Adjusted EBITDA increased $61.7 million (24%) and $25.3 million
(20%), respectively, in the first nine months of 1999 compared to the first nine
months of 1998, primarily due to substantial growth in both mortgage origination
revenue and servicing revenue. The Adjusted EBITDA margin decreased from 51% in
1998 to 49% in 1999, as higher revenues were partially offset by higher
operating expenses related to increases in hiring, technology and capacity to
support continued growth. Mortgage closings increased $2.8 billion (15%) to
$21.2 billion, while the average production fee increased 3.6 basis points,
resulting in a $39.0 million net increase in production revenues. The increase
in the average production fee resulted from a shift to more profitable sales and
processing channels and growth in servicing origination revenues. The average
servicing portfolio grew $11.1 billion (32%) and recurring servicing revenue
increased $27.5 million (83%), with the average servicing fee increasing 3.7
basis points.
INDIVIDUAL MEMBERSHIP
Revenues and Adjusted EBITDA increased $116.7 million (18%) and $145.7 million,
respectively, in the first nine months of 1999 compared to the first nine months
of 1998. The Adjusted EBITDA margin improved to positive 10% from negative 11%
for the same periods. The revenue growth is principally due to a greater number
of members added year over year and increases in the average price of a
membership. Also contributing to the revenue growth was a $12.8 million increase
due to the acquisition of a company in April 1998 that, among other services,
provides members with access to their personal credit information. The increase
in Adjusted EBITDA margin is primarily due to the revenue increases, since many
of the infrastructure costs associated with providing services to members are
not dependent on revenue volume. Results also benefited from a reduction in
solicitation spending, as we further refined the targeted audiences for our
direct marketing efforts and achieved greater efficiencies in reaching potential
new members. Beginning September 15, 1999, Individual Membership's principal
on-line businesses are no longer consolidated into our operations as a result of
the formation of NGI, which will own, operate, develop and expand those
businesses. Through its September 15 disposition date, on-line membership
business contributed $48.8 million in revenues, but reduced Adjusted EBITDA by
$23.5 million.
INSURANCE/WHOLESALE
Revenues and Adjusted EBITDA increased $19.9 million (5.0%) and $29.9 million
(28%), respectively, in the nine months of 1999 compared to the nine months of
1998 primarily due to customer growth, which resulted from increases in
affiliations with financial institutions. The increase in revenues was
attributable principally to international expansion, while the Adjusted EBITDA
increase was due to improved profitability in international markets as well as
an $18.2 million expense decrease related to longer amortization periods for
certain customer acquisition costs. International revenues and Adjusted EBITDA
increased $22.1 million (26%) and $11.8 million (257%), respectively, primarily
due to a 41% increase in customers. For the segment as a whole, the Adjusted
EBITDA margin increased to 32% in 1999 from 26% in 1998. The Adjusted EBITDA
margin for domestic operations was 38% in 1999, versus 32% in 1998. The Adjusted
EBITDA margin for international operations was 15% for 1999, versus 5% in 1998.
Domestic operations, which represented 75% of segment revenues in 1999,
generated higher Adjusted EBITDA margins than international operations as a
result of continued expansion costs incurred internationally to penetrate new
markets. International operations, however, have become increasingly profitable
as they have expanded over the last 18 months.
32
<PAGE>
COMPLETEHOME.COM
Revenues increased $4.1 million (57%) to $11.3 million, while Adjusted EBITDA
decreased $14.5 million to a loss of $13.6 million in the first nine months of
1999 compared to the first nine months of 1998. These results reflect our
increased investment in marketing and development of the portal.
OTHER SERVICES
Revenues and Adjusted EBITDA increased $36.3 million (5%) and $45.7 million
(57%), respectively in the nine months of 1999 compared to the nine months of
1998. Revenues increased primarily as a result of the April 1998 acquisition of
NPC, which contributed $135.1 million of additional revenues in 1999 compared to
1998. The revenue increase attributable to the NPC acquisition was partially
offset by the impact of divested operations, including Essex in January 1999,
NLG and NLP in May 1999, Spark and Global Refund in August 1999 and CCI in
September 1999. In addition, EPub revenues were reduced due to the timing of
field sales. The increase in Adjusted EBITDA was primarily due to the revenue
items discussed above and partially offset by increased operating and
infrastructure costs.
FLEET
On June 30, 1999, we completed the disposition of our fleet segment (see
"Liquidity and Capital Resources - Divestitures - Disposition of Fleet
Segment"). Revenues and Adjusted EBITDA were $207.4 million and $80.8 million,
respectively, in the first six months of 1999 and $287.4 million and $131.8
million, respectively, in the first nine months of 1998.
LIQUIDITY AND CAPITAL RESOURCES
PENDING ISSUANCE OF TRACKING STOCK
On September 30, 1999, our Board of Directors approved a plan to create a new
series of Cendant common stock to track the performance of CompleteHome.com, our
internet real estate services portal ("CompleteHome.com tracking stock"). The
plan to create new series of tracking stock is subject to shareholder approval.
There is currently no common stock outstanding related to CompleteHome.com. We
anticipate filing a proxy statement with the SEC, which will contain detailed
financial information as well as more specific plans concerning the transaction.
Although the CompleteHome.com tracking stock is intended to track the
performance of CompleteHome.com, holders, if any, will be subject to all of the
risks associated with an investment in the Company and all of its businesses,
assets and liabilities. The tracking stock proposal, if adopted, will enable the
Company to sell all or part of the CompleteHome.com tracking stock in one or
more private or public financings and perhaps creating a public trading market
for CompleteHome.com tracking stock. In connection with this announcement, the
Company will report CompleteHome.com as a separate business segment. See Note 13
- - Segment Information - CompleteHome.com for a description of the services
provided.
The summarized income statement data of Cendant Consolidated, CompleteHome.com,
and Cendant excluding CompleteHome.com below is for illustrative purposes only.
Any retained interest in CompleteHome.com that may be allocated to traditional
Cendant shareholders has not been reflected in Cendant excluding
CompleteHome.com. If Cendant issues CompleteHome.com tracking stock, Cendant
excluding CompleteHome.com will reflect the performance of Cendant's businesses
other than CompleteHome.com plus any retained interest in CompleteHome.com,
which will include a proportionate share of the operating results of
CompleteHome.com. Prior to the issuance of CompleteHome.com tracking stock, all
financial results of CompleteHome.com will be allocated to the traditional
Cendant stockholders.
33
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------
<TABLE>
<CAPTION>
(In millions, except per share amounts) CENDANT COMPLETE CENDANT EXCLUDING
CONSOLIDATED HOME.COM COMPLETEHOME.COM
------------ -------- ----------------
<S> <C> <C> <C>
Net revenues $ 1,410.4 $ 5.2 $ 1,405.2
Expenses 1,117.1 13.4 1,103.7
Net gain on disposition of businesses 75.3 75.3
--------- ------- ---------
Income (loss) before income taxes and
minority interest 368.6 (8.2) 376.8
Income (loss) from continuing operations 208.6 (5.3) 213.9
Earnings per share from continuing
operations
Basic $ 0.29 $ 0.29
Diluted 0.27 0.28
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1998
-------------------------------------
<TABLE>
<CAPTION>
(In millions, except per share amounts) CENDANT COMPLETE CENDANT EXCLUDING
CONSOLIDATED HOME.COM COMPLETEHOME.COM
------------ -------- ----------------
<S> <C> <C> <C>
Net revenues $ 1,457.8 $ 2.6 $ 1,455.2
Expenses 1,247.0 3.0 1,244.0
--------- ------- ---------
Income (loss) before income taxes and
minority interest 210.8 (0.4) 211.2
Income (loss) from continuing operations 123.1 (0.2) 123.3
Earnings per share from continuing
operations
Basic $ 0.14 $ 0.14
Diluted 0.14 0.14
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------
<TABLE>
<CAPTION>
(In millions, except per share amounts) CENDANT COMPLETE CENDANT EXCLUDING
CONSOLIDATED HOME.COM COMPLETEHOME.COM
------------ -------- ----------------
<S> <C> <C> <C>
Net revenues $ 4,118.7 $ 11.3 $ 4,107.4
Expenses 3,263.3 26.5 3,236.8
Net gain on disposition of businesses 824.8 824.8
--------- ------- ---------
Income (loss) before income taxes and
minority interest 1,680.2 (15.2) 1,695.4
Income (loss) from continuing operations 1,251.9 (9.9) 1,261.8
Earnings per share from continuing
operations
Basic $ 1.64 $ 1.65
Diluted 1.54 1.55
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1998
------------------------------------
<TABLE>
<CAPTION>
(In millions, except per share amounts) CENDANT COMPLETE CENDANT EXCLUDING
CONSOLIDATED HOME.COM COMPLETEHOME.COM
------------ -------- ----------------
<S> <C> <C> <C>
Net revenues $ 3,865.1 $ 7.2 $ 3,857.9
Expenses 3,095.9 7.8 3,088.1
--------- ------- ---------
Income (loss) before income taxes and
minority interest 769.2 (0.6) 769.8
Income (loss) from continuing operations 461.9 (0.4) 462.3
Earnings per share from continuing
operations
Basic $ 0.55 $ 0.55
Diluted 0.53 0.53
</TABLE>
34
<PAGE>
DIVESTITURES
During 1998, we implemented a program to divest non-strategic businesses and
assets in order to focus on our core businesses, repay debt and repurchase our
common stock. Pursuant to such program, we completed or have pending the
following dispositions through October 8, 1999:
Pending disposition of Green Flag. On October 8, 1999, we entered into a
definitive agreement to dispose of our Green Flag business unit for
approximately $410 million in cash. The transaction, subject to customary
regulatory approval in the United Kingdom ("UK"), is expected to be consummated
in the fourth quarter of 1999. Green Flag is a roadside assistance organization
based in the UK, which provides a wide range of emergency support and rescue
services.
Pending disposition of EPub. On September 14, 1999, we entered into a definitive
agreement to sell approximately 84% of our EPub business unit for $305.0 million
in cash, subject to certain adjustments. We will retain approximately 16%
of EPub's equity in connection with the transaction. In addition, we will have a
designee on the EPub's Board of Directors. The transaction is subject to
regulatory approvals and customary conditions and is expected to be consummated
in the fourth quarter of 1999. The sale of EPub is expected to generate an
after-tax gain of approximately $125.0 million. EPub is the world's largest
marketer and publisher of coupon books and discount programs which provides
customers with unique products and services that are designed to enhance a
customer's purchasing power.
North American Outdoor Group. On October 8, 1999, we completed the disposition
of approximately 94% of our North American Outdoor Group ("NAOG") business unit
for approximately $140.0 million in cash and we will retain approximately 6% of
NAOG's equity in connection with the transaction. The sale of NAOG generated a
gain of $107.1 million ($67.0 million, after tax). NAOG is the world's largest
lifestyle affinity membership organization.
Central Credit, Inc. On September 3, 1999, we completed the sale of our Central
Credit, Inc. ("CCI") business unit for $44.0 million in cash. We realized a gain
on sale of $3.9 million ($12.1 million, after tax loss). CCI is the leading
provider of gaming patron credit information services to casinos.
Global Refund Group. On August 24, 1999, we completed the sale of our Global
Refund Group subsidiary ("Global Refund") for approximately $160.0 million in
cash. Global Refund, formerly known as Europe Tax Free Shopping, is the world's
largest value-added tax refund services company. We realized a gain on sale of
approximately $73.3 million ($25.3 million, after tax) during the third quarter
of 1999.
Spark Services, Inc. On August 12, 1999, we completed the sale of our Spark
Services, Inc. ("Spark") business unit for approximately $34.6 million in cash
and realized a gain on sale of $7.6 million ($2.3 million, after tax) during the
third quarter of 1999. Spark is the leading provider of dating and personal
services to the radio industry.
Fleet. On June 30, 1999, we completed the disposition of our fleet business
segment ("fleet segment" or "fleet businesses"), which included PHH Vehicle
Management Services LLC, Wright Express Corporation, The Harpur Group, Ltd., and
other subsidiaries pursuant to an agreement between PHH Corporation ("PHH"), our
wholly-owned subsidiary, and Avis Rent A Car, Inc. ("ARAC"). Pursuant to the
agreement, ARAC acquired the net assets of our fleet businesses through the
assumption and subsequent repayment of $1.44 billion of intercompany debt and
the issuance of $360.0 million of convertible preferred stock of Avis Fleet
Leasing and Management Corporation ("Avis Fleet"), a wholly-owned subsidiary of
ARAC. The transaction followed a competitive bidding process. Coincident to the
closing of the transaction, ARAC refinanced the assumed debt under management
programs which was payable to us. Accordingly, on June 30, 1999, we received
additional consideration from ARAC of $3,047.5 million comprised of $3,016.9
million of cash proceeds and a $30.6 million note receivable. On such date, we
used proceeds of $1,809.4
35
<PAGE>
million to repay outstanding fleet segment financing arrangements. Additionally,
in July 1999, we utilized cash proceeds from the transaction of $1,033.0 million
(received in the form of a dividend payment from PHH) to substantially execute
the "Dutch Auction" tender offer by us to purchase 50 million shares of our
common stock (See "Common Share Repurchases"). As of June 30, 1999, proceeds
remaining from the transaction were designated to repay outstanding corporate
debt as it matures (the borrowings of which had been loaned to the fleet segment
to finance the purchases of leased vehicles) and to finance other assets under
management and mortgage programs.
The convertible preferred stock of Avis Fleet is convertible into common stock
of ARAC at our option upon the satisfaction of certain conditions, including the
per share price of ARAC Class A common stock equaling or exceeding $50 per share
and the fleet segment attaining certain EBITDA (earnings before interest, taxes,
depreciation and amortization) thresholds, as defined. There are additional
circumstances upon which the shares of Avis Fleet convertible preferred stock
are automatically or mandatorily convertible into ARAC common stock. At
September 30 1999, we beneficially owned approximately 18% of the outstanding
Class A common stock of ARAC. If all of the Avis Fleet convertible preferred
stock was converted into common stock of ARAC, as of the closing date, we would
have owned approximately 33% of ARAC's outstanding common equity (although the
voting interest would be limited, in most instances to 20%).
We realized a net gain on disposition of $881.4 million ($865.7 million, after
tax) of which $714.8 million ($702.1 million, after tax) was recognized in the
second quarter of 1999 and $166.6 million ($163.6 million, after tax) was
deferred at June 30, 1999. During the third quarter of 1999, we recognized $9.7
million ($9.3 million, after tax) of the deferred portion of the realized net
gain. The realized gain is net of approximately $90.0 million of transaction
costs. We deferred the portion of the realized net gain which was equivalent to
our common equity ownership percentage in ARAC at the time of closing. The fleet
segment disposition was structured in accordance with applicable tax law to be
treated as a tax-free reorganization and, accordingly, no tax provision has been
recorded on a majority of the gain. Should the transaction be deemed taxable,
the resultant tax liability could be material.
Other Businesses. During the second quarter of 1999, we completed the
dispositions of certain businesses, including Match.com, NLG and NLP. Aggregate
consideration received on the dispositions of such businesses was comprised of
$27.4 million in cash and $43.3 million of common stock. We realized a net gain
of $34.9 million ($21.5 million, after tax) on the dispositions of the
businesses.
Discontinued Operations. On January 12, 1999, we completed the sale of Cendant
Software Corporation ("CDS") for approximately $800.0 million in cash. We
realized an after tax net gain of $371.9 million on the disposition of CDS of
which $192.7 million was recognized in the first quarter of 1999, coincident
with the closing of the transaction. We recorded an $18.6 million reduction to
the gain during the second quarter of 1999, in connection with the settlement of
certain post closing adjustments. The remaining $197.8 million of such realized
after tax net gain was recognized in the fourth quarter of 1998, substantially
in the form of a tax benefit and corresponding deferred tax asset. CDS was a
developer, publisher and distributor of educational and entertainment software.
In December 1998, we completed the sale of Hebdo Mag International, Inc. ("Hebdo
Mag") to its former 50% owners for $314.8 million in cash and 7.1 million shares
of our common stock. Hebdo Mag was our former business unit which published and
distributed classified advertising information.
INVESTMENT IN NETMARKET, INC.
On September 15, 1999, Netmarket, Inc. ("NGI") began operations as an
independent company that will pursue the development of the interactive
businesses formerly within our direct marketing division. NGI will own, operate,
develop and expand the on-line membership businesses, including Netmarket.com,
Travelers Advantage, Auto Vantage, Privacy Guard and Hagglezone.com, which
collectively have 1.3 million on-line members (and are expected to produce
approximately $70.0 million of revenues in 1999). Prior to September 15, 1999,
our ownership of NGI was restructured into common stock and preferred stock
interests. On September 15, 1999 (the "donation date"), we donated NGI's
outstanding common stock to a
36
<PAGE>
charitable trust and, NGI intended to issue additional shares of its common
stock to certain of its marketing partners. Accordingly, as a result of the
change in ownership of NGI's common stock from us to independent third parties,
prospective from the donation date, NGI'S operating results were no longer
included in our consolidated financial statements. We retained the opportunity
to participate in NGI's value through the ownership of a convertible preferred
stock of NGI, which is ultimately exchangeable, at our option, into
approximately 78% of NGI's diluted common shares. Subsequent to our contribution
of NGI's common stock to the trust, we provided a development advance of $77.0
million to NGI, which is contingently repayable to us if certain financial
targets related to NGI are achieved. We recorded a charge, inclusive of
transaction costs of $84.8 million ($48.4 million, after tax), during the third
quarter of 1999, in connection with the donation of NGI shares to the charitable
trust and the subsequent development advance.
FINANCING (EXCLUSIVE OF MANAGEMENT AND MORTGAGE PROGRAM FINANCING)
We believe that we have sufficient liquidity and access to liquidity through
various sources, including our ability to access public equity and debt markets
and financial institutions. We currently have a $1.25 billion term loan facility
in place as well as committed back-up facilities totaling $1.75 billion, which
is currently undrawn and available and $2.45 billion of availability under
existing shelf registration statements. Our long-term debt was $3.3 billion at
September 30, 1999 which substantially consisted of $2.1 billion of publicly
issued fixed rate debt and $1.25 billion of borrowings under a term loan
facility. In addition, we had $1.5 billion of equity-linked FELINE PRIDES
securities outstanding at September 30, 1999.
CREDIT FACILITIES
Our primary credit facility consists of (i) a $750 million, five-year revolving
credit facility (the "Five Year Revolving Credit Facility") and (ii) a $1
billion, 364-day revolving credit facility (the "364-Day Revolving Credit
Facility") (collectively the "Revolving Credit Facilities"). The 364-Day
Revolving Credit Facility will mature on October 27, 2000 but may be renewed on
an annual basis for an additional 364 days upon receiving lender approval. The
Five-Year Revolving Credit Facility will mature on October 1, 2001. Borrowings
under the Revolving Credit Facilities, at our option, bear interest based on
competitive bids of lenders participating in the facilities, at prime rates or
at LIBOR, plus a margin of approximately 75 basis points. We are required to pay
a per annum facility fee of .175% and .15% of the average daily unused
commitments under the Five Year Revolving Credit Facility and 364 Day Revolving
Credit Facility, respectively. The interest rates and facility fees are subject
to change based upon credit ratings on our senior unsecured long-term debt by
nationally recognized debt rating agencies. The Revolving Credit Facilities
contain certain restrictive covenants including restrictions on indebtedness,
mergers, liquidations and sale and leaseback transactions and requires the
maintenance of certain financial ratios, including a 3:1 minimum interest
coverage ratio and a maximum debt-to-capitalization ratio of 0.5:1.
TERM LOAN FACILITIES
On February 9, 1999, we replaced a 364-day, $3.25 billion term loan facility
with a new two-year term loan facility (the "Term Loan Facility") which provides
for borrowings of up to $1.25 billion. The Term Loan Facility bears interest at
LIBOR plus a margin of approximately 100 basis points and is payable in five
consecutive quarterly installments beginning on the first anniversary of the
closing date. At September 30, 1999, borrowings under the Term Loan Facility
which were due within one year were classified as long-term based on our intent
and ability to refinance such borrowings on a long-term basis. The Term Loan
Facility contains certain restrictive covenants, which are substantially similar
to and consistent with the covenants in effect for our Revolving Credit
Facilities. We used $1.25 billion of the proceeds from the Term Loan Facility to
refinance a portion of the outstanding borrowings under the former term loan
facility.
37
<PAGE>
7 1/2% AND 7 3/4% SENIOR NOTES
We filed a shelf registration statement with the SEC, effective November 1998,
which provided for the aggregate issuance of up to $3 billion of debt and equity
securities. Pursuant to such registration statement, we issued $1.55 billion of
Senior Notes (the "Notes") in two tranches, consisting of $400 million principal
amount of 7 1/2% Senior Notes due December 1, 2000 and $1.15 billion principal
amount of 7 3/4% Senior Notes due December 1, 2003. Interest on the Notes is
payable on June 1 and December 1 of each year, beginning on June 1, 1999. The
Notes may be redeemed, in whole or in part, at any time, at our option at a
redemption price plus accrued interest to the date of redemption. The redemption
price is equal to the greater of (i) the face value of the Notes or (ii) the sum
of the present values of the remaining scheduled payments discounted at the
treasury rate plus a spread as defined in the indenture. The offering was a
component of a plan designed to refinance an aggregate of $3.25 billion of
borrowings under our former term loan facility, based on provisions contained in
the indenture. Net proceeds from the offering were used to repay $1.3 billion of
borrowings under such term loan facility and for general corporate purposes,
which included the purchase of our common stock.
FELINE PRIDES AND TRUST PREFERRED SECURITIES
Through our wholly owned subsidiary, Cendant Capital I (the "Trust"), a
statutory business Trust formed under the laws of the State of Delaware, we have
an outstanding issuance of 29.9 million FELINE PRIDES, each with a face amount
of $50 per PRIDE and 2.3 million trust preferred securities. Proceeds of $1.5
billion from the original issuance of the FELINE PRIDES were invested by the
Trust in our 6.45% Senior Debentures due 2003 (the "Debentures"), which
represents the sole asset of the Trust. The obligations of the Trust related to
the FELINE PRIDES and trust preferred securities are unconditionally guaranteed
by us to the extent we make payments pursuant to the Debentures. The issuance of
the FELINE PRIDES and trust preferred securities, resulted in the utilization of
approximately $3 billion of availability under a $4 billion shelf registration
statement. At September 30, 1999, the FELINE PRIDES consisted of approximately
27.8 million Income PRIDES and 2.1 million Growth PRIDES (Income PRIDES and
Growth PRIDES hereinafter referred to as "PRIDES"). The Income PRIDES consist of
trust preferred securities and forward purchase contracts under which the
holders are required to purchase our common stock in February 2001. The Growth
PRIDES consist of zero coupon U.S. Treasury securities and forward purchase
contracts under which the holders are required to purchase our common stock in
February 2001. The stand-alone trust preferred securities and the trust
preferred securities forming a part of the Income PRIDES, each with a face
amount of $50, bear interest, in the form of preferred stock dividends, at the
annual rate of 6.45%, payable in cash. Payments under the forward purchase
contract forming a part of the Income PRIDES are made by us in the form of a
contract adjustment payment at an annual rate of 1.05%. Payments under the
forward purchase contract forming a part of the Growth PRIDES are made by us in
the form of a contract adjustment payment at an annual rate of 1.30%. The
forward purchase contracts require the holder to purchase a minimum of 1.0395
shares and a maximum of 1.3514 shares of our common stock per PRIDES security,
depending upon the average of the closing price per share of our common stock
for a 20 consecutive day period ending in mid-February of 2001. We have the
right to defer the contract adjustment payments and the payment of interest on
its Debentures to the Trust. Such election will subject us to certain
restrictions, including restrictions on making dividend payments on our common
stock until all such payments in arrears are settled.
On March 17, 1999, we reached a final agreement to settle a class action lawsuit
that was brought on behalf of the holders of PRIDES securities who purchased
their securities on or prior to April 15, 1998. Under the terms of the final
agreement, only holders who owned PRIDES at the close of business on April 15,
1998 will be eligible to receive a new additional "Right" for each PRIDES
security held. At any time during the life of the Rights (expires February
2001), holders may (i) sell them or (ii) exercise them by delivering to us three
Rights together with two PRIDES in exchange for two new PRIDES (the "New
PRIDES"). The terms of the New PRIDES will be the same as the original PRIDES
except that the conversion rate will be revised so that, at the time the Rights
are distributed, each New PRIDES will have a value equal to $17.57 more than
each original PRIDES, or, in the aggregate, approximately $351.0 million. The
final agreement also requires
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us to offer to sell four million additional PRIDES (having identical terms to
currently outstanding PRIDES) to holders of Rights for cash, at a value which
will be based on the valuation model that was utilized to set the conversion
rate of the New PRIDES. The offering of additional PRIDES will be made only
pursuant to a prospectus filed with the SEC. We currently expect to use the
proceeds of such an offering for general corporate purposes. The arrangement to
offer additional PRIDES is designed to enhance the trading value of the Rights
by removing up to six million Rights from circulation via exchanges associated
with the offering and to enhance the open market liquidity of New PRIDES by
creating four million New PRIDES via exchanges associated with the offering. If
holders of Rights do not acquire all such PRIDES, they will be offered to the
public. Under the settlement agreement, we also agreed to file a shelf
registration statement for an additional 15 million special PRIDES, which could
be issued by us at any time for cash. However, during the last 30 days prior to
the expiration of the Rights in February 2001, we will be required to make these
additional PRIDES available to holders of Rights at a price in cash equal to
105% of their theoretical value. The special PRIDES, if issued, would have the
same terms as the currently outstanding PRIDES and could be used to exercise
Rights. Based on a market price of $15.75 on ( calculated based on the average
closing price per share of our common stock for the consecutive five day period
ended October 22, 1999), the effect of the issuance of the New PRIDES will be to
distribute approximately 22 million more shares of our common stock when the
mandatory purchase of our common stock associated with the PRIDES occurs in
February 2001.
On June 15, 1999, the United States District Court for the District of New
Jersey entered an order and judgment approving the settlement described above
and awarding fees to counsel to the class. One objector, who objected to a
portion of the settlement notice concerning fees to be sought by counsel to the
class and the amount of fees to be sought by counsel to the class, has filed an
appeal to the U.S. Court of Appeals for the Third Circuit from the District
Court order approving the settlement and awarding fees to counsel to the class.
Although under the settlement the Rights are required to be distributed
following the conclusion of court proceedings, including appeals, we believe
that the appeal is without merit. As a result, we currently intend to distribute
the Rights in November 1999 after the final list of eligible claimants has been
determined by the court.
3% CONVERTIBLE SUBORDINATED NOTES
We have an outstanding issuance of $550.0 million principal amount of 3%
Convertible Subordinated Notes (the "3% Notes") due 2002. Each $1,000 principal
amount of 3% Notes is convertible into 32.6531 shares of our common stock
subject to adjustment in certain events. The 3% Notes may be redeemed at our
option at any time on or after February 15, 2000, in whole or in part, at the
appropriate redemption prices (as defined in the indenture governing the 3%
Notes) plus accrued interest to the redemption date. The 3% Notes will be
subordinated in right of payment to all existing and future Senior Debt (as
defined in our indenture governing the 3% Notes).
FINANCING RELATED TO MANAGEMENT AND MORTGAGE PROGRAMS
Our PHH subsidiary operates our mortgage and relocation services businesses as a
separate public reporting entity and supports originated mortgages and advances
under relocation contracts primarily by issuing commercial paper and medium term
notes and maintaining securitized obligations. Such financing is not classified
based on contractual maturities, but rather is included in liabilities under
management and mortgage programs rather than long-term debt since such debt
corresponds directly with high quality related assets. Prior to the June 30,
1999 disposition of our fleet segment, fleet business operations were also
funded using such financing arrangements. Upon the disposition, we received cash
proceeds equivalent to the outstanding debt applicable to our fleet segment (see
"Liquidity and Capital Resources - Divestitures - Disposition of Fleet
Segment"). PHH continues to pursue opportunities to reduce its borrowing
requirements by securitizing increasing amounts of its high quality assets. We
currently have an agreement, expiring 2001 under which an unaffiliated buyer,
Bishops Gate Residential Mortgage Trust, a special
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purpose entity, (the "Buyer") commits to purchase, at our option, mortgage loans
originated by us on a daily basis, up to the Buyer's asset limit of $2.4
billion. Under the terms of this sale agreement, we retain the servicing rights
on the mortgage loans sold to the Buyer and provide the Buyer with options to
sell or securitize the mortgage loans into the secondary market. At September
30, 1999, we were servicing approximately $995.4 million of mortgage loans owned
by the Buyer.
PHH debt is issued without recourse to the parent company. Our PHH subsidiary
expects to continue to maximize its access to global capital markets by
maintaining the quality of its assets under management. This is achieved by
establishing credit standards to minimize credit risk and the potential for
losses. PHH minimizes its exposure to interest rate and liquidity risk by
effectively matching floating and fixed interest rate and maturity
characteristics of funding to related assets, varying short and long-term
domestic and international funding sources, and securing available credit under
committed banking facilities. Depending upon asset growth and financial market
conditions, our PHH subsidiary utilizes the United States and European
commercial paper markets, as well as other cost-effective short-term
instruments. In addition, our PHH subsidiary will continue to utilize the public
and private debt markets as sources of financing. Augmenting these sources, our
PHH subsidiary will continue to manage outstanding debt with the potential sale
or transfer of managed assets to third parties while retaining fee-related
servicing responsibility. PHH's aggregate borrowings at the underlying balance
sheet dates were as follows:
SEPTEMBER 30, DECEMBER 31,
(IN BILLIONS) 1999 1998
----------- ----------
Commercial paper $ 0.6 $ 2.5
Medium-term notes 1.3 2.3
Securitized obligations 0.8 1.9
Other 0.1 0.2
----------- ----------
$ 2.8 $ 6.9
=========== ==========
PHH has an effective shelf registration statement on file with the SEC providing
for the aggregate issuance of up to $3.0 billion of medium-term note debt
securities. These securities may be offered from time to time, together or
separately, based on terms to be determined at the time of sale. As of September
30, 1999, PHH had approximately $1.2 billion of medium-term notes outstanding
under this shelf registration statement. Proceeds from future offerings will
continue to be used to finance assets PHH manages for its clients and for
general corporate purposes.
SECURITIZED OBLIGATIONS
Our PHH subsidiary maintains three separate financing facilities, the
outstanding borrowings of which are securitized by corresponding assets under
management and mortgage programs.
Such securitized obligations are described below.
Mortgage Facility. Our PHH subsidiary maintains a 364-day financing agreement,
expiring in December 1999, to sell mortgage loans under an agreement to
repurchase such mortgages (the "Mortgage Agreement"). The Mortgage Agreement is
collateralized by the underlying mortgage loans held in safekeeping by the
custodian to the Mortgage Agreement. The total commitment under the Mortgage
Agreement is $500.0 million and is renewable on an annual basis at the
discretion of the Lender in accordance with the securitization agreement.
Mortgage loans financed under the Mortgage Agreement at September 30, 1999
totaled $439.8 million.
Relocation Facilities. Our PHH subsidiary maintains a 364-day asset
securitization agreement, expiring in December 1999 under which an unaffiliated
buyer has committed to purchase an interest in the rights to payment related to
certain relocation receivables of PHH. The revolving purchase commitment
provides for funding up to a limit of $325.0 million and is renewable on an
annual basis at the discretion of the lender in accordance with the
securitization agreement. Under the terms of this agreement, our PHH subsidiary
retains the servicing rights related to the relocation receivables. At September
30, 1999, our PHH subsidiary was servicing $248.3 million of assets which were
funded under this agreement.
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Our PHH subsidiary had maintained an asset securitization agreement, with a
separate unaffiliated buyer, which had a purchase commitment up to a limit of
$350.0 million. The terms of this agreement were similar to the aforementioned
facility, with PHH retaining the servicing rights on the right of payment
related to certain relocation receivables of PHH. At September 30, 1999, PHH was
servicing $85.0 million of assets eligible for purchase under this agreement.
This facility matured and approximately $85.0 million was repaid on October 5,
1999. We are currently in the process of creating a new securitization facility
to purchase interests in the rights to payment related to our relocation
receivables, which will replace the existing securitizations.
OTHER CREDIT FACILITIES
To provide additional financial flexibility, PHH's current policy is to ensure
that minimum committed facilities aggregate 100 percent of the average
outstanding commercial paper. This policy will be maintained subsequent to the
divestiture of the fleet businesses. PHH maintains $2.65 billion of unsecured
committed credit facilities, which are backed by a consortium of domestic and
foreign banks. The facilities are comprised of $1.25 billion of syndicated lines
of credit maturing in March 2000 and $1.25 billion of syndicated lines of credit
maturing in the year 2002. In addition, PHH has a $150 million revolving credit
facility, which matures in December 1999, and other uncommitted lines of credit
with various financial institutions, which were unused at September 30, 1999.
Our management closely evaluates not only the credit of the banks but also the
terms of the various agreements to ensure ongoing availability. Our management
believes that our current policy provides adequate protection should volatility
in the financial markets limit PHH's access to commercial paper or medium-term
notes funding. PHH continuously seeks additional sources of liquidity to
accommodate PHH asset growth and to provide further protection from volatility
in the financial markets.
In the event that the public debt market is unable to meet PHH's funding needs,
we believe that PHH has appropriate alternative sources to provide adequate
liquidity, including current and potential future securitized obligations and
its $2.65 billion of revolving credit facilities.
Pursuant to a covenant in PHH's Indenture with the trustee relating to PHH's
medium-term notes, PHH is restricted from paying dividends, making distributions
or making loans to us to the extent that such payments are collectively in
excess of 40% of PHH's consolidated net income (as defined in the covenant) for
each fiscal year, provided however, that PHH can distribute to us 100% of any
extraordinary gains from asset sales and capital contributions previously made
to PHH by us. Notwithstanding the foregoing, PHH is prohibited under such
covenant from paying dividends or making loans to us if upon giving effect to
such dividends and/or loan, PHH's debt to equity ratio exceeds 8 to 1, at the
time of the dividend or loan, as the case may be.
LITIGATION
Accounting Irregularities. Since the April 15, 1998 announcement of the
discovery of potential accounting irregularities in the former business units of
CUC, approximately 70 lawsuits claiming to be class actions, two lawsuits
claiming to be brought derivatively on our behalf and several individual
lawsuits and arbitration proceedings have been commenced in various courts and
other forums against us and other defendants by or on behalf of persons claiming
to have purchased or otherwise acquired securities or options issued by CUC or
us between May 1995 and August 1998. The Court has ordered consolidation of many
of the actions.
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In addition, in October 1998, an action claiming to be a class action was filed
against us and four of our former officers and directors by persons claiming to
have purchased American Bankers' stock between January and October 1998. The
complaint claimed that we made false and misleading public announcements and
filings with the SEC in connection with our proposed acquisition of American
Bankers allegedly in violation of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, as amended, and that the plaintiff and the alleged class
members purchased American Bankers' securities in reliance on these public
announcements and filings at inflated prices. On April 26, 1999, the United
States District Court for New Jersey found that the class action failed to state
a claim upon which relief could be granted and, accordingly, dismissed the
complaint. The plaintiff has appealed the District Court's findings to the U.S.
Court of Appeals for the Third Circuit.
As previously disclosed, we reached an agreement with plaintiffs' counsel
representing the class of holders of our PRIDES securities who purchased their
securities on or prior to April 15, 1998 to settle their class action lawsuit
against us through the issuance of a new "Right" for each PRIDES security held.
See "Liquidity and Capital Resources - FELINE PRIDES and Trust Preferred
Securities" for a more detailed description of the settlement.
The SEC and the United States Attorney for the District of New Jersey are
conducting investigations relating to the matters referenced above. The SEC
advised us that its inquiry should not be construed as an indication by the SEC
or its staff that any violations of law have occurred. As a result of the
findings from the investigations, we made all adjustments considered necessary
which are reflected in our restated financial statements. Although we can
provide no assurances, we do not expect that additional adjustments will be
necessary.
While we are engaged in discussions with counsel in plantiffs in certain of
these actions seeking a settlement of them, other than the PRIDES class action
litigation, we do not believe that it is feasible to predict or determine the
final outcome of these proceedings or investigations or to estimate the amounts
or potential range of loss with respect to these proceedings or investigations.
The possible outcomes or resolutions of the proceedings could include a judgment
against us or settlements and could require substantial payments by us. In
addition, the timing of the final resolution of the proceedings or
investigations is uncertain. We believe that material adverse outcomes with
respect to such proceedings or investigations could have a material impact on
our financial position, results of operations or cash flows.
Other Pending Litigation. We and our subsidiaries are involved in pending
litigation in the usual course of business. In the opinion of management, such
other litigation will not have a material adverse effect on our consolidated
financial position, results of operations or cash flows.
CREDIT RATINGS
Our long-term debt credit ratings by Duff & Phelps Credit Rating Co. ("DCR"),
Standard & Poor's Corporation ("S&P") and Moody's Investors Service Inc.
("Moody's") remain A-, BBB and Baal, respectively.
Following the execution of our agreement to dispose of our fleet segment, Fitch
IBCA lowered PHH's long-term debt rating from A+ to A and affirmed PHH's
short-term debt rating at F1, and S&P affirmed PHH's long-term and short-term
debt ratings at A-/A2. Also in connection with the closing of the transaction,
DCR lowered PHH's long-term debt rating from A+ to A and PHH's short-term debt
rating was reaffirmed at D1. Moody's lowered PHH's long-term debt rating from A3
to Baa1 and affirmed PHH's short-term debt rating at P2. (A security rating is
not a recommendation to buy, sell or hold securities and is subject to revision
or withdrawal at any time).
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COMMON SHARE REPURCHASES
During the nine months ended September 30, 1999, our Board of Directors
authorized an additional $800.0 million of our common stock to be repurchased
under a common share repurchase program, increasing the total authorized amount
that can be repurchased under the program to $1.8 billion. We have executed this
program through open-market purchases or privately negotiated transactions. As
of September 30, 1999, we repurchased a total of $1.8 billion (93.6 million
shares) of our common stock under the program. On October 20, 1999, we announced
that our Board of Directors has authorized an additional $1.0 billion in common
share repurchases. However, the execution of the additional share repurchases
has been deferred pending a determination of whether or not a settlement of the
principal class action litigation is possible.
In July 21, 1999, pursuant to a Dutch Auction self-tender offer to our
shareholders, we purchased 50 million shares of our common stock through our
wholly owned subsidiary Cendant Stock Corporation at a price of $22.25 per
share. We financed the purchase of shares costing $1.1 billion with proceeds
received from our June 30, 1999 disposition of our fleet segment.
As of October 22, 1999, we repurchased a total of $3.0 billion (152.1 million
shares) of our common stock inclusive of the program, the Dutch Auction, and the
7.1 million shares of our common stock received as partial consideration in
connection with the sale of our Hebdo Mag subsidiary, reducing our shares
outstanding by 18%.
CASH FLOWS
We generated $2.0 billion of cash flows from operations during the nine months
ended September 30, 1999 representing a $1.3 billion increase from the nine
months ended September 30, 1998. The increase in cash flows from operations was
primarily due to a $1.1 billion net reduction in mortgage loans held for sale
which reflects larger loan sales to the secondary markets in proportion to loan
originations.
We generated $1.2 billion in cash flows from investing activities during the
nine months ended September 30, 1999 representing a $5.2 billion increase from
the nine months ended September 30, 1998. The incremental cash flows from
investing activities was primarily attributable to $2.8 billion of net cash
proceeds received from the disposition of the net assets of our fleet segment as
well as the disposition of other businesses during 1999. See "Liquidity and
Capital Resources - Divestitures" for more detailed information concerning these
dispositions. In addition, during 1998, we used net cash of $2.7 billion for the
purchases of businesses and other acquisition related payments. Companies
acquired in 1998 included NPC and Jackson Hewitt.
We used net cash of $3.6 billion in financing activities during the nine months
ended September 30, 1999 compared to providing net cash of $5.1 billion from
such activities in the comparable prior year period. Cash flows used in
financing activities during 1999 included $2.6 billion in Company common stock
repurchases pursuant to our share repurchase program partially offset by $2.8
billion related to the timing of debt repayments to third parties in connection
with our fleet segment disposition. Cash flows provided by financing activities
during 1998 principally consisted of $3.3 billion of proceeds from borrowings
under a term loan facility and proceeds of $1.5 billion from the issuance of our
FELINE PRIDES. During 1999, we had net repayments of $1.1 billion representing
fundings of our investments in assets under management programs compared to net
borrowings of $0.6 billion in 1998.
CAPITAL EXPENDITURES
During the nine months ended September 30, 1999, $212.8 million was invested in
property and equipment to support operational growth and enhance marketing
opportunities. In addition, technological improvements were made to improve
operating efficiencies. Capital spending in 1999 has included the
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development of integrated business systems and other investments in information
systems within several of our segments as well as additions to car park
properties for our NPC subsidiary. We anticipate investing approximately $270
million in capital expenditures in 1999.
YEAR 2000 COMPLIANCE
The following disclosure is a Year 2000 readiness disclosure statement pursuant
to the Year 2000 Readiness and Disclosure Act.
The Year 2000 presents the risk that information systems will be unable to
recognize and process date-sensitive information properly beginning and after
January 1, 2000. To minimize or eliminate the effect of the Year 2000 risk on
our business systems and applications, we are continually identifying,
evaluating, implementing and testing changes to our computer systems,
applications and software necessary to achieve Year 2000 compliance. We
implemented a Year 2000 initiative in March 1996 that has now been adopted by
all of our business units. As part of such initiative, we selected a team of
managers to identify, evaluate and implement a plan to bring all of our critical
business systems and applications into Year 2000 compliance prior to December
31, 1999. The Year 2000 initiative consists of four phases: (i) identification
of all critical business systems subject to Year 2000 risk (the "Identification
Phase"); (ii) assessment of such business systems and applications to determine
the method of correcting any Year 2000 problems (the "Assessment Phase"); (iii)
implementing the corrective measures (the "Implementation Phase"); and (iv)
testing and maintaining system compliance (the "Testing Phase"). We have
substantially completed each of the above stated Phases and have identified and
assessed five areas of risk: (i) internally developed business applications;
(ii) third party vendor software, such as business applications, operating
systems and special function software; (iii) computer hardware components; (iv)
electronic data transfer systems between our customers, third party service
providers and us; and (v) embedded systems, such as phone switches, check
writers and alarm systems. Although no assurances can be made, we believe that
substantially all of our systems, applications and related software that are
subject to Year 2000 compliance risk have been identified and that we have
either implemented or initiated the implementation of a plan to correct such
systems that are not Year 2000 compliant. In addition, as part of our assessment
process we are developing contingency plans as considered necessary.
Substantially all of our mission critical systems have been remediated during
1998. However, we cannot directly control the timing of certain Year 2000
compliant vendor products and in certain situations, exceptions to the December
1998 date have been authorized. We have made significant progress toward
contingency planning. We are confident that the contingency planning phases will
be completed prior to December 31, 1999.
We rely on third party service providers for services such as
telecommunications, internet service, utilities, components for our embedded and
other systems and other key services. Interruption of those services due to Year
2000 issues could have a material adverse impact on our operations. We initiated
an evaluation of the status of such third party service providers' efforts to
determine alternative and contingency requirements. While approaches to reducing
risks of interruption of business operations vary by business unit, options
include identification of alternative service providers available to provide
such services if a service provider fails to become Year 2000 compliant within
an acceptable timeframe prior to December 31, 1999.
The total cost of our Year 2000 compliance plan is anticipated to be $55
million. Approximately $49 million of these costs had been incurred through
September 30, 1999, and we expect to incur the balance of such costs to complete
the compliance plan. We have been expensing and capitalizing the costs to
complete the compliance plan in accordance with appropriate accounting policies.
Variations from anticipated expenditures and the effect on our future results of
operations are not anticipated to be material in any given year. However, if
Year 2000 modifications and conversions are not made, including modifications by
our third party service providers, or are not completed in time, the Year 2000
problem could have a material impact on our operations, cash flows and financial
condition. At this time, we believe the most likely "worst case" scenario
involves potential disruptions in our operations as a result of the failure of
services provided by third parties.
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The estimates and conclusions herein are forward-looking statements and are
based on our best estimates of future events. Risks of completing the plan
include the availability of resources, the ability to discover and correct the
potential Year 2000 sensitive problems which could have a serious impact on
certain operations and the ability of our service providers to bring their
systems into Year 2000 compliance.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 requires us to record all
derivatives in the consolidated balance sheet as either assets or liabilities
measured at fair value. If the derivative does not qualify as a hedging
instrument, the change in the derivative fair values will be immediately
recognized as gain or loss in earnings. If the derivative does qualify as a
hedging instrument, the gain or loss on the change in the derivative fair values
will either be recognized (i) in earnings as offsets to the changes in the fair
value of the related item being hedged or (ii) be deferred and recorded as a
component of other comprehensive income and reclassified to earnings in the same
period during which the hedged transactions occur. We have not yet determined
what impact the adoption of SFAS No. 133 will have on our financial statements.
Implementation of this standard has recently been delayed by the FASB for a
twelve month period. We will adopt SFAS No. 133 as required for our first
quarterly filing of fiscal year 2001.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
In recurring operations, we must deal with effects of changes in interest rates
and currency exchange rates. The following discussion presents an overview of
how such changes are managed and a view of their potential effects.
We use various financial instruments, particularly interest rate and currency
swaps and currency forwards, to manage our respective interest rate and currency
risks. We are exclusively an end user of these instruments, which are commonly
referred to as derivatives. We do not engage in trading, market making or other
speculative activities in the derivatives markets. Established practices require
that derivative financial instruments relate to specific asset, liability or
equity transactions or to currency exposures.
The SEC requires that registrants include information about potential effects of
changes in interest rates and currency exchange on their financial statements.
Although the rules offer alternatives for presenting this information, none of
the alternatives is without limitations. The following discussion is based on
so-called "shock tests," which model effects of interest rate and currency
shifts on the reporting company. Shock tests, while probably the most meaningful
analysis permitted, are constrained by several factors, including the necessity
to conduct the analysis based on a single point in time and by their inability
to include the extraordinarily complex market reactions that normally would
arise from the market shifts modeled. While the following results of shock tests
for interest rate and currencies may have some limited use as benchmarks, they
should not be viewed as forecasts.
o One means of assessing exposure to interest rate changes is a duration-based
analysis that measures the potential loss in net earnings resulting from a
hypothetical 10% change in interest rates across all maturities (sometimes
referred to as a "parallel shift in the yield curve"). Under this model, it
is estimated that, all else constant, such a decrease would not materially
impact our 1999 net earnings based on current positions.
o One means of assessing exposure to changes in currency exchange rates is to
model effects on future earnings using a sensitivity analysis. Year-end 1998
consolidated currency exposures, including financial instruments designated
and effective as hedges, were analyzed to identify our assets and
liabilities denominated in other than their relevant functional currency.
Net unhedged exposures in each currency were then remeasured assuming a 10%
change in currency exchange rates compared with the U.S. dollar. Under this
model, it is estimated that, all else constant, such a decrease would not
materially impact our 1999 net earnings based on current positions.
The categories of primary market risk exposure to us are: (i) long-term U.S.
interest rates due to mortgage loan origination commitments and an investment in
mortgage loans held for resale; (ii) short-term interest rates as they impact
vehicle and relocation receivables; and (iii) LIBOR and commercial paper
interest rates due to their impact on variable rate borrowings.
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PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The discussions contained under the headings "Litigation Settlement" in
Note 9 and "Litigation - Accounting Irregularities" in Note 10 contained in Part
1 - FINANCIAL INFORMATION, Item 1 - Financial Statements, are incorporated
herein by reference in their entirety.
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ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits
27 Financial data schedule (electronic transmission only)
(b) Reports on Form 8-K
Form 8-K, dated July 9, 1999, reporting in Item 2 the disposition of our
fleet business segment and reporting in Item 5 the resignation of three
directors.
Form 8-K, dated July 16, 1999, reporting in Item 5 the preliminary
results of our Dutch Auction self-tender offer.
Form 8-K, dated July 23, 1999, reporting on Item 5 our 1999 second
quarter results.
Form 8-K, dated September 16, 1999, reporting in Item 5 the sale of our
Entertainment Publications unit and the creation of the Netmarket Group.
48
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CENDANT CORPORATION
By: /s/ David M. Johnson
------------------------
David M. Johnson
Senior Executive Vice President and
Chief Financial Officer
By: /s/ Jon F. Danski
---------------------
Jon F. Danski
Executive Vice President, Finance and
Date: October 29, 1999 Chief Accounting Officer
49
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated balance sheet and statement of income of the Company as of and for
the nine months ended September 30, 1999 and is qualified in its entirety to be
referenced to such financial statements. Amounts are in millions.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 624
<SECURITIES> 0
<RECEIVABLES> 1,302
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,489
<PP&E> 1,792
<DEPRECIATION> 440
<TOTAL-ASSETS> 14,913
<CURRENT-LIABILITIES> 2,506
<BONDS> 3,344
1,476
0
<COMMON> 9
<OTHER-SE> 3,840
<TOTAL-LIABILITY-AND-EQUITY> 14,913
<SALES> 0
<TOTAL-REVENUES> 4,119
<CGS> 0
<TOTAL-COSTS> 2,978
<OTHER-EXPENSES> 131
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 154
<INCOME-PRETAX> 1,680
<INCOME-TAX> 382
<INCOME-CONTINUING> 1,252
<DISCONTINUED> 174
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,426
<EPS-BASIC> 1.86
<EPS-DILUTED> 1.75
</TABLE>
