PHH CORP
10-Q, 1996-03-15
AUTO RENTAL & LEASING (NO DRIVERS)
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                              WASHINGTON D.C. 20549
                                    ---------

                                    FORM 10-Q
                                    ---------

              X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended JANUARY 31, 1996

                                       OR

          ____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the Transition Period From ______ to _____
                                    ---------

                          Commission File Number 1-7797
                                    ---------

                                 PHH CORPORATION
             (Exact name of registrant as specified in its charter)

                 Maryland                                   52-0551284
      (State or other jurisdiction of                     (IRS Employer
      Incorporation or organization)                    Identification No.)

      11333 McCormick Road, Hunt Valley, Maryland              21031
        (Address of principal executive offices)            (Zip Code)

                                 (410) 771-3600
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes X   No ____

Number of shares of PHH  Corporation  common stock  outstanding  on February 29,
1996 was 17,277,164

                                       -1-
Total number of pages - - 15


<PAGE>





                                 PHH CORPORATION

                                      INDEX
                ------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Page No.
<S>                                                                                                <C>
PART I--FINANCIAL INFORMATION:

                 Item 1 - Financial Statements

                      Condensed Consolidated Statements of Income--Three
                           Months and Nine Months Ended January 31, 1996
                           and 1995                                                                 3

                      Condensed Consolidated Balance Sheets --
                           January 31, 1996 and April 30, 1995                                      4

                      Condensed Consolidated Statements of Cash Flows--
                           Nine Months Ended January 31, 1996 and 1995                              5

                      Notes to Condensed Consolidated Financial
                           Statements                                                               6

                 Item 2 - Management's Discussion and Analysis of Financial
                 Position and Results of Operations                                                 7


PART II--OTHER INFORMATION:

                 Item 6 - Exhibits and Reports on Form 8-K                                         11

                 Index to Exhibits                                                                 12

                 Signatures                                                                        15
</TABLE>


                                       -2-
<PAGE>






                         PART I--FINANCIAL INFORMATION


Item 1.  Financial Statements.


                        PHH CORPORATION AND SUBSIDIARIES

                   Condensed Consolidated Statements of Income

                                   (Unaudited)

(In thousands except per share data)

<TABLE>
<CAPTION>
                                                              Three Months Ended                 Nine Months Ended
                                                            January 31,                               January 31,

                                                          1996              1995                 1996               1995
                                                          ----              ----                 ----               ----
<S>                                                <C>               <C>                <C>                  <C>
Revenues:
    Vehicle management services                    $   344,515       $   313,151        $   1,012,568        $   922,394
    Real estate services                               192,559           151,458              604,075            508,184
    Mortgage banking services                           49,643            29,532              141,701             94,008
                                                     ---------        ----------           ----------        -----------
                                                       586,717           494,141            1,758,344          1,524,586
                                                      --------         ---------            ---------          ---------

Operating expenses:
    Depreciation on vehicles under
       operating leases                                236,553           215,866              698,949            642,103
    Costs, including interest, of
       carrying and reselling homes                    161,083           123,811              508,115            426,002
    Direct costs of mortgage banking
       services                                         20,405            10,352               48,536             28,962
    Interest                                            57,727            46,147              167,111            127,840
    Selling, general and administrative                 77,869            69,711              237,673            213,516
                                                     ---------        ----------           ----------         ----------
                                                       553,637           465,887            1,660,384          1,438,423
                                                      --------         ---------            ---------          ---------

Income before income taxes                              33,080            28,254               97,960             86,163

Income taxes                                            13,598            11,492               40,613             35,274
                                                     ---------        ----------          -----------        -----------

Net income                                        $     19,482     $      16,762       $       57,347     $       50,889
                                                     =========        ==========          ===========        ===========



Net income per share                            $        1.10    $           .98     $          3.27   $           2.94
                                                   ==========       ============        ============       ============
</TABLE>

                                 See accompanying notes.


                                       -3-


<PAGE>


Item 1.  Financial Statements (Continued).


                        PHH CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets


(In thousands)

<TABLE>
<CAPTION>
                                                                     January 31, 1996         April 30, 1995
                                                                       (Unaudited)
<S>                                                                      <C>                      <C>
ASSETS
Cash                                                                     $     6,814             $     3,412
Accounts receivable, less allowance for
    doubtful accounts of $7,796 at January 31,
    1996 and $6,689 at April 30, 1995                                        505,861                 484,230
Carrying costs on homes under management                                      61,916                  45,260
Mortgage loans held for sale                                                 784,901                 712,247
Property and equipment, net                                                   96,328                 102,399
Unamortized goodwill                                                          49,660                  51,164
Other assets                                                                 308,389                 175,932
                                                                          ----------              ----------
                                                                           1,813,869               1,574,644
                                                                           ---------               ---------

ASSETS UNDER MANAGEMENT PROGRAMS
Net investment in leases and leased vehicles                               3,243,236               3,017,231
Equity advances on homes                                                     684,858                 447,658
                                                                          ----------              ----------
                                                                           3,928,094               3,464,889
                                                                           ---------               ---------

                                                                         $ 5,741,963             $ 5,039,533
                                                                           =========               =========

LIABILITIES
Accounts payable and accrued expenses                                    $   435,416             $   458,438
Advances from clients and deferred revenue                                   128,343                 101,229
Other debt                                                                   645,247                 735,886
Deferred income taxes                                                        164,400                 124,400
                                                                          ----------              ----------
                                                                           1,373,406               1,419,953
                                                                           ---------               ---------

LIABILITIES UNDER MANAGEMENT PROGRAMS                                      3,782,625               3,079,629
                                                                           ---------               ---------

STOCKHOLDERS' EQUITY
Preferred stock, authorized 3,000,000 shares                                      --                      --
Common stock, no par value, authorized
    50,000,000 shares;  issued and outstanding
    17,243,874 shares at January 31, 1996 and
    16,890,212 shares at April 30, 1995                                       91,519                  79,210
Cumulative foreign currency translation
    adjustment                                                               (23,100)                (16,913)
Retained earnings                                                            517,513                 477,654
                                                                          ----------              ----------
                                                                             585,932                 539,951
                                                                          ----------              ----------

                                                                         $ 5,741,963             $ 5,039,533
                                                                           =========               =========
</TABLE>
                                    See accompanying notes.

                                       -4-
<PAGE>

Item 1.  Financial Statements (Continued).

                       PHH CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                      Nine Months Ended January 31,

(In thousands)                                                                           1996                  1995
                                                                                         ----                  ----
<S>                                                                          <C>                     <C>
Operating Activities:
    Net income                                                               $         57,347        $       50,889
    Adjustments to reconcile income to cash
       provided by operating activities:
       Depreciation on vehicles under operating leases                                698,949               642,103
       Other depreciation and amortization                                             24,069                22,612
       Amortization and write-down of
           capitalized servicing rights and fees                                       25,499                23,682
       Additions to originated mortgage servicing rights                              (62,895)                    -
       Additions to excess mortgage servicing fees                                    (45,958)              (22,636)
       Deferred income taxes                                                           40,668                11,133
       Changes in:
         Accounts receivable                                                          (30,021)               (4,855)
         Carrying costs on homes under management                                     (16,940)               (9,860)
         Mortgage loans held for sale                                                 (72,654)               60,507
         Accounts payable and accrued expenses                                        (19,600)             (165,411)
         Advances from clients and deferred revenue                                    27,813                21,616
         All other operating activity                                                 (42,320)              (24,465)
                                                                                -------------          ------------
         Cash provided by operating activities                                        583,957               605,315
                                                                                 ------------           -----------
Investing Activities:
    Investment in leases and leased vehicles                                       (1,362,639)           (1,140,003)
    Repayment of investment in leases and leased vehicles                             415,490               418,655
    Value of homes acquired                                                        (3,678,051)           (4,073,721)
    Value of homes sold                                                             3,441,497             4,027,290
    Purchases of mortgage servicing rights                                            (14,893)               (9,921)
    Additions to property and equipment, net of dispositions                          (14,590)              (10,967)
    All other investing activities                                                     (4,675)                 (989)
                                                                                  ------------     ----------------
         Cash used in investing activities                                         (1,217,861)             (789,656)
                                                                                  -----------         -------------
Financing Activities:
    Net change in borrowings with terms of less than 90 days                           (7,995)               89,048
    Proceeds from issuance of other borrowings                                      1,604,268               940,589
    Principal payment on other borrowings                                            (964,248)             (801,457)
    Stock option plan transactions                                                     12,309                 2,670
    Repurchases of common shares                                                            -               (16,737)
    Payment of dividends                                                              (17,488)              (16,485)
                                                                                -------------         -------------
         Cash provided by financing activities                                        626,846               197,628
                                                                                 ------------          ------------

Effect of exchange rate changes on cash                                                10,460                (4,259)
                                                                                -------------        --------------

Increase in cash                                                                        3,402                 9,028

Cash at beginning of period                                                             3,412                    25
                                                                               --------------      ----------------

Cash at end of period                                                      $            6,814   $             9,053
                                                                               ==============        ==============

Supplemental disclosures of cash flow information:
    Cash paid for interest                                                  $         197,025    $          147,194
                                                                                =============         =============
    Cash paid for income taxes                                            $             4,310   $            24,088
                                                                              ===============        ==============
</TABLE>
                               See accompanying notes.

                                       -5-

<PAGE>

Item 1.  Financial Statements (Continued).


                            PHH CORPORATION AND SUBSIDIARIES
                  Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)




SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  included  in  this  Form  10-Q  reflect  all  adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the  results  of  operations  for  the  periods  presented.  The  results  of
operations  for the periods  presented  are not  necessarily  indicative  of the
results to be expected for the full year.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  included in the Company's annual report included as part of Form 10-K
for the year ended April 30, 1995.

Reclassifications

Certain  reclassifications  have  been  made to the  prior  year's  consolidated
financial statements for comparative purposes.

Net Income Per Share

Net income per share is computed on the basis of the weighted  average number of
shares  of  common  stock  outstanding  during  each  period  and  common  stock
equivalents arising from the assumed exercise of outstanding stock options under
the treasury  stock  method.  See Exhibit 11 to this Form 10-Q which details the
computation of net income per share.


CONTINGENT LIABILITIES

The Company and its subsidiaries are involved in pending litigation of the usual
character  incidental  to the  business  transacted  by them.  In the opinion of
management,  such  litigation  will not have a material  effect on the Company's
consolidated financial statements.

                                       -6-

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

                           PHH CORPORATION AND SUBSIDIARIES


RESULTS OF OPERATIONS - Nine Months Ended January 31, 1996 vs. January 31, 1995

All  comparisons  within the following  discussion are to the same period of the
previous year, unless otherwise stated.

Consolidated net income and net income per share for the third quarter of fiscal
1996   increased  16  percent  to  $19.5   million  and  12  percent  to  $1.10,
respectively.  For the first nine months, consolidated net income and net income
per share  increased  13  percent  to $57.3  million  and 11  percent  to $3.27,
respectively.  The increase in the third  quarter  resulted  from the  Company's
mortgage banking services and vehicle  management  services  business  segments,
partially offset by a decrease in the real estate services business segment. The
increase for the first nine months was primarily  due to the Company's  mortgage
banking services  business segment coupled with a slight increase in the vehicle
management  services  segment and a slight  decrease in the real estate services
segment.

Consolidated  revenues  increased 19  percent to $586.7  million  and 15 percent
to $1.8 billion for the third quarter and the first nine  months of fiscal 1996,
respectively.

The  Company's  effective tax rate was 41.5 percent for the first nine months of
fiscal 1996 as compared to 40.9 percent for the same period a year ago.

The Company incurs and pays certain costs on behalf of its clients which include
payments to third parties as a component of its service  delivery.  These direct
costs are  billed  to  clients  and  recognized  as both  revenue  and  expense.
Additionally,  certain  other direct costs  represent  depreciation  on vehicles
under operating leases and amortization of mortgage  servicing fees.  Management
analyzes  its  business  results in terms of net  revenues  and total  operating
expenses.  Net  revenues,  as defined by the Company,  include  revenues  earned
reduced by the direct costs described above, and by related interest required to
fund  assets.  Operating  expenses  are all other costs  incurred in  delivering
services to clients.

<TABLE>
<CAPTION>
                                                  Three Months Ended                         Nine  Months Ended
                                                          January 31,                                January 31,
     Operating Income (in thousands)                    1996              1995                  1996                1995
     -------------------------------                    ----              ----                  ----                ----
<S>                                                <C>               <C>                   <C>                 <C>
     Net revenues                                  $ 144,480         $ 125,578             $ 432,292           $ 381,893
     Operating expenses                              111,400            97,324               334,332             295,730
                                                     -------          --------               -------             -------
     Total operating income                        $  33,080         $  28,254             $  97,960           $  86,163
                                                    ========          ========              ========            ========
</TABLE>

Vehicle Management Services

Vehicle management services are primarily offered to corporations and government
agencies to assist them in  effectively  managing  their  vehicle  fleet  costs,
reducing  in-house  administrative  costs  and  enhancing  driver  productivity.
Asset-based  services generally require an investment by the Company and include
new  vehicle  purchasing,   open-  and  closed-end  leasing,  and  used  vehicle
marketing.  Fee-based services include maintenance management programs,  expense
reporting,  fuel  management  programs,  accident and safety  programs and other
driver services which generate  recurring fee  transactions for managing various
aspects of clients' vehicle fleets.

<TABLE>
<CAPTION>

                                                   Three Months Ended                        Nine Months Ended
                                                            January 31,                             January 31,

     Operating Income (in thousands)                    1996              1995                  1996               1995
     -------------------------------                    ----              ----                  ----               ----
<S>                                                 <C>               <C>                   <C>               <C>
     Net revenues:
       Asset-based                                  $ 32,856          $ 31,935              $ 97,815          $  96,786
       Fee-based                                      31,377            26,188                88,281             77,608
                                                      ------            ------              --------           --------
     Total net revenues                               64,233            58,123               186,096            174,394
     Operating expenses                               49,050            45,707               148,535            138,083
                                                      ------            ------               -------            -------
     Operating income                               $ 15,183          $ 12,416              $ 37,561          $  36,311
                                                      ======            ======               ========          ========
</TABLE>
                                       -7-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Cont.)


                         PHH CORPORATION AND SUBSIDIARIES


Net revenues for vehicle  management  services  represents  revenues  earned and
billed to clients,  reduced by depreciation  on vehicles under operating  leases
and related  interest.  Total net revenues for this segment increased 11 percent
for the third quarter and 7 percent for the first nine months of fiscal 1996.

Net revenues derived from asset-based products increased 3 percent and 1 percent
for the third  quarter  and first  nine  months  of fiscal  1996,  respectively.
Increases in  management  fees per vehicle,  increases in the number of vehicles
leased,  as well  as the  effect  of an  increase  in  vehicle  purchases,  were
partially  offset by the anticipated  reduction in domestic volume of remarketed
vehicles under closed-end operating leases.

Net revenues derived from fee-based services increased 20 percent and 14 percent
for the third quarter and first nine months,  respectively.  The increases  were
due to growth in fuel and maintenance management programs,  reflecting increased
market penetration in the U.S. and U.K., truck management  programs in the U.K.,
as well as growth in accident management programs and other driver services,  in
the U.S. and U.K.

Vehicle management  services operating income increased 22 percent for the third
quarter of fiscal 1996 and 3 percent for the first nine months. The increases in
net revenues  discussed  above were  partially  offset by increases in operating
expenses. Cost increases were primarily due to higher operating expenses related
to volume increases in fee-based services.

The Company's  profitability from vehicle management services is affected by the
number of vehicles managed and related services provided for clients. Therefore,
profitability  can be  negatively  affected by the general  economy as corporate
clients  exercise a higher degree of fiscal  caution by  decreasing  the size of
their  vehicle  fleets or by  extending  the service  period of  existing  fleet
vehicles.  Conversely,  operating  results  are  positively  affected as clients
increasingly  choose to outsource their vehicle management  service  operations.
Results can also be enhanced as the Company expands into new markets,  increases
its product  diversity,  broadens its client base and continues its productivity
and quality improvement efforts.

Real Estate Services

Real estate services primarily consist of the purchase, management and resale of
homes for transferred  employees of corporate clients,  government  agencies and
members  of  affinity  group  clients.   Asset-based  services  are  defined  as
relocation  services  involving  the  purchase  and resale of a home.  Fee-based
services  include  assistance  in  selecting  homes  in  destination  locations,
marketing  homes,  moving  household  goods,  property  disposition  services to
financial institutions and other consulting services.

<TABLE>
<CAPTION>
                                                         Three Months Ended                             Nine Months Ended
                                                              January 31,                                  January 31,
     Operating Income (in thousands)                   1996               1995                        1996             1995
     -------------------------------                   ----               ----                        ----             ----
<S>                                                <C>                <C>                       <C>               <C>
     Net revenues:
       Asset-based                                 $ 29,249           $ 28,293                  $   88,475        $  83,147
       Fee-based                                     19,819             18,617                      64,203           58,381
                                                     ------             ------                    --------         --------
     Total net revenues                              49,068             46,910                     152,678          141,528
     Operating expenses                              40,486             37,348                     125,928          114,012
                                                     ------             ------                     -------          -------
     Operating income                              $  8,582           $  9,562                  $   26,750        $  27,516
                                                    =======            =======                    ========         ========
</TABLE>

                                       -8-

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Cont.)


                          PHH CORPORATION AND SUBSIDIARIES


Real  estate  services  net  revenues  are those  earned and billed to  clients,
reduced by direct  costs paid on behalf of clients and related  interest.  Total
real  estate  services  net  revenues  increased 5 percent and 8 percent for the
third quarter and first nine months of fiscal 1996, respectively.

Asset-based net revenues increased 3 percent and 6 percent for the third quarter
and first nine months of fiscal 1996,  respectively.  These increases reflect an
increase  in the number of  transferee  homes sold and the  product mix of homes
sold as compared to that of the prior year.

Fee-based net revenues  increased 6 percent and 10 percent for the third quarter
and first  nine  months  of fiscal  1996,  respectively,  primarily  due to more
household  goods moves in the U.S. and increased  referral fees from our network
of brokers.  These  increases were offset by a decrease in revenues  earned from
consulting  services and a decrease in the volume and fees earned on residential
properties managed for financial  institutions in the U.S. in the third quarter.
Additionally, the first nine months of fiscal 1996 reflects a decrease in volume
from the Canadian government sector.

Real estate services operating income decreased 10 percent and 3 percent for the
third quarter and first nine months of fiscal 1996, respectively.  The increases
in net revenues  described  above were offset by  increased  costs in support of
volume growth in fee-based  services as well as the effect of system initiatives
in our Canadian operations.

The Company is generally not at risk on its carrying value of homes should there
be a downturn in the housing  market.  Management  anticipates  its clients will
continue to reassess their  relocation  plans as part of cost control  measures,
authorizing fewer home purchase  transactions  while utilizing a greater portion
of  fee-based  real  estate  services.   Additionally,   management  anticipates
continued  margin  pressure  in  relocation  activity  in the U.S.  and  Canada,
especially in the government sector. At the same time,  operating results may be
affected  positively  as clients  increasingly  choose to  outsource  their real
estate  services  and as the Company  expands  into new  markets,  enhances  its
product  diversity,  broadens its client base and continues its productivity and
quality improvement efforts.

Mortgage Banking Services

Mortgage  banking  services  primarily  consist  of the  origination,  sale  and
servicing of residential  first mortgage loans. The Company markets a variety of
first mortgage products to consumers through  relationships  with  corporations,
affinity  groups,  government  agencies,  credit unions,  real estate  brokerage
firms, banks and other mortgage brokers.

<TABLE>
<CAPTION>
                                                   Three Months Ended                             Nine Months Ended
                                                           January 31,                                January 31,

     Operating Income (in thousands)                    1996                1995                     1996              1995
     -------------------------------                    ----                ----                     ----              ----
<S>                                                 <C>                <C>                       <C>               <C>
     Net revenues:
       Loan production                              $ 17,151           $  (2,628)                $ 50,279          $   (606)
       Servicing fees                                 14,028              13,036                   39,853            38,501
       Gain on sale of servicing rights                    -              10,137                    3,386            28,076
                                                   ---------              ------                  -------           -------
     Total net revenues                               31,179              20,545                   93,518            65,971
     Operating expenses                               21,864              14,269                   59,869            43,635
                                                      ------              ------                   ------           -------
     Operating income                              $   9,315           $   6,276                 $ 33,649          $ 22,336
                                                     =======             =======                   ======           =======
</TABLE>


Mortgage banking  services net revenues,  measured as revenues earned reduced by
direct costs for  amortization  and payments to third-party  service  providers,
increased  52 percent  for the third  quarter  and 42 percent for the first nine
months of fiscal 1996.  The Company  adopted  Statement of Financial  Accounting
Standards  (SFAS) No. 122,  "Accounting for Mortgage  Servicing  Rights," in the
first  quarter of fiscal 1996.  Application  of this  statement  resulted in the
Company  capitalizing  originated  mortgage  servicing  rights,  net of  related
amortization and valuation allowances, of $19.5 million for the third

                                       -9-

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Cont.)


                        PHH CORPORATION AND SUBSIDIARIES



quarter and $57.4  million for the first nine  months of fiscal  1996,  which is
included in net revenues earned from loan  production.  The remaining  change in
loan production net revenues  resulted from an increase in net margins  realized
on loans sold during the third  quarter  and a decrease in net margins  realized
for the first nine  months of fiscal 1996  compared  to the same  periods in the
prior year.  These shifts in margins are  consistent  with  industry  trends and
reflect the effect of consumer demand on secondary market prices.

Mortgage loan closings increased from $0.6 billion to $1.9 billion for the third
quarter  and from $2.7  billion to $5.5  billion  for the first  nine  months of
fiscal  1996.  This was a result of  increased  market  share due  primarily  to
expanded  relationships with affinity groups which represented 33 percent of the
increase  in the  quarter  and 30  percent  of the  increase  for the first nine
months,  and with credit unions which  represented 30 percent of the increase in
the  quarter  and 25 percent of the  increase  for the first  nine  months.  The
majority (67 percent) of loans closed in the quarter  represented  mortgages for
residential  properties  being  purchased.  However,  there  has been  increased
lending volume as mortgagors seek to refinance existing mortgages due to reduced
mortgage  interest  rates.  While  some of  these  refinance  mortgages  replace
mortgages in the Company's existing  portfolio,  a portion of them are generated
from new  sources of  business.  Refinancings  represented  33 percent of closed
loans in the quarter and 25 percent in the nine-month  period. Net servicing fee
revenue  increased  8 percent in the third  quarter  and 4 percent for the first
nine  months of fiscal 1996 due to growth of the  average  servicing  portfolio,
primarily in the second and third quarters.  The servicing  portfolio balance at
January 31, 1996, was $20.5 billion as compared to $17.5 billion a year ago. The
gain on sale of  servicing  rights  decreased  due to a lower level of servicing
rights sales in the first nine months of fiscal 1996 compared to the same period
a year ago.

Mortgage  banking  services  operating income increased 48 percent for the third
quarter and 51 percent for the first nine months of fiscal  1996.  The  increase
was due to higher net revenues  associated with the capitalization of originated
mortgage  servicing  rights  which was $19.5  million and $57.4  million for the
third quarter and first nine months,  respectively,  as described  above.  These
revenues were partially offset by a significant reduction in the gain on sale of
servicing  rights of $10.1 million in the third quarter and $24.7 million in the
first nine months. In addition,  operating expenses increased for both the third
quarter  and the first nine  months in support of volume  increases  of mortgage
loans produced.

The Company's  profitability  from mortgage banking services will be affected by
such external  factors as capacity  within the  industry,  the level of interest
rates,  the strength of the economy,  and the related  condition of  residential
real estate markets. The Company's broad-based  marketing strategies,  including
further  penetration  of  existing  affinity  group and  credit  union  clients,
expansion of its client base, and maintaining its system of delivering mortgages
in a cost-efficient  manner,  should  positively affect operating results in the
future.


FINANCIAL CONDITION

The Company  maintains  adequate  committed credit  facilities to support future
requirements.  As of January 31, 1996, the Company had outstanding  $3.8 billion
of debt  for  "Assets  Under  Management  Programs".  Repayment  of  outstanding
principal  balances is funded from client  lease  payments,  repayment of equity
advances under home  relocation and real estate  management  contracts,  and the
sale or transfer of certain assets to third parties.  Lease  repayments  totaled
$1.1  billion  for the first nine months of fiscal  1996,  while  repayments  of
equity advances on homes were $1.4 billion.

                                       -10-

<PAGE>


                           PART II--OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.


                        PHH CORPORATION AND SUBSIDIARIES




(a)  Exhibit (11)  -  Schedule containing information used in the computation of
                      net income per share.

(b)  Exhibit (12)  -  Schedule containing information used in the computation of
                      the ratio of earnings to fixed charges.

                                       -11-

<PAGE>



                         PHH CORPORATION AND SUBSIDIARIES

                                Index to Exhibits
                                -----------------


Exhibit No.                                                           Page No.

Exhibit (11) - Schedule containing information used in
               the computation of net income per share                   13

Exhibit (12) - Schedule containing information used in the
               computation of the ratio of earnings to fixed charges     14

                                       -12-

<PAGE>
                                                                  EXHIBIT (11)

                        PHH CORPORATION AND SUBSIDIARIES

           Information Used in the Computation of Net Income Per Share

<TABLE>
<CAPTION>

                                                                     Nine Months Ended January 31,

(In thousands except per share data)                                         1996                 1995
                                                                             ----                 ----
<S>                                                                  <C>                      <C>
NET INCOME - as reported                                             $     57,347             $    50,889
                                                                      ===========              ==========

Weighted average number of shares outstanding                              17,108                  17,139

Give effect to the exercise of dilutive options
      determined under the treasury stock method                              328                     128

Reflect the period-end market price when greater
     than the average market price during the
     quarter                                                                  125                      25
                                                                      -----------             -----------

Number of shares used in the computation of net
     income per share                                                      17,561                  17,292
                                                                      ===========             ===========

NET INCOME PER SHARE                                                 $      3.27              $     2.94
                                                                      ==========              ==========
</TABLE>

                                       -13-

<PAGE>
                                                                  EXHIBIT (12)



                        PHH CORPORATION AND SUBSIDIARIES

                Computation of Ratio of Earnings to Fixed Charges
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                                  Nine                                 Year Ended April 30
                                              Months Ended
                                            January 31, 1996    1995            1994          1993           1992          1991
                                            ----------------    ----            ----          ----           ----          ----
<S>                                         <C>             <C>           <C>            <C>            <C>           <C>
Income from continuing operations
     before income taxes                    $    97,960     $  121,318    $   109,796    $   94,238     $  83,117     $   77,759
Add:
     Interest expense                           186,770        194,196        162,108       193,935        237,058       302,853
     Interest portion of rentals*                 5,808          8,065          9,088         8,456          8,665         7,796
                                             ----------     ----------     ----------    ----------     ----------    ----------
Earnings available for fixed charges         $  290,538     $  323,579    $   280,992    $  296,629     $  328,840    $  388,408
                                               ========       ========       ========      ========       ========      ========

Fixed charges:
     Interest expense                        $  186,770     $  194,196    $   162,108    $  193,935     $  237,058    $  302,853
     Interest portion of rentals*                 5,808          8,065          9,088         8,456          8,665         7,796
                                              ---------     ----------      ---------    ----------     ----------    ----------
                                             $  192,578     $  202,261    $   171,196    $  202,391     $  245,723    $  310,649
                                                =======       ========        =======      ========       ========      ========


Ratio of earnings to fixed charges                 1.51           1.60           1.64          1.47           1.34          1.25
                                             ==========     ==========     ==========     =========       ========      ========
</TABLE>

* Amounts reflect a one-third portion of rentals, the portion deemed
  representative of the interest factor.


Note:   The  interest   included  in  fixed  charges  consists  of  the  amounts
        identified as interest expense in the Consolidated Statements of Income,
        the substantial portion of which represents interest on debt incurred to
        finance leasing activities and mortgage banking  activities,  as well as
        the interest costs  associated with home  relocation  services which are
        ordinarily recovered through direct billings to clients and are included
        with "Costs, including interest, of carrying and reselling homes" in the
        Consolidated Financial Statements.

                                       -14-

<PAGE>

                                     SIGNATURES


                          PHH CORPORATION AND SUBSIDIARIES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                   PHH CORPORATION



Date: ___________________                          _____________________________
                                                   Nan A. Grant
                                                   Controller

                                       -15-




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF PHH CORPORATION FILED ON FORM
10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED> 
<CIK> 0000077776
<NAME> PHH CORPORATION
<MULTIPLIER> 1000
<CURRENCY> 0
       
<S>                                        <C>
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-START>                             MAY-01-1995
<PERIOD-END>                               JAN-31-1996
<EXCHANGE-RATE>                                  0.001
<CASH>                                            6814
<SECURITIES>                                         0
<RECEIVABLES>                                   513657
<ALLOWANCES>                                      7796
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           96328
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 5741963
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                         91519
                                0
                                          0
<OTHER-SE>                                      494413
<TOTAL-LIABILITY-AND-EQUITY>                   5741963
<SALES>                                              0
<TOTAL-REVENUES>                               1758344
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               1493273
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              167111
<INCOME-PRETAX>                                  97960
<INCOME-TAX>                                     40613
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     57347
<EPS-PRIMARY>                                     3.29
<EPS-DILUTED>                                     3.27
        

</TABLE>


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