<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 QUARTER ENDED JUNE 30, 1996
COMMISSION FILE NUMBER 1-13286
______________
DUFF & PHELPS CREDIT RATING CO.
(Exact name of Registrant as specified in its Charter)
ILLINOIS 36-3569514
(State of Incorporation). (I.R.S. Employer
Identification No.)
55 EAST MONROE STREET, CHICAGO, ILLINOIS 60603 (312)368-3100
(Address of principal executive offices) (Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
On July 31, 1996, the registrant had 5,385,478 shares of common stock
outstanding.
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<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARY
Quarter Ended June 30, 1996
Index
PART I. - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Condensed Statements of Income - 1
Three Months Ended June 30, 1996 and
Three Months Ended June 30, 1995
Consolidated Condensed Statements of Income - 2
Six Months Ended June 30, 1996
Six Months Ended June 30, 1995
Consolidated Balance Sheets - 3
June 30, 1996 and December 31, 1995
Consolidated Statements of Cash Flows - 4
Six Months Ended June 30, 1996 and
Six Months Ended June 30, 1995
Notes to the Consolidated Financial Statements 5-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 8-9
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
PART II. - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Three Months
Ended Ended
June 30, June 30,
1996 1995
------------ ------------
REVENUES (NOTE 1) $12,989 $10,995
EXPENSES
Employment expenses 5,292 4,154
Other operating expenses 2,807 2,699
Name usage fees--paid to former parent (Note 2) 500 500
Depreciation and amortization (Note 1) 505 425
------------ ------------
Total expenses 9,104 7,778
OPERATING INCOME 3,885 3,217
Other income 60 83
Interest expense (Note 3) 103 197
------------ ------------
EARNINGS BEFORE INCOME TAXES 3,842 3,103
Income taxes 1,639 1,334
------------ ------------
NET EARNINGS $2,203 $1,769
------------ ------------
------------ ------------
Weighted average shares outstanding (Note 1) 5,976 5,945
EARNINGS PER SHARE (NOTE 1) $0.37 $0.30
-1-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
1996 1995
---------- ----------
REVENUES (NOTE 1) $25,227 $21,967
EXPENSES
Employment expenses 10,453 8,408
Other operating expenses 5,185 5,297
Name usage fees--paid to former parent (Note 2) 1,000 1,000
Depreciation and amortization (Note 1) 1,008 841
---------- ----------
Total expenses 17,646 15,546
OPERATING INCOME 7,581 6,421
Other income 97 99
Interest expense (Note 3) 228 408
---------- ----------
EARNINGS BEFORE INCOME TAXES 7,450 6,112
Income taxes 3,175 2,630
---------- ----------
NET EARNINGS $4,275 $3,482
---------- ----------
---------- ----------
Weighted average shares outstanding (Note 1) 5,997 5,950
EARNINGS PER SHARE (NOTE 1) $0.71 $0.59
-2-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 133 $ 233
Accounts receivable, net of allowance for doubtful
accounts of $194 and $212, respectively 7,307 10,112
Other assets 457 516
------------ ------------
Total current assets 7,897 10,861
OFFICE FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
net of accumulated depreciation of $2,731 and $2,249, respectively (Note 1) 4,430 4,013
OTHER ASSETS:
Intangible assets (Note 1) 2,472 2,624
Goodwill (Note 1) 23,467 23,840
Other long-term investments 922 621
Other long-term assets 174 315
------------ ------------
TOTAL ASSETS $39,362 $42,274
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued compensation and employment taxes $ 2,761 $ 4,518
Accounts payable 1,447 1,697
Accrued income tax 249 1,362
Advance service fee billings to clients (Note 1) 1,035 1,294
Other current liabilities 705 384
------------ ------------
Total current liabilities 6,197 9,255
LONG -TERM DEBT (Note 3) 4,500 6,000
OTHER LONG-TERM LIABILITY (Note 4) 950 950
STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 3,000 shares authorized, zero outstanding 0 0
Common stock, no par value; 15,000 shares authorized, 5,459 and 5,541 shares
issued and outstanding, respectively 12,072 14,371
Retained earnings 15,643 11,698
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 27,715 26,069
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $39,362 $42,274
------------ ------------
------------ ------------
</TABLE>
-3-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
1996 1995
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 4,275 $ 3,482
Decrease in accounts receivable 2,793 169
Decrease in accrued compensation and employment taxes (1,757) (1,697)
Decrease in advance service fee billings (259) (1,208)
Depreciation and amortization 1,007 840
Decrease in income taxes payable (525) (830)
Decrease in other assets and liabilities - net 128 71
------------ -----------
Cash provided by operating activities 5,662 827
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in other long term investments (174) (60)
Purchase of office furniture, equipment
and leasehold improvements-net of retirements (890) (697)
------------ -----------
Cash used in investing activities (1,064) (757)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to shareholders (330) (339)
Issuances of common stock 373 91
Repurchase of common stock & stock equivalents (3,241) (486)
Net repayments of long-term debt (1,500) (550)
Long-term lease payments 0 (4)
------------ -----------
Cash used in financing activities (4,698) (1,288)
------------ -----------
NET CHANGE IN CASH (100) (1,218)
------------ -----------
CASH, BEGINNING OF PERIOD 233 1,218
------------ -----------
CASH, END OF PERIOD $ 133 $ 0
------------ -----------
------------ -----------
</TABLE>
-4-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. & SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
Duff & Phelps Credit Rating Co. (the "Company") is an internationally
recognized credit rating agency which provides ratings and research on
corporate, structured and sovereign financings, as well as insurance claims
paying ability. The Company has offices in Chicago, New York and London and
operates through international partners in Latin America, Asia and Canada. DCR
is also a designated rating agency in Japan.
On October 31, 1994, the spin-off of the Company from its former parent
company, Phoenix Duff & Phelps Corporation, formerly Duff & Phelps Corporation
("D&P"), was finalized. The Company's shares, held by D&P, were distributed
October 31, 1994, to D&P shareholders as a tax-free distribution. D&P
shareholders received one of the Company's shares for every three shares held of
D&P. The distribution resulted in the Company operating as a free standing
entity whose common stock is publicly traded on the New York Stock Exchange
under the ticker symbol "DCR."
BASIS OF PRESENTATION
The accompanying consolidated financial statements include those assets,
liabilities, revenues and expenses directly attributable to the Company's
operations. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Though actual results could differ from those estimates,
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto as of December 31, 1995.
PRINCIPLES OF CONSOLIDATION
During July 1994, the Company organized a new U.S. subsidiary, Duff &
Phelps Credit Rating Co. of Europe, with an office located in London, England.
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Duff & Phelps Credit Rating Co. of Europe. All
significant intercompany balances have been eliminated.
DIVIDENDS AND EARNINGS PER SHARE
Earnings per share were computed using the weighted average number of
shares of common stock and common stock equivalents outstanding. Common stock
equivalents are based on outstanding stock options under a stock option plan.
REVENUE RECOGNITION
Rating revenues are typically recognized when services rendered for credit
ratings are complete, generally when billed. Revenues are dependent, in large
part, on levels of debt issuance. The Company's fee schedule depends on the
type and amount of securities rated and the complexity of securities issued.
Research revenues are billed in advance and amortized over the subscription
period.
-5-
<PAGE>
GOODWILL AND INTANGIBLE ASSETS
In 1987, an acquisition of the former parent resulted in goodwill and
intangible assets allocated to the Company of approximately $5.0 million and
$6.0 million, respectively. In 1989, another acquisition of the former parent
resulted in a "push-down" of goodwill to the Company of approximately $24.0
million.
Goodwill and intangible assets are shown net of accumulated amortization.
Goodwill is amortized over its estimated remaining life of approximately 32
years, and intangible assets are amortized over remaining lives of 4 through 13
years.
The Company periodically evaluates whether significant events have
occurred which may require a revision of the estimated useful life of goodwill
and intangible assets or an impairment of the recoverability of remaining
balances. The Company uses an estimate of future net income over the remaining
useful life of goodwill and intangible assets to measure recoverability.
DEPRECIATION AND AMORTIZATION
Office furniture and equipment are stated at cost less accumulated
depreciation and are depreciated on a straight-line basis over the estimated
remaining lives of the assets, which, on a composite basis, is 5 years.
Leasehold improvements are amortized over the remaining lives of the related
leases, which, on a composite basis, is 12 years.
2 RELATED PARTIES:
SERVICE FEES PAID TO D&P
Support agreements in effect between the Company and D&P include a name use
fee of $2 million per year and actual charges for D&P administrative, accounting
and other services which are included in the Company's financial results for the
periods presented. Effective September 30, 2000, the name use fee reduces to
$10 thousand per year.
SERVICE FEES PAID TO THE COMPANY
The Company and D&P are parties to service and support agreements under
which the Company provides D&P with fixed income research services for an annual
fee of $0.9 million and publication printing support for a fee which represents
actual expenses incurred by the Company on behalf of D&P. Both are included in
the Company's financial results for the periods presented. The fixed income
research agreement expires on September 30, 2000.
3 LONG-TERM DEBT AND SUPPLEMENTAL CASH FLOWS INFORMATION:
Long-term debt obligations were $4.5 and $6.0 million, bearing interest of
6.6 and 6.9 percent, for the periods ended June 30, 1996 and December 31, 1995,
respectively. The Company's long-term debt obligations were the result of a
"push-down" of debt from the Company's former parent, D&P. Cash interest and
fees paid were $.1 million for three months ending June 30, 1996 and $.2 million
for six months ended June 30, 1996.
Dividends paid were $.2 million for three months and $.3 million for six
months ended June 30, 1996. Repurchases of 149,537 shares and share equivalents
amounted to $2.5 million for the three months and 199,616 shares and share
equivalents amounted to $3.2 million for the six months ended June 30, 1996.
Income taxes paid were $2.5 million during the second quarter of 1996 and
$3.7 million in the first half of 1996.
-6-
<PAGE>
4 LITIGATION MATTERS:
During 1993, several legal actions were filed against the Company in
federal court by holders of secured promissory notes ("Notes") of Towers
Financial Corporation ("Towers") and holders of bonds ("Bonds") issued by
subsidiaries of Towers in five structured financing transactions. Towers
collapsed in 1993 amid allegations of massive fraud and is in bankruptcy. The
Company had rated the Bonds but had not rated the Notes. It is alleged that
$245 million of Notes were sold that are worthless and that $200 million of
Bonds were sold that have lost much or all of their value. Directors and
officers of Towers, lawyers, accountants, broker-dealers and the indenture
trustee for the Bonds were also named as defendants in one or more of the
actions. The plaintiffs in the actions contend that the Company and the other
defendants are liable for losses the plaintiffs have suffered and for punitive
damages. The holders of the Bonds also seek recovery from the Company of treble
damages under the Racketeer Influenced and Corrupt Organizations Act. It is
asserted that the Company, in its ratings and its monitoring of the
transactions after ratings were issued, was either fraudulent or negligent in
failing to discover the alleged fraud of Towers and its officers or in taking
other action that allegedly induced purchases of the Bonds and the Notes. The
Company denies these assertions. The Company's ratings were based upon (and
assumed the accuracy of) the information provided to it by Towers and its
officers. The Company has taken the position that it cannot be expected to
detect fraud or discover variances from the structure of a rated security when
the information provided to it demonstrates compliance with that structure. In
1996, the legal actions filed by the holders of the Notes were dismissed by the
federal courts. One holder of Notes claiming to represent holders of
approximately $17 million of Notes filed a class action against the Company in
Illinois state court alleging the state law claims previously asserted in
federal court.
In October 1994, putative class actions were filed in the U.S. District
Court for the Northern District of Georgia and in Georgia and New York State
Courts on behalf of all persons (the "Plaintiffs") who purchased or renewed life
insurance policies, annuities or guaranteed investment contracts (collectively
the "Contracts") from or issued by Confederation Life Insurance Company or its
subsidiaries ("Confederation") during the period from May 27, 1993, through
August 12, 1994. The Company, which had rated the claims paying ability of
Confederation, was named a defendant in the action along with two other rating
agencies, A.M. Best and Standard & Poor's, Confederation's independent auditor,
Ernst & Young, and certain officers and/or directors of Confederation.
Confederation has ceased operations and is in liquidation allegedly because of a
decline in the amount of its assets, a large percentage of which were real
estate investments. The complaint in the action alleges that the Company and
the other rating agencies knew or should have known of Confederation's
deteriorating financial condition and that by issuing and maintaining their
ratings they misrepresented Confederation's financial strength and the value of
the Contracts, thereby inducing the Plaintiffs to purchase or renew Contracts.
It is alleged that the Company and the other defendants' conduct constituted a
violation of Section 10(b) of the Exchange Act, common law fraud and negligent
misrepresentation. The complaint seeks compensatory damages in an unspecified
amount, punitive damages, costs, attorneys' fees and interest.
Management intends to vigorously defend these above actions, and at this
time, cannot make an assessment with regard to the above litigation's effect on
the Company's financial position or results of operations. The Company is
involved in other litigation, which in the opinion of management, would not have
a material adverse effect on the Company's financial position or results of
operations.
5 SUBSEQUENT EVENTS:
On July 23, 1996, the Company declared a quarterly dividend of $.03 per
share payable September 6, 1996, to shareholders of record on August 23, 1996.
In addition to the 199,616 shares and share equivalents repurchased in the
first half of 1996, the Company also repurchased 93,775 shares in July 1996,
resulting in total shares and share equivalents repurchased in 1996 of 293,391.
On July 29, 1996 the Company announced a third repurchase program for 200,000 of
the Company's outstanding common shares.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 COMPARED WITH
THREE MONTHS ENDED JUNE 30, 1995
Revenues for the three months ended June 30, 1996, were $13 million, an
increase of approximately 18 percent, or $2 million over the $11 million
recorded in the corresponding period in 1995. Rating revenues accounted for
$2.2 million of the increase and were offset by a decline in other revenues.
The growth in revenues and earnings was the result of strong performance by
both the corporate and structured finance rating businesses which posted 10
percent and 47 percent revenue increases, respectively. Each major segment of
the Company's corporate rating business achieved higher revenues due to the
addition of new clients and the continuing moderate level of financing activity.
The structured finance revenue increase was primarily contributed by the on-
going strong performance of the commercial mortgage-backed and asset-backed
sectors. The Company's international business, which is incorporated in the
corporate and structured revenue comparisons above, also exhibited strong
double-digit revenue growth.
For the quarter ending June 30, 1996, operating expenses were up 17 percent
primarily reflecting higher compensation expense and higher travel expense; both
reflecting the increase in business.
Net earnings for the second quarter of 1996 increased 25 percent to $2.2
million, while earnings per share increased 23 percent to $0.37 compared with
$0.30 in 1995.
SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1995
Revenues for the six months ended June 30, 1996, were $25.2 million, an
increase of 15 percent or $3.2 million over the $22 million recorded in the
corresponding period in 1995. Rating revenues accounted for $3.6 million of the
increase and were offset by a decline in other revenues of $.4 million.
Rating revenues were favorably impacted by an 11 percent increase in
corporate rating revenues and a 35 percent increase in structured finance rating
revenues for the same reasons as described above.
Operating income for the six months ended June 30, 1996, was $7.6 million,
an increase of 18 percent or $1.2 million over the $6.4 million recorded in the
first half of 1995. This increase is a result of the revenue increase discussed
above, offset by an increase in operating expenses of $2.1 million or
approximately 14 percent. Expense increases were primarily related to higher
compensation and travel expenses.
Net earnings for the first half of 1996 increased to $4.3 million from $3.5
million, while earnings per share were $0.71 over last year's $0.59.
-8-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures totaled $0.9 million for the first half of 1996 and
are anticipated to be approximately $1.5 million for the year ended 1996 and are
primarily for leasehold improvements to accommodate the increase in staff,
computer equipment and office fixtures, and the purchase of communications
equipment.
Dividends paid totaled $0.3 million in the first half of 1996, and share
and share equivalent repurchases of 199,616 during the first half of 1996
amounted to $3.2 million.
The Company's long-term debt obligations were the result of a "push down"
of debt from the Company's former parent. The Company has in place a $10
million, four-year revolving credit agreement. As of June 30, 1996, $4.5
million was outstanding under the facility at a floating rate of approximately
6.6 percent. Commitment fees are accrued on the unused facility at a rate of .5
percent and are paid quarterly. The credit agreement contains certain financial
covenants which the Company is currently in compliance with.
The Company believes that funds provided by operations and amounts
available under its credit agreement will provide adequate liquidity for the
foreseeable future.
-9-
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On May 5, 1996 an annual meeting of stockholders was held.
(b) Each of the five nominees for director were elected by a majority of
shareholders' votes to serve until the next annual meeting of stockholders and
until their successors are duly elected and qualified. The directors were Paul
J. McCarthy, Philip T. Maffei, Milton L. Meigs, Jonathan Ingham and Donald J.
Herdrich.
-10-
<PAGE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This quarterly report contains forward looking statements that are subject to
risks and uncertainties, including but not limited to the following: the
Company's performance is highly dependent on corporate debt issuances and
structured finance transactions, which may decrease for a variety of reasons
including changes in interest rates and adverse economic conditions; the
Company's performance is affected by the demand for and the market acceptance of
the Company's services; and the Company's performance may be impacted by changes
in the performance of the financial markets and general economic conditions.
Accordingly, actual results may differ materially from those set forth in the
forward looking statements. Attention is also directed to other risk factors
set forth in documents filed by the Company with the Securities and Exchange
Commission.
<PAGE>
SIGNATURE
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.
Duff & Phelps Credit Rating Co.
August 1, 1996 /s/ MARIE C. BECKER
----------------------------------------------------
Marie C. Becker, Chief Accounting Officer/Controller
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATION FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 133
<SECURITIES> 0
<RECEIVABLES> 7,501
<ALLOWANCES> 194
<INVENTORY> 0
<CURRENT-ASSETS> 7,897
<PP&E> 7,161
<DEPRECIATION> 2,731
<TOTAL-ASSETS> 39,362
<CURRENT-LIABILITIES> 6,197
<BONDS> 4,500
0
0
<COMMON> 12,072
<OTHER-SE> 15,643
<TOTAL-LIABILITY-AND-EQUITY> 39,362
<SALES> 0
<TOTAL-REVENUES> 25,277
<CGS> 0
<TOTAL-COSTS> 17,549
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 228
<INCOME-PRETAX> 7,450
<INCOME-TAX> 3,175
<INCOME-CONTINUING> 4,275
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,275
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
</TABLE>
