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Press Release: Cendant Corporation
November 24, 2004
NEW YORK, NY -- Cendant Corporation (NYSE: CD) yesterday announced that a registration statement has been filed
with the Securities and Exchange Commission for the sale by Cendant of 100% of its ownership interest in its Wright
Express subsidiary in a planned initial public offering. Cendant anticipates that it will receive more than $1.0
billion in proceeds from the disposition of Wright Express, consisting of offering proceeds and other distributions
from Wright Express related to the offering. Wright Express will not receive any proceeds from the offering unless
the underwriters' over-allotment option is exercised. JPMorgan, Credit Suisse First Boston and Merrill Lynch &
Co. are serving as joint book-running managers of the offering. The initial public offering is expected to take
place in March 2005.
Cendant also anticipates that its previously announced spin-off of the mortgage and fleet operations of PHH Corporation
to Cendant shareholders will occur by February 2005. Cendant shareholders will continue to directly benefit from
the earnings of these businesses through their ownership of PHH shares subsequent to the spin-off. Additionally,
the Company reconfirmed its previously disclosed intent to dispose of its non-core Marketing Services Division,
including its Progeny Marketing Innovations, Trilegiant and Cims businesses, and anticipates the disposition of
the division to take place in the third quarter of 2005.
Upon their respective dispositions, Cendant's fleet management business and Wright Express will become discontinued
operations pursuant to generally accepted accounting principles ("GAAP"). It is anticipated that GAAP
will require the Marketing Services Division to be classified as a discontinued operation once the disposition
plans are finalized and approved by Cendant's Board of Directors. Cendant Mortgage is not expected to be a discontinued
operation due to the anticipated ongoing joint venture between that business and Cendant.
Cendant's President and Chief Financial Officer Ronald L. Nelson stated: "An important transitional year,
2005 will represent the culmination of our efforts to re-position the company as we simplify our business mix and
focus solely on our core real estate and travel verticals. We began this process with the successful IPO of Jackson
Hewitt, redeploying those proceeds into the acquisition of Orbitz, and positioning Cendant as a leader in online
travel. With the disposition of these additional operating units in 2005 as well as the spin-off of the mortgage
and fleet businesses, we will not only accomplish our strategic goals, but will also enable redeployment of capital
to grow our core businesses, repurchase stock and, subject to board approval, periodically increase the regular
quarterly dividend.
"Inevitably, the timing of transactions and redeployment of capital will create some uncertainty in the 2005
earnings per share forecast. Nevertheless, we expect that our core real estate and travel businesses will generate
organic revenue and pre-tax income growth next year. We currently anticipate that 2006 results will begin to reflect
the benefits from our strategic repositioning and capital redeployment. Accordingly, we expect 2006 EPS to increase
15% to 20% over 2005."
Cendant reiterated its previously announced 2004 projected earnings per share from continuing operations ("EPS")
of $1.70 - $1.71, which includes a $0.10 tax benefit recorded in the first quarter. Assuming that Cendant's fleet
management business, Wright Express business, and Marketing Services Division were recast as discontinued operations
pursuant to GAAP, 2004 EPS would be projected to be $1.31 - $1.32. The following table reconciles the two aforementioned
2004 EPS projections.
EPS
2004 Projected EPS $1.70 - $1.71
Adjusted to Remove:
Marketing Services Earnings (0.18)
Wright Express Earnings (0.05)
Fleet Business Earnings and Related Items (0.06)
One-Time Tax Benefit Related to Trilegiant (0.10)
2004 Pro Forma Projected EPS $1.31 - $1.32
The table above and the resulting pro forma EPS range do not reflect the impact of the spin-off of the Mortgage
business as it will not be afforded discontinued operations treatment for 2004 and therefore is still included
in 2004 pro forma EPS. If the Mortgage business were recast as a discontinued operation, pro forma projected EPS
for 2004 would be forecast at $1.27 - $1.28.
Cendant also said that it expects EPS for 2005 to be between $1.35 and $1.45, growing in 2006 to between $1.62
and $1.72. A higher GAAP federal income tax rate adversely impacts the 2005 EPS estimate by approximately $0.02,
although the Company does not expect to be a cash federal taxpayer in 2005. This estimate also reflects lower mortgage
earnings due to the spin-off of the mortgage operations of PHH, as only the Company's share of the income from
its planned joint venture with PHH is included in 2005 results. The projections for 2005 do not take into consideration
earnings from disposed units prior to the date of disposition (estimated to be $0.11), which are expected to be
reported as discontinued operations. Additionally, the 2005 projections do not consider the impact of non-recurring
and unusual gains and charges related to the spin-off and disposition of assets which, in aggregate, may positively
impact EPS. Financial projections and management initiatives for 2005 for Cendant and PHH will be more fully reviewed
at the Company's annual Institutional Investor Day conference to be held on Wednesday, December 1, 2004 in New
York City.
Institutional investors who are interested in attending the conference are invited to contact the Company's Investor
Relations department at 212-413-1845. Cendant's investor conference can be accessed by all investors via a live
audio and video Web cast at http://www.cendant.com from 8:45 a.m. to 3:15 p.m. EDT on December 1 and will also
be archived within the Investor Center of the Company's Web site. Downloadable copies of the slides will also be
available on the Web site. For those interested investors without Web access, a copy of the slides may be obtained
by contacting Cendant Investor Relations after December 1.
A registration statement relating to the shares of Wright Express common stock has been filed with the Securities
and Exchange Commission but has not yet become effective. The shares of Wright Express common stock may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
of the shares of Wright Express common stock in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state. A copy of the prospectus relating
to the shares of Wright Express common stock may be obtained, when available, from J.P. Morgan Securities Inc.,
Prospectus Department, One Chase Manhattan Plaza, New York, NY 10081 (Telephone: (212) 552-5164); Credit Suisse
First Boston LLC, Prospectus Department, One Madison Avenue, Level 1B, New York, New York 10010 by faxing a request
to (212) 325-8057; or Merrill Lynch & Co. at 4 World Financial Center, New York, New York 10080 (Telephone:
(212) 449-1000).
We can give no assurances that the Wright Express initial public offering will be consummated. Prior to consummating
the initial public offering, Cendant and Wright Express will need to complete the negotiation of the financial
and other terms, including the initial public offering price. In addition, consummation of the initial public offering
is subject to market conditions and other factors outside of the control of Cendant and Wright Express.
Statements about future results made in this release, including the projections, the planned spin-off of PHH Corporation
and the pending initial public offering of Wright Express, and the statements attached hereto constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based
on current expectations and the current economic environment. The Company cautions that these statements are not
guarantees of future performance. Actual results may differ materially from those expressed or implied 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 are specified in Cendant's Form 10-Q for the quarter ended September
30, 2004 and Form 8-K dated October 13, 2004 regarding the spin-off of PHH Corporation.
Such forward-looking statements include projections. Such projections were not prepared in accordance with published
guidelines of the American Institute of Certified Public Accountants or the SEC regarding projections and forecasts,
nor have such projections been audited, examined or otherwise reviewed by independent auditors of Cendant or its
affiliates. In addition, such projections are based upon many estimates and are inherently subject to significant
economic, competitive and other uncertainties and contingencies, including but not limited to the impact of war
or terrorism, which are beyond the control of management of Cendant and its affiliates. Accordingly, actual results
may be materially higher or lower than those projected. The inclusion of such projections herein should not be
regarded as a representation by Cendant or its affiliates that the projections will prove to be correct.
About Cendant Corporation
Cendant is primarily a provider of travel and residential real estate services. With approximately 90,000 employees,
New York City-based Cendant provides these services to businesses and consumers in over 100 countries. More information
about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site
at http://www.cendant.com or by calling 877-4-INFOCD (877-446-3623).
About Wright Express
Wright Express is a leading provider of payment processing and information management services to the U.S. commercial
and government vehicle fleet industry. Wright Express currently processes transactions for over 270,000 commercial
and government vehicle fleets with more than 3.8 million vehicles. Wright Express employs approximately 610 people
in South Portland, Maine and Salt Lake City, Utah. For more information about Wright Express, please visit http://www.wrightexpress.com.
Source: Cendant Corporation