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 June 30, 2002
COMMISSION FILE NUMBER: 1-13315
AVIS GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization) |
11-3347585 (I.R.S. Employer Identification No.) |
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6 SYLVAN WAY PARSIPPANY, NJ (Address of principal executive offices) |
07054 (Zip Code) |
(973) 496-3500
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 o No ý
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the Registrant's common stock was 5,537 shares as of July 31, 2002.
Avis Group Holdings, Inc. meets the conditions set forth in General Instructions H (1) (a) and (b) to Form 10-Q and is therefore filing this form with the reduced disclosure format.
Avis Group Holdings, Inc. and Subsidiaries
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Page |
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PART I | Financial Information | |||
Item 1. |
Financial Statements |
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Independent Accountants' Report |
1 |
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Consolidated Condensed Statements of Operations for the three months ended June 30, 2002 and 2001 |
2 |
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Consolidated Condensed Statements of Operations for the six months ended June 30, 2002, the period March 1, 2001 (Date of Acquisition) to June 30, 2001 and the two months ended February 28, 2001 |
3 |
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Consolidated Condensed Balance Sheets as of June 30, 2002 and December 31, 2001 |
4 |
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Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2002, the period March 1, 2001 (Date of Acquisition) to June 30, 2001 and the two months ended February 28, 2001 |
5 |
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Notes to the Consolidated Condensed Financial Statements |
7 |
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Item 2. |
Management's Narrative Analysis of the Results of Operations |
19 |
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Item 3. |
Quantitative and Qualitative Disclosure about Market Risks |
22 |
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PART II |
Other Information |
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Item 6. |
Exhibits and Report on Form 8-K |
23 |
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Signatures |
24 |
Item 1. Financial Statements
INDEPENDENT ACCOUNTANTS' REPORT
To
the Board of Directors and Stockholder of
Avis Group Holdings, Inc.
Parsippany, New Jersey
We have reviewed the accompanying consolidated condensed balance sheet of Avis Group Holdings, Inc. and subsidiaries (successor to Avis Rent A Car System, Inc. and subsidiaries, Avis Fleet Leasing and Management Corp., and subsidiaries and Reserve Claims Management Co., collectively the "Predecessor Companies") (collectively referred to as the "Company") as of June 30, 2002, and the related consolidated condensed statements of operations and cash flows for the three and six month period ended June 30, 2002, the period March 1, 2001 (Date of Acquisition) to June 30, 2001, and as to the Predecessor Companies for the period January 1, 2001 to February 28, 2001. These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to such consolidated condensed financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2001, and the related consolidated statements of operations, common stockholders' equity, and cash flows for the period March 1, 2001 (Date of Acquisition) to December 31, 2001 and as to the Predecessor Companies, the consolidated related statements of operations, common stockholders' equity and cash flows for the period January 1, 2001 to February 28, 2001 (not presented herein); and in our report dated January 23, 2002, we expressed an unqualified opinion (and included an explanatory paragraph relating to a change in accounting for derivative instruments and hedging activities) on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 2001 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/
DELOITTE & TOUCHE LLP
August 12, 2002
New York, New York
1
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands)
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Three Months Ended June 30, 2002 |
Three Months Ended June 30, 2001 |
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Revenues | $ | 650,631 | $ | 628,893 | |||
Expenses | |||||||
Operating, net | 256,366 | 232,168 | |||||
Vehicle depreciation and lease charges, net | 161,401 | 170,982 | |||||
Selling, general and administrative | 121,929 | 116,540 | |||||
Vehicle interest, net | 51,339 | 55,899 | |||||
Non-vehicle interest, net | 10,823 | 14,577 | |||||
Non-vehicle depreciation and amortization | 9,445 | 15,075 | |||||
Total expenses | 611,303 | 605,241 | |||||
Income before income taxes | 39,328 | 23,652 | |||||
Provision for income taxes | 16,518 | 13,753 | |||||
Net income | $ | 22,810 | $ | 9,899 | |||
See Notes to Consolidated Condensed Financial Statements.
2
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands)
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Predecessor Companies |
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March 1, 2001 (Date of Acquisition) to June 30, 2001 |
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Six Months Ended June 30, 2002 |
Two Months Ended February 28, 2001 |
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Revenues | $ | 1,215,234 | $ | 846,889 | $ | 385,821 | |||||
Expenses | |||||||||||
Operating, net | 480,401 | 310,979 | 174,087 | ||||||||
Vehicle depreciation and lease charges, net | 321,251 | 225,172 | 110,117 | ||||||||
Selling, general and administrative | 236,860 | 154,115 | 83,229 | ||||||||
Vehicle interest, net | 101,986 | 76,446 | 43,625 | ||||||||
Non-vehicle interest, net | 21,618 | 19,663 | 9,167 | ||||||||
Non-vehicle depreciation and amortization | 17,943 | 20,268 | 7,833 | ||||||||
Total expenses | 1,180,059 | 806,643 | 428,058 | ||||||||
Income (loss) before income taxes | 35,175 | 40,246 | (42,237 | ) | |||||||
Provision (benefit) for income taxes | 14,774 | 21,652 | (15,783 | ) | |||||||
Income (loss) from continuing operations | 20,401 | 18,594 | (26,454 | ) | |||||||
Income from discontinued operations, net of tax | | | 4,947 | ||||||||
Income (loss) before cumulative effect of accounting change | 20,401 | 18,594 | (21,507 | ) | |||||||
Cumulative effect of accounting change, net of tax | | | (7,612 | ) | |||||||
Net income (loss) | $ | 20,401 | $ | 18,594 | $ | (29,119 | ) | ||||
See Notes to Consolidated Condensed Financial Statements.
3
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except share data)
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June 30, 2002 |
December 31, 2001 |
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ASSETS | ||||||||
Cash and cash equivalents | $ | 40,669 | $ | 13,311 | ||||
Receivables, net | 165,755 | 168,372 | ||||||
Prepaid expenses | 40,966 | 42,543 | ||||||
Deferred income taxes | 556,148 | 548,087 | ||||||
Property and equipment, net | 256,217 | 245,276 | ||||||
Goodwill, net | 1,254,909 | 1,271,192 | ||||||
Other assets | 145,054 | 146,608 | ||||||
Total assets exclusive of assets under management programs | 2,459,718 | 2,435,389 | ||||||
Assets under management programs: | ||||||||
Restricted cash | 9,306 | 581,187 | ||||||
Vehicles, net | 4,226,575 | 3,428,893 | ||||||
Due from vehicle manufacturers | 64,492 | 92,614 | ||||||
4,300,373 | 4,102,694 | |||||||
Total assets | $ | 6,760,091 | $ | 6,538,083 | ||||
LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||
Liabilities: | ||||||||
Accounts payable | $ | 245,132 | $ | 363,891 | ||||
Accrued liabilities | 447,341 | 434,665 | ||||||
Due to Cendant Corporation and affiliates, net | 514,007 | 514,433 | ||||||
Non-vehicle debt | 575,856 | 588,259 | ||||||
Public liability, property damage and other insurance liabilities | 215,877 | 228,503 | ||||||
Total liabilities exclusive of liabilities under management programs | 1,998,213 | 2,129,751 | ||||||
Liabilities under management programs: | ||||||||
Vehicle debt | 4,115,860 | 3,771,341 | ||||||
Deferred income taxes | 307,296 | 315,905 | ||||||
4,423,156 | 4,087,246 | |||||||
Commitments and contingencies (Note 6) | ||||||||
Stockholder's equity: | ||||||||
Common stock, $.01 par valueauthorized 10,000 shares; issued 5,537 shares | | | ||||||
Additional paid-in-capital | 168,832 | 168,832 | ||||||
Retained earnings | 209,707 | 189,306 | ||||||
Accumulated other comprehensive loss | (39,817 | ) | (37,052 | ) | ||||
Total stockholder's equity | 338,722 | 321,086 | ||||||
Total liabilities and stockholder's equity | $ | 6,760,091 | $ | 6,538,083 | ||||
See Notes to Consolidated Condensed Financial Statements.
4
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
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Predecessor Companies |
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March 1, 2001 (Date of Acquisition) to June 30, 2001 |
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Six Months Ended June 30, 2002 |
Two Months Ended February 28, 2001 |
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Operating Activities | ||||||||||||
Net income (loss) | $ | 20,401 | $ | 18,594 | $ | (29,119 | ) | |||||
Adjustments to arrive at income (loss) from continuing operations | | | 2,665 | |||||||||
Income (loss) from continuing operations | 20,401 | 18,594 | (26,454 | ) | ||||||||
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used in) operating activities: | ||||||||||||
Non-vehicle depreciation and amortization | 17,943 | 20,268 | 7,833 | |||||||||
Net change in operating assets and liabilities, excluding the impact of acquisitions and dispositions: | ||||||||||||
Receivables | (12,664 | ) | (12,108 | ) | 10,108 | |||||||
Accounts payable | (9,766 | ) | (12,531 | ) | (30,518 | ) | ||||||
Accrued liabilities | 848 | (3,789 | ) | 1,486 | ||||||||
Other, net | (10,935 | ) | (4,082 | ) | (30,923 | ) | ||||||
Net cash provided by (used in) operating activities exclusive of management programs | 5,827 | 6,352 | (68,468 | ) | ||||||||
Management programs: | ||||||||||||
Vehicle depreciation | 312,221 | 211,602 | 104,336 | |||||||||
Net cash provided by operating activities | 318,048 | 217,954 | 35,868 | |||||||||
Investing Activities | ||||||||||||
Property and equipment additions | (24,807 | ) | (25,658 | ) | (5,821 | ) | ||||||
Retirements of property and equipment | 778 | 8,375 | 433 | |||||||||
Payment for purchase of rental car franchise licensees | (3,087 | ) | (19,047 | ) | | |||||||
Net cash used in investing activities exclusive of management programs | (27,116 | ) | (36,330 | ) | (5,388 | ) | ||||||
Management programs: | ||||||||||||
Decrease in restricted cash | 571,881 | 5,208 | 10,978 | |||||||||
Decrease in due from vehicle manufacturers | 29,348 | 131,813 | 16,368 | |||||||||
Investment in vehicles | (2,684,823 | ) | (1,900,052 | ) | (940,559 | ) | ||||||
Payments received on investment in vehicles | 1,472,033 | 1,412,819 | 812,647 | |||||||||
(611,561 | ) | (350,212 | ) | (100,566 | ) | |||||||
Net cash used in investing activities | (638,677 | ) | (386,542 | ) | (105,954 | ) | ||||||
5
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(In thousands)
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Predecessor Companies |
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March 1, 2001 (Date of Acquisition) to June 30, 2001 |
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Six Months Ended June 30, 2002 |
Two Months Ended February 28, 2001 |
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Financing Activities | |||||||||||
Proceeds from borrowings | | 140,000 | | ||||||||
Principal payments on borrowings | (253 | ) | (457,806 | ) | (77 | ) | |||||
Increase (decrease) in due to Cendant Corporation and affiliates, net | (2,667 | ) | 316,882 | (45,818 | ) | ||||||
Payments for debt issuance costs | (131 | ) | (4,231 | ) | (12 | ) | |||||
Issuances of common stock | | | 140 | ||||||||
Net cash used in financing activities exclusive of management programs | (3,051 | ) | (5,155 | ) | (45,767 | ) | |||||
Management programs: | |||||||||||
Proceeds from borrowings | 650,431 | 916,633 | 132,294 | ||||||||
Principal payments on borrowings | (299,818 | ) | (786,470 | ) | (31,087 | ) | |||||
350,613 | 130,163 | 101,207 | |||||||||
Net cash provided by financing activities | 347,562 | 125,008 | 55,440 | ||||||||
Effect of changes in net assets of discontinued operations | | | 394 | ||||||||
Effect of changes in exchange rates on cash and cash equivalents | 425 | (117 | ) | (11 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | 27,358 | (43,697 | ) | (14,263 | ) | ||||||
Cash and cash equivalents, beginning of period | 13,311 | 66,105 | 80,368 | ||||||||
Cash and cash equivalents, end of period | $ | 40,669 | $ | 22,408 | $ | 66,105 | |||||
Supplemental disclosure of Cash Flow Information: | |||||||||||
Interest payments | $ | 130,775 | $ | 108,764 | $ | 44,315 | |||||
Income tax payments, net | $ | 485 | $ | 8,889 | $ | 1,962 |
See Notes to Consolidated Condensed Financial Statements.
6
Avis Group Holdings, Inc. and Subsidiaries
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in thousands)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited Consolidated Condensed Financial Statements include the accounts and transactions of Avis Group Holdings, Inc. and its subsidiaries (collectively, "the Company").
Avis Group Holdings, Inc. is a holding company that operates through a wholly-owned subsidiary, Avis Rent A Car System, Inc., the second largest general use car rental brand in the world. On March 1, 2001, all the Company's common stock not then-owned by Cendant Corporation ("Cendant") was acquired by a wholly-owned subsidiary of Cendant for approximately $994 million with the Company emerging as the surviving legal entity. Accordingly, the Consolidated Condensed Financial Statements as of and for the three and six months ended June 30, 2002, for the period March 1, 2001 (Date of Acquisition) to June 30, 2001 and as of December 31, 2001 include the financial statements of Avis Group Holdings, Inc. and its subsidiaries. The Consolidated Condensed Financial Statements for the two months ended February 28, 2001 include the financial statements of the Company and its former fleet management and fuel card businesses, which are presented as a discontinued operation (the "Predecessor Companies").
In management's opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. The Consolidated Condensed Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K dated March 29, 2002.
Certain reclassifications have been made to prior period amounts to conform to the current period presentation.
Pursuant to certain covenant requirements in an indenture under which the Company issued debt, the Company continues to operate and maintain its status as a separate public reporting entity.
Assets used by the Company to generate revenue are classified as assets under management programs. Funding for such assets is primarily provided by secured financing arrangements, which are classified as liabilities under management programs. Revenues generated from these assets are used, in part, to repay the interest and principal associated with the debt. Cash inflows and outflows relating to the generation and acquisition of assets and the principal debt repayment or financing of such assets are classified as activities of the Company's management programs.
Changes in Accounting Policies
On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" in its entirety. Prior to the adoption of SFAS No. 142, all intangible assets were amortized on a straight-line basis over their estimated periods to be benefited. Subsequent to the adoption, the Company did not amortize any goodwill or indefinite-lived intangible assets during 2002.
In connection with the implementation of SFAS No. 142, the Company is required to assess goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company reviewed the carrying value of all its goodwill and other intangible assets by comparing such amounts to their fair value and determined that the carrying amounts of such assets did not exceed their respective fair values. Accordingly, the initial implementation of this standard did not result in a charge and, as such, did not impact the Company's results of operations during 2002.
7
2. Related Party Transactions
Expenses of the Company include the following items charged by Cendant and affiliates, which include allocations from Cendant for services provided to the Company:
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Three Months Ended June 30, 2002 |
Three Months Ended June 30, 2001 |
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Royalties | $ | 27,977 | $ | 26,610 | ||
Reservations | 16,639 | 14,031 | ||||
Data processing | 9,475 | 15,657 | ||||
Rent, corporate overhead allocations and other | 15,300 | 10,957 | ||||
Interest, net | 2,959 | 7,011 | ||||
Total | $ | 72,350 | $ | 74,266 | ||
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Predecessor Companies |
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March 1, 2001 (Date of Acquisition) to June 30, 2001 |
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Six Months Ended June 30, 2002 |
Two Months Ended February 28, 2001 |
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Royalties | $ | 52,253 | $ | 35,810 | $ | 16,205 | |||
Reservations | 29,321 | 19,186 | 8,496 | ||||||
Data processing | 17,740 | 20,141 | 11,395 | ||||||
Rent, corporate overhead allocations and other | 29,079 | 11,629 | 1,456 | ||||||
Interest, net | 6,358 | 7,011 | | ||||||
Total | $ | 134,751 | $ | 93,777 | $ | 37,552 | |||
On the Consolidated Condensed Statements of Operations, the royalty and reservation charges are included within selling, general and administration expenses, the rent and other and data processing expenses are included within operating, net and interest expense is included within non-vehicle interest, net. These charges, including corporate overhead allocations, are determined in accordance with various intercompany agreements, which are based upon factors, such as square footage, employee salaries and computer usage time.
3. Restricted Cash
Restricted cash includes cash and investments that are not readily available for normal Company disbursements that have been set aside as required under the Company's debt covenants. The restricted cash balance at December 31, 2001 was held as collateral for outstanding vehicle debt that was not callable and, therefore, could not be immediately repaid. During 2002, the restricted cash was depleted through the normal purchase of vehicles.
4. Intangible Assets
Intangible assets consisted of:
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June 30, 2002 |
December 31, 2001 |
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Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
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Amortized Intangible Assets | |||||||||||||
Customer lists | $ | 18,952 | $ | 1,280 | $ | 18,952 | $ | 800 | |||||
Unamortized Intangible Assets | |||||||||||||
Goodwill | $ | 1,254,909 | $ | 1,297,774 | $ | 26,582 | |||||||
8
Customer lists are included in other assets on the Company's Consolidated Condensed Balance Sheet. Amortization expense relating to customer lists during the three and six months ended June 30, 2002 was approximately $240 thousand and $480 thousand, respectively. Amortization expense relating to all intangible assets during the two months ended February 28, 2001 and the period March 1, 2001 (Date of Acquisition) to June 30, 2001, was approximately $2.1 million and $10.5 million, respectively, including the amortization of goodwill of $2.1 million and $10.2 million, respectively. The Company expects amortization expense on intangible assets for the remainder of 2002 to approximate $480 thousand and $1 million for each of the succeeding five years.
The changes in the carrying amount of goodwill for 2002 are as follows:
Balance as of January 1, 2002 | $ | 1,271,192 | ||
Goodwill acquired during 2002 | 1,836 | |||
Other | (18,119 | ) | ||
Balance as of June 30, 2002 | $ | 1,254,909 | ||
Had the Company applied the non-amortization provisions of SFAS No. 142 for the three months ended June 30, 2001 and for the period March 1, 2001 (Date of Acquisition) to June 30, 2001 and the two months ended February 28, 2001, net income (loss) would have been as follows:
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Predecessor Companies |
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March 1, 2001 (Date of Acquisition) to June 30, 2001 |
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Three Months Ended June 30, 2001 |
Two Months Ended February 28, 2001 |
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Reported net income (loss) | $ | 9,899 | $ | 18,594 | $ | (29,119 | ) | |||
Add back: Goodwill amortization, net of tax | 3,108 | 4,708 | 1,307 | |||||||
Pro forma net income (loss) | $ | 13,007 | $ | 23,302 | $ | (27,812 | ) | |||
5. Vehicle Debt
Vehicle debt consisted of:
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June 30, 2002 |
December 31, 2001 |
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Commercial paper notes | $ | 299,030 | $ | 119,998 | ||
Series 2001-2 auction rate rental car asset-backed notes | 385,000 | 40,000 | ||||
Series 1997-1B 6.40% asset-backed medium-term notes | 566,667 | 850,000 | ||||
Series 1998-1 6.14% asset-backed medium-term notes | 600,000 | 600,000 | ||||
Series 2000-1 floating rate rental car asset-backed notes | 250,000 | 250,000 | ||||
Series 2000-2 floating rate rental car asset-backed notes | 300,000 | 300,000 | ||||
Series 2000-3 floating rate rental car asset-backed notes | 200,000 | 200,000 | ||||
Series 2000-4 floating rate rental car asset-backed notes | 500,000 | 500,000 | ||||
Series 2001-1 floating rate rental car asset-backed notes | 750,000 | 750,000 | ||||
Other | 265,163 | 161,343 | ||||
$ | 4,115,860 | $ | 3,771,341 | |||
As of June 30, 2002, the Company's asset-backed funding arrangements under the AESOP Funding program provided for the issuance of up to $4.14 billion of debt. Amounts outstanding under the AESOP Funding program approximated $3.85 billion. As of June 30, 2002, the Company had an additional $291 million of availability under the AESOP Funding program. In addition, the Company had other outstanding vehicle debt of approximately $265 million and availability of approximately $112 million under other funding arrangements as of June 30, 2002.
6. Commitments and Contingencies
The Company is involved in pending litigation in the usual course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.
9
7. Comprehensive Income (Loss)
The components of comprehensive income (loss) are summarized as follows:
|
Three Months Ended June 30, 2002 |
Three Months Ended June 30, 2001 |
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Net income | $ | 22,810 | $ | 9,899 | ||||
Other comprehensive income (loss): | ||||||||
Currency translation adjustment | 3,660 | 2,239 | ||||||
Unrealized losses on cash flow hedges, net of tax | (17,466 | ) | (1,395 | ) | ||||
Total comprehensive income | $ | 9,004 | $ | 10,743 | ||||
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Predecessor Companies |
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March 1, 2001 (Date of Acquisition) to June 30, 2001 |
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|
Six Months Ended June 30, 2002 |
Two Months Ended February 28, 2001 |
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Net income (loss) | $ | 20,401 | $ | 18,594 | $ | (29,119 | ) | ||||
Other comprehensive income (loss): | |||||||||||
Currency translation adjustment | 4,451 | (1,175 | ) | (1,758 | ) | ||||||
Unrealized gains (losses) on cash flow hedges, net of tax | (5,880 | ) | (2,766 | ) | 561 | ||||||
Minimum pension liability adjustment | (1,336 | ) | | | |||||||
Cumulative effect from change in accounting policy for derivative instruments, net of tax | | | 1,464 | ||||||||
Total comprehensive income (loss) | $ | 17,636 | $ | 14,653 | $ | (28,852 | ) | ||||
The after-tax components of accumulated other comprehensive income (loss) for the six months ended June 30, 2002 are as follows:
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Currency Translation Adjustments |
Unrealized Losses on Cash Flows Hedges |
Minimum Pension Liability Adjustment |
Accumulated Other Comprehensive Loss |
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Balance, January 1, 2002 | $ | (2,469 | ) | $ | (34,583 | ) | $ | | $ | (37,052 | ) | ||
Current period change | 4,451 | (5,880 | ) | (1,336 | ) | (2,765 | ) | ||||||
Balance June 30, 2002 | $ | 1,982 | $ | (40,463 | ) | $ | (1,336 | ) | $ | (39,817 | ) | ||
8. Subsequent Event
On July 25, 2002, the Company issued $750 million of rental car asset backed notes under its AESOP Funding Program. Approximately $500 million of such notes bear interest at a fixed rate of 3.85% and approximately $250 million of such notes bear interest at a floating rate of LIBOR plus 29 basis points.
9. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements
The following consolidating condensed financial information presents the Consolidating Condensed Balance Sheets as of June 30, 2002 and December 31, 2001, the Consolidated Condensed Statements of Operations for the three months ended June 30, 2002 and June 30, 2001 and the Consolidating Condensed Statements of Operations and Statements of Cash Flows for the six months ended June 30, 2002, the period March 1, 2001 (Date of Acquisition) to June 30, 2001, and as to the Predecessor Companies for the two months ended February 28, 2001 of (a) Avis Group Holdings, Inc. ("the Parent"); (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination entries necessary to consolidate the Parent with the guarantor and non-guarantor subsidiaries; and (e) the Company on a consolidated basis.
Investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. Separate financial statements and other disclosures with respect to the subsidiary guarantors have not been provided as management believes the following information is sufficient.
10
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Three Months ended June 30, 2002
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | | $ | 591,572 | $ | 59,059 | $ | | $ | 650,631 | ||||||
Expenses | ||||||||||||||||
Operating, net | | 227,135 | 29,231 | | 256,366 | |||||||||||
Vehicle depreciation and lease charges, net | | 146,991 | 14,410 | | 161,401 | |||||||||||
Selling, general and administrative | | 113,735 | 8,194 | | 121,929 | |||||||||||
Vehicle interest, net | 459 | 50,544 | 336 | | 51,339 | |||||||||||
Non-vehicle interest, net | 7,658 | 3,165 | | | 10,823 | |||||||||||
Non-vehicle depreciation and amortization | 240 | 8,439 | 766 | | 9,445 | |||||||||||
Total expenses | 8,357 | 550,009 | 52,937 | | 611,303 | |||||||||||
Income (loss) before equity in earnings of subsidiaries | (8,357 | ) | 41,563 | 6,122 | | 39,328 | ||||||||||
Equity in earnings of subsidiaries | 26,166 | 3,550 | | (29,716 | ) | | ||||||||||
Income before income taxes | 17,809 | 45,113 | 6,122 | (29,716 | ) | 39,328 | ||||||||||
Provision (benefit) for income taxes | (5,001 | ) | 18,947 | 2,572 | | 16,518 | ||||||||||
Net income | $ | 22,810 | $ | 26,166 | $ | 3,550 | $ | (29,716 | ) | $ | 22,810 | |||||
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2001
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | | $ | 570,551 | $ | 58,342 | $ | | $ | 628,893 | ||||||
Expenses | ||||||||||||||||
Operating, net | | 206,665 | 25,503 | | 232,168 | |||||||||||
Vehicle depreciation and lease charges, net | | 158,512 | 12,470 | | 170,982 | |||||||||||
Selling, general and administrative | | 108,548 | 7,992 | | 116,540 | |||||||||||
Vehicle interest, net | 3,459 | 52,015 | 425 | | 55,899 | |||||||||||
Non-vehicle interest, net | 8,350 | 6,227 | | | 14,577 | |||||||||||
Non-vehicle depreciation and amortization | 4,746 | 9,505 | 824 | | 15,075 | |||||||||||
Total expenses | 16,555 | 541,472 | 47,214 | | 605,241 | |||||||||||
Income (loss) before equity in earnings of subsidiaries | (16,555 | ) | 29,079 | 11,128 | | 23,652 | ||||||||||
Equity in earnings of subsidiaries | 14,176 | 4,674 | | (18,850 | ) | | ||||||||||
Income (loss) before income taxes | (2,379 | ) | 33,753 | 11,128 | (18,850 | ) | 23,652 | |||||||||
Provision (benefit) for income taxes | (12,278 | ) | 19,577 | 6,454 | | 13,753 | ||||||||||
Net income | $ | 9,899 | $ | 14,176 | $ | 4,674 | $ | (18,850 | ) | $ | 9,899 | |||||
11
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Six Months ended June 30, 2002
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | | $ | 1,098,987 | $ | 116,247 | $ | | $ | 1,215,234 | ||||||
Expenses | ||||||||||||||||
Operating, net | | 422,895 | 57,506 | | 480,401 | |||||||||||
Vehicle depreciation and lease charges, net | | 289,810 | 31,441 | | 321,251 | |||||||||||
Selling, general and administrative | | 221,329 | 15,531 | | 236,860 | |||||||||||
Vehicle interest, net | 918 | 100,524 | 544 | | 101,986 | |||||||||||
Non-vehicle interest, net | 15,315 | 6,303 | | | 21,618 | |||||||||||
Non-vehicle depreciation and amortization | 479 | 15,919 | 1,545 | | 17,943 | |||||||||||
Total expenses | 16,712 | 1,056,780 | 106,567 | | 1,180,059 | |||||||||||
Income (loss) before equity in earnings of subsidiaries | (16,712 | ) | 42,207 | 9,680 | | 35,175 | ||||||||||
Equity in earnings of subsidiaries | 27,737 | 5,614 | | (33,351 | ) | | ||||||||||
Income before income taxes | 11,025 | 47,821 | 9,680 | (33,351 | ) | 35,175 | ||||||||||
Provision (benefit) for income taxes | (9,376 | ) | 20,084 | 4,066 | | 14,774 | ||||||||||
Net income | $ | 20,401 | $ | 27,737 | $ | 5,614 | $ | (33,351 | ) | $ | 20,401 | |||||
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Period March 1, 2001 (Date of Acquisition) to June 30, 2001
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | | $ | 767,986 | $ | 78,903 | $ | | $ | 846,889 | ||||||
Expenses | ||||||||||||||||
Operating, net | | 276,363 | 34,616 | | 310,979 | |||||||||||
Vehicle depreciation and lease charges, net | | 206,553 | 18,619 | | 225,172 | |||||||||||
Selling, general and administrative | | 143,494 | 10,621 | | 154,115 | |||||||||||
Vehicle interest, net | 4,612 | 70,973 | 861 | | 76,446 | |||||||||||
Non-vehicle interest, net | 11,634 | 8,029 | | | 19,663 | |||||||||||
Non-vehicle depreciation and amortization | 6,574 | 12,599 | 1,095 | | 20,268 | |||||||||||
Total expenses | 22,820 | 718,011 | 65,812 | | 806,643 | |||||||||||
Income (loss) before equity in earnings of subsidiaries | (22,820 | ) | 49,975 | 13,091 | | 40,246 | ||||||||||
Equity in earnings of subsidiaries | 25,759 | 6,022 | | (31,781 | ) | | ||||||||||
Income before income taxes | 2,939 | 55,997 | 13,091 | (31,781 | ) | 40,246 | ||||||||||
Provision (benefit) for income taxes | (15,655 | ) | 30,238 | 7,069 | | 21,652 | ||||||||||
Net income | $ | 18,594 | $ | 25,759 | $ | 6,022 | $ | (31,781 | ) | $ | 18,594 | |||||
12
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
(Predecessor Companies)
For the Two Months Ended February 28, 2001
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | | $ | 344,496 | $ | 41,325 | $ | | $ | 385,821 | |||||||
Expenses | |||||||||||||||||
Operating, net | | 154,747 | 19,340 | | 174,087 | ||||||||||||
Vehicle depreciation and lease charges, net | | 100,718 | 9,399 | | 110,117 | ||||||||||||
Selling, general and administrative | | 77,866 | 5,363 | | 83,229 | ||||||||||||
Vehicle interest, net | 2,306 | 40,375 | 944 | | 43,625 | ||||||||||||
Non-vehicle interest, net | 9,167 | | | | 9,167 | ||||||||||||
Non-vehicle depreciation and amortization | | 7,282 | 551 | | 7,833 | ||||||||||||
Total expenses | 11,473 | 380,988 | 35,597 | | 428,058 | ||||||||||||
Income (loss) before equity in earnings (losses) of subsidiaries | (11,473 | ) | (36,492 | ) | 5,728 | | (42,237 | ) | |||||||||
Equity in earnings (losses) of subsidiaries | (25,645 | ) | 9,950 | | 15,695 | | |||||||||||
Income (loss) before income taxes | (37,118 | ) | (26,542 | ) | 5,728 | 15,695 | (42,237 | ) | |||||||||
Provision (benefit) for income taxes | (7,999 | ) | (9,926 | ) | 2,142 | | (15,783 | ) | |||||||||
Income (loss) from continuing operations | (29,119 | ) | (16,616 | ) | 3,586 | 15,695 | (26,454 | ) | |||||||||
Income (loss) from discontinued operations, net of tax | | (6,358 | ) | 11,305 | | 4,947 | |||||||||||
Income (loss) before cumulative effect of accounting change | (29,119 | ) | (22,974 | ) | 14,891 | 15,695 | (21,507 | ) | |||||||||
Cumulative effect of accounting change, net of tax | | (2,671 | ) | (4,941 | ) | | (7,612 | ) | |||||||||
Net income (loss) | $ | (29,119 | ) | $ | (25,645 | ) | $ | 9,950 | $ | 15,695 | $ | (29,119 | ) | ||||
13
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED BALANCE SHEET
June 30, 2002
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 98 | $ | 7,887 | $ | 32,684 | $ | | $ | 40,669 | ||||||
Receivables, net | | 135,094 | 30,661 | | 165,755 | |||||||||||
Prepaid expenses | | 33,109 | 7,857 | | 40,966 | |||||||||||
Due from affiliate | (328,977 | ) | 178,602 | 150,375 | | | ||||||||||
Deferred income taxes | 218,280 | 336,241 | 1,627 | | 556,148 | |||||||||||
Property and equipment, net | | 241,383 | 14,834 | | 256,217 | |||||||||||
Investment in consolidated subsidiaries | 707,986 | 644,419 | | (1,352,405 | ) | | ||||||||||
Goodwill | 806,809 | 444,667 | 3,433 | | 1,254,909 | |||||||||||
Other assets | 15,541 | 34,113 | 95,400 | | 145,054 | |||||||||||
Total assets exclusive of assets under management programs | 1,419,737 | 2,055,515 | 336,871 | (1,352,405 | ) | 2,459,718 | ||||||||||
Assets under management programs: | ||||||||||||||||
Restricted cash | | 174 | 9,132 | | 9,306 | |||||||||||
Vehicles, net | | (97,824 | ) | 4,324,399 | | 4,226,575 | ||||||||||
Due from vehicle manufacturers | | 5,399 | 59,093 | | 64,492 | |||||||||||
| (92,251 | ) | 4,392,624 | | 4,300,373 | |||||||||||
Total assets | $ | 1,419,737 | $ | 1,963,264 | $ | 4,729,495 | $ | (1,352,405 | ) | $ | 6,760,091 | |||||
LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||||||||||
Liabilities: | ||||||||||||||||
Accounts payable | $ | (16,459 | ) | $ | 166,744 | $ | 94,847 | $ | | $ | 245,132 | |||||
Accrued liabilities | 107,466 | 306,005 | 33,870 | | 447,341 | |||||||||||
Due to Cendant Corporation and affiliates, net | 418,617 | 275,723 | (180,333 | ) | | 514,007 | ||||||||||
Non-vehicle debt | 571,391 | 4,465 | | | 575,856 | |||||||||||
Public liability, property damage and other insurance liabilities | | 144,141 | 71,736 | | 215,877 | |||||||||||
Total liabilities exclusive of liabilities under management programs | 1,081,015 | 897,078 | 20,120 | | 1,998,213 | |||||||||||
Liabilities under management programs: | ||||||||||||||||
Vehicle debt | | 80,490 | 4,035,370 | | 4,115,860 | |||||||||||
Deferred income taxes | | 277,710 | 29,586 | | 307,296 | |||||||||||
| 358,200 | 4,064,956 | | 4,423,156 | ||||||||||||
Stockholder's equity | 338,722 | 707,986 | 644,419 | (1,352,405 | ) | 338,722 | ||||||||||
Total liabilities and stockholder's equity | $ | 1,419,737 | $ | 1,963,264 | $ | 4,729,495 | $ | (1,352,405 | ) | $ | 6,760,091 | |||||
14
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED BALANCE SHEET
December 31, 2001
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 18 | $ | 5,210 | $ | 8,083 | $ | | $ | 13,311 | ||||||
Receivables, net | | 142,386 | 25,986 | | 168,372 | |||||||||||
Prepaid expenses | | 34,569 | 7,974 | | 42,543 | |||||||||||
Deferred income tax | 221,741 | 326,332 | 14 | | 548,087 | |||||||||||
Property and equipment, net | | 230,429 | 14,847 | | 245,276 | |||||||||||
Investment in consolidated subsidiaries | 677,401 | 628,280 | | (1,305,681 | ) | | ||||||||||
Goodwill | 825,234 | 443,000 | 2,958 | | 1,271,192 | |||||||||||
Other assets | 16,020 | 34,791 | 95,797 | | 146,608 | |||||||||||
Total assets exclusive of assets under management programs | 1,740,414 | 1,844,997 | 155,659 | (1,305,681 | ) | 2,435,389 | ||||||||||
Assets under management programs: | ||||||||||||||||
Restricted cash | | 9,457 | 571,730 | | 581,187 | |||||||||||
Vehicles, net | | (128,932 | ) | 3,557,825 | | 3,428,893 | ||||||||||
Due from vehicle manufacturers | | 7,855 | 84,759 | | 92,614 | |||||||||||
| (111,620 | ) | 4,214,314 | | 4,102,694 | |||||||||||
Total assets | $ | 1,740,414 | $ | 1,733,377 | $ | 4,369,973 | $ | (1,305,681 | ) | $ | 6,538,083 | |||||
LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||||||||||
Liabilities: | ||||||||||||||||
Accounts payable | $ | | $ | 151,379 | $ | 212,512 | $ | | $ | 363,891 | ||||||
Accrued liabilities | 109,143 | 300,337 | 25,185 | | 434,665 | |||||||||||
Due to Cendant Corporation and affiliates, net | 726,645 | 63,214 | (275,426 | ) | | 514,433 | ||||||||||
Non-vehicle debt | 583,540 | 4,719 | | | 588,259 | |||||||||||
Public liability, property damage and other insurance liabilities | | 166,432 | 62,071 | | 228,503 | |||||||||||
Total liabilities exclusive of liabilities under management programs | 1,419,328 | 686,081 | 24,342 | | 2,129,751 | |||||||||||
Liabilities under management programs: | ||||||||||||||||
Vehicle debt | | 86,004 | 3,685,337 | | 3,771,341 | |||||||||||
Deferred income taxes | | 283,891 | 32,014 | | 315,905 | |||||||||||
| 369,895 | 3,717,351 | | 4,087,246 | ||||||||||||
Stockholder's equity | 321,086 | 677,401 | 628,280 | (1,305,681 | ) | 321,086 | ||||||||||
Total liabilities and stockholder's equity | $ | 1,740,414 | $ | 1,733,377 | $ | 4,369,973 | $ | (1,305,681 | ) | $ | 6,538,083 | |||||
15
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2002
|
Parent |
Guarantor |
Non- Guarantor |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating Activities | |||||||||||||||||
Net income | $ | 20,401 | $ | 27,737 | $ | 5,614 | $ | (33,351 | ) | $ | 20,401 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities exclusive of management programs | (27,692 | ) | (6,266 | ) | 19,384 | | (14,574 | ) | |||||||||
Net cash provided by (used in) operating activities exclusive of management programs | (7,291 | ) | 21,471 | 24,998 | (33,351 | ) | 5,827 | ||||||||||
Management programs: | |||||||||||||||||
Vehicle depreciation | | 291,352 | 20,869 | | 312,221 | ||||||||||||
Net cash provided by (used in) operating activities | (7,291 | ) | 312,823 | 45,867 | (33,351 | ) | 318,048 | ||||||||||
Investing Activities | |||||||||||||||||
Property and equipment additions | | (23,278 | ) | (1,529 | ) | | (24,807 | ) | |||||||||
Retirements of property and equipment | | 89 | 689 | | 778 | ||||||||||||
Payment for purchase of rental car franchise licensees | | (2,835 | ) | (252 | ) | | (3,087 | ) | |||||||||
Investment in subsidiaries | (27,737 | ) | (5,614 | ) | | 33,351 | | ||||||||||
Net cash used in investing activities exclusive of management programs | (27,737 | ) | (31,638 | ) | (1,092 | ) | 33,351 | (27,116 | ) | ||||||||
Management programs: | |||||||||||||||||
Decrease in restricted cash | | 9,283 | 562,598 | | 571,881 | ||||||||||||
Decrease in due from vehicle manufacturers | | 2,456 | 26,892 | | 29,348 | ||||||||||||
Investment in vehicles | | (57,042 | ) | (2,627,781 | ) | | (2,684,823 | ) | |||||||||
Payments received on investment in vehicles | | (248,886 | ) | 1,720,919 | | 1,472,033 | |||||||||||
| (294,189 | ) | (317,372 | ) | | (611,561 | ) | ||||||||||
Net cash used in investing activities | (27,737 | ) | (325,827 | ) | (318,464 | ) | 33,351 | (638,677 | ) | ||||||||
Financing Activities | |||||||||||||||||
Net decrease in non-vehicle debt | | (253 | ) | | | (253 | ) | ||||||||||
Increase (decrease) in due to Cendant Corporation and affiliates, net | 35,108 | 16,065 | (53,840 | ) | | (2,667 | ) | ||||||||||
Payments for debt issuance costs | | (131 | ) | | | (131 | ) | ||||||||||
Net cash provided by (used in) financing activities exclusive of management programs | 35,108 | 15,681 | (53,840 | ) | | (3,051 | ) | ||||||||||
Management programs: | |||||||||||||||||
Net increase in vehicle debt | | | 350,613 | | 350,613 | ||||||||||||
Net cash provided by financing activities | 35,108 | 15,681 | 296,773 | | 347,562 | ||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | | | 425 | | 425 | ||||||||||||
Net increase in cash and cash equivalents | 80 | 2,677 | 24,601 | | 27,358 | ||||||||||||
Cash and cash equivalents, beginning of period | 18 | 5,210 | 8,083 | | 13,311 | ||||||||||||
Cash and cash equivalents, end of period | $ | 98 | $ | 7,887 | $ | 32,684 | $ | | $ | 40,669 | |||||||
16
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
For the Period March 1, 2001 (Date of Acquisition) to June 30, 2001
|
Parent |
Guarantor |
Non- Guarantor |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating Activities | |||||||||||||||||
Net income | $ | 18,594 | $ | 25,759 | $ | 6,022 | $ | (31,781 | ) | $ | 18,594 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities exclusive of management programs | (118,194 | ) | 130,934 | (24,982 | ) | | (12,242 | ) | |||||||||
Net cash provided by (used in) operating activities exclusive of management programs | (99,600 | ) | 156,693 | (18,960 | ) | (31,781 | ) | 6,352 | |||||||||
Management programs: | |||||||||||||||||
Vehicle depreciation | | 195,458 | 16,144 | | 211,602 | ||||||||||||
Net cash provided by (used in) operating activities | (99,600 | ) | 352,151 | (2,816 | ) | (31,781 | ) | 217,954 | |||||||||
Investing Activities | |||||||||||||||||
Property and equipment additions | | (24,781 | ) | (877 | ) | | (25,658 | ) | |||||||||
Retirements of property and equipment | | 8,169 | 206 | | 8,375 | ||||||||||||
Payment for purchase of rental car franchise licensees | | (18,748 | ) | (299 | ) | | (19,047 | ) | |||||||||
Investment in subsidiaries | (25,759 | ) | (6,022 | ) | | 31,781 | | ||||||||||
Net cash used in investing activities exclusive of management programs | (25,759 | ) | (41,382 | ) | (970 | ) | 31,781 | (36,330 | ) | ||||||||
Management programs: | |||||||||||||||||
Decrease in restricted cash | | | 5,208 | | 5,208 | ||||||||||||
(Increase) decrease in due from vehicle manufacturers | | (3,443 | ) | 135,256 | | 131,813 | |||||||||||
Investment in vehicles | | (41,397 | ) | (1,858,655 | ) | | (1,900,052 | ) | |||||||||
Payments received on investment in vehicles | | (182,724 | ) | 1,595,543 | | 1,412,819 | |||||||||||
| (227,564 | ) | (122,648 | ) | | (350,212 | ) | ||||||||||
Net cash used in investing activities | (25,759 | ) | (268,946 | ) | (123,618 | ) | 31,781 | (386,542 | ) | ||||||||
Financing Activities | |||||||||||||||||
Net decrease in non-vehicle debt | (317,650 | ) | (156 | ) | | | (317,806 | ) | |||||||||
Increase (decrease) in due to Cendant Corporation and affiliates, net | 443,173 | (102,192 | ) | (24,099 | ) | | 316,882 | ||||||||||
Payments for debt issuance costs | | (4,231 | ) | | | (4,231 | ) | ||||||||||
Net cash provided by (used in) financing activities exclusive of management programs | 125,523 | (106,579 | ) | (24,099 | ) | | (5,155 | ) | |||||||||
Management programs: | |||||||||||||||||
Net (decrease) increase in vehicle debt | | (8,744 | ) | 138,907 | | 130,163 | |||||||||||
Net cash provided by (used in) financing activities | 125,523 | (115,323 | ) | 114,808 | | 125,008 | |||||||||||
Effect of changes in exchange rates on cash a cash equivalents | | | (117 | ) | | (117 | ) | ||||||||||
Net increase (decrease) in cash and cash equivalents | 164 | (32,118 | ) | (11,743 | ) | | (43,697 | ) | |||||||||
Cash and cash equivalents, beginning of period | 141 | 36,745 | 29,219 | | 66,105 | ||||||||||||
Cash and cash equivalents, end of period | $ | 305 | $ | 4,627 | $ | 17,476 | $ | | $ | 22,408 | |||||||
17
Avis Group Holdings, Inc. and Subsidiaries
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
(Predecessor Companies)
For the Two Months Ended February 28, 2001
|
Parent |
Guarantor |
Non- Guarantor |
Eliminations |
Avis Group Holdings, Inc. Consolidated |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating Activities | |||||||||||||||||
Net income (loss) | $ | (29,119 | ) | $ | (25,645 | ) | $ | 9,950 | $ | 15,695 | $ | (29,119 | ) | ||||
Adjustments to arrive at income (loss) from continuing operations | | 9,029 | (6,364 | ) | | 2,665 | |||||||||||
Income (loss) from continuing operations | (29,119 | ) | (16,616 | ) | 3,586 | 15,695 | (26,454 | ) | |||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities exclusive of management programs | 425 | 77,124 | (119,563 | ) | | (42,014 | ) | ||||||||||
Net cash provided by (used in) operating activities exclusive of management programs | (28,694 | ) | 60,508 | (115,977 | ) | 15,695 | (68,468 | ) | |||||||||
Management programs: | |||||||||||||||||
Vehicle depreciation | | 96,394 | 7,942 | | 104,336 | ||||||||||||
Net cash provided by (used in) operating activities | (28,694 | ) | 156,902 | (108,035 | ) | 15,695 | 35,868 | ||||||||||
Investing Activities | |||||||||||||||||
Property and equipment additions | | (5,169 | ) | (652 | ) | | (5,821 | ) | |||||||||
Retirements of property and equipment | | 165 | 268 | | 433 | ||||||||||||
Investment in subsidiaries | 25,645 | (9,950 | ) | | (15,695 | ) | | ||||||||||
Net cash provided by (used in) investing activities exclusive of management programs | 25,645 | (14,954 | ) | (384 | ) | (15,695 | ) | (5,388 | ) | ||||||||
Management programs: | |||||||||||||||||
Decrease in restricted cash | | | 10,978 | | 10,978 | ||||||||||||
Decrease in due from vehicle manufacturers | | | 16,368 | | 16,368 | ||||||||||||
Investment in vehicles | | 378 | (940,937 | ) | | (940,559 | ) | ||||||||||
Payments received on investment in vehicles | | (82,703 | ) | 895,350 | | 812,647 | |||||||||||
| (82,325 | ) | (18,241 | ) | | (100,566 | ) | ||||||||||
Net cash provided by (used in) investing activities | 25,645 | (97,279 | ) | (18,625 | ) | (15,695 | ) | (105,954 | ) | ||||||||
Financing Activities | |||||||||||||||||
Net decrease in non-vehicle debt | | (77 | ) | | | (77 | ) | ||||||||||
Increase (decrease) in due to Cendant Corporation and affiliates, net | (89,023 | ) | 43,123 | 82 | | (45,818 | ) | ||||||||||
Payments for debt issuance costs | | (12 | ) | | | (12 | ) | ||||||||||
Issuances of common stock | 140 | | | | 140 | ||||||||||||
Net cash provided by (used in) financing activities exclusive of management programs | (88,883 | ) | 43,034 | 82 | | (45,767 | ) | ||||||||||
Management programs: | |||||||||||||||||
Net increase (decrease) in vehicle debt | 92,000 | (2 | ) | 9,209 | | 101,207 | |||||||||||
Net cash provided by financing activities | 3,117 | 43,032 | 9,291 | | 55,440 | ||||||||||||
Effect of changes in net assets of discontinued operations | | (131,512 | ) | 131,906 | | 394 | |||||||||||
Effect of changes in exchange rates on cash and cash equivalents | | | (11 | ) | | (11 | ) | ||||||||||
Net increase (decrease) in cash and cash equivalents | 68 | (28,857 | ) | 14,526 | | (14,263 | ) | ||||||||||
Cash and cash equivalents, beginning of period | 73 | 65,602 | 14,693 | | 80,368 | ||||||||||||
Cash and cash equivalents, end of period | $ | 141 | $ | 36,745 | $ | 29,219 | $ | | $ | 66,105 | |||||||
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Item 2. Management's Narrative Analysis of the Results of Operations
The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto included elsewhere herein. Unless otherwise noted, all dollar amounts are in thousands and presented before taxes (as appropriate).
We are the second largest general use car rental brand in the world. On March 1, 2001, all of our outstanding common stock not then-owned by Cendant Corporation ("Cendant") was acquired by a subsidiary of PHH Corporation ("PHH"), a wholly-owned subsidiary of Cendant, for approximately $994 million and we emerged as the surviving legal entity. At such time, our fleet management and fuel card businesses were sold to PHH and, therefore, are presented as a discontinued operation in the accompanying Consolidated Condensed Financial Statements. Accordingly, we are now a wholly-owned subsidiary of Cendant.
RESULTS OF OPERATIONS
The acquisition of us by Cendant resulted in significant changes to the valuation of certain of our assets, liabilities and stockholder's equity. The periods prior to the acquisition have been designated "Predecessor Companies" and the period subsequent to the acquisition has been designated "Successor Company". The results of the Predecessor Companies and the Successor Company have been combined for the six months ended June 30, 2001 since we believe that separate discussions for the two months ended February 28, 2001 and the four months ended June 30, 2001 are not meaningful in terms of our operating results or comparisons to the prior period.
Three Months Ended June 30, 2002 vs. Three Months Ended June 30, 2001
Our comparative results of operations, excluding our former fleet management and fuel card businesses, comprised the following:
|
2002 |
2001 |
Change |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | 650,631 | $ | 628,893 | $ | 21,738 | ||||
Expenses, excluding non-vehicle interest | 600,480 | 590,664 | 9,816 | |||||||
Non-vehicle interest, net | 10,823 | 14,577 | (3,754 | ) | ||||||
Total expenses | 611,303 | 605,241 | 6,062 | |||||||
Income before income taxes | 39,328 | 23,652 | 15,676 | |||||||
Provision for income taxes | 16,518 | 13,753 | 2,765 | |||||||
Income from continuing operations | $ | 22,810 | $ | 9,899 | $ | 12,911 | ||||
Total revenue increased 3.5% primarily due to a 4.1% increase in vehicle rental revenue per day, which was due principally to strong pricing in our leisure business.
Total expenses increased 1.0% primarily due to higher commission-related expenses associated with higher revenues, the launch of an advertising campaign during the second quarter of 2002 and severance costs related to the relocation of our information technology operations from Garden City, New York to Parsippany, New Jersey.
Non-vehicle interest, net decreased 25.8% primarily due to a decrease in interest rates and the repayment of all amounts outstanding under a revolving credit facility during 2001.
Our overall effective tax rate was 42.0% and 58.1% for the three months ended June 30, 2002 and 2001, respectively. The lower tax rate for the three months ended June 30, 2002 was primarily due to the elimination of goodwill amortization expense.
As a result of the above-mentioned items, income from continuing operations increased $12.9 million, or 130%, in the second quarter 2002.
19
Six Months Ended June 30, 2002 vs. Six Months Ended June 30, 2001
Our comparative results of operations, excluding our former fleet management and fuel card businesses comprised the following:
|
2002 |
2001 |
Change |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Revenues | $ | 1,215,234 | $ | 1,232,710 | $ | (17,476 | ) | |||
Expenses, excluding non-vehicle interest | 1,158,441 | 1,205,871 | (47,430 | ) | ||||||
Non-vehicle interest, net | 21,618 | 28,830 | (7,212 | ) | ||||||
Total expenses | 1,180,059 | 1,234,701 | (54,642 | ) | ||||||
Income (loss) before income taxes | 35,175 | (1,991 | ) | 37,166 | ||||||
Provision for income taxes | 14,774 | 5,869 | 8,905 | |||||||
Income (loss) from continuing operations | $ | 20,401 | $ | (7,860 | ) | $ | 28,261 | |||
Total revenue decreased 1.4% primarily due to a reduction in car rental transaction volume, which resulted primarily from the residual effect of reduced commercial air travel due to the September 11th terrorist attacks.
Total expenses decreased 4.4% primarily due to a decrease in operating expenses derived from our ability to reduce our operating expenses as a result of reduced car rental transaction volume during the first quarter of 2002. Vehicle depreciation and lease charges and vehicle interest expense also decreased due to a corresponding reduction in average fleet size and the related decrease in average vehicle debt supporting such fleet.
Non-vehicle interest, net decreased 25.0% primarily due to a decrease in interest rates and the repayment of all amounts outstanding under a revolving credit facility during 2001.
The provision for income taxes for the six months ended June 30, 2002 reflects our overall effective tax rate of 42.0% for 2002. The increase in the provision was primarily due to the Company reporting pretax income in 2002 versus a pretax loss of $42.2 million for the two months ended February 28, 2001 at an effective tax rate of 37.4% offset by a pre-tax income of $40.2 million for the period March 1, 2001 (Date of Acquisition) to June 30, 2001 at an effective tax rate of 53.8% and the elimination of goodwill amortization expense.
As a result of the above-mentioned items, income from continuing operations increased $28 million for the six months ended June 30, 2002.
Forward-Looking Statements
Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements 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. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives.
Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "project", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forwardlooking in nature and not historical facts. You should understand that the following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:
20
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. Most of these factors are difficult to predict accurately and are generally beyond our control.
You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
21
Item 3. Quantitative And Qualitative Disclosure About Market Risks
As previously discussed in our 2001 Annual Report on Form 10-K, we assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in earnings, fair values, and cash flows based on a hypothetical 10% change (increase and decrease) in interest rates. We used June 30, 2002 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves. We have determined, through such analyses, that the impact of a 10% change in interest on our earnings, fair values and cash flows would not be material.
22
Item 6. Exhibits and Reports on Form 8-K
See Exhibit Index
None
23
Pursuant to the requirements of the 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.
AVIS GROUP HOLDINGS, INC. | ||||
By: |
/s/ F. ROBERT SALERNO F. Robert Salerno President and Chief Operating Officer Date: August 14, 2002 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ JOHN W. CHIDSEY (John W. Chidsey) |
Chief Executive Officer | August 14, 2002 | ||
/s/ F. ROBERT SALERNO (F. Robert Salerno) |
President, Chief Operating Officer and Director (Principal Executive Officer) |
August 14, 2002 |
||
/s/ KURT FREUDENBERG (Kurt Freudenberg) |
Senior Vice President and Controller (Principal Financial Officer) |
August 14, 2002 |
24
Exhibit No. |
Description |
|
---|---|---|
3.1 | Certificate of Incorporation of Avis Rent A Car, Inc. (Incorporated by reference to the Company's Registration Statement on Form S-1, Registration No. 333-46737, dated February 23, 1998). | |
3.2 |
By-Laws of Avis Group Holdings, Inc. (Incorporated by reference to the Company's Registration Statement on Form S-1, Registration No. 333-46737, dated February 23, 1998). |
|
12 |
Statement Re: Computation of Ratio of Earnings to Fixed Charges. |
25