1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
<Table>
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
</Table>
---------------------
COMMISSION FILE NUMBER 0-30776
---------------------
ANC RENTAL CORPORATION
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 65-0957875
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</Table>
<Table>
200 SOUTH ANDREWS AVENUE, 33301
FORT LAUDERDALE, FLORIDA (Zip Code)
(Address of principal executive offices)
</Table>
(954) 320-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of July 31, 2001, the registrant had outstanding 45,211,571 shares of
Common Stock, par value $0.01 per share.
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2
ANC RENTAL CORPORATION
INDEX
<Table>
<Caption>
PAGE
----
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2001
(Unaudited) and December 31, 2000........................... 1
Unaudited Condensed Consolidated Statements of Operations
for the Three and Six Months Ended June 30, 2001 and 2000... 2
Unaudited Condensed Consolidated Statement of Shareholders'
Equity for the Six Months Ended June 30, 2001............... 3
Unaudited Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2001 and 2000............. 4
Notes to Condensed Consolidated Financial Statements........ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 22
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings........................................... 24
Item 2. Changes in Securities and Use of Proceeds................... 24
Item 3. Defaults Upon Senior Securities............................. 24
Item 4. Submission of Matters to a Vote of Security Holders......... 24
Item 5. Other Information........................................... 24
Item 6. Exhibits and Reports on Form 8-K............................ 25
</Table>
i
3
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANC RENTAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
(UNAUDITED)
ASSETS
Cash and cash equivalents................................... $ 96.6 $ 21.4
Restricted cash and cash equivalents........................ 334.5 321.9
Receivables, net............................................ 398.2 681.4
Prepaid expenses............................................ 61.9 68.9
Vehicles, net............................................... 5,262.1 4,451.4
Property and equipment, net................................. 475.4 576.0
Intangible assets, net...................................... 342.0 347.9
Other assets................................................ 101.7 68.7
-------- --------
Total assets...................................... $7,072.4 $6,537.6
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable............................................ $ 273.8 $ 242.4
Accrued liabilities......................................... 208.5 241.0
Insurance reserves.......................................... 283.6 290.5
Vehicle debt................................................ 4,728.9 4,228.9
Other debt.................................................. 289.3 276.7
Deferred income taxes....................................... 103.6 143.6
Other liabilities........................................... 364.7 221.9
-------- --------
Total liabilities................................. 6,252.4 5,645.0
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $0.001 per share; 10,000,000
shares authorized; none issued......................... -- --
Common stock, par value $.01 per share; 250,000,000 shares
authorized; 45,203,565 and 45,158,707 issued and
outstanding at June 30, 2001 and December 31, 2000,
respectively........................................... 0.5 0.5
Additional paid-in capital................................ 906.7 895.6
Retained earnings (deficit)............................... (49.6) 7.0
Accumulated other comprehensive loss...................... (37.6) (10.5)
-------- --------
820.0 892.6
-------- --------
Total liabilities and shareholders' equity........ $7,072.4 $6,537.6
======== ========
</Table>
The accompanying notes are an integral part of these statements.
1
4
ANC RENTAL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ --------------------
2001 2000 2001 2000
------- ------- -------- --------
Revenue................................................ $850.6 $909.2 $1,619.6 $1,718.0
Direct operating costs................................. 354.9 356.2 691.0 701.1
Vehicle depreciation, net.............................. 271.1 239.5 512.7 469.1
Selling, general, and administrative................... 162.7 192.1 322.5 382.5
Amortization of intangible assets...................... 2.5 2.5 5.0 5.0
Interest income........................................ (1.9) (0.5) (3.2) (0.6)
Interest expense....................................... 92.3 91.4 181.9 172.8
Fair value adjustment on interest rate hedges.......... (1.0) -- 2.3 --
Other expense, net..................................... 0.5 2.6 3.6 2.9
------ ------ -------- --------
Loss before income taxes............................... (30.5) 25.4 (96.2) (14.8)
Provision (benefit) for income taxes................... (6.9) 9.9 (32.5) (5.8)
------ ------ -------- --------
Net loss before cumulative effect of change in
accounting principle................................. (23.6) 15.5 (63.7) (9.0)
Cumulative effect of change in accounting principle,
net of provision for income taxes of $4.5 in 2001.... -- -- 7.1 --
------ ------ -------- --------
Net income (loss)...................................... $(23.6) $ 15.5 $ (56.6) $ (9.0)
====== ====== ======== ========
Basic and diluted earnings (loss) per share before
cumulative effect of change in accounting
principle............................................ $(0.52) $ 0.34 $ (1.41) $ (0.20)
Basic and diluted earnings (loss) per share............ $(0.52) $ 0.34 $ (1.25) $ (0.20)
Shares used in computing per share amounts:
Basic and diluted.................................... 45.2 45.1 45.2 45.1
</Table>
The accompanying notes are an integral part of these statements.
2
5
ANC RENTAL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN MILLIONS)
<Table>
<Caption>
ACCUMULATED
OTHER
COMMON STOCK ADDITIONAL COMPREHENSIVE
--------------- PAID-IN RETAINED INCOME SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS (LOSS) EQUITY
------ ------ ---------- -------- ------------- -------------
BALANCE AT DECEMBER 31, 2000......... 45.2 $0.5 $895.6 $ 7.0 $(10.5) $892.6
Net loss............................. -- -- -- (56.6) -- (56.6)
Other comprehensive income:
Foreign currency translation
adjustments, net of benefit
for income taxes of $0........ -- -- -- -- (3.7) (3.7)
Unrealized loss on interest rate
hedges, net of benefit for
income taxes of $2.8.......... -- -- -- -- (8.8) (8.8)
Cumulative effect of change in
accounting principle, net of
benefit for income taxes of
$9.3.......................... -- -- -- -- (14.6) (14.6)
Obligation to issue common stock
purchase warrants............. -- -- 11.0 -- -- 11.0
Issuance of shares for employee
benefit plan.................. -- -- 0.1 -- -- 0.1
---- ---- ------ ------ ------ ------
BALANCE AT JUNE 30, 2001............. 45.2 $0.5 $906.7 $(49.6) $(37.6) $820.0
==== ==== ====== ====== ====== ======
</Table>
The accompanying notes are an integral part of this statement.
3
6
ANC RENTAL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
-----------------------
2001 2000
---------- ----------
CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
Net loss.................................................. $ (56.6) $ (9.0)
Adjustments to reconcile net income to net cash and cash
equivalents provided by (used in) operating activities:
Cumulative effect of change in accounting principle,
net of tax............................................ (7.1) --
Fair value adjustment on interest rate hedges.......... 2.3 --
Loss (gain) on sale of property........................ 4.2 (1.1)
Depreciation and amortization of property and
equipment............................................. 39.6 38.4
Amortization of intangible assets and debt issue
costs................................................. 23.2 10.2
Deferred income tax benefit............................ (32.5) (5.8)
Depreciation of vehicles............................... 512.7 469.1
Purchases of vehicles.................................. (4,152.8) (4,532.9)
Sales of vehicles...................................... 2,792.8 2,918.0
Changes in assets and liabilities, net:
Receivables.......................................... 283.4 163.1
Prepaid expenses and other assets.................... (4.0) (2.2)
Accounts payable and accrued liabilities............. (2.6) 14.8
Other liabilities.................................... (3.9) 47.2
---------- ----------
(601.3) (890.2)
---------- ----------
CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
Purchases of property and equipment....................... (22.4) (41.4)
Proceeds from sale of property and equipment.............. 113.5 32.2
---------- ----------
91.1 (9.2)
---------- ----------
CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Proceeds from vehicle financing........................... 23,127.7 33,666.7
Payments on vehicle financing............................. (22,605.7) (33,291.0)
Proceeds from issuance of other debt...................... 275.8 284.4
Payments on other debt.................................... (250.8) (54.0)
Cash transfers from Parent................................ -- 209.0
Subsidiary limited partner contributions.................. 60.1 102.1
Debt issue costs and purchases of interest rate hedges.... (21.1) (24.2)
Other..................................................... (0.6) (0.7)
---------- ----------
585.4 892.3
---------- ----------
Increase (decrease) in cash and cash equivalents............ 75.2 (7.1)
Cash and cash equivalents at beginning of period............ 21.4 17.4
---------- ----------
Cash and cash equivalents at end of period.................. $ 96.6 $ 10.3
========== ==========
</Table>
The accompanying notes are an integral part of these statements.
4
7
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS EXCEPT SHARE DATA)
1. INTERIM FINANCIAL STATEMENTS
The accompanying Condensed Consolidated Financial Statements include the
accounts of ANC Rental Corporation and its subsidiaries (the "Company") and have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). All significant intercompany
accounts and transactions have been eliminated. Certain information related to
the Company's organization, significant accounting policies and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted. In
the opinion of management, the Condensed Consolidated Financial Statements
contain all material adjustments, consisting of only normal recurring
adjustments, necessary to fairly state the financial position, the results of
operations and cash flows for the periods presented and the disclosures herein
are adequate to make the information presented not misleading. Income taxes
during these interim periods have been provided based upon the Company's
anticipated annual effective income tax rate.
Operating results for interim periods are not necessarily indicative of the
results that can be expected for a full year. These interim financial statements
should be read in conjunction with the Company's audited Consolidated Financial
Statements and notes thereto appearing in the Company's annual report on Form
10-K for the year ended December 31, 2000.
Prior to June 30, 2000 the Company was a wholly owned subsidiary of
AutoNation, Inc. ("our former Parent" or "AutoNation"). On June 30, 2000
AutoNation distributed its interest in the Company to its shareholders on a
tax-free basis at which point the Company became an independent, publicly owned
company. The Company entered into agreements with AutoNation, which provided for
the separation of the Company's business from AutoNation and govern various
interim and ongoing relationships between the companies.
All historical share and per share data included in the Unaudited Condensed
Consolidated Statements of Operations, has been retroactively adjusted for the
recapitalization of the former Parent's 100 shares of common stock into
45,142,728 shares of Common Stock on June 30, 2000.
Basic earnings (loss) per share is calculated based on the weighted average
shares of common stock outstanding during the period. Diluted earnings per share
is calculated based on the weighted average shares of common stock outstanding,
plus the dilutive effect of stock options, calculated using the treasury stock
method, and common stock purchase warrants calculated using the if-converted
method. As of June 30, 2001 the Company had 6.6 million options outstanding and
3.7 million common stock purchase warrants considered to be outstanding, which
due to their anti-dilutive nature were not included in the calculation of
diluted earnings (loss) per share. For the three and six month periods ended
June 30, 2000 there were no dilutive effects from stock options or common stock
purchase warrants, as there were none outstanding.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year presentation.
5
8
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. RECEIVABLES
The components of receivables, net of allowance for doubtful accounts, are
as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Trade receivables........................................... $210.7 $207.4
Vehicle manufacturer receivables............................ 103.5 423.6
Other....................................................... 106.1 90.9
------ ------
420.3 721.9
Less: allowance for doubtful accounts....................... (22.1) (40.5)
------ ------
$398.2 $681.4
====== ======
</Table>
3. VEHICLES
A summary of vehicles is as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Vehicles.................................................... $5,843.5 $5,030.7
Less: accumulated depreciation.............................. (581.4) (579.3)
-------- --------
$5,262.1 $4,451.4
======== ========
</Table>
4. PROPERTY AND EQUIPMENT
A summary of property and equipment is as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Land........................................................ $ 51.3 $ 121.0
Furniture, fixtures and equipment........................... 426.0 420.1
Buildings and improvements.................................. 301.5 324.7
-------- --------
778.8 865.8
Less: accumulated depreciation and amortization............. (303.4) (289.8)
-------- --------
$ 475.4 $ 576.0
======== ========
</Table>
During the year the Company entered into a series of sale and leaseback
transactions for some of its owned land and buildings. Sales in the first
quarter yielded net proceeds of approximately $79.0 million. During the second
quarter the Company closed additional sale and leaseback transactions yielding
net proceeds of approximately $31.3 million. The leases, with terms of not less
than 20 years, are treated as operating leases, and will result in approximately
$3.0 million per quarter of incremental rent expense over and above the amounts
incurred during 2000. Gains realized on the sale of the properties have been
deferred and are being recognized over the life of the respective leases. Such
transaction gains approximated $34.1 million. Losses recognized currently in
earnings approximated $0.5 million and $4.2 million for the three and six months
ended June 30, 2001, respectively.
6
9
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. OTHER ASSETS
The components of other assets are as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Deposits.................................................... $ 35.0 $33.8
Debt issue cost, net........................................ 28.6 25.7
Interest rate hedges, at fair value......................... 27.5 --
Other....................................................... 10.6 9.2
------ -----
$101.7 $68.7
====== =====
</Table>
6. ACCOUNTS PAYABLE
The components of accounts payable are as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Trade payables.............................................. $148.1 $123.1
Vehicle payables............................................ 125.7 119.3
------ ------
$273.8 $242.4
====== ======
</Table>
Vehicle payables represent amounts to be financed after period end for
vehicles acquired under the Company's vehicle financing programs.
7. OTHER LIABILITIES
Components of other liabilities are as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Minority interest........................................... $219.6 $159.5
Interest rate hedges, at fair value......................... 44.0 --
Deferred gains on property sales............................ 33.8 --
Other....................................................... 67.3 62.4
------ ------
$364.7 $221.9
====== ======
</Table>
Minority interest represents the limited partnership interest in a
subsidiary of the Company. Minority interest in the subsidiary's income is
included in vehicle interest expense and was $2.0 million and $1.5 million for
the three months ended June 30, 2001 and 2000, respectively, and $3.7 and $2.7
million for the six months ended June 30, 2001 and 2000, respectively.
7
10
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. VEHICLE DEBT
Vehicle debt is as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Amounts under various commercial paper programs secured by
eligible vehicle collateral; interest based on
market-dictated commercial paper rates; weighted average
interest rates of 4.20% and 6.77% at June 30, 2001 and
December 31, 2000, respectively........................... $ 493.8 $ 642.7
Auction-rate note program; weighted average interest rate of
4.58% at June 30, 2001; maturities through 2006, net of a
$0.4 million discount..................................... 220.9 --
Amounts under various asset-backed medium-term note programs
secured by eligible vehicle collateral:
Fixed rate component; weighted average interest rate of
6.16% at June 30, 2001 and 6.30% at December 31,
2000; maturities through 2004........................ 1,490.5 1,750.0
Floating rate component based on a spread over LIBOR;
weighted average interest rate of 4.13% and 6.93% at
June 30, 2001 and December 31, 2000, respectively;
maturities through 2005.............................. 2,400.0 1,750.0
Other committed and uncommitted secured vehicle financings
primarily with financing institutions in the United
Kingdom; LIBOR based interest rates; weighted average
interest rates of 5.12% and 5.62% at June 30, 2001 and
December 31, 2000, respectively; maturities through
2002...................................................... 123.7 86.2
-------- --------
$4,728.9 $4,228.9
======== ========
</Table>
At June 30, 2001, aggregate expected maturities of vehicle debt were as
follows:
<Table>
2001........................................................ $ 941.8
2002........................................................ 1,091.2
2003........................................................ 758.0
2004........................................................ 1,417.0
2005........................................................ 300.0
Thereafter.................................................. 220.9
--------
$4,728.9
========
</Table>
The Company finances vehicle purchases for its domestic automotive rental
operations through various asset-backed financings. As of June 30, 2001 the
Company had a $625.0 million commercial paper program. In July 2001 the program
was reduced to $420.0 million. Borrowings under this program are secured by
eligible vehicle collateral and bear interest at market based commercial paper
rates. The resized $420.0 million single-seller commercial paper program, which
expires September 2001, is supported by $400.0 million of bank lines of credit
which provide liquidity backup for the facility as well as $20.0 million of
restricted cash which provide liquidity backup and credit enhancement for the
facility. The Company expects to refinance its maturing single-seller commercial
paper program with similar asset-backed financings.
8
11
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has financed $300.0 million of its seasonal fleet requirements
with variable funding notes that will expire in October 2001. The Company's
medium-term note financings mature at various dates through 2005 and totaled
$3.9 billion at June 30, 2001. In May 2001, the Company replaced maturing notes
with $600.0 million of vehicle asset-backed medium-term notes at a floating rate
based upon a spread over LIBOR. Also, the Company has financed maturing debt
capacity with an auction-rate note program that has total capacity of $531.3
million.
The weighted average stated interest rate on total vehicle debt, excluding
the effects of interest rate hedges and fee amortization, was 4.83% and 6.62% at
June 30, 2001 and December 31, 2000, respectively. Interest expense on vehicle
debt included as a component of total interest expense in the accompanying
Unaudited Condensed Consolidated Statements of Operations approximated $75.7
million and $87.9 million for the three months ended June 30, 2001 and 2000,
respectively, and $148.1 million and $165.8 million for the six months ended
June 30, 2001 and 2000, respectively.
The Company is subject to, and is in compliance with, various covenants
relative to its vehicle debt, the most restrictive of which is the maintenance
of certain collateral levels.
9. OTHER DEBT
Other debt is as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
Secured revolving credit facility weighted average interest
rate of 11.0% at December 31, 2000........................ $ -- $ 17.0
Supplemental secured term loan at 10.06% matures May 31,
2003...................................................... 40.0 --
Interim financing fixed rate note at 13.5% through June 30,
2001 increasing 0.5% each quarter thereafter capped at
18.0%, matures June 30, 2007, net of an $11.0 million
discount in 2001.......................................... 189.0 200.0
Notes payable to vehicle manufacturer; weighted average
interest rates of 4.26% and 7.45% at June 30, 2001 and
December 31, 2000 respectively, matures 2002.............. 35.0 35.0
Notes payable to former owners of acquired business;
interest payable using LIBOR based rates; weighted average
interest of 7.05% and 5.86% at June 30, 2001 and December
31, 2000, respectively; redeemable at the option of the
holder through maturity in 2003........................... 7.9 8.5
Other uncommitted credit facilities and other notes;
interest ranging from 2.50% to 7.10%; maturing through
2001...................................................... 17.4 16.2
-------- --------
$ 289.3 $ 276.7
======== ========
</Table>
As of June 30, 2001 aggregate expected maturities of other debt exclusive
of note discounts approximating $11.0 million, are as follows: $95.3 million in
2001, $35.0 million in 2002, $40.0 million in 2003 and $130.0 million in 2007.
The Company has a three-year secured revolving credit facility with
borrowing base capacity of up to $175.0 million at a floating rate, currently
based upon a spread of 2.75% above LIBOR. As of June 30, 2001 the borrowing base
under the $175.0 million secured revolving credit facility approximated $76.0
million, of which approximately $60.4 million was used to support outstanding
letters of credit. The Company also has a $40.0 million supplemental secured
credit facility which will terminate in 2003. Interest on the supplemental
secured term loan is payable at a floating rate, initially based upon a spread
of 4.5% above LIBOR and increasing by 50 basis points on the first day of each
January, April, July and October.
9
12
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company entered into an agreement with a lender on June 30, 2000 for
interim financing of $225.0 million in connection with its separation from
AutoNation. As of June 30, 2001 $200.0 million of the interim financing extended
into a six-year term loan and the Company became obligated to issue warrants
representing approximately 3.7 million shares and pay a fee of $6.0 million. The
term loan bears interest at an increasing rate starting at 14.0% as of July 1,
2001 and increases by 50 basis points each 90 day period up to a maximum rate of
18.0%. The term loan may, at the option of the lender, be exchanged into a fixed
rate note with similar maturity. The warrants have a term of 10 years and an
exercise price of $0.01 per share. The fair value of the warrants on June 30,
2001 was $11.0 million. The fair value of the warrants were recorded as a note
discount and are being amortized as a component of interest expense over the
term of the note using the effective interest method.
In connection with the Company's sale and leaseback transactions, the
Company and its lenders amended the interim financing and the secured revolving
credit facility. As part of the interim facility amendment the Company was
allowed to use the proceeds from the sale and leaseback transactions for general
corporate purposes. The amendment also requires that on September 30, 2001 the
Company pay-down its rolled-over interim facility by approximately $70.0
million.
The Company's governing documents for its credit facilities and interim
financing, entered into during 2000 and subsequently amended, require it to
maintain certain financial ratios including, but not limited to, financial
performance measures and limits on additional indebtedness. In addition these
documents restrict the Company's ability to: sell assets; grant or incur liens
on our assets; repay certain indebtedness; pay dividends; make certain
investments or acquisitions; issue certain guarantees; enter certain sale and
leaseback transactions; repurchase or redeem capital stock; engage in mergers or
consolidations; and engage in certain transactions with our affiliates. The
Company has complied with those covenants as of, and for, the four quarters
ended June 30, 2001, as amended.
10. RESTRUCTURING
At June 30, 2001, $5.5 million remains accrued relative to the Company's
1999 restructuring plan with most of the remaining severance cost of $1.2
million expected to be substantially paid by the end of the third quarter of
2001; certain lease commitments will extend to the remainder of the applicable
lease term. The Company charged $1.3 million and $3.3 million to these reserves
during the three and six months periods ended June 30, 2001. The charges were
primarily comprised of severance and rent paid during the period.
During the first quarter of 2001, as part of a cost reduction plan, the
Company reduced its workforce in excess of 700 people. The severance related to
those terminations approximated $2.0 million and was charged to earnings in the
first quarter.
11. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings which have arisen in
the ordinary course of business. While the results of these matters cannot be
predicted with certainty, the Company believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company's consolidated results of operations, cash flows or
financial position. However, unfavorable resolution could affect the
consolidated results of operations or cash flows for the quarterly periods in
which they are resolved.
12. ADOPTION OF NEW ACCOUNTING STANDARD
In June 1998 the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133, as amended, became effective for the Company on January 1,
2001.
10
13
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The major market risk hedged by the Company is the changes in LIBOR-based
interest rates. The Company's policy is to manage interest rate risk through a
combination of fixed and floating rate debt. The Company uses interest rate
derivatives to adjust interest rate exposures, when appropriate, based upon
market conditions. As of January 1, 2001 these derivatives consist of
stand-alone interest rate caps and a combination of interest rate caps and
floors to create synthetic swaps. The Company enters into derivatives with a
group of financial institutions with investment grade ratings, thereby
minimizing credit risk. The Company's derivative instruments qualify for hedge
accounting treatment under SFAS 133. In order to qualify for hedge accounting
certain criteria must be met including a requirement that both at inception of
the hedge, and on an ongoing basis, the hedging relationship is expected to be
highly effective in offsetting cash flows attributable to the hedged risk during
the term of the hedge. Hedge accounting treatment permits certain changes in the
fair value of the Company's qualifying derivatives to be deferred in other
comprehensive income and subsequently reclassified to earnings to offset the
impact of the related hedged interest rate. Changes in fair value of non-
qualifying derivatives and the ineffective portion of changes in fair value of
qualifying derivatives must be recorded immediately through earnings.
The Company measures effectiveness of its stand-alone caps by comparing the
changes in proceeds expected from the caps to the expected incremental interest
expense incurred on the variable rate debt. Changes in fair value of the caps
due to time value and volatility are excluded from the assessment of
effectiveness and are recognized currently in earnings as a "fair value
adjustment on interest rate hedges". The Company measures effectiveness of its
synthetic swaps by comparing the changes in fair value of the synthetic swap to
a hypothetical derivative that would be perfectly effective in offsetting
changes in fair value of the hedged cash flows. The Company expects little to no
ineffectiveness relative to its synthetic swaps and as such changes in the fair
value of the synthetic swaps are recorded as a component of other comprehensive
income.
The FASB continues to provide implementation guidance on technical issues
regarding SFAS 133. In June 2001, the FASB has approved alternative accounting
treatment that will allow changes in the fair value of the Company's stand-alone
caps to be recorded as a component of other comprehensive income. The Company
will adopt the alternative treatment as of July 1, 2001, as such the Company
will no longer recognize changes in fair value due to time value currently in
earnings. However, prospectively the expiring portion of time value for the
respective caps will be reflected in earnings of future quarters.
Based upon the fair values of the caps and the floors at January 1, 2001
the Company recognized assets of $24.7 million and liabilities of $34.0 million.
In addition, the Company de-recognized approximately $3.1 million of net
deferred losses related to the unwinding of certain swaps and floors primarily
due to the separation from its former Parent. The net deferred losses related to
the unwound derivatives are reflected as a component of accumulated other
comprehensive income and will continue to amortize over the remaining life of
the respective debt that was hedged.
The Company reclassified proceeds from its stand-alone caps of
approximately $1.1 million to vehicle interest expense, a component of interest
expense for the three and six months ended June 30, 2001. The Company
reclassified payments under the floor component of its synthetic swaps of
approximately $4.0 million and $5.2 million to vehicle interest expense a
component of interest expense for the three and six months ended June 30, 2001.
Amortization related to deferred losses was reclassified from other
comprehensive income to vehicle interest expense and approximated $0.3 million
and $0.6 million for the three and six months ended June 30, 2001. The Company
expects to reclassify net payments of approximately $21.5 million from its
stand-alone caps and synthetic swaps to vehicle interest expense over the next
twelve months.
11
14
ANC RENTAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
13. COMPREHENSIVE INCOME
Comprehensive income includes effects of foreign currency translation and
changes in fair value of certain derivative financial instruments which qualify
for hedge accounting. Comprehensive income for the periods indicated are as
follows (unaudited):
<Table>
<Caption>
THREE MONTHS SIX MONTHS ENDED
ENDED JUNE 30, JUNE 30,
--------------- -----------------
2001 2000 2001 2000
------ ----- ------- ------
Net income (loss)................................... $(23.6) $15.5 $(56.6) $(9.0)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment........... 1.1 1.5 (3.7) 2.7
Unrealized loss on interest rate hedges........... 5.2 -- (8.8) --
------ ----- ------ -----
Other comprehensive income (loss), net of tax before
cumulative effect of change in accounting
principle......................................... (17.3) 17.0 (69.1) (6.3)
Cumulative effect of change in accounting principle,
net of tax........................................ -- -- (14.6) --
------ ----- ------ -----
Other comprehensive income (loss)................... $(17.3) $17.0 $(83.7) $(6.3)
====== ===== ====== =====
</Table>
The components of accumulated other comprehensive loss are as follows:
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
Foreign currency translation adjustments.................... $(14.2) $(10.5)
Deferred losses on interest rate hedges..................... (23.4) --
------ ------
$(37.6) $(10.5)
====== ======
</Table>
12
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following should be read in conjunction with the Condensed Consolidated
Financial Statements and notes thereto under Item 1. In addition, reference
should be made to the Company's audited Consolidated Financial Statements and
notes thereto and related Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the Company's annual report on
Form 10-K for the year ended December 31, 2000 as filed with the Securities and
Exchange Commission on April 2, 2001.
OVERVIEW
Prior to June 30, 2000, we were a wholly owned subsidiary of AutoNation,
Inc. On June 30, 2000 we became an independent, publicly owned company with
AutoNation distributing its interest in the Company to its shareholders on a
tax-free basis. Concurrent with our separation we entered into agreements with
AutoNation, which provide for the separation of our business from AutoNation's
and govern various interim and ongoing relationships between the companies.
We rent vehicles on a daily or weekly basis to leisure and business
travelers, principally from on-airport or near-airport locations through our
Alamo and National brands, and to local customers who need replacement vehicles
from locations in suburban areas through our Alamo Local Market Division. We
operate primarily in the United States, Europe and Canada.
We generate revenue primarily from vehicle rental charges and the sale of
ancillary rental products. For the six months ended June 30, 2001 approximately
87% of our rental revenue was derived from vehicle rental charges with the
remaining 13% derived from the sale of liability and other accident protection
products, fuel usage fees, and customer convenience products including vehicle
upgrades.
CONSOLIDATED RESULTS OF OPERATIONS
A summary of our operating results is as follows for the periods indicated
(in millions except for the statistical amounts as noted):
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------------- ---------------------------------------
2001 % 2000 % 2001 % 2000 %
-------- ----- -------- ----- ---------- ----- ---------- -----
Revenue................. $ 850.6 100.0% $ 909.2 100.0% $ 1,619.6 100.0% $ 1,718.0 100.0%
Direct operating
costs................. 354.9 41.6 356.2 39.2 691.0 42.6 701.1 40.8
Vehicle depreciation,
net................... 271.1 31.9 239.5 26.3 512.7 31.7 469.1 27.3
Selling, general and
administration........ 162.7 19.1 183.8 20.2 320.5 19.8 366.8 21.3
Severance/transition
cost.................. -- -- 8.3 0.9 2.0 0.1 15.7 0.9
Amortization of
intangible assets..... 2.5 0.3 2.5 0.3 5.0 0.3 5.0 0.3
Interest income......... (1.9) (0.2) (0.5) (0.1) (3.2) (0.2) (0.6) --
Interest expense........ 92.3 10.9 91.4 10.1 181.9 11.2 172.8 10.1
Fair value adjustment on
interest rate
hedges................ (1.0) (0.1) -- -- 2.3 0.1 -- --
Loss on sale and
leaseback
transactions.......... 0.5 0.1 -- -- 4.2 0.3 -- --
Other (income) expense,
net................... -- -- 2.6 0.3 (0.6) -- 2.9 0.2
-------- ----- -------- ----- ---------- ----- ---------- -----
Income (loss) before
income taxes.......... $ (30.5) (3.6)% $ 25.4 2.8% $ (96.2) (5.9)% $ (14.8) (0.9)%
======== ===== ======== ===== ========== ===== ========== =====
KEY STATISTICS
Revenue per day....... $ 35.54 $ 36.32 $ 35.62 $ 36.35
Charge days (in
millions)........... 23.6 24.6 44.8 46.5
Average fleet......... 337,388 339,822 320,924 324,749
Fleet utilization..... 76.9% 79.6% 77.2% 78.7%
</Table>
13
16
Revenue
Revenue was $850.6 million for the three months ended June 30, 2001, and
$909.2 million for the three months ended June 30, 2000. The decrease in revenue
of 6.4% or $58.6 million is primarily due to lower charge day volume of 4.1% or
$37.1 million, lower revenue per day of 1.3% or $11.8 million, the unfavorable
effects of foreign exchange movements of 0.7% or $6.8 million and lower licensee
and other revenue of 0.3% or $2.9 million.
The most significant declines in charge day volume for the quarter were
realized at our National and Alamo North American airport brands. Our National
brand in North America represented approximately 65% of the total volume
decline, while Alamo North America represented approximately 36%. Volume
increases internationally were mostly offset by declines in volume at our Alamo
Local Market Division. National's brand volume declines were primarily in the
business and commercial travel channels, while Alamo volume declines were in its
commercial and tour channels.
The declines in revenue per day were primarily realized in our Alamo and
National North American airport brands. The declines were due to overall lower
volumes in these brands, the result of the economic environment, and a
competitive pricing environment.
Revenue was $1,619.6 million for the six months ended June 30, 2001, and
$1,718.0 million for the six months ended June 30, 2000. The decrease in revenue
of 5.7% or $98.4 million is primarily due to lower charge day volume of 3.6% or
$62.0 million, lower revenue per day of 1.1% or $18.1 million, the unfavorable
effects of foreign exchange movements of 0.8% or $14.6 million and lower
licensee and other revenue of 0.2% or $3.7 million.
The most significant declines in charge day volume for the year to date
period were realized at our National and Alamo North American airport brands and
our Alamo Local Market Division. Approximately 70% of the declines in charge day
volume at our National and Alamo North American airport brands occurred in the
second quarter for the reasons previously discussed. The remaining declines in
charge day volume, the result of overall lower insurance replacement business at
our Alamo Local Market Division, were realized in the first quarter.
The declines in revenue per day for the six months ended June 30, 2001 as
compared to the same period in the prior year are the result of a weakening
economy and an extremely competitive pricing environment in the domestic airport
market.
Direct operating costs
Direct operating costs include costs specifically related to the operation
and maintenance of the fleet such as field personnel, facility costs and
variable transaction costs including but not limited to insurance, agency fees,
and fuel. Direct operating costs were $354.9 million for the three months ended
June 30, 2001 and $356.2 million for the three months ended June 30, 2000. As a
percent of revenue, direct operating costs were 41.6% for the three months ended
June 30, 2001 and 39.2% for the three months ended June 30, 2000.
Direct operating costs declined by $1.3 million or 0.4%. A decrease in
field personnel costs of approximately $5.2 million, the result of our first
quarter cost reduction program, was offset by expected increased facility and
maintenance costs of approximately $5.7 million due to increased rent, the
result of our sale and leaseback transactions, as well as increased facility
operating costs. Fleet operating expenses increased $0.8 million due to
increased damages and transportation costs the result of reducing fleet levels.
The beneficial impact of foreign exchange rate movements approximated $2.6
million for the three months ended June 30, 2001.
Direct operating costs were $691.0 million for the six months ended June
30, 2001 and $701.1 million for the six months ended June 30, 2000. As a percent
of revenue, direct operating costs were 42.6% for the six months ended June 30,
2001 and 40.8% for the six months ended June 30, 2000. The decrease in direct
operating costs of $10.1 million or 1.4% was primarily driven by lower field
personnel costs of approximately $12.2 million for the reasons previously
discussed, lower variable transaction costs of approximately $4.5
14
17
million due to lower overall revenue volumes and other decreases of
approximately $1.7 million. Offsetting those decreases was $6.4 million of
higher fleet operating expenses, including higher turn-back costs which resulted
from reducing our fleet size, primarily in the first quarter, and increased
facility and maintenance costs of approximately $7.7 million due to the reasons
previously discussed. The beneficial impact of foreign exchange rate movements
approximated $5.8 million for the six months ended June 30, 2001.
Vehicle depreciation
Vehicle depreciation includes vehicle depreciation, net of manufacturer
incentives, and gains and losses on vehicle sales in the ordinary course of
business. Vehicle depreciation was $271.1 million for the three months ended
June 30, 2001 and $239.5 million for the three months ended June 30, 2000. As a
percent of revenue, vehicle depreciation was 31.9% for the three months ended
June 30, 2001 and 26.3% for the three months ended June 30, 2000.
The increase in vehicle depreciation of $31.6 million is primarily due to
increased depreciation rates partially offset by lower average fleet size on a
year over year basis. The increase in depreciation rates of approximately $35.4
million is primarily due to higher vehicle acquisition costs coupled with
changes in the mix of our fleet, as well as provisions incurred relative to the
disposition of vehicles. Offsetting these increases were the benefits of a
decreasing fleet size, which lowered our costs by approximately $1.8 million, as
well as the benefits of foreign exchange rate movements, which lowered our costs
by approximately $2.0 million.
Vehicle depreciation was $512.7 million for the six months ended June 30,
2001 and $469.1 million for the six months ended June 30, 2000. As a percent of
revenue vehicle depreciation was 31.7% for the six months ended June 30, 2001
and 27.3% for the six months ended June 30, 2000. The increase in vehicle
depreciation of $43.6 million is primarily due to reasons previously discussed.
Higher vehicle acquisition costs, changes in the mix of our fleet, and
provisions incurred relative to the disposition of vehicles served to increase
vehicle depreciation by approximately $53.4 million. Offsetting these increases
were the benefits of a decreasing fleet size, which lowered our costs by
approximately $5.5 million, as well as the benefits of foreign exchange rate
movements, which lowered our costs by approximately $4.3 million.
Selling, general and administrative
Selling, general and administrative expenses were $162.7 million for the
three months ended June 30, 2001 and $183.8 million for the three months ended
June 30, 2000. As a percentage of revenue selling, general and administrative
expenses were 19.1% for the three months ended June 30, 2001 and 20.2% for the
three months ended June 30, 2000. The decline in selling, general and
administrative expenses of $21.1 million or 11.5% is due to lower variable
selling cost and overhead spending approximating $6.1 million, declines in
marketing and advertising expenses approximating $13.6 million and the favorable
effects of foreign exchange rate movements approximating $1.4 million.
Selling, general and administrative expenses were $320.5 million for the
six months ended June 30, 2001 and $366.8 million for the six months ended June
30, 2000. As a percentage of revenue selling, general and administrative
expenses were 19.8% for the six months ended June 30, 2001 and 21.3% for the six
months ended June 30, 2000. The decline in selling, general and administrative
expenses of $46.3 million or 12.6% is due to lower variable selling cost and
overhead spending approximating $19.7 million, declines in marketing and
advertising expenses approximating $23.7 million and the favorable effects of
foreign exchange rate movements approximating $2.9 million.
Severance/transition cost
During the first quarter of 2001, as part of a cost reduction plan, we
reduced our workforce in excess of 700 people with a total anticipated annual
expense reduction of approximately $25.0 million. The severance related to those
terminations was $2.0 million. Transition costs were $8.3 million for the three
months ended June 30, 2000 and $15.7 million for the six months ended June 30,
2000. These costs related to our fourth quarter 1999 restructuring plan, and
were not previously accruable as part of the 1999 charge.
15
18
Interest income
Interest income was $1.9 million for the three months ended June 30, 2001
and $0.5 million for the three months ended June 30, 2000. Interest income was
$3.2 million for the six months ended June 30, 2001 and $0.6 million for the six
months ended June 30, 2000. The increase in interest income is due primarily to
an overall higher invested cash balance coupled with interest bearing assets
from our insurance subsidiary contributed from our former Parent.
Interest expense
Interest expense for the periods indicated comprised (in millions):
<Table>
<Caption>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------- ----------------
2001 2000 2001 2000
----- ----- ------ ------
Vehicle interest expense............................ $75.7 $87.9 $148.1 $165.8
Non-vehicle interest expense........................ 16.6 3.5 33.8 7.0
----- ----- ------ ------
$92.3 $91.4 $181.9 $172.8
===== ===== ====== ======
</Table>
The decrease in vehicle interest expense is due to lower average vehicle
debt outstanding for the comparative period coupled with lower weighted average
interest rates. The increase in non-vehicle interest expense is due primarily to
interest and debt issue costs related to our interim financing and our revolving
credit facilities. Amortization of debt issue costs relative to these facilities
approximated $6.3 million for the three months ended June 30, 2001 and $12.0
million for the six months ended June 30, 2001.
Fair value adjustment on interest rate hedges
Effective January 1, 2001 we adopted Statement of Financial Accounting
Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), as amended. For additional information regarding the adoption of
SFAS 133 please refer to Note 12 of our Notes to Condensed Consolidated
Financial Statements. The effect of applying these new standards for the three
months ended June 30, 2001 was a mark-to-market gain of approximately $1.0
million and for the six months ended June 30, 2001 was a mark-to-market loss of
$2.3 million. The amounts recognized related to the changes in fair market value
of the time value component of our stand-alone caps.
Loss on sale and leaseback transactions
As a result of weak operating performance and resulting declines in
operating cash flow we required additional liquidity to meet projected working
capital needs. During the quarter, we completed our previously announced program
of sale and leaseback transactions. Sales completed in the second quarter
yielded net proceeds of approximately $31.3 million. Sales completed for the
year to date period yielded net proceeds of approximately $110.3 million. The
leases, with terms of not less than 20 years, are treated as operating leases,
and will result in approximately $3.0 million per quarter of incremental rent
expense over and above the amounts incurred during 2000. Gains realized on the
sale of the properties have been deferred and are being recognized over the life
of the respective leases. Losses recognized currently in earnings approximated
$0.5 million for the three months ended June 30, 2001 and $4.2 million for the
six months ended June 30, 2001. Deferred transaction gains that will amortize
over the life of the leases approximated $34.1 million.
Provision/Benefit for income taxes
The provision (benefit) for income taxes was $(6.9) million for the three
months ended June 30, 2001 and $9.9 million for the three months ended June 30,
2000. The benefit for income taxes was $(32.5) million for the six months ended
June 30, 2001 and $(5.8) million for the six months ended June 30, 2000. The
increase in benefit for income taxes is due to a higher pre-tax loss for the
comparative periods. During the second quarter we have lowered our expected
effective tax rate from 39.0% to 33.8%. Accordingly, we have reflected the
required adjustments currently in the second quarter. Continued losses may
adversely affect our
16
19
ability to realize the currently recorded tax benefits and as such, we may be
required to revise our effective rate in future quarters.
Restructuring and other charges
During the fourth quarter of 1999, the Company approved and announced plans
to significantly restructure its operations, which resulted in a pre-tax
restructuring charge of $40.5 million. The restructuring plan included
provisions for the consolidation of the North American headquarters, headcount
reductions, and the closure of certain marginally profitable or unprofitable
domestic and international locations, as well as the reduction of fleet. At June
30, 2001, $5.5 million remained accrued relative to the 1999 plan, with most of
the remaining accruals being for severance and continuing lease obligations. The
remaining severance accrual of $1.2 million is expected to be substantially paid
by the end of the third quarter of 2001. Certain lease commitments will extend
to the remainder of the applicable term of the lease. We charged $1.3 million to
these reserves during the three month period ended June 30, 2001 and $3.3
million to these reserves during the six month period ended June 30, 2001. The
charges were primarily comprised of severance and rent paid during the period.
SEASONALITY
Our business, and particularly the leisure travel market, is highly
seasonal. Our third quarter, which includes the peak summer travel months, has
historically been the strongest quarter of the year. During the peak season, we
increase our rental fleet and workforce to accommodate increased rental
activity. As a result, any occurrence that disrupts travel patterns during the
summer period could result in a significant decrease in customer volume. The
first and fourth quarters for our operations are generally the weakest because
there is limited leisure travel and a greater potential for weather conditions,
either adverse or unseasonable, to impact our business. Many of our operating
expenses such as rent, general insurance and administrative personnel remain
fixed throughout the year and cannot be reduced during periods of decreased
rental demand. Given the seasonality of our operations, our revenue and variable
operating and selling expenses are generally higher in aggregate dollars during
the second and third quarters as compared to the first and fourth quarters. In
addition, in part due to seasonality, our cost of operations as a percentage of
revenue is generally higher during the first and fourth quarters as compared to
the second and third quarters.
17
20
Second Quarter 2001 versus First Quarter 2001
A summary of our quarterly operating results is as follows for the periods
indicated (in millions except for statistical amounts as noted):
<Table>
<Caption>
THREE MONTHS ENDED
------------------------------------
JUNE 30, MARCH 31,
2001 % 2001 %
-------- ----- --------- -----
Revenue............................................ $ 850.6 100.0% $ 769.1 100.0%
Direct operating costs............................. 354.9 41.6 336.3 43.7
Vehicle depreciation, net.......................... 271.1 31.9 241.6 31.4
Selling, general and administrative................ 162.7 19.1 157.8 20.5
Severance/transition cost.......................... -- -- 2.0 0.3
Amortization of intangible assets.................. 2.5 0.3 2.5 0.3
Interest income.................................... (1.9) (0.2) (1.3) (0.2)
Interest expense................................... 92.3 10.9 89.5 11.7
Fair value adjustment on interest rate hedges...... (1.0) (0.1) 3.3 0.4
Loss on sale and leaseback transactions............ 0.5 0.1 3.7 0.5
Other (income) expense, net........................ -- -- (0.6) (0.1)
-------- ----- -------- -----
Loss before income taxes........................... $ (30.5) (3.6)% $ (65.7) (8.5)%
======== ===== ======== =====
KEY STATISTICS
Revenue per day.................................. $ 35.54 $ 35.72
Charge days (in millions)........................ 23.6 21.2
Average fleet.................................... 337,388 304,460
Fleet utilization................................ 76.9% 77.5%
</Table>
Our second quarter is historically a stronger revenue period than the first
quarter. As such, revenue increased $81.5 million or 10.6% in the second quarter
as compared to the first quarter 2001. The increase in revenue is primarily
driven by an increase in rental volume of 11.1% offset by a decrease in pricing
of 0.5%.
Direct operating costs increased $18.6 million due to increases in variable
transaction costs, field personnel costs, and facility costs primarily the
result of increased rental volume. Offsetting these increases were decreases in
fleet expenses due to high turn-back costs being incurred in the first quarter
to reduce fleet size not recurring in the same magnitude for the second quarter.
Vehicle depreciation increased $29.5 million primarily due to the increase
of the fleet to meet seasonal demand. The average fleet size for the quarter
grew 10.8% from first quarter levels to approximately 337,388 average units for
the second quarter.
Selling, general and administrative costs increased $4.9 million primarily
due to professional fees incurred relative to our refinancing efforts and
exploration of various strategic alternatives.
Interest expense components are as follows for the three month periods
indicated (in millions):
<Table>
<Caption>
JUNE 30, MARCH 31,
2001 2001
-------- ---------
Vehicle interest expense.................................... $75.7 $72.4
Non-vehicle interest expense................................ 16.6 17.1
----- -----
$92.3 $89.5
===== =====
</Table>
The increase in vehicle interest expense is due to higher average vehicle
debt outstanding in the current period. Amortization of debt issue costs
included in non-vehicle interest expense approximately $6.3 million for the
second quarter 2001 and $5.7 million for the first quarter of 2001.
18
21
CASH FLOWS
The following discussion relates to the major components of changes in cash
flows for the six month periods ended June 30, 2001 and 2000.
Cash Flows from Operating Activities
Cash used in operating activities was $601.3 million for the six months
ended June 30, 2001, and cash used in operating activities was $890.2 million
for the six months ended June 30, 2000. The decrease in cash used in operating
activities in 2001 as compared to 2000 is primarily due to reduced vehicle
purchases in order to operate a smaller average fleet, and changes in working
capital including lower vehicle manufacturer receivables. The decrease in
amounts due from manufacturers is primarily the result of the timing of cash
receipts from manufacturers for vehicle dispositions.
Cash Flows from Investing Activities
Cash flows provided by investing activities were $91.1 million for the six
months ended June 30, 2001, and cash flows used in investing activities were
$9.2 million for the six months ended June 30, 2000. The increase in cash
provided by investing activities, as previously discussed, is due to proceeds
from our sale and leaseback transactions. Cash flows used in investing
activities for capital additions during the six months ended June 30, 2001 were
$22.4 million and during the six months ended June 30, 2000 were $41.4 million.
For the remainder of 2001 we expect to fund capital expenditures with cash flow
from current operations.
Cash Flows from Financing Activities
Cash flows provided by financing activities for the six months ended June
30, 2001 were $585.4 million, and cash flows provided by financing activities
were $892.3 million for the six months ended June 30, 2000. The decrease in cash
flows from financing activities in 2001 as compared to 2000 is primarily due to
lower overall net proceeds from other non-vehicle financings. In addition, in
the first half of 2000, we received capital contributions from our former Parent
of approximately $209.0 million. Please refer to our discussion on Financial
Condition contained within the Management's Discussion and Analysis of Financial
Condition and Results of Operations.
FINANCIAL CONDITION
Our capital structure consists of vehicle debt, non-vehicle debt (also
referred to on our balance sheet as "other debt"), and equity contributed to us
by our former Parent. Vehicle debt represents the debt programs used to finance
our fleet and consists of: (1) commercial paper programs; (2) asset-backed
medium-term and auction-rate note programs; and (3) various other committed and
uncommitted fleet facilities used to fund our European operations. Our
non-vehicle financing consists of: (1) a three-year secured revolving credit
facility with two years remaining; (2) a one-year supplemental revolving credit
facility, which was converted to a two-year term note; (3) a six year term loan;
(4) notes payable to a vehicle manufacturer used for working capital; (5) a
seller-financed acquisition note payable; and (6) various international working
capital arrangements related to our European and Canadian operations.
Vehicle Debt
As of June 30, 2001 our commercial paper program was a $625.0 million
single-seller commercial paper program. In July 2001 the program was reduced to
$420.0 million. Borrowings under this program are secured by eligible vehicle
collateral and bear interest at market based commercial paper rates. The program
has been extended for an additional sixty-day period and will expire in
September 2001. The resized $420.0 million single-seller commercial paper
program which expires in September 2001 is supported by $400.0 million of bank
lines of credit which provide liquidity backup for the facility as well as $20.0
million of restricted cash which provide liquidity backup and credit enhancement
for the facility. During the sixty-day extension period for the single-seller
commercial paper program we expect to refinance it with similar asset-backed
financings.
19
22
We have financed $300.0 million of our seasonal fleet capacity with
variable funding notes which will expire in October 2001. Also, we have financed
maturing capacity with an auction-rate note program that has total capacity of
$531.3 million. Our medium-term note financings mature at various dates through
2005 and total $3.9 billion at June 30, 2001. In May 2001, to replace maturing
capacity, we issued $600.0 million of rental vehicle asset-backed medium-term
notes at a floating rate based upon a spread over LIBOR. We capped the effective
interest rate on these notes at 7.74% through the use of certain derivative
instruments.
Non-vehicle Debt
In June 2000, we entered into a three-year secured revolving credit
facility with a borrowing base capacity of up to $175.0 million at a floating
rate, currently based upon a spread of 2.75% above LIBOR. We also entered into a
supplemental secured revolving credit facility with availability of the lesser
of (1) $40.0 million and (2) an amount equal to $175.0 million less the
borrowing base of the $175.0 million secured revolving credit facility. As of
July 15, 2001, the borrowing base under the $175.0 million secured revolving
credit facility approximated $76.1 million, of which approximately $62.9 million
was used to support outstanding letters of credit. In connection with the
consummation of the sale and leaseback transactions through June 30, 2001 the
borrowing base under the $175.0 million secured revolving credit facility
decreased by approximately $40.8 million from December 31, 2000 levels. On its
one year maturity date, our supplemental secured revolving credit facility was
converted into a term loan maturing on May 31, 2003. Interest on the
supplemental secured term loan is payable at a floating rate, initially based
upon a spread of 4.5% above LIBOR and increasing by 50 basis points on the first
day of each January, April, July and October.
We also entered into an agreement with a lender on June 30, 2000 for
interim financing of $225.0 million in connection with our separation from our
former Parent. The initial term of the interim financing was 12 months. We have
extended $200.0 million of the interim financing into a six-year term loan and
became obligated to issue warrants representing approximately 3.7 million shares
and pay a fee of $6.0 million. The term loan bears interest at an increasing
rate starting at 14.0% as of July 1, 2001 and increases by 50 basis points each
90 day period up to a maximum rate of 18.0%. The term loan may, at the option of
the lender, be exchanged into a fixed rate note with a similar maturity. The
warrants have a term of 10 years and an exercise price of $0.01 per share. The
fair value of the warrants on June 30, 2001 was $11.0 million. The warrants are
treated as a note discount, and are being amortized as a component of interest
expense, over the term of the refinancing. Upon request of the holder of the
notes and warrants we are required to file registration statements with the
Securities and Exchange Commission which will register the fixed rate notes
referred to above and the shares of common stock issuable upon the exercise of
the warrants. To the extent we do not file these registration statements or they
are not declared effective within certain time constraints we will be required
to pay penalties. In connection with the consummation of our sale and leaseback
transactions, we would have been obligated to use the proceeds to pay-down the
interim financing. As part of an amendment to such facility, the lender agreed
that such proceeds could be used for general corporate purposes and that on
September 30, 2001 we would be required to pay-down the interim financing by
approximately $70.0 million.
Our governing documents for our credit facilities and interim financing,
entered into during 2000 and subsequently amended, require us to maintain
certain financial ratios including, but not limited to financial performance
measures and limits on additional indebtedness. In addition these documents
restrict our ability to: sell assets; grant or incur liens on our assets; repay
certain indebtedness; pay dividends; make certain investments or acquisitions;
issue certain guarantees; enter certain sale and leaseback transactions;
repurchase or redeem capital stock; engage in mergers or consolidations; and
engage in certain transactions with our affiliates. As of and for the four
quarters ended June 30, 2001 the Company complied with financial covenants and
other restrictions, as amended. Any failure to comply with these restrictions
would allow our lenders to accelerate their indebtedness and seek other remedies
available to secured lenders.
Separately, we use interest rate derivative financial instruments to manage
the impact of interest rate changes on our variable rate debt. These derivative
instruments consist of interest rate caps and floors. The amounts exchanged by
the counterparties are based upon the notional amounts and other terms,
generally related to interest rates. Notional principal amounts related to
interest rate caps and floors as of June 30, 2001 were $2.88 billion and $800.0
million, respectively. The interest rate caps and floors effect a weighted
average
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interest rate of 6.68% as of June 30, 2001. Variable rates on the interest rate
caps and floors are indexed to LIBOR. Including our interest rate derivatives,
our ratio of fixed interest rate debt to total debt (with vehicle and
non-vehicle debt) outstanding was 91.1% as of June 30, 2001. As of June 30,
2001, including interest rate collars on variable rate debt, 31.5% of our
vehicle debt is fixed while, 60.9% of our vehicle debt is capped at rates
ranging from 5.73% to 10.25%. The remaining 7.6% of our vehicle debt is variable
rate based upon a spread over LIBOR and as such subject to interest rate
changes.
In the normal course of business, we are required to post performance and
surety bonds, letters of credit, and/or cash deposits as financial guarantees of
our performance. To date, we have satisfied financial responsibility
requirements for regulatory agencies and insurance companies by making cash
deposits, obtaining surety bonds or by obtaining bank letters of credit. At June
30, 2001, we had outstanding surety bonds of approximately $139.6 million, the
majority of which expire during 2001. Because of our financial performance and a
difficult surety market we currently expect to provide our principle surety
provider a second priority security interest in certain fleet assets and a third
priority security interest in all corporate assets in the amount of our
outstanding surety bonds. We also expect to agree to certain limits on the
amount of senior secured debt we could incur without obtaining the consent of
our surety. Continued losses will adversely affect our financial condition and
our ability to maintain or renew these surety bonds. In addition, we can not
assure you that our primary surety provider will continue to consent to
maintaining these surety bonds or provide new bonds or renew existing bonds as
needed, which could have a material adverse effect on our business, consolidated
results of operations and/or our financial condition.
Financing Requirement
We have recently entered into sale and leaseback transactions for some of
our owned land and buildings. As of June 30, 2001 we consummated transactions
with approximately $110.3 million of net proceeds, which was used for general
corporate purposes. In connection with our sale and leaseback transactions, we
would have been obligated to use the proceeds to prepay the interim financing.
However, as part of an amendment to such facility, the lender agreed that such
proceeds could be used for general corporate purposes and that on September 30,
2001 we would be required to pay-down the interim financing by approximately
$70.0 million. In part, as consideration for the receipt of these amendments we
granted the lender under our interim financing a lien on the proceeds of such
sale, and we agreed to grant such lender a second priority security interest in
certain fleet assets and a third priority security interest in all corporate
assets.
In addition, we have been engaged in investigating, and are continuing to
pursue, strategic alternatives to maximize shareholder value and strengthen the
Company's financial condition. We have engaged Lehman Brothers to assist us in
evaluating these options, which could include, among other possibilities, a
significant investment by a third party or the sale of the Company. However, we
cannot provide you with any assurance that such an agreement will be
forthcoming.
Continued Losses
Continued losses will adversely affect our financial condition and may
affect our ability to obtain incremental financing, comply with certain
covenants contained within our loan agreements and fully utilize certain
deferred tax and intangible assets. There is no assurance that we will be able
to generate sufficient operating cash flows, secure additional financing
facilities to meet our on-going financing needs, refinance existing
indebtedness, comply with covenants in future periods or fully utilize certain
deferred tax and intangible assets.
FORWARD-LOOKING STATEMENTS
Certain statements and information included in this Form 10-Q constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements contain or express our
intentions, beliefs, expectations, strategies or predictions for the future. In
addition, from time to time our representatives or we may make forward-looking
statements orally or in writing. Forward-looking
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statements included in the report include, among other things, statements
regarding our ability to secure additional financing and refinance existing
indebtedness.
These forward-looking statements involve 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 the forward-looking statements. These
factors include, among others, the effect of our indebtedness on our operations,
the availability and cost of capital, the impact of competition in the
automotive rental industry, costs and other factors related to the acquisition
and disposition of vehicles, including our reliance on repurchase programs and
automobile manufacturers, our reliance on our principal surety provider and
risks that our surety provider will call existing bonds or fail to provide
future bonds, the seasonal nature of our business and the impact of decreases in
air travel, our ability to utilize certain tax and intangible assets, the
effects of legal proceedings and regulatory matters on our business, and the
impact of general economic conditions, as well as other factors discussed in our
Annual Report on Form 10-K and other filings which we make with the Securities
and Exchange Commission.
We undertake no obligation to update or revise publicly any forward-looking
statement, whether as a result of new information, future events or otherwise,
other than as required by law. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained in this
filing.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") released
Statement of Financial Accounting Standards No. 141, Business Combinations which
supercedes Accounting Principles Board (APB) Opinion No 16, Business
Combinations. SFAS 141 eliminates the pooling-of-interests method of accounting
for business combinations and modifies the application of the purchase
accounting method. The elimination of the pooling-of-interests method is
effective for transactions initiated after June 30, 2001. The remaining
provisions of SFAS 141 will be effective for transactions accounted for using
the purchase method that completed after June 30, 2001. At this time, the
Statement will not have an impact on our consolidated financial statements.
In June 2001, FASB also released Statement of Financial Accounting
Standards No. 142, Goodwill and Intangible Assets which supercedes APB Opinion
No. 17, Intangible Assets. SFAS 142 eliminates the current requirement to
amortize goodwill and indefinite-lived intangible assets, addresses the
amortization of intangible assets with a defined life and addresses the
impairment testing and recognition for goodwill and intangible assets. SFAS 142
will apply to goodwill and intangible assets arising from transactions completed
before and after the Statement's effective date. SFAS 142 is effective for the
Company beginning January 1, 2001.
Upon the adoption of SFAS No. 142 we will perform a detailed review for
impairments of intangible assets at the reporting unit level. At this time, we
are unable to quantify the impact of this Statement on our financial statements.
As of June 30, 2001 net intangible assets related to acquisitions approximated
$342.0 million. Amortization of these intangibles approximates $10.0 million per
year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The tables below provide information about our market sensitive financial
instruments and constitute "forward-looking statements." All items described are
non-trading.
Our major market risk exposure is changing interest rates, primarily in the
United States. Due to our limited foreign operations, we do not have material
market risk exposures relative to changes in foreign exchange rates. Our policy
is to manage interest rates through the use of a combination of fixed and
floating rate debt. We use interest rate derivatives to adjust interest rate
exposures when appropriate, based upon market conditions. These derivatives
consist of interest rate caps and floors which we enter into with a group of
financial institutions with investment grade credit ratings, thereby minimizing
the risk of credit loss. We use variable to fixed interest rate caps and floors
to manage the impact of interest rate changes on our variable rate
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debt. Expected maturity dates for variable rate debt and interest rate swaps,
caps and floors are based upon the Company's expected maturity dates. Average
pay rates under interest rate swaps are based upon contractual fixed rates.
Average variable receive rates under interest rate swaps are based on implied
forward rates in the yield curve at the reporting date. Average rates under
interest rate caps and floors are based upon contractual rates.
Fair value estimates are made at a specific point in time, based on
relevant market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment. The fair value of variable rate debt approximates the carrying value
since interest rates are variable and, thus, approximate current market rates.
The fair value of interest rate caps and floors is determined from valuation
models which are then compared to dealer quotations and represents the
discounted future cash flows through maturity or expiration using current rates,
and is effectively the amount we would pay or receive to terminate the
agreements. The fair value of interest rate swaps is determined from dealer
quotations and represents the discounted future cash flows through maturity or
expiration using current rates, and is effectively the amount we would pay or
receive to terminate the agreements.
<Table>
<Caption>
EXPECTED MATURITY DATE FAIR VALUE
--------------------------------------------------------- JUNE 30,
JUNE 30, 2001: 2001 2002 2003 2004 2005 THEREAFTER TOTAL 2001
- -------------- ------ ------ ------ -------- ------ ---------- -------- ------------
(IN MILLIONS)
Asset/(Liability)
Variable rate debt.......................... $776.6 $501.2 $540.0 $1,000.0 $300.0 $220.9 $3,338.7 $3,338.7
Average interest rates.................... 4.43% 4.19% 4.53% 4.13% 4.12% 4.58% -- --
Interest rate caps.......................... 402.4 458.0 500.0 1,000.0 300.0 220.9 2,881.3 27.5
Average rate.............................. 7.10% 5.73% 7.30% 6.53% 7.74% 7.88% -- --
Interest rate floors........................ -- -- 500.0 300.0 -- -- 800.0 (44.0)
Average rate.............................. -- -- 7.30% 6.26% -- -- -- --
</Table>
<Table>
<Caption>
EXPECTED MATURITY DATE FAIR VALUE
------------------------------------------------------- DECEMBER 31,
DECEMBER 31, 2000: 2001 2002 2003 2004 2005 THEREAFTER TOTAL 2000
- ------------------ ------ ------ ------ ------ ------ ---------- -------- ------------
(IN MILLIONS)
Asset/(Liability)
Variable rate debt............................ $760.0 $595.6 $500.0 $700.0 $ -- $ -- $2,555.6 $2,555.6
Average interest rates...................... 6.73% 6.98% 6.90% 6.94% -- -- -- --
Interest rate caps............................ -- 550.0 500.0 700.0 -- -- 1,750.0 24.7
Average rate................................ -- 5.73% 7.30% 6.26% -- -- -- --
Interest rate floors.......................... -- -- 500.0 300.0 -- -- 800.0 (34.0)
Average rate................................ -- -- 7.30% 6.26% -- -- -- --
</Table>
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of the security holders at
the Company's Annual Meeting of Stockholders held on May 14, 2001.
Proposal 1. Election of Directors. Votes as follows:
<Table>
<Caption>
TOTAL VOTE FOR TOTAL VOTE WITHHELD
EACH DIRECTOR FROM EACH DIRECTOR
-------------- -------------------
Michael S. Egan................................ 37,068,297 418,579
Gordon M. Bethune.............................. 37,385,394 101,482
J. P. Bryan.................................... 36,833,885 652,991
John O. Grettenberger, Sr...................... 37,384,718 102,158
H. Wayne Huizenga.............................. 36,708,341 778,535
William N. Plamondon, III...................... 37,385,995 100,881
</Table>
Proposal 2. Approval of an amendment to the Company's Stock Option Plan.
Votes as follows:
<Table>
<Caption>
FOR AGAINST ABSTAIN NO VOTE
--- --------- ------- -------
34,181,953 3,269,938 34,985 0
</Table>
Proposal 3. Certification of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001. Votes as
follows:
<Table>
<Caption>
FOR AGAINST ABSTAIN NO VOTE
--- --------- ------- -------
37,407,799 67,031 12,046 0
</Table>
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Third amendment, dated as of June 26, 2001, to the Amended
and Restated Credit Agreement, dated as of June 30, 2000,
among ANC Rental Corporation, Lehman Brothers Inc., Lehman
Commercial Paper Inc., Bankers Trust Company, and Congress
Financial Corporation (Florida).
4.2 Third amendment, dated as of June 26, 2001, to the Amended
and Restated Credit Agreement, dated as of June 30, 2000,
among ANC Rental Corporation, Lehman Brothers Inc., and
Lehman Commercial Paper Inc.
4.3 First amendment, dated as of June 22, 2001, to the Debt
Registration Rights Agreement, dated as of June 30, 2000
among ANC Rental Corporation, the subsidiaries of the
Company parties thereto, and Lehman Commercial Paper Inc.
4.4 First Amendment, dated as of June 22, 2001, to the Equity
Registration Rights Agreement, dated as of June 30, 2000,
among ANC Rental Corporation, and Lehman Commercial Paper
Inc.
</Table>
(b) REPORTS ON FORM 8-K.
Form 8-K, dated April 30, 2001 (filed April 30, 2001), Item 9, reporting
ANC Rental Corporation results for the three months ended March 31, 2000.
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SIGNATURES
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.
<Table>
Dated: August 10, 2001 ANC RENTAL CORPORATION
By: /s/ KATHLEEN W. HYLE
-----------------------------------------------------
Kathleen W. Hyle
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized
Officer)
</Table>
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