U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB (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, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ____________ to ____________ Commission File Number 0-14819 RENT-A-WRECK OF AMERICA, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its Charter) Delaware 95-3926056 - --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 11460 Cronridge Drive, Suite 120, Owings Mills, MD 21117 - -------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Issuer's telephone number: (410) 581-5755 ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,943,217 shares as of July 23, 1999. Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X] RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES FORM 10-QSB - JUNE 30, 1999 INDEX Part I. Financial Information Page ---- Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1999 and June 30, 1999 (Unaudited) 2-3 Consolidated Statements of Earnings for the Three Months ended June 30, 1998 and 1999 (Unaudited) 4 Consolidated Statements of Cash Flows for the Three Months ended June 30, 1998 and 1999 (Unaudited) 5 Notes to Consolidated Financial Statements (Unaudited) 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 Part II. Other Information Item 2. Changes in Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS March 31, June 30, 1999 1999 ----------- ----------- (Unaudited) CURRENT ASSETS: Cash and Cash Equivalents $ 861,794 $ 1,152,602 Restricted Cash 718,543 720,565 Accounts Receivable, net of allowance for doubtful accounts of $655,418 and $733,547 at March 31, 1999 and June 30, 1999, respectively: Continuing License Fees and Advertising Fees 336,242 350,511 Current Portion of Notes Receivable 388,812 393,689 Current Portion of Direct Financing Leases 7,850 3,408 Insurance Premiums Receivable 635,532 721 Other 61,081 80,107 Prepaid Expenses 166,421 160,293 Deferred Taxes 199,028 227,690 ----------- ----------- TOTAL CURRENT ASSETS 3,375,303 3,089,586 ----------- ----------- PROPERTY AND EQUIPMENT: Furniture 93,505 93,505 Computer Hardware and Software 370,012 373,243 Machinery and Equipment 82,650 82,650 Leasehold Improvements 37,896 37,896 Vehicles 90,507 92,310 ----------- ----------- 674,570 679,604 Less: Accumulated Depreciation and Amortization (388,887) (415,705) ----------- ----------- NET PROPERTY AND EQUIPMENT 285,683 263,899 ----------- ----------- OTHER ASSETS: Intangible Assets, net of accumulated amortization of $126,192 and $131,510 at March 31, 1999 and June 30, 1999, respectively 192,872 203,413 Long-term Portion of Notes and Direct Financing Lease Receivables 32,088 59,581 ----------- ----------- 224,960 262,994 TOTAL ASSETS $ 3,885,946 $ 3,616,479 =========== =========== The accompanying notes are an integral part of these financial statements. 2 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY March 31, June 30, 1999 1999 ----------- ----------- (Unaudited) CURRENT LIABILITIES: Accounts Payable and Accrued Expenses $ 709,506 $ 588,055 Dividends Payable 22,782 22,600 Insurance Financing Payable 564,684 472,581 Insurance Loss Reserves 366,022 418,453 Income Taxes Payable 181,662 9,984 ----------- ----------- TOTAL CURRENT LIABILITIES 1,844,656 1,511,673 ----------- ----------- TOTAL LIABILITIES 1,844,656 1,511,673 ----------- ----------- COMMITMENTS AND CONTINGENCIES -- -- SHAREHOLDERS' EQUITY: Convertible Cumulative Series A Preferred Stock, $.01 par value; authorized 10,000,000 shares; issued and outstanding 1,139,125 and 1,130,000 shares at March 31, 1999 and at June 30, 1999 (aggregate liquidation preference $911,300 and $904,000 at March 31, 1999 and June 30, 1999) 11,391 11,300 Common Stock, $.01 par value; authorized 25,000,000 shares; issued and outstanding 3,934,092 shares at March 31, 1999 and 3,943,217 shares at June 30, 1999 39,340 39,432 Additional Paid-In Capital 2,209,182 2,209,182 Accumulated Deficit (218,623) (155,108) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 2,041,290 2,104,806 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,885,946 $ 3,616,479 =========== =========== The accompanying notes are an integral part of these financial statements. 3 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended June 30, ---------------------------- 1998 1999 ---------- ----------- REVENUES: Initial License Fees $ 312,000 $ 362,001 Continuing License Fees 582,578 679,305 Advertising Fees 191,455 220,784 Insurance Premiums 162,043 175,849 Other 37,533 41,222 ---------- ---------- 1,285,609 1,479,161 EXPENSES: Salaries, Consulting Fees and Employee Benefits 204,187 246,437 Advertising and Promotion 285,171 322,019 Insurance Underwriting Expenses 137,060 144,954 Sales and Marketing 169,830 178,364 General and Administrative 245,456 234,361 Depreciation and Amortization 34,019 32,135 ---------- ---------- 1,075,723 1,158,270 OPERATING INCOME 209,886 320,891 OTHER INCOME (EXPENSE) Interest Income 21,286 24,393 Interest Expense (5,166) (6,614) ---------- ---------- 16,120 17,779 ---------- ---------- INCOME BEFORE INCOME TAX EXPENSE 226,006 338,670 INCOME TAX EXPENSE 59,342 105,639 ---------- ---------- NET INCOME $ 166,664 $ 233,031 DIVIDENDS ON CONVERTIBLE CUMULATIVE PREFERRED STOCK 27,320 22,600 ---------- ---------- NET INCOME AFTER DIVIDENDS ON CONVERTIBLE CUMULATIVE PREFERRED STOCK $ 139,344 $ 210,431 ---------- ---------- EARNINGS PER COMMON SHARE Basic $ .03 $ .05 ---------- ---------- Weighted average common shares 4,162,888 3,940,409 ========== ========== Diluted $ .03 $ .04 ---------- ---------- Weighted average common shares plus options and warrants 5,631,968 5,893,288 ========== ========== The accompanying notes are an integral part of these financial statements. 4 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended June 30, -------------------------- 1998 1999 ----------- ----------- Increase (decrease) in cash and cash equivalents Cash flows from operating activities: Net income $ 166,664 $ 233,031 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 34,019 32,135 Deferred income taxes -- (28,665) Provision for doubtful accounts 44,091 78,129 Changes in assets and liabilities: Accounts and notes receivable 428,332 495,459 Prepaid expenses (4,753) 6,128 Accounts payable and accrued expenses (100,786) (121,633) Income taxes payable (251,864) (171,678) Insurance loss reserves (56,404) 52,431 ---------- ---------- Net cash provided by operating activities 259,299 575,337 ---------- ---------- Cash flows from investing activities: (Increase) decrease in restricted cash (354,949) (2,022) Acquisition of property and equipment (55,771) (5,892) Additions to intangible assets (2,005) (14,815) ---------- ---------- Net cash used in investing activities (412,725) (22,729) ---------- ---------- Cash flow from financing activities: Decrease in insurance financing payable (23,256) (92,103) Issuance of common stock 16,000 -- Retirement of common stock (84,543) -- Preferred dividends paid (71,622) (169,697) ---------- ---------- Net cash used in financing activities (163,421) (261,800) ---------- ---------- Net increase (decrease) in cash and cash equivalents (316,847) 290,808 Cash and cash equivalents at beginning of period 1,215,615 861,794 ---------- ---------- Cash and cash equivalents at end of period $ 898,768 $1,152,602 ---------- ---------- Supplemental disclosure of cash flow information: Interest paid $ 5,166 6,614 Taxes paid $ 307,100 $ 301,700 The accompanying notes are an integral part of these financial statements. 5 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 1. CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements presented herein include the accounts of Rent-A-Wreck of America, Inc. ("RAWA, Inc.") and its wholly owned subsidiaries, Rent-A-Wreck Operations, Inc. ("RAW OPS"), Rent-A-Wreck One Way, Inc. ("RAW One Way"), Consolidated American Rental Insurance Company, LTD ("CAR Insurance") and Bundy American Corporation ("Bundy"), and Bundy's subsidiaries, Rent-A-Wreck Leasing, Inc. ("RAW Leasing"). All of the above entities are collectively referred to as the "Company" unless the context provides or requires otherwise. All material intercompany balances and transactions have been eliminated in the consolidated financial statements. The consolidated balance sheet as of June 30, 1999, and the consolidated statements of earnings and cash flows for the three-month periods ended June 30, 1998 and 1999 have been prepared by the Company without audit. In the opinion of management, all adjustments which are necessary to present a fair statement of the results of operations for the interim periods have been made, and all such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 1999 audited financial statements. The results of operations for the interim periods are not necessarily indicative of the results for a full year. 2. PREFERRED STOCK On May 7, 1999, the Company paid 100% of remaining dividend arrearages ($146,915) on the Company's Convertible Cumulative Series A Preferred Stock. For the quarter ended June 30, 1999, the Company declared dividends on the Preferred Stock totaling $22,600 which are expected to be paid during the second quarter of the Company's fiscal year. 6 3. EARNINGS PER SHARE A reconciliation of the numerators and denominators utilized in the computation of basic and diluted earnings per share for the three-month periods ended June 30, 1998 and 1999 is as follows: 1998 1999 ---------- ---------- BASIC EPS COMPUTATION Numerator: Net income applicable to common shares $ 139,344 $ 210,431 Denominator: Weighted average common shares 4,162,888 3,940,409 ---------- ---------- Basic EPS $ .03 $ .05 ========== ========== DILUTED EPS COMPUTATION Numerator: Net income applicable to common shares $ 139,344 $ 210,431 Dividends on convertible preferred stock 27,320 22,600 ---------- ---------- 166,664 233,031 ---------- ---------- Denominator Weighted average common shares 4,162,888 3,940,409 Weighted average convertible preferred stock 1,366,000 1,132,808 Weighted average options and warrants 103,080 820,071 ---------- ---------- 5,631,968 5,893,288 ---------- ---------- Diluted EPS $ .03 $ .04 ========== ========== 4. LITIGATION The Company is party to legal proceedings incidental to its business from time to time. Certain claims, suits and complaints arise in the ordinary course of business and may be filed against the Company. Based on facts now known to the Company, management believes all such matters are adequately provided for, covered by insurance or, if not so covered or provided for, are without merit, or involve such amounts that would not materially adversely affect the consolidated results of operations or financial position of the Company. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO JUNE 30, 1998 Revenue from franchising operations, which includes initial license fees, continuing license fees and advertising fees, increased by $176,057 (16%) over the 1998 three months results ended June 30, 1998. Initial license fees increased by $50,001 (16%) due to the addition of new franchises. Continuing license fees increased by $96,727 (17%), and advertising fees increased by $29,329 (15%). These increases resulted primarily from fleet growth at existing franchises. Revenues from insurance premiums increased by $13,806 (9%) due to higher participation by the Company's franchisees in the Company's CAR Insurance program offered by a subsidiary that commenced operations in March 1997. Other revenue increased by $3,689 (10%) due primarily to an increase in promotional material purchased by the Company's franchisees. Total operating expenses increased by $82,547 (8%) in this period compared to the same period in the prior year. Salary expense increased by $42,250 (21%) primarily as a result of hiring additional employees in response to the growth of the Company. Advertising and promotion expenses increased by $36,848 (13%), which resulted primarily from an increase in national advertising expense to promote the Company. Insurance underwriting expenses increased by $7,894 (6%) due to an increase in paid losses and loss reserves for future claims in connection with higher participation of the Company's franchisees in its CAR Insurance program. Sales and marketing expenses increased by $8,534 (5%), which resulted primarily from a larger amount of franchise sales made in this period compared to the same period in the prior year. General and administrative expenses decreased by $11,095 (5%), which resulted primarily from a reduction in legal and other professional fees. Depreciation and amortization expense decreased by $1,884 (6%) in this period compared to the same period in the prior year. This decrease was primarily due to disposal of assets offset by additional investment in computer software and hardware. The Company realized operating income of $320,891, before taxes and interest, for the three-month period ended June 30, 1999 compared to operating income of $209,886 for the same period in the prior year, reflecting an increase of $111,005 (53%). This increase resulted primarily from the increase in initial license fees and continuing license fees due to the addition of new franchises and fleet growth at existing franchises. 8 Net interest income increased $1,659 (10%). This increase was primarily due to interest earned on the increased cash deposits which are held in interest bearing accounts. Income tax expense for the three-month period ended June 30, 1999 increased by $46,297 (78%) compared to the three-month period ended June 30, 1998 due to higher pre-tax earnings, partially offset by a reduction in the deferred tax asset valuation allowance. The valuation allowance has been reduced in light of favorable earnings and expected future earnings and is re-assessed quarterly. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1999, the Company had working capital of $1,577,913 compared to $1,530,647 at March 31, 1999. This increase of $47,266 resulted primarily from the net profit earned during the three-month period ended June 30, 1999, reduced by the payoff of all dividend arrearages on the Company's Preferred Stock. The Company has finalized a $1,000,000 letter of credit with The Chase Manhattan Bank ("Chase") in connection with the Company's CAR Insurance subsidiary. This letter of credit is part of the reinsurance agreement with American International Group ("AIG") to secure payment of claims. Funds drawn against the letter of credit bear interest at 3% plus Chase's prime commercial lending rate (which prime rate was 8% on July 23, 1999). For the quarter ended June 30, 1999, AIG has not drawn any funds from the letter of credit. This letter of credit is secured by a pledge of all of the Company's assets. The Company rents its office facilities under the terms of an operating lease. The monthly office facilities lease commitments were $5,449 and $5,670 at June 30, 1998 and 1999, respectively. Property and equipment increased by $5,034 (.8%) from March 31, 1999 to June 30, 1999. This increase occurred primarily due to additional investment in computer software and hardware. Cash provided by operations was $575,337, resulting primarily from net income before depreciation plus the decrease in accounts and notes receivable and prepaid expenses and the increase in insurance loss reserves, offset by the decrease in the Company's accounts payable and accrued expenses and income taxes payable. Accounts and notes receivable decreased primarily due to funds received from AIG in connection with the reinsurance program. Accounts payable and accrued expenses decreased primarily due to the payment of professional fees in connection with the reinsurance program. Income taxes payable decreased primarily due to estimated income taxes paid for the year ended March 31, 1999. 9 Cash used in investing activities of $22,729 related primarily to the acquisition of computer software, hardware, annual costs associated with renewing trademarks and an increase in restricted cash due to the Company's additional liability to the national advertising fund. Cash used in financing activities during the same period was $261,800, resulting from a decrease in insurance financing payable and the payment of preferred dividends. The Company believes it has sufficient working capital to support its business plan through fiscal 2000. IMPACT OF INFLATION Inflation has had no material impact on the operations and financial condition of the Company. The statements regarding anticipated future performance of the Company contained in this report are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the Company's actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the Company's limited experience in the reinsurance business and the potential for negative claims experience, the effects of government regulation of the Company's franchise and insurance programs including maintaining properly registered franchise documents and making any required alterations in the Company's franchise program to comply with changes in the laws, competitive pressures from other motor vehicle rental companies which have greater marketing and financial resources than the Company, protection of the Company's trademarks, and the dependence on the Company's relationships with its franchisees. These risks and uncertainties are more fully described under the caption, "Item 6 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Important Factors" in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999. All forward-looking statements should be considered in light of these risks and uncertainties. YEAR 2000 ISSUE The Year 2000 issue is a result of computer programs being written using two digits rather than four to define the applicable year. The Company's computer equipment, software and devices with embedded technology that are time sensitive may recognize the date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruption of operations, including, among other things, a temporary inability to process transactions or engage in ordinary business activities. The Company has undertaken various initiatives intended to ensure that its computer equipment and software will function properly with respect to the year 2000 and thereafter. For this purpose, the term "computer equipment and software" includes systems that are commonly thought of as information technology systems, including accounting, data processing, telephone and PBX systems as well as alarm systems, fax machines and other miscellaneous systems. Both information technology and non-information technology systems may contain embedded technology which complicates the year 2000 identification, assessment, remediation and testing efforts. 10 Using both internal and external resources to identify the needed Year 2000 remediation, the Company currently believes that its Year 2000 identification, assessment, remediation and testing efforts which began in 1998 are completed and any additional equipment purchased hereafter will be Year 2000 compliant. Consequently, and based upon independent experts' review, the Company believes that it is Year 2000 compliant. Most of the information the Company receives in the ordinary course is in written form and entered by the Company into its computer records. For example, reports from franchisees and others are prepared in written form and not received electronically. The Company has orally confirmed with key vendors that they either have addressed or expect to address all significant Year 2000 issues on a timely basis. The Company believes that the cost of its Year 2000 identification, assessment, remediation and testing efforts as well as those current and anticipated costs to be incurred by the Company with respect to Year 2000 issues of third parties will not exceed $5,000, which expenditures will be funded from operating cash flows. As of June 30, 1999, the Company had incurred costs of approximately $1,000. The Company presently believes that the Year 2000 issue will not pose significant operational problems for the Company; however, if all Year 2000 issues are not properly identified or if assessment, remediation and testing are not effected timely, there can be no assurances that the Year 2000 issue will not materially adversely affect the Company's results of operations or adversely affect the Company's relationship with customers, vendors or others. Additionally, there can be no assurances that the Year 2000 issues of other entities will not have a material adverse effect on the Company's systems or results of operations. Because the Company believes that all items have been resolved, the Company has not begun or completed an analysis of the operational problems and costs (including lost revenues) that would be reasonably likely to result from a failure of the Company and certain third parties to complete efforts to achieve Year 2000 compliance on a timely basis, nor has a contingency plan been developed for dealing with the most reasonably likely worst-case scenario, and such scenario has not been clearly identified. The Company does not plan to complete analysis and contingency plans because it believes it is Year 2000 compliant. During early 1998, the Company engaged an independent expert to evaluate its Year 2000 identification, assessment, remediation and testing efforts, and such fees have been included in the amount spent to date. The above information is based upon management's best estimates and was derived using numerous assumptions regarding future events, including the continued availability of third party remediation plans and other factors. There can be no assurances that these estimates will prove to be accurate, and actual results could differ materially from those currently anticipated. Specific factors that could cause such material differences include, but are not limited to, availability and cost of personnel trained in Year 2000 issues, the ability to identify, assess and remediate and test all relevant computer codes and imbedded technology and similar uncertainties. 11 SELECTED FINANCIAL DATA Set forth below are selected financial data with respect to the consolidated statements of earnings of the Company and its subsidiaries for the fiscal quarters ended June 30, 1998 and 1999 and with respect to the balance sheets thereof at June 30 in each of those years. The selected financial data have been derived from the Company's unaudited consolidated financial statements and should be read in conjunction with the financial statements and related notes thereto and other financial information appearing elsewhere herein. Three Months ended June 30, --------------------------- 1998 1999 -------- -------- (in thousands except per share amounts and number of franchises) (Unaudited) FRANCHISEES' RESULTS Franchisees' revenue (1) $9,710 $11,322 Number of franchised locations 568 655 RESULTS OF OPERATIONS Total revenue $1,286 $ 1,479 Total expense 1,076 1,158 Income before income taxes 226 339 Net income 167 233 Earnings per common share Basic $ .03 $ .05 Weighted average common shares 4,163 3,940 Diluted $ .03 $ .04 Weighted average common shares plus convertible preferred stock, and options and warrants 5,632 5,893 BALANCE SHEET DATA Working capital $1,532 $ 1,578 Total assets $3,258 $ 3,616 Shareholders' Equity $2,055 $ 2,105 (1) The franchisees' revenue data have been derived from unaudited reports provided by franchisees in paying license fees. 13 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On April 29, 1999, a shareholder converted 9,125 shares of preferred stock to common stock. See also Item 5 below. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION During the quarter ended June 30, 1999, a shareholder converted 9,125 shares of preferred stock to common stock reducing total outstanding preferred shares from 1,139,125 to 1,130,000 and increasing total outstanding common shares from 3,934,092 to 3,943,217. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) See Exhibit Index following the Signatures page, which is incorporated herein by reference. (b) No reports on Form 8-K were filed during the quarter for which this report is filed. 14 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Rent-A-Wreck of America, Inc. (Registrant) By: Date: /s/ Mitra Ghahramanlou August 11, 1999 - -------------------------- ---------------------- Mitra Ghahramanlou Chief Accounting Officer /s/ Kenneth L. Blum, Sr. August 11, 1999 - -------------------------- ---------------------- Kenneth L. Blum, Sr. CEO and Chairman of the Board 15 EXHIBIT INDEX TO RENT-A-WRECK of AMERICA, INC. FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 1999 Exhibit No. Description ----------- ----------- 10.12 Franchise Agreement - Rent-A-Wreck Standard Filed herewith. form as of June 30, 1999. 10.13 Franchise Agreement - Priceless Auto Rental Filed herewith. Standard form as of June 30, 1999. 27 Financial Data Schedule Filed herewith.