1
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 December 31, 1995
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission File Number 0-14819
RENT-A-WRECK OF AMERICA, INC.
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(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
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(Address of principal executive offices)
(410) 581-5755
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(Issuer's telephone number)
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(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: 4,168,042 shares as of
January 22, 1996.
Transitional Small Business Disclosure Format (Check One):
Yes / / No /X/
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RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
FORM 10-QSB - DECEMBER 31, 1995
INDEX
Part I. Financial Information Page
- ------------------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets as of
March 31, 1995 and
December 31, 1995 (Unaudited) 2-3
Consolidated Statements of Earnings for
the Three and Nine Months ended
December 31, 1994 and 1995 (Unaudited) 4
Consolidated Statements of Cash Flows for
the Nine Months ended December 31, 1994 and
1995 (Unaudited) 5
Notes to Consolidated Financial Statements
(Unaudited) 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-10
Part II. Other Information
Item 1. Legal proceedings 11
Item 4. Submission of Matters to a Vote of
Security Holders 11
Item 5. Retirement of Stock Information 11
Item 6. Exhibits 11
Signature 12
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Part I - Financial Information
Item 1 - Financial Statements
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
1995 1995
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(Unaudited)
CURRENT ASSETS:
Cash and Cash Equivalents........................................... $ 566,372 $ 703,107
Accounts Receivable, net of allowance
for doubtful accounts of $591,420
and $781,651 at March 31, 1995 and
December 31, 1995, respectively:
Initial and Continuing License Fees and
Advertising Fees........................................ 244,320 273,157
Current Portion of Notes Receivable....................... 452,471 482,025
Current Portion of Direct Financing
Leases.................................................. 137,721 46,994
Insurance Premiums Receivable................................ 139,083 165,388
Other..................................................... 13,844 24,299
Prepaid Expenses.................................................... 99,390 88,520
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TOTAL CURRENT ASSETS................................................ 1,653,201 1,783,490
---------- ----------
NOTES AND LEASE RECEIVABLES, Net of non-current
allowance for doubtful accounts of $55,142
and $23,434 at March 31, 1995 and December
31, 1995, respectively:
Notes Receivable.............................................. 114,544 35,462
Direct Financing Leases....................................... 26,203 4,729
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140,747 40,191
PROPERTY AND EQUIPMENT:
Vehicles.......................................................... -- 11,750
Furniture, Equipment and Leasehold
Improvements.................................................... 454,525 603,988
---------- ----------
454,525 615,738
Less: Accumulated Depreciation and
Amortization............................................... (307,591) (338,054)
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NET PROPERTY AND EQUIPMENT.......................................... 146,934 277,684
---------- ----------
OTHER ASSETS:
Trademarks and other Intangible Assets, net of
Accumulated Amortization of $172,510 and
$181,954 at March 31, 1995 and December 31,
1995, respectively................................................ 161,028 164,481
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TOTAL ASSETS.................................................... $2,101,910 $2,265,846
========== ==========
The accompanying notes are an integral part of these consolidated balance
sheets.
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RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, December 31,
1995 1995
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(Unaudited)
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses........................... $ 573,926 $ 514,717
Dividends Payable............................................... 33,115 32,565
Insurance Premiums, Deposits, and Loss
Reserves...................................................... 115,455 152,910
Current Maturities of Long-Term Debt:
Commercial Installment...................................... 45,751 --
Capital Leases.............................................. 13,710 19,314
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TOTAL CURRENT LIABILITIES.................................... 781,957 719,506
---------- ----------
LONG-TERM DEBT, Less Current Maturities:
Capital Leases........................................... 21,234 36,423
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21,234 36,423
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TOTAL LIABILITIES................................................... 803,191 755,929
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Convertible Cumulative Preferred Stock,
$.01 par value; authorized 10,000,000 shares;
issued and outstanding 1,655,750 shares at
March 31, 1995 and 1,628,250 shares at
December 31, 1995 (aggregate liquidation
preference $1,324,600 at March 31, 1995
and $1,302,600 at December 31, 1995)............................ 16,558 16,283
Common Stock, $.01 par value; shares
authorized, 25,000,000; issued and
outstanding 4,238,042 at March 31, 1995 and
4,168,042 at December 31, 1995.................................. 42,380 41,680
Additional Paid-In Capital........................................ 3,198,920 3,088,015
Cumulative Deficit................................................ (1,959,139) (1,636,061)
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TOTAL SHAREHOLDERS' EQUITY...................................... 1,298,719 1,509,917
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TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY........................................................ $2,101,910 $2,265,846
========== ==========
The accompanying notes are an integral part of these consolidated balance
sheets.
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RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Three Months Nine Months
Ended December 31, Ended December 31,
1994 1995 1994 1995
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REVENUES:
Initial License Fees................... $ 164,668 $ 192,000 $ 401,418 $ 592,750
Advertising Fees....................... 117,172 155,590 386,058 443,814
Continuing License Fees................ 386,957 463,832 1,235,667 1,375,209
Auto Rental Operations................. -- -- -- 3,750
Direct Financing Lease Franchisees..... 14,636 2,977 55,473 12,846
Other.................................. 81,053 79,806 245,965 240,386
---------- ---------- ---------- ----------
764,486 894,205 2,324,581 2,668,755
EXPENSES:
Advertising and Promotion.............. 168,840 213,728 513,033 605,012
Depreciation & Amortization............ 19,589 13,484 60,211 40,900
Sales and Marketing Expenses........... 174,385 185,977 520,966 560,239
General and Administrative Expenses.... 145,924 207,600 467,883 558,085
Salaries, Consulting Fees, and
Employee Benefits.................... 151,887 158,610 418,444 488,364
---------- ---------- ---------- ----------
660,625 779,399 1,980,537 2,252,600
---------- ---------- ---------- ----------
OPERATING INCOME......................... 103,861 114,806 344,044 416,155
INTEREST INCOME, NET..................... 8,126 12,908 21,115 41,081
INCOME BEFORE INCOME TAX EXPENSE......... 111,987 127,714 365,159 457,236
INCOME TAX EXPENSE....................... 16,957 4,150 33,457 23,400
NET INCOME .............................. $ 95,030 $ 123,564 $ 331,702 $ 433,836
DIVIDENDS ON CONVERTIBLE CUMULATIVE
PREFERRED STOCK........................ 33,115 32,565 99,345 98,795
---------- ---------- ---------- ----------
NET INCOME APPLICABLE TO COMMON
AND COMMON EQUIVALENT SHARES........... $ 61,915 $ 90,999 $ 232,357 $ 335,041
========== ========== ========== ==========
EARNINGS PER COMMON SHARE................ $ .01 $ .02 $ .05 .07
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING... 4,238,042 4,386,305 4,238,042 4,386,305
========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated statements.
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RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended December 31,
------------------------------
1994 1995
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Cash flow from operating activities:
Net Income .............................................. $ 331,702 $ 433,836
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization........................ 60,211 40,900
Loss (Gain) on disposal of property and equipment.... 19 (1,800)
Provision for doubtful accounts...................... 183,844 264,099
Changes in assets and liabilities:
Accounts and notes receivable...................... (96,906) (254,282)
Direct financing leases receivable................. 284,782 80,058
Inventory.......................................... 2,802 --
Prepaid expenses................................... (21,268) 10,870
Other assets....................................... 19,009 6,257
Accounts payable and accrued
expenses......................................... (35,416) (38,416)
Insurance premiums, deposits, and
loss reserves.................................... (1,954) 37,455
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Net cash provided by operating activities............ 726,825 578,977
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Cash flow from investing activities:
Proceeds from sale of property and equipment............. -- 37,200
Acquisition of property and equipment.................... (36,202) (197,607)
Additions to trademarks and other........................ (4,927) (12,896)
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Net cash used in investing activities.................... (41,129) (173,303)
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Cash flows from financing activities:
Payments of long-term notes payable...................... (548,237) (45,751)
Preferred dividends paid................................. (66,230) (117,652)
Retirement of Common Stock............................... -- (71,161)
Retirement of Preferred Stock............................ -- (34,375)
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Net cash used in financing activities.................... (614,467) (268,939)
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Net increase in cash and cash equivalents.................. 71,229 136,735
Cash and cash equivalents at beginning of period........... 583,410 566,372
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Cash and cash equivalents at end of period................. $ 654,639 $ 703,107
========== ==========
Supplemental disclosure of cash flow information:
Interest paid............................................ $ 19,829 $ 5,030
Taxes paid............................................... $ 36,977 $ 31,752
Non-cash transactions:
Obligation under Capital Lease........................... $ 14,067 $ 55,737
========== ==========
The accompanying notes are an integral part of these consolidated statements.
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RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
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") and Bundy American Corporation ("Bundy"), and Bundy's
subsidiaries, Rent-A-Wreck Leasing, Inc. ("RAW Leasing"), URM Corporation
("URM") and Central Life and Casualty Company, Limited ("CLC"). 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.
The consolidated balance sheet as of December 31, 1995, the
consolidated statements of earnings for the three and nine-month periods ended
December 31, 1994 and 1995 and the statements of cash flows for the nine-month
periods ended December 31, 1994 and 1995 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. It is suggested that
these financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's March 31, 1995 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
As of March 31, 1995, preferred dividend arrearages were $366,137.
The Company paid $18,307 of these arrearages during the quarter ended June 30,
1995. In the quarter ended December 31, 1995, the Company bought back and
retired 27,500 shares. As of December 31, 1995, preferred dividend arrearages
were $341,908. Quarterly preferred dividends of $33,115 were declared for
both the first and second quarters ended June 30, 1995 and September 30, 1995.
They were paid on August 10, 1995 and November 10, 1995, respectively. For the
quarter ended December 31, 1995, the Company declared dividends totaling
$32,565 which are expected to be paid during the fourth quarter of the
Company's fiscal year.
3. LONG-TERM DEBT
As of January 17, 1992 the Company entered into a Commercial
Installment Agreement with a finance company. This Commercial Installment
Agreement bore an interest rate of 3% over prime rate not to exceed 9% and
matured August 1, 1995.
During the quarter ended September 30, 1995, the Company paid off the
$45,751 Commercial Installment Agreement. Franchisees owed the Company $74,113
and $22,540 as of March 31, 1995 and December 31, 1995, respectively, under the
Commercial Installment Agreement.
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Currently the Company directly provides vehicle financing to
qualifying franchisees. Each franchisee requesting credit applies for prior
approval of a credit line with the Company. The terms of each financing
agreement vary depending upon the vehicle involved, the creditworthiness of the
franchisee and other factors. As of March 31, 1995 and December 31, 1995,
franchisees owed the Company $103,980 and $83,842 under the direct financing
program.
4. EARNINGS PER COMMON SHARE
The computation of earnings per common share for the nine-month
periods ended December 31, 1994 and 1995, respectively, is presented on a fully
diluted basis and is based upon the weighted average number of common shares
outstanding for those periods. Any dilutive effect of stock options and
warrants was considered in computation of earnings per common share. In the
computation for the three and nine-month periods ended December 31, 1994,
cumulative preferred dividends in the amounts of $33,115 and $99,345 for each
period were subtracted from net income to arrive at the earnings applicable to
common shareholders. For the three and nine-month periods ended December 31,
1995, cumulative preferred dividends in the amounts of $32,565 and $98,795 for
each period were subtracted from net income to arrive at the earnings
applicable to common shareholders.
5. 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.
6. RETIREMENT OF STOCK
During the quarter ended June 30, 1995, the Company announced a
buyback of up to 250,000 shares of its common stock and/or its Series A
convertible preferred stock. During the quarters ended June 30, 1995 and
December 31, 1995, the Company bought back an aggregate of 70,000 shares of its
common stock at a cost of $71,161, and also bought back an aggregate of 27,500
shares of its preferred stock at a cost of $34,375. These shares were retired
in the quarter ended December 31, 1995.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THIRD QUARTER RESULTS OF OPERATIONS
Gross revenues increased by $129,719 (17%) for the three-month period
ended December 31, 1995 as compared to the same period in the prior year, due
primarily to the increase in initial license fees of $27,332 (17%) and an
increase in continuing license fees of $76,875 (20%).
Total operating expenses increased by $118,774 (18%) in this period
due primarily to an increase in general and administrative expenses of $61,676
(42%) which resulted primarily from an increase in legal fees and expenses, and
an increase in sales and marketing expenses of $11,592 (7%) which resulted
primarily from the addition of new salespersons.
The Company realized operating income of $111,206 for the quarter
compared to operating income of $103,861 in the same quarter for 1994,
reflecting an increase of $10,945. This increase resulted primarily from the
increase in initial license fees and continuing license fees.
YEAR TO DATE RESULTS OF OPERATIONS
Gross revenues increased by $344,174 (15%) for the nine-month period
ended December 31, 1995 as compared to the same period in the prior year. This
increase occurred due to a $191,332 (48%) increase in initial licensing fees
and a $139,542 (11%) increase in continuing license fees, partially offset by a
decrease of $42,627 (77%) from the vehicle finance program.
Total operating expenses increased by $272,063 (14%) in this period
due primarily to an increase in salary expense of $69,920 (17%), an increase in
sales and marketing expenses of $39,273 (8%), and an increase in general and
administrative expenses of $90,202 (19%), which resulted primarily from an
increase in legal fees and expenses.
The Company realized operating income of $416,155, before taxes and
interest, for the nine months compared to an operating income of $344,044 for
1994, reflecting an increase of $72,111. This increase resulted primarily from
the increase in initial license fees and continuing license fees.
Net interest income increased by $19,966 due primarily to the
elimination of the long-term note payable and an increase in initial license
fees notes receivable.
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LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company had working capital of $1,063,984
compared to working capital of $871,244 at March 31, 1995. This increase of
$192,740 primarily resulted from the net profit earned during the nine-month
period ended December 31, 1995.
Cash provided by operations was $578,977 resulting from an increase in
net income which was offset by an increase in accounts and notes receivable due
to the growth of the Company. Cash used in financing activities during the
same period was $268,939 based on payments on a long-term note payable,
payments of preferred dividends, and the retirement of common and preferred
stock.
The Company believes that it has sufficient working capital to support
its business plan through fiscal 1996.
IMPACT OF INFLATION
Inflation has had no material impact on the operations and financial
condition of the Company.
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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
nine-month periods ended December 31, 1994 and 1995 and with respect to the
balance sheets thereof at December 31 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 Nine Months
Ended December 31, Ended December 31,
1994 1995 1994 1995
--------------------------------------------------------
(in thousands except per share and number of franchises)
(Unaudited)
FRANCHISEES' RESULTS (UNAUDITED)
Franchisees' Revenue (1) $ 6,449 $ 7,731 $20,594 $22,920
Number of Franchises 388 435 388 435
RESULTS OF OPERATIONS
Total Revenue $ 764 $ 894 $ 2,325 $ 2,669
Costs and expenses and other 661 779 1,981 2,253
Income before income
taxes 112 128 365 457
Net income 95 124 332 434
Earnings per share (2) $ .01 $ .02 $ .05 $ .07
Weighted average number of
shares outstanding 4,238 4,386 4,238 4,386
December 31,
1994 1995
--------------------
(Unaudited)
BALANCE SHEET DATA
Working capital $ 914 $1,064
Total assets $2,236 $2,266
Shareholders' equity $1,313 $1,510
(1) The franchisees' revenue data have been derived from unaudited reports
provided by franchisees in paying license fees.
(2) Earnings per common share are after deducting a provision for preferred
dividends of $33,115 and $99,345, for the three and nine-month periods ended
December 31, 1994. For the three and nine-month periods ended December 31,
1995, earnings per common share are after deducting a provision for preferred
dividends of $32,565 and $98,795.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information is incorporated by reference from the Company's Report
Form 10-KSB for the year ended March 31, 1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The 1995 Annual Meeting of Stockholders of the Company was held
on October 18, 1995.
(b) The following persons were elected as directors of the Company at
the Annual Meeting for a one-year term:
Withheld Broker
For Authority Non-Votes
Class I directors
(elected by
common stock): Kenneth L. Blum, Sr. 2,296,111 6,300 --
David Schwartz 2,296,111 6,300 --
Class II directors
(elected by
preferred stock): Alan L. Aufzien 1,375,000 -- --
William L. Richter 1,375,000 -- --
ITEM 5. RETIREMENT OF STOCK INFORMATION
During the quarter ended June 30, 1995, the Company announced a
buyback of up to 250,000 shares of its common stock and/or its Series A
convertible preferred stock. During the quarters ended June 30, 1995 and
December 31, 1995, the Company bought back an aggregate of 70,000 shares of its
common stock at a cost of $71,161, and also bought back an aggregate of 27,500
shares of its preferred stock at a cost of $34,375. These shares were retired
in the quarter ended December 31, 1995.
ITEM 6. EXHIBITS
See Exhibit Index following the Signatures page, which is incorporated
herein by reference.
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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/Mithra Khosravi February 06, 1996
- --------------------------- --------------------------
Mithra Khosravi
Chief Accounting Officer
/s/Kenneth L. Blum, Sr. February 06, 1996
- ----------------------- --------------------------
Kenneth L. Blum, Sr.
CEO and Chairman of
the Board
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EXHIBIT INDEX
TO
RENT-A-WRECK of AMERICA, INC.
FORM 10-QSB
FOR THE QUARTER ENDED DECEMBER 31, 1995
EXHIBIT NO. DESCRIPTION
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27 Financial Data Schedule
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