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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

     
(Mark One)
   
[X]
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2002
    OR
[  ]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 0-30776


ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)

(Exact name of registrant as specified in its charter)

     
Delaware
(State or other Jurisdiction of Incorporation or Organization)
  65-0957875
(I.R.S. Employer Identification No.)
     
200 South Andrews Avenue,
Fort Lauderdale, Florida
(Address of principal executive offices)
  33301
(Zip Code)

(954) 320-4000

(Registrant’s telephone number, including area code)

None

(Former name former address and former fiscal year, if changed from last report)

     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          (#2)          No     x          (#1)

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes     o          No     x

APPLICABLE ONLY TO CORPORATE ISSUERS:

      As of February 28, 2003, the registrant had outstanding 45,296,139 shares of Common Stock, par value $0.01 per share.




TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Item 4. Controls and Procedures
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Ex-4.1 Base Indenture
Ex-4.2 Master Motor Vehicle Lease
Ex-4.3 Master Motor Vehicle Lease
Ex-4.4 Master Motor Vehicle Lease
Ex-4.5 Amended & Restated Series 2002-2 Supplement
Ex-4.6 Master Collateral Agency Agreement
Ex-99.1 Risk Factors
Ex-99.2 Certification of CEO
Ex-99.3 Certification of CFO


Table of Contents

ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)

INDEX

             
Page


PART I.
FINANCIAL INFORMATION
Item 1.
 
Financial Statements:
       
   
Condensed Consolidated Balance Sheets as of September 30, 2002 (Unaudited) and December 31, 2001
    1  
   
Unaudited Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2002 and 2001
    2  
   
Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit) for the Nine Months Ended September 30, 2002
    3  
   
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001
    4  
   
Notes to Condensed Consolidated Financial Statements
    5  
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    22  
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
    37  
Item 4.
 
Controls and Procedures
    38  

PART II.
OTHER INFORMATION
Item 1.
 
Legal Proceedings
    39  
Item 2.
 
Changes in Securities and Use of Proceeds
    39  
Item 3.
 
Defaults Upon Senior Securities
    39  
Item 4.
 
Submission of Matters to a Vote of Security Holders
    39  
Item 5.
 
Other Information
    39  
Item 6.
 
Exhibits and Reports on Form 8-K
    39  

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Table of Contents

PART I — FINANCIAL INFORMATION

Item 1.     Financial Statements

ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)
 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions except share and per share amounts)
                     
September 30, December 31,
2002 2001


(Unaudited)
ASSETS
Cash and cash equivalents
  $ 183.7     $ 320.2  
Restricted cash and cash equivalents
    643.9       1,310.0  
Receivables, net
    315.9       371.4  
Prepaid expenses
    62.1       48.3  
Vehicles, net
    2,996.6       3,105.6  
Property and equipment, net
    287.3       445.4  
Goodwill, net
    20.9       127.1  
Other assets
    98.7       90.3  
     
     
 
   
Total assets
  $ 4,609.1     $ 5,818.3  
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Accounts payable
  $ 109.0     $ 91.7  
Accrued liabilities
    297.8       229.4  
Insurance reserves
    131.3       62.3  
Vehicle debt
    2,953.2       3,977.8  
Other debt
    258.3       247.3  
Deferred income taxes
    253.7       253.7  
Other liabilities
    296.9       199.0  
Liabilities subject to compromise
    502.1       535.9  
     
     
 
   
Total liabilities
    4,802.3       5,597.1  
Commitments and contingencies
               
Shareholders’ equity (deficit):
               
 
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; 45,296,139 issued and outstanding at September 30, 2002 and December 31, 2001, respectively
    0.5       0.5  
 
Additional paid-in capital
    907.6       907.6  
 
Accumulated deficit
    (1,035.5 )     (599.7 )
 
Accumulated other comprehensive loss
    (65.8 )     (87.2 )
     
     
 
   
Total shareholder’s equity (deficit)
    (193.2 )     221.2  
     
     
 
   
Total liabilities and shareholders’ equity (deficit)
  $ 4,609.1     $ 5,818.3  
     
     
 

The accompanying notes are an integral part of these statements.

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Table of Contents

ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except per share amounts)
                                   
Three Months Ended Nine Months Ended
September 30, September 30,


2002 2001 2002 2001




Revenue
  $ 713.3     $ 908.3     $ 1,969.4     $ 2,527.9  
Expenses:
                               
 
Direct operating costs
    314.0       378.5       901.5       1,069.7  
 
Vehicle depreciation, net
    220.1       295.8       633.6       808.5  
 
Selling, general, and administrative
    128.4       179.4       405.8       501.9  
 
Transition and reorganization expenses
    60.0             175.3        
 
Impairment of intangible assets
          210.8             210.8  
 
Amortization of intangible assets
          2.5             7.5  
 
Interest income
    (1.1 )     (1.6 )     (3.7 )     (4.8 )
 
Interest expense
    56.1       87.9       152.3       269.7  
 
Other expense, net
    8.7       5.0       34.2       10.8  
     
     
     
     
 
Loss before income taxes
    (72.9 )     (250.0 )     (329.6 )     (346.2 )
Provision for income taxes
          131.5             99.0  
     
     
     
     
 
Net loss before cumulative effect of change in accounting principles
    (72.9 )     (381.5 )     (329.6 )     (445.2 )
Cumulative effect of change in accounting principles, net of provision for income taxes of $0 in 2002 and $4.5 in 2001.
                (106.2 )     7.1  
     
     
     
     
 
Net loss
  $ (72.9 )   $ (381.5 )   $ (435.8 )   $ (438.1 )
     
     
     
     
 
Basic and diluted loss per share before cumulative effect of change in accounting principles
  $ (1.61 )   $ (8.44 )   $ (7.28 )   $ (9.85 )
Basic and diluted loss per share
  $ (1.61 )   $ (8.44 )   $ (9.62 )   $ (9.69 )
Shares used in computing per share amounts:
                               
 
Basic and diluted
    45.3       45.2       45.3       45.2  

The accompanying notes are an integral part of these statements.

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Table of Contents

ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT

OF SHAREHOLDERS’ EQUITY (DEFICIT)
(In millions)
                                                   
Accumulated
Other
Common Stock Additional Comprehensive Shareholders’

Paid-In Accumulated Income Equity
Shares Amount Capital Deficit (Loss) (Deficit)






BALANCE AT DECEMBER 31, 2001
    45.3     $ 0.5     $ 907.6     $ (599.7 )   $ (87.2 )   $ 221.2  
Net loss
                            (435.8 )             (435.8 )
Other comprehensive income:
                                               
 
Foreign currency translation adjustment
                            7.4       7.4  
 
Changes in fair value of interest rate hedges and reclassification adjustments
                            14.0       14.0  
     
     
     
     
     
     
 
BALANCE AT SEPTEMBER 30, 2002 (unaudited)
    45.3     $ 0.5     $ 907.6     $ (1,035.5 )   $ (65.8 )   $ (193.2 )
     
     
     
     
     
     
 

The accompanying notes are an integral part of this statement.

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Table of Contents

ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)
                       
Nine Months Ended
September 30,

2002 2001


CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
               
 
Net loss
  $ (435.8 )   $ (438.1 )
 
Adjustments to reconcile net loss to net cash and cash equivalents provided by (used in) operating activities:
               
   
Impairment of intangible assets
          210.8  
   
Cumulative effect of change in accounting principles, net of tax
    106.2       (7.1 )
   
Fair value adjustment on interest rate hedges and reclassification adjustments
    30.5       2.3  
   
Loss on sale of assets and asset impairments
    31.3       4.2  
   
Depreciation and amortization of property and equipment
    132.2       59.1  
   
Amortization of intangible assets and debt issue costs
    24.5       31.9  
   
Income tax provision
          99.0  
   
Depreciation of vehicles
    633.6       808.5  
   
Purchases of vehicles
    (5,502.4 )     (5,243.4 )
   
Sales of vehicles
    4,871.4       4,065.5  
   
Changes in assets and liabilities, net:
               
     
Receivables
    30.9       115.0  
     
Prepaid expenses and other assets
    (35.7 )     8.3  
     
Accounts payable and accrued liabilities
    156.6       (62.5 )
     
Other liabilities
    (16.8 )     1.0  
     
     
 
      26.5       (345.5 )
     
     
 
CASH AND CASH EQUIVALENTS PROVIDED BY INVESTING ACTIVITIES:
               
 
Purchases of property and equipment
    (16.7 )     (30.8 )
 
Proceeds from sale of property and equipment
    19.5       116.3  
     
     
 
      2.8       85.5  
     
     
 
CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
               
 
Proceeds from vehicle financing
    3,184.5       31,073.7  
 
Payments on vehicle financing
    (4,110.8 )     (30,740.0 )
 
Decrease (increase) in restricted cash
    666.1       (120.0 )
 
Proceeds from issuance of other debt
    40.9       285.2  
 
Payments on other debt
    (33.1 )     (269.5 )
 
Subsidiary limited partner contributions
    100.6       87.8  
 
Debt issue costs
    (25.8 )     (30.7 )
 
Other
    11.8       (1.0 )
     
     
 
      (165.8 )     285.5  
     
     
 
Increase (decrease) in cash and cash equivalents
    (136.5 )     25.5  
Cash and cash equivalents at beginning of period
    320.2       6.3  
     
     
 
Cash and cash equivalents at end of period
  $ 183.7     $ 31.8  
     
     
 

The accompanying notes are an integral part of these statements.

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Table of Contents

ANC RENTAL CORPORATION

(Debtors-In-Possession as of November 13, 2001)
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions except share data)

1.     INTERIM FINANCIAL STATEMENTS

      On November 13, 2001, ANC Rental Corporation and certain of its direct and indirect U.S. subsidiaries (each, a “Debtor,” and collectively, “Debtors”) filed voluntary petitions under chapter 11 of Title 11, United States Code, in the United States Bankruptcy Court of Delaware (Case No. 01-11200 et al., Jointly Administered).

      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. These financial statements have also been prepared in accordance with the AICPA’s Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code (“SOP 90-7”). SOP 90-7 requires segregating pre-petition liabilities that are subject to compromise and identifying all transactions and events that are directly associated with the reorganization of the Company. A certain portion of the liabilities recorded at September 30, 2002 and December 31, 2001 are expected to be subject to compromise. Also in accordance with SOP 90-7, after the filing date, interest is no longer accrued on any unsecured and undersecured debt. For the three and nine months ended September 30, 2002 such amounts approximated $0.2 million and $0.8 million, respectively.

      These Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and payment of liabilities in the ordinary course of business and do not reflect adjustments that might result if the Debtors are unable to continue as a going concern. The Company’s significant losses and its chapter 11 filing raise concerns about the Company’s ability to continue as a going concern. As a result of the chapter 11 filing, there is no assurance that the carrying amounts of assets will be realized or that liabilities will be settled for amounts recorded. The Company intends to file a plan or plans of reorganization with the Bankruptcy Court. Continuing as a going concern is dependent upon, among other things, the Company’s formulation of a plan or plans of reorganization, the success of future business operations, and the generation of sufficient cash from operations and financing sources to meet the Company’s obligations. The Condensed Consolidated Financial Statements do not reflect: (i) the realizable value of assets on a liquidation basis or their availability to satisfy liabilities; (ii) aggregate pre-petition liability amounts that may be allowed for unrecorded claims or contingencies, or their status or priority; (iii) the effect of any changes to the Debtors’ capital structure or in the Debtors’ business operations as the result of an approved plan or plans of reorganization; or (iv) adjustments to the carrying value of asset or liability amounts that may be necessary as a result of actions by the Bankruptcy Court.

      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, 2001.

      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

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Table of Contents

ANC RENTAL CORPORATION
(Debtors-In-Possession as of November 13, 2001)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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 September 30, 2002 the Company had 5.3 million options outstanding and 5.1 million common stock purchase warrants outstanding, which due to their anti-dilutive nature were not included in the calculation of diluted earnings per share for the three and nine month periods ended September 30, 2002 and 2001, respectively.

      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. The primary assumption used by management is that the Company will continue as a going concern. However, should the Company not obtain financing or cease to continue as a going concern the reported amounts of assets and liabilities will change materially.

      Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

2.     OPERATIONS UNDER BANKRUPTCY

      The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to the Bankruptcy Code. The divisions and operations that are not part of the chapter 11 filing relate to international operations, an insurance captive, and special purpose vehicle financing entities. As a debtor-in-possession, management is authorized to operate the business, but may not engage in transactions outside the ordinary course of business without Court approval. There is no assurance that the Bankruptcy Court will grant any requests for such approval. Subsequent to the filing of the chapter 11 petitions, the Company obtained several Court orders that authorized it to pay certain pre-petition liabilities and take certain actions to prese