AVIS RENT A CAR INC
10-Q, 1999-05-12
AUTO RENTAL & LEASING (NO DRIVERS)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


For the quarterly period ended March 31, 1999

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                      THE SECURITIES EXCHANGE ACT OF 1934

                      Commission file number 1-13315       

                              AVIS RENT A CAR, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                                     11-3347585
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



                900 Old Country Road, Garden City, New York 11530
                    (Address of principal executive offices)
                                   (Zip Code)

                                                             (516)222-3000
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by checkmark 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 [_]                  


Indicate the number of shares outstanding of each of the registrant's classes of
common  stock as of May 5, 1999:  Common  Stock,  $.01 par  value - Class A
31,127,892 shares.


<PAGE>


                              AVIS RENT A CAR, INC.

                                      INDEX


                          PART I. Financial Information




ITEM 1.        FINANCIAL STATEMENTS

                                                                           Page

               Condensed Consolidated Statements of
                  Operations for the Three months ended
                  March 31, 1999 and 1998....................................2

               Condensed Consolidated Statements of Financial
                  Position as of March 31, 1999
                  and December 31, 1998......................................3

               Condensed Consolidated Statements of Cash
                  Flows for the Three months ended
                  March 31, 1999 and 1998....................................4

               Notes to the Condensed Consolidated
                  Financial State........................................5 - 6


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS...............................................7 - 10


                                       1

<PAGE>




                                          AVIS RENT A CAR, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands, except per share data)
                                           (Unaudited)




                                                           Three months ended
                                                                 March 31,      

                                                          1999            1998 
                                                    --------------    ----------
Revenue......................................       $     566,917     $  511,390
                                                    --------------    ----------

Costs and Expenses:
Direct operating.............................              226,165       210,431
Vehicle depreciation and lease charges,
   net.......................................              149,402       133,362
Selling, general and administrative..........              110,801       104,148
Interest, net................................               50,545        47,668
Amortization of cost in excess of
   net assets acquired ......................                3,174         2,552
                                                    --------------      -------
                                                           540,087      $498,161
                                                    --------------      --------

Income before provision for income taxes ....               26,830        13,229
Provision for income taxes...................               11,644         5,821
                                                    --------------      --------
Net income ..................................       $       15,186      $  7,408
                                                    ==============      ========

Earnings per share:

Basic   .....................................       $         0.48          0.24
                                                    ==============     =========

Diluted .....................................       $         0.47      $   0.23
                                                    ==============     =========












    See  accompanying  notes to the condensed consolidated financial statements.





                                        2
<PAGE>





                              AVIS RENT A CAR, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                 (In thousands)

                                                  March 31,         December 31,
                                                    1999                1998   
                                                --------------    --------------
                                                 (Unaudited)
ASSETS

Cash and cash equivalents....................   $     41,071      $     29,751
Restricted cash..............................        137,414           133,284
Accounts receivable, net.....................        271,372           360,574
Prepaid expenses.............................         43,828            42,083
Vehicles, net ...............................      3,558,957         3,164,816
Property and equipment, net..................        147,707           145,045
Deferred income tax assets...................        105,633           120,779
Cost in excess of net assets acquired,net....        465,565           468,140
Other assets ................................         49,189            40,590
                                                --------------    --------------

Total assets.................................   $  4,820,736      $  4,505,062
                                                ==============    ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts  payable............................   $    193,234      $    198,481
Accrued liabilities .........................        308,360           326,204
Due to affiliates, net.......................         27,496            22,293
Current income tax liabilities...............         25,660            23,045
Deferred income tax liabilities..............         29,479            28,504
Public liability, property damage and
   other insurance liabilities...............        274,243           269,209
Debt ........................................      3,369,713         3,014,712 
                                                --------------    --------------

   Total liabilities ........................      4,228,185         3,882,448 
                                                --------------    --------------

Commitments and contingencies

Stockholders' equity:
Class A Common stock ........................            359               359
Additional paid-in capital...................        591,723           591,651
Retained earnings............................        107,401            92,215
Accumulated other comprehensive loss.........        (10,251)          (10,651)
Treasury stock ..............................        (96,681)          (50,960)
                                                --------------    --------------
   Total stockholders' equity................        592,551           622,614
                                                --------------    --------------

Total liabilities and stockholders' equity ..   $  4,820,736      $  4,505,062
                                                ==============    ==============


   See accompanying notes to the condensed consolidated financial statements.




                                        3

<PAGE>


                              AVIS RENT A CAR, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


                                                              Three months ended
                                                                   March 31, 
                                                            1999         1998
                                                          ----------  ----------
Cash flows from operating activities:



  Net income ...........................................  $  15,186    $  7,408
  Adjustments to reconcile net income to cash provided
      by (used in) operating activities  ...............    155,264     (63,334)
                                                          ----------  ----------

      Net cash provided by (used in) operating 
      activities .......................................    170,450     (55,926)
                                                          ----------  ----------

Cash flows from investing activities:

  Vehicle additions .................................... (1,227,481)   (749,583)
  Vehicle deletions ....................................    789,697     684,449
  Additions to property and equipment...................     (5,630)     (8,956)
  Retirements of property and equipment ................        241         366
  Payment for purchase of licensee, net of
      cash acquired of $8,011 ..........................     (1,879)      
                                                          ----------  ----------

      Net cash used in investing activities ............   (445,052)    (73,724)
                                                          ----------  ----------

Cash flows from financing activities:

    Changes in debt:
      Issuance of medium term notes.....................                600,000
      Net increase (decrease) in commercial paper.......    320,829    (607,200)
      Other increases (decreases) in debt, net .........     11,163     (39,459)
                                                          ----------  ----------
      Net increase (decrease) in debt ..................    331,992     (46,659)
   Payments for debt issuance costs  ...................                 (3,301)
   Proceeds from public offering  ......................                161,194
   Purchases of treasury stock..........................    (47,768)
   Other................................................      1,679    
                                                          ----------  ----------

       Net cash provided by financing activities........    285,903     111,234
                                                          ----------  ----------

Effect of exchange rate changes on cash ................         19           8
                                                          ----------   ---------

Net increase (decrease) in cash and cash equivalents....     11,320     (18,408)

Cash and cash equivalents at beginning of period .......     29,751      44,899
                                                          ----------  ----------

Cash and cash equivalents at end of period .............  $  41,071   $  26,491
                                                          ==========  ==========

Supplemental  disclosure  of cash flow  information
  Cash paid during the period for:

Interest..............................................    $  51,728   $  46,714
                                                          ==========  ==========

Income taxes ...........................................  $   2,238   $   3,935
                                                          ==========  ==========

      See accompanying notes to the condensed consolidated financial statements.

                                        4

<PAGE>

                              AVIS RENT A CAR, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1-  Basis of Presentation
The accompanying  unaudited condensed  consolidated financial statements include
Avis Rent A Car, Inc. and its subsidiaries (the "Company").  These  consolidated
financial  statements  reflect,  in the  opinion  of  management,  all  material
adjustments  (which  include normal  recurring  adjustments  only)  necessary to
fairly state the financial  position,  the results of operations  and cash flows
for the  periods  presented.  Operating  results  for  interim  periods  are not
indicative  of  the  results  that  can  be  expected  for a  full  year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's audited annual  consolidated  financial  statements and notes thereto,
included in the Company's  annual report on Form 10-K filed with the  Securities
and  Exchange  Commission.  Certain  amounts  in  the  prior  period  have  been
reclassified to conform to current period presentation.

Note 2- Earnings Per Share
Basic  earnings per share is computed by dividing net income for the three month
periods  ended March 31, 1999 and 1998 by  31,873,031  and  31,425,000  weighted
average shares outstanding, respectively. Diluted earnings per share is computed
by dividing net income for the three month periods ended March 31, 1999 and 1998
by 32,517,570 and 32,561,483 weighted average shares outstanding,  respectively.
Shares used in calculating diluted earnings per share include the effects of the
assumed exercise of dilutive stock options.

Note 3 - Treasury Stock
At March 31, 1999 treasury stock is comprised of the following:

                                                      Treasury
                                                      Stock,           Treasury
                                                    (in thousands)      Shares

Balance, December 31, 1998.......................... $ 50,960         2,672,700
Treasury stock repurchased from
     January 1, 1999 to March 31, 1999..............   47,768         2,004,575
Treasury stock issued under the
     Company's stock option plan...................    (2,047)          (98,767)
                                                    ----------      ------------
                                                    $  96,681         4,578,508
                                                    ==========      ============


Included in treasury  stock  repurchased  from January 1, 1999 to March 31, 1999
are 1.3 million shares,  repurchased from Cendant Corporation at a cost of $31.5
million.

Note 4 - Acquisition
On March 19, 1999, the Company  purchased the common stock and franchise  rights
of Rent A Car Company, Incorporated, of Richmond, Virginia.

The following is the preliminary  purchase cost allocation for this  acquisition
(in thousands):

Purchase cost.......................................  $10,090
Fair value of:
     Assets acquired................................   30,424
     Liabilities assumed............................   28,017
                                                     --------
Net assets..........................................    2,407
                                                     --------
Cost in excess of net assets acquired............... $  7,683
                                                     ========



                                        5


<PAGE>


The  preliminary  purchase cost  allocation  for this  acquisition is subject to
adjustment when additional information concerning asset and liability valuations
are obtained.  The final asset and  liability  fair values may differ from those
set forth in the accompanying statement of financial position at March 31, 1999.
However, the changes are not expected to have a material effect on the financial
position of the Company. This acquisition has been accounted for by the purchase
method. These consolidated financial statements include the operating results of
this  acquisition  subsequent  to the  date  of  acquisition.  If the  foregoing
acquisition  had  occurred on January 1, 1998,  it would not have had a material
impact on the results of operations for the three-month  periods ended March 31,
1999 and  1998.  During  1999,  adjustments  were  made to asset  and  liability
valuations  relating to former  acquisitions  resulting  in a  reduction  of the
excess purchase price over net assets acquired.

Note 5 - Comprehensive Income
Comprehensive income is comprised of the following (in thousands):

                                                            Three months ended
                                                                 March 31,   
                                                              1999        1998

Net income.............................................     $15,186      $7,408
Foreign currency translation adjustment..............           400         388
                                                           --------      -------
Comprehensive income..................................      $15,586      $7,796
                                                            =======      =======


Note 6- Retirement Benefits
Effective January 1, 1999 the Company curtailed its defined benefit plans to its
eligible  salaried  and  hourly  employees  as of June  30,  1985.  The  Company
recognized  a  non-recurring  $7.5  million  pre-tax  gain  as a  result  of the
curtailment  which  was  recorded  in  January  1999 and is  included  in Direct
Operating expense on the accompanying Statement of Operations.


                                        6


<PAGE>

ITEM  2:             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS
                                      (Unaudited)

General Overview

The Company conducts vehicle rental operations through wholly-owned subsidiaries
in the United States,  Canada, Puerto Rico, the U.S. Virgin Islands,  Argentina,
Australia  and New  Zealand.  Revenue is derived  principally  from  charges for
vehicle  rentals  and,  to a lesser  extent,  the sale of loss  damage  waivers,
liability insurance and other products and services.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

The following table sets forth for the periods  indicated,  certain items in the
Company's unaudited condensed consolidated  statements of operations (dollars in
thousands):

                                   Three Months ended        Three Months ended
                                      March 31, 1999            March 31, 1998
                                  ----------------------   ---------------------
                                              Percentage              Percentage
                                              of Revenue              of Revenue
                                  ---------  -----------   ---------  ----------
Revenue.......................... $566,917      100.0%     $511,390       100.0%
                                  ---------  -----------   ---------  ----------
Costs and expenses:
   Direct operating .............  226,165       39.9       210,431        41.1

   Vehicle depreciation and                               
    lease charges, net...........  149,402       26.4       133,362        26.1
 
   Selling, general and
    administrative...............  110,801       19.5       104,148        20.4

   Interest, net.................   50,545        8.9        47,668         9.3
   Amortization of cost in excess
    of net assets acquired.......    3,174        0.6         2,552         0.5
                                  ---------  -----------   ---------   ---------
                                   540,087       95.3       498,161        97.4
                                  ---------  -----------   ---------   - -------
Income before provision for                 
   income taxes .................   26,830        4.7        13,229         2.6

Provision for income taxes.......   11,644        2.0         5,821         1.1
                                  =========  ===========   =========  ==========
Net income....................... $ 15,186        2.7%       $7,408         1.5%
                                  =========  ===========   =========  ==========


Revenue

Revenue for the current quarter  increased 10.9%,  from $511.4 million to $566.9
million,  compared to the same period in 1998,  due primarily to overall  market
demand  (6.7%) and the  acquisition  of certain  car rental  assets of the Hayes
Leasing Company,  Inc. on May 1, 1998, (4.2%). The revenue increase reflected an
11 %  increase  in the  number of rental  transactions  and a 0.1%  decrease  in
revenue per rental transaction.

Costs and Expenses

Total costs and expenses for the current  quarter  increased  8.4%,  from $498.2
million to $540.1 million, compared to the same period in 1998. Direct operating
expenses increased 7.5%, from $210.4 million to $226.2 million,  compared to the
same period in 1998.  As a  percentage  of revenue,  direct  operating  expenses
declined  to 39.9%,  from  41.1% for the  corresponding  period in 1998.  Direct
Operating expenses included a non-recurring $7.5 million gain (1.3% of revenue),
resulting from the curtailment of the Company's defined benefit plans. Operating
efficiencies  were derived  primarily from lower vehicle damage expense (0.4% of
revenue) and lower airport  commissions  (1.0% of revenue).  These  efficiencies
were offset by higher  compensation  costs (0.8% of revenue) and higher facility
costs (0.5% of revenue).
      
                                        7
<PAGE>

Vehicle  depreciation and lease charges for the current quarter increased 12.0%,
from $133.4 million to $149.4 million, compared to the same period in 1998. As a
percentage  of revenue,  vehicle  depreciation  and lease  charges were 26.4% of
revenue,  as compared to 26.1% of revenue for the corresponding  period in 1998.
The change reflected a 9.8% increase in the average rental fleet combined with a
higher monthly cost per vehicle.  Selling,  general and administrative  expenses
for the current  quarter  increased 6.4%, from $104.1 million to $110.8 million,
compared to the same period in 1998. The increase was due to higher  reservation
costs, higher royalty fees, and higher general and administrative expenses.

Interest  expense for the current quarter  increased 6.0%, from $47.7 million to
$50.5  million,  compared to the same period in 1998,  due to higher  borrowings
required to finance the growth of the rental  fleet,  partially  offset by lower
average interest rates.

The  provision  for income  taxes for the  current  quarter  increased  to $11.6
million, from $5.8 million for the same period in 1998. The effective income tax
rate was  43.4%,  down from  44.0%  for the  corresponding  period in 1998.  The
effective tax rate reflects differences between foreign income tax rates and the
U.S.  federal  statutory  income tax rate,  taxes on the repatriation of foreign
earnings, and foreign withholding taxes on dividends paid to the Company.

Net income for the current  quarter  increased  105%, from $7.4 million to $15.2
million,  compared  to the same period in 1998.  The  increase  reflects  higher
revenue,  decreased  costs and expenses as a  percentage  of revenue and a lower
effective income tax rate.

Liquidity and Capital Resources

The Company's operations are funded by cash provided by operating activities and
by financing  arrangements  maintained by the Company in the markets in which it
operates.  The  Company's  primary  use of funds is for the  acquisition  of new
vehicles.  For the current quarter, the Company's  expenditures for new vehicles
were  approximately  $1.2  billion and  proceeds  from the  disposition  of used
vehicles were  approximately  $790  million.  In 1999,  the Company  expects its
expenditures  for new vehicles  (net of proceeds  from the  disposition  of used
vehicles) to be higher than in 1998.  The  financing  requirements  for vehicles
typically reaches an annual peak in the third calendar quarter,  as fleet levels
build up in response to increased rental demand during that period.  The typical
low point for cash requirements  occurs during the end of the fourth quarter and
the beginning of the first  quarter,  coinciding  with lower levels of fleet and
rental demand.  The Company has established  methods for disposition of its used
vehicles.  The  Company's  customer  receivables  also  provide  liquidity  with
approximately 11 days of daily sales outstanding.

The Company made capital  investments  for property  improvements  totaling $5.6
million for the current quarter, compared to $9.0 million for the same period in
1998.

The  Company's  fleet  financing  program  provides for  borrowings up to $ 3.75
billion,  comprised  of $2.25  billion of  asset-backed  medium  term notes (the
"Medium  Term  Notes") and the  issuance of up to $1.5  billion of  asset-backed
variable funding notes (the "Commercial Paper Notes"). The Medium Term Notes and
the Commercial  Paper Notes are backed by, among other things,  a first priority
security interest in the vehicles.

Avis  Rent A Car  System,  Inc.  ("ARACS"),  a  wholly-owned  subsidiary  of the
Company,  is party to a $350 million secured credit  agreement that provides for
(i) a revolving  credit  facility of up to $125 million which is available until
December  31,  2001 to  finance  the  general  corporate  needs  of ARACS in the
ordinary course of business with up to $75 million of such amount  available for
the issuance of standby letters of credit to support  workers'  compensation and
other  insurance  and  bond   requirements  of  ARACS,  the  Company  and  their
subsidiaries, in the ordinary course of business and (ii) a $225 million standby
letter of credit facility available on a revolving basis until April 15, 2000 to
fund  (a) any  shortfall  in  certain  payments  owing  AESOP  Leasing  L.P.,  a
subsidiary of ARACS,  pursuant to fleet  agreements and (b) maturing  Commercial
Paper  Notes,  if such  Commercial  Paper  Notes  cannot be repaid  through  the
issuance of  additional  Commercial  Paper Notes,  or draws under the  liquidity
facility  supporting the Commercial  Paper Notes. At March 31, 1999, the Company
had approximately  $168 million of additional credit available under the secured
credit agreement.

                                        8
<PAGE>

The Company  expects that cash flows from  operations  and funds from  available
credit  facilities  will be  sufficient  to  enable  the  Company  to  meet  its
anticipated  operating cash  requirements  for the next twelve months.  Based on
current market conditions and the Company's current banking  relationships,  the
Company  expects to fund  maturities of the Medium Term Notes by the issuance of
either new medium term notes or commercial paper depending on market  conditions
at the time the Medium  Term Notes  mature.  However,  the  Company  can give no
assurance that will occur.

Borrowings for the Company's  international  operations  consist mainly of loans
obtained from local and  international  banks. All borrowings for  international
operations  are  in the  local  currencies  of  the  countries  in  which  those
operations  are  conducted.  At March 31, 1999, the total debt for the Company's
international  operations was $119.1 million,  of which $112.2 million is due in
less than 12 months.  At March 31, 1999,  the impact on the Company's  liquidity
and  financial  condition  due to  exchange  rate  fluctuations  of its  foreign
operations is not material.

Seasonality

Car rental is a seasonal  business,  with decreased  travel in winter months and
heightened  activity in spring and summer. To accommodate  increased demand, the
Company  increases  its  available  fleet during the second and third  quarters.
Certain  of the  Company's  operating  expenses  are fixed and cannot be reduced
during periods of decreased rental demand. In certain  geographic  markets,  the
impact of seasonality has been reduced by emphasizing leisure or business travel
in the off-peak season.

Recent Accounting Standards  

Recent  pronouncements of the Financial Accounting Standards Board which are not
required to be adopted at this date,  include Statement of Financial  Accounting
Standards ("SFAS") No. 133 - "Accounting for Derivative  Instruments and Hedging
Activities,  ("SFAS 133"),  which is effective  for the  Company's  consolidated
financial statements for the year ending December 31, 2000. SFAS 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative  instruments  embedded in other contracts and for hedging activities.
It  requires  that an entity  recognize  all  derivatives  as  either  assets or
liabilities in the statement of financial  position at fair value.  The adoption
of SFAS 133  will  not have a  material  effect  on the  Company's  consolidated
financial statements.

Quantitative and Qualitative Disclosures About Market Risk

The  Company has  derivative  financial  instruments  at March 31, 1999 that are
sensitive  to  changes  in  interest  rates on its debt  obligations  and on its
interest  rate swap  agreements.  There  have been no  material  changes  to the
Company's derivative financial instruments for the quarter ended March 31, 1999.

Year 2000 Compliance

Many currently  installed  computer  systems and software  products are coded to
accept only two-digit entries in the date code field and cannot distinguish 21st
century dates from 20th century dates. Consequently, these software and computer
systems  need to be  either  reprogrammed,  upgraded  or  replaced  in  order to
properly function when Year 2000 arrives.

The  Company's  state of  readiness,  contingency  plans,  Year  2000  costs and
possible consequences from Year 2000 problems are as follows:

(i)  State of Readiness
     The Company has implemented a  comprehensive  plan to address the Year 2000
     requirements in its mission critical systems.  Mission critical systems are
     those whose failure poses a risk of disruption to the Company's  ability to
     provide   vehicle   reservation   and  rental   services.   The   Company's
     comprehensive  plan includes (i) the identification of all mission critical
     systems and the inventory of all hardware and software affected by the Year
     2000;  (ii)  assessment of these systems  including  prioritization;  (iii)
     modification,  upgrading and replacement of the affected systems;  and (iv)
     testing of the  systems.  The Company is using both  internal  and external
     sources to implement its plan. The Company has completed the remediation of
     its mission critical systems including the modification,
                                        9

<PAGE>

     upgrading and replacement of the affected systems.  The Company has 
     completed the testing of approximately 70% of these mission critical 
     systems.  The Company currently believes its mission  critical  systems 
     will be Year 2000  compliant in the summer of 1999.

     Much of the Company's technology,  including technology associated with its
     mission critical systems,  is purchased from third parties.  The Company is
     dependent  on those third  parties to assess the impact of Year 2000 on the
     technology they have supplied and to take any necessary  corrective action.
     The  Company  is  monitoring  the  progress  of  these  third  parties  and
     conducting  tests to determine  whether they have  accurately  assessed the
     problem and taken corrective action.

(ii) Contingency Plans
     Based upon the progress of its comprehensive plan, the Company expects that
     it will not  experience a disruption  of its  operations as a result of the
     change to the Year 2000. However,  there can be no assurance that the third
     parties who have supplied technology used in the Company's mission critical
     systems will be successful in taking  corrective action in a timely manner.
     The Company is  developing  contingency  plans with  respect to certain key
     technology  used in its mission  critical  systems,  which are  intended to
     enable the Company to continue to operate.  The  contingency  plans include
     performing  certain  processes  manually;  repairing  systems and  changing
     suppliers  if  necessary,  although  there can be no  assurance  that these
     contingency  plans  will  successfully  avoid  service  disruption  in  the
     reservation and rental of vehicles.  The Company believes,  that due to the
     widespread nature of potential Year 2000 issues,  the contingency  planning
     process is ongoing, which will require further modifications as the Company
     obtains additional information regarding (1) the Company's internal systems
     and equipment  during the  remediation  and testing phases of its Year 2000
     comprehensive  plan;  and  (2)  the  status  of  third  parties  Year  2000
     readiness.

(iii) Year 2000 Costs
     Total costs of hardware and software  remediation  are expected to be $22.3
     million. Costs of hardware and software remediation were approximately $3.0
     million in 1997, $8.4 million in 1998 and are estimated to be approximately
     $10.5 million in 1999 and $400,000 in 2000.  Costs of hardware and software
     remediation  were  approximately  $2.5  million for the three  months ended
     March 31, 1999. These estimates  include the costs of certain equipment and
     software for which planned  replacement  was  accelerated  due to Year 2000
     requirements.  In addition,  they reflected the cost of redeploying certain
     internal  resources to address the Year 2000  requirements.  This  estimate
     assumes that third party suppliers have accurately  assessed the compliance
     of their  products  and that they will  successfully  correct  the issue in
     non-compliant  products.  Because of the  complexity of correcting the Year
     2000 issue, actual costs may vary from these estimates. The Company expects
     to finance these costs through internally  generated cash flow and existing
     credit facilities.

(iv) Possible Consequences from Year 2000 Problems
     The  Company  believes  that  completed  and  planned   modifications   and
     conversions of its internal  systems and equipment will allow it to be Year
     2000 compliant in a timely manner. There can be no assurance, however, that
     the  Company's  internal  systems or equipment or those of third parties on
     which the Company  relies will be Year 2000 compliant in a timely manner or
     that the Company's or third  parties'  contingency  plans will mitigate the
     effects of any  non-compliance.  The failure of the systems or equipment of
     the  Company or third  parties  (which  the  Company  believes  is the most
     reasonably likely worst case scenario) could effect vehicle reservation and
     rental operations and could have a material adverse effect on the Company's
     business or consolidated financial statements.

Forward Looking Information

Certain  matters  discussed  in this  report that are not  historical  facts are
forward-looking  statements that are made pursuant to the safe harbor provisions
of  the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements  involve risks and uncertainties  including the impact of competitive
products and pricing, changing market conditions, the ability of the Company and
its vendors to complete the necessary  actions to achieve a Year 2000 conversion
for its computer systems and  applications,  and other risks which were detailed
from  time to time in the  Company's  publicly-filed  documents,  including  its
Annual  Report on Form 10-K for the  period  ended  December  31,  1998.  Actual
results  may differ  materially  from  those  projected.  These  forward-looking
statements represent the Company's judgement as of the date of this report.
                                       10

<PAGE>



                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                            Avis Rent A Car, Inc.
                                            --------------------------
                                           (Registrant)





Dated:   May 12, 1999                       By:  /s/ Kevin M. Sheehan
                                            --------------------------
                                            Name: Kevin M. Sheehan
                                            Title: Executive Vice President 
                                            and Chief Financial Officer
                                           (principal financial officer)




Dated:   May 12, 1999                       By:  /s/ Timothy M. Shanley
                                            ----------------------------
                                            Name: Timothy M. Shanley
                                            Title:Vice President and Controller
                                           (principal accounting officer)








                                       11

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


Exhibits  filed with Form 10-Q for the  quarter  ended  March 31, 1999 under the
Securities Exchange Act of 1934.

                              AVIS RENT A CAR, INC.

                         Commission file number 1-13315


                                  EXHIBIT INDEX


Exhibit
   No.                           Description                            Page No.


   27                     Financial Data Schedule for                     13
                            the Three months ended March 31, 1999











                                       12

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<ARTICLE>                     5

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   MAR-31-1999
<CASH>                                         41,071
<SECURITIES>                                        0
<RECEIVABLES>                                 274,815
<ALLOWANCES>                                   (3,443)
<INVENTORY>                                 3,558,957
<CURRENT-ASSETS>                                    0
<PP&E>                                        175,187
<DEPRECIATION>                                (27,480)
<TOTAL-ASSETS>                              4,820,736
<CURRENT-LIABILITIES>                               0
<BONDS>                                     3,369,713
                               0
                                         0
<COMMON>                                          359
<OTHER-SE>                                    592,192
<TOTAL-LIABILITY-AND-EQUITY>                4,820,736
<SALES>                                       566,917
<TOTAL-REVENUES>                              566,917
<CGS>                                               0
<TOTAL-COSTS>                                 485,635
<OTHER-EXPENSES>                                3,174
<LOSS-PROVISION>                                  733
<INTEREST-EXPENSE>                             50,545
<INCOME-PRETAX>                                26,830
<INCOME-TAX>                                   11,644
<INCOME-CONTINUING>                            15,186
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   15,186
<EPS-PRIMARY>                                     .48
<EPS-DILUTED>                                     .47
        


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