<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 5, 1999
AUTONATION, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-13107 73-1105145
(Commission File Number) (IRS Employer Identification No.)
110 S.E. 6TH STREET
FT. LAUDERDALE, FLORIDA 33301
- --------------------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (954) 769-6000
N.A.
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On August 2, 1999, AutoNation, Inc. (the "Company") reported that it
plans to separate its automotive rental division that includes National Car
Rental, Alamo Rent-A-Car and CarTemps USA. The Company said it is exploring
various strategic alternatives regarding the form of this separation. The
Company also announced that Michael E. Maroone, 45, formerly President of
AutoNation's Automotive Retail Group, has been named as its President and Chief
Operating Officer. Mr. Maroone succeeds John H. Costello who resigned as
President of the Company on July 30, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUTONATION, INC.
By: /s/ James O. Cole
------------------------------
James O. Cole
Senior Vice President,
General Counsel and Secretary
Dated: August 5, 1999
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press release dated August 2, 1999.
<PAGE> 1
EXHIBIT 99.1
AUTONATION, INC. SECOND QUARTER 1999 EARNINGS
1. EPS FROM CONTINUING OPERATIONS UP 91%, MEETING CONSENSUS ESTIMATE
2. COMPANY TO SEPARATE RENTAL OPERATIONS
3. BOARD APPROVES REPURCHASE OF ADDITIONAL $500 MILLION OF AN STOCK
4. MAROONE NAMED PRESIDENT & COO OF AUTONATION, INC.
FT. LAUDERDALE, FLORIDA (AUGUST 2, 1999) -AutoNation, Inc. (NYSE: AN) today
reported that for the three months ended June 30, 1999, earnings per share from
continuing operations rose 91 percent to $0.21 or $97.1 million, from $0.11, or
$54.2 million for the same period in 1998. For the six months ended June 30,
1999, earnings per share from continuing operations rose 89 percent to $0.34, or
$155.5 million, from $0.18, or $81.9 million for the same period last year.
These results do not include the Company's automotive rental or solid waste
operations, which are reflected in income from discontinued operations.
Revenue for the three months ended June 30, 1999, increased 60 percent to $5.1
billion from $3.2 billion for the same period in 1998. Revenue for the six
months ended June 30, 1999 increased 75 percent to $9.6 billion compared to $5.5
billion reported last year.
Operating income for the three months ended June 30, 1999 increased 63 percent
to $154.9 million from $94.9 million last year. Operating income for the six
months ended June 30, 1999 increased 76 percent to $247.8 million from $140.8
million last year.
Commenting on the Company's performance in the quarter, Steven R. Berrard,
Co-CEO, said, "AutoNation's automotive retail business continues to produce
outstanding results. Same store automotive franchise revenue grew 5%, including
an 8% gain in new vehicle unit sales. In Denver, where our 'Mile High' project
is now six months old, we generated same store revenue gains of more than 20%,
and we grew same store new vehicle unit sales more than 40%. At the same time,
the Company increased total automotive retail's same store margins to 3.5%
versus 3.3% last year, before retail overhead."
Commenting on the Company's position as the leading vehicle retailer on the
Internet, Mr. Berrard added, "During the second quarter, AutoNation sold more
than 10,000 vehicles via the Internet and generated over $230 million in
revenue. For the first half of 1999, we sold over 16,000 vehicles and generated
over $380 million in Internet-related revenue. AutoNationdirect.com, pairs the
Internet's largest inventory of new and used vehicles with the Internet's most
comprehensive package of online automotive shopping tools, including live online
help from trained Internet sales consultants. We are on track to offer the
complete inventory of all of our more than 412 franchises nationwide through
AutoNationdirect.com by early in the fourth quarter."
BOARD APPROVES SEPARATION OF RENTAL OPERATIONS
AutoNation also reported that the Company's Board of Directors today decided
that it would be in the best interest of the Company and its stockholders to
separate AutoNation's automotive rental division from the Company. The Board is
exploring various strategic alternatives regarding the form of separation. The
division includes National Car Rental, Alamo Rent-A-Car and CarTemps USA.
Commenting on the planned separation, AutoNation Chairman and Co-CEO, H. Wayne
Huizenga said, "AutoNation's Board of Directors believes the separation will
enhance shareholder value by making AutoNation a pure play automotive retailer,
enabling the investment community to better recognize and evaluate the strengths
and growth prospects of our automotive retail operations."
<PAGE> 2
Due to the planned separation, the automotive rental operations have been
reflected as discontinued operations. Income from discontinued operations, net
of taxes, for the three months ended June 30, 1999 was $404.1 million, or $0.90
per share, including the gain on the disposal of Republic Services, Inc., our
former waste subsidiary. Income from discontinued operations, net of taxes, for
the six months ended June 30, 1999 was $425.8 million, or $0.93 per share.
BOARD APPROVES ADDITIONAL $500 MILLION REPURCHASE PLAN
The Company's Board of Directors has also authorized the repurchase of an
additional $500 million of common stock under the Company's share repurchase
program. The Company is now authorized to repurchase up to $1 billion in common
stock of which $449 million has been repurchased through June 30, 1999.
MAROONE NAMED PRESIDENT OF AUTONATION, INC.
The Company also announced today that Michael E. Maroone, 45, formerly president
of AutoNation's Automotive Retail Group, has been named President and Chief
Operating Officer of AutoNation, Inc. Mr. Maroone succeeds John H. Costello, who
has resigned. With the separation of the rental vehicle operations from the
Company, Mr. Costello decided to step down to pursue internet business ventures
outside of AutoNation.
A second-generation automotive dealer, Mr. Maroone joined AutoNation in 1997
when the then Republic Industries acquired the Maroone Group, a south
Florida-based collection of franchised automotive dealerships that Mr. Maroone
led as President and Chief Executive Officer. At the Maroone Group, Mr. Maroone
oversaw one of the world's largest General Motors franchises, the third largest
Dodge franchise in the United States and the number one Isuzu franchise in the
world. Other Maroone Group franchises included Ford, Jeep and Oldsmobile.
As President of the AutoNation Retail Group, Mr. Maroone had responsibility for
the operations of the company's franchised dealerships and AutoNation USA used
vehicle megastores.
AutoNation, Inc. is the world's largest automotive retailer, with more than 412
automotive franchises and/or 42 AutoNation USA megastores in 24 states.
AutoNation also operates more than 270 web sites, including
AutoNationdirect.com, which offers the Internet's largest selection of new and
used vehicles. Its automotive rental operations, including Alamo Rent-A-Car,
Inc., National Car Rental System, Inc. and Car Temps USA, operates nationally
and in more than 65 countries.
CERTAIN STATEMENT AND INFORMATION INCURRED IN THIS RELEASE CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE FEDERAL PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE
THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCES, OR ACHIEVEMENTS EXPRESSED OR
IMPLIED IN SUCH FORWARD LOOKING STATEMENTS. ADDITIONAL DISCUSSION OF FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM MANAGEMENT'S
PROJECTIONS, FORECASTS, ESTIMATES AND EXPECTATIONS IS CONTAINED IN THE COMPANY'S
SEC FILINGS.
SOURCE AUTONATION, INC.
CO: AUTONATION, INC.
<PAGE> 3
AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- -------------------
1999 1998 % Change 1999 1998 % Change
--------- --------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 5,069.6 $ 3,172.6 60% $ 9,632.3 $ 5,516.0 75%
Cost of operations 4,362.6 2,741.0 8,315.3 4,767.1
--------- --------- --------- ---------
Gross margin 706.8 431.6 64% 1,317.0 748.9 76%
Selling, general and administrative 536.9 327.4 1,040.4 588.3
Corporate overhead 15.0 9.3 28.8 19.8
--------- --------- --------- ---------
Operating income 154.9 94.9 63% 247.8 140.8 76%
Net interest expense (4.6) (8.1) (7.9) (8.6)
Other income (expense) 1.4 (2.1) 3.1 (4.3)
--------- --------- --------- ---------
Income from continuing operations before income taxes 151.7 84.7 79% 243.0 127.9 90%
Provision for income taxes 54.6 30.5 87.5 46.0
--------- --------- --------- ---------
Income from continuing operations 97.1 54.2 79% 155.5 81.9 90%
Discontinued operations:
Income from discontinued operations,
net of income taxes and minority interest 24.8 73.2 46.5 122.6
Gain on disposal of RSG shares, net of income taxes 379.3 -- 379.3 --
--------- --------- --------- ---------
404.1 73.2 425.8 122.6
--------- --------- --------- ---------
Net income $ 501.2 $ 127.4 293% $ 581.3 $ 204.5 184%
========= ========= ========= =========
Diluted income per common and
common equivalent share:
Continuing operations $ 0.21 $ 0.11 91% $ 0.34 $ 0.18 89%
Discontinued operations 0.90 0.16 0.93 0.26
--------- --------- --------- ---------
Net income $ 1.11 $ 0.27 311% $ 1.27 $ 0.44 189%
========= ========= ========= =========
Weighted average common and common equivalent shares 453.1 473.9 459.0 466.9
========= ========= ========= =========
</TABLE>
(a) Operating results for the three and six months ended June 30, 1998 have been
restated to present the Company's automotive rental and solid waste services
divisions as discontinued operations.
