NATIONAL AUTO CREDIT INC
10-Q, 1994-09-12
AUTO RENTAL & LEASING (NO DRIVERS)
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<PAGE>   1


                       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         July 31, 1994                     
                               -----------------------------------------

                                       OR

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

For the transition period from ___________________  to __________________

                    Commission file number     0-12201      
                                           ------------------

                          NATIONAL AUTO CREDIT, INC.
- - ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


            DELAWARE                                  34-1050582         
- - ----------------------------------         -----------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)


                   30000 Aurora Road,  Solon, Ohio  44139                   
- - ------------------------------------------------------------------------------
             (Address of principal executive offices and zip code)


Registrant's telephone number, including area code  (216) 349-1000       
                                                   ---------------------------

                           AGENCY RENT-A-CAR, INC.
- - ------------------------------------------------------------------------------
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR IF CHANGED SINCE 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       No
                                                   ------       ------

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

       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 subsequent to the distribution of securities under a plan confirmed by a
court.                                         Yes           No
                                                   ------       ------

       APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the
latest practicable date:  26,876,201 shares as of August 31, 1994.

<PAGE>   2


<TABLE>

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                               TABLE OF CONTENTS




<CAPTION>
                                                                                    PAGE NUMBER
                                                                                    -----------
<S>                                                                                  <C>
PART I.  FINANCIAL INFORMATION:                                                  
                                                                                 
                                                                                 
  Item 1.          Financial Statements                                          
                                                                                 
                   Consolidated Balance Sheets -                                 
                   July 31, 1994 and January 31, 1994                                    1 - 2
                                                                                 
                   Consolidated Statements of Income - Three Months              
                   and Six Months Ended July 31, 1994 and 1993                             3
                                                                                 
                   Consolidated Statements of Cash Flows -                       
                   Six Months Ended July 31, 1994 and 1993                                 4
                                                                                 
                   Notes to Consolidated Financial Statements                            5 - 7
                                                                                 
                                                                                 
  Item 2.          Management's Discussion and Analysis of                       
                   Financial Condition and Results of Operations                         8 - 11
                                                                                 
                                                                                 
PART II. OTHER INFORMATION:                                                      
                                                                                 
  Item 4.          Submission of Matters to a Vote of                            
                   Security Holders                                                       12
                                                                                 
  Item 6.          Exhibits and Reports on Form 8-K                                       12

</TABLE>

<PAGE>   3
<TABLE>

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                             (Thousands of Dollars)


                                     ASSETS

<CAPTION>
                                                                      JULY 31,              JANUARY 31,
                                                                       1994                    1994    
                                                                    -----------             -----------
                                                                    (Unaudited)
<S>                                                                 <C>                     <C>
CASH AND CASH EQUIVALENTS                                           $    538                $    758

ACCOUNTS AND NOTES RECEIVABLE (Note B)                               137,659                  93,347

PREPAID EXPENSES                                                       4,542                   5,979

PROPERTY AND EQUIPMENT
  Rental automobiles                                                 186,000                 247,272
  Dealership inventory                                                24,788                  26,428
  Other property and equipment                                        29,224                  31,615
                                                                    --------                --------
                                                                     240,012                 305,315
  Less: accumulated depreciation                                     (68,504)                (74,648)
                                                                    --------                -------- 
                                                                     171,508                 230,667

OTHER ASSETS                                                          17,192                  19,370
                                                                    --------                --------

                                                                    $331,439                $350,121
                                                                    ========                ========

<FN>





See notes to consolidated financial statements.

</TABLE>





                                      -1-
<PAGE>   4


<TABLE>
                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                (Thousands of Dollars, Except Per Share Amounts)


                      LIABILITIES AND STOCKHOLDERS' EQUITY



<CAPTION>
                                                                      JULY 31,              JANUARY 31,
                                                                       1994                    1994    
                                                                    -----------             -----------
                                                                    (Unaudited)
<S>                                                                 <C>                     <C>
LIABILITIES
  Accounts payable and accrued expenses                             $ 12,918                $ 13,609
  Dealer holdbacks, net                                               25,757                  13,704
  Self-insurance claims                                               31,196                  34,425
  Notes payable                                                        9,590                   9,590
  Operating debt (Note C)                                             33,884                  68,491
  Deferred income taxes                                               28,087                  33,045
                                                                    --------                --------
                                                                     141,432                 172,864
                                                                    --------                --------

STOCKHOLDERS' EQUITY
  Preferred stock - $.05 par value,
    authorized 2,000,000 shares,
    none issued                                                           --                      --

  Common stock - $.05 par value,
    authorized 30,000,000 shares,
      26,863,496 issued at July 31,
      26,649,322 issued at January 31                                  1,344                   1,333

  Additional paid-in capital                                         124,716                 122,905

  Retained earnings (including cumulative
    foreign currency translation loss
    of $1,242 at July 31 and $895 at
    January 31)                                                       71,804                  60,876

  Treasury stock, at cost, 960,668 shares
    at July 31 and January 31                                         (7,857)                 (7,857)
                                                                    --------                -------- 
                                                                     190,007                 177,257
                                                                    --------                --------

                                                                    $331,439                $350,121
                                                                    ========                ========

<FN>





See notes to consolidated financial statements.

</TABLE>


                                      -2-
<PAGE>   5



<TABLE>

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                (Thousands of Dollars, Except Per Share Amounts)

                                  (Unaudited)



<CAPTION>
                                                                THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                     JULY 31,                       JULY 31,      
                                                               -----------------------       ------------------------
                                                                 1994            1993          1994             1993 
                                                               -------         -------       --------        --------
<S>                                                            <C>             <C>           <C>             <C>
REVENUE
  Automobile rentals                                           $36,119         $61,196       $ 75,258        $126,591
  Dealership operations                                         15,889          21,013         35,015          37,231
  Financial services                                             5,314           1,301          9,506           1,791
                                                               -------         -------       --------        --------
    Total                                                       57,322          83,510        119,779         165,613

COSTS AND EXPENSES
  Cost of goods sold and operating expenses:
    Automobile rentals                                          15,121          25,632         32,453          54,672
    Dealership operations                                       14,990          21,439         33,472          37,282
    Financial services                                             714             186          1,183             284
  Depreciation and amortization                                  9,601          16,471         21,044          35,514
  Selling, general and administrative                            5,488          10,413         12,054          21,554
  Interest                                                         601           1,342          1,239           2,750
                                                               -------         -------       --------        --------
    Total                                                       46,515          75,483        101,445         152,056
                                                               -------         -------       --------        --------


INCOME BEFORE INCOME TAXES                                      10,807           8,027         18,334          13,557

PROVISION FOR INCOME TAXES                                       4,161           2,970          7,059           5,016
                                                               -------         -------       --------        --------

NET INCOME                                                     $ 6,646         $ 5,057       $ 11,275        $  8,541
                                                               =======         =======       ========        ========

EARNINGS PER SHARE                                             $   .26         $   .20       $    .44        $    .34
                                                               =======         =======       ========        ========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING (000's)                                    25,839          25,434         25,786          25,420
                                                               =======         =======       ========         =======

<FN>





See notes to consolidated financial statements.

</TABLE>




                                      -3-
<PAGE>   6

<TABLE>

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (Thousands of Dollars)

                                  (Unaudited)


<CAPTION>
                                                                                          SIX MONTHS ENDED
                                                                                               JULY 31,      
                                                                                     ----------------------------
                                                                                       1994                1993  
                                                                                     --------            --------
<S>                                                                                  <C>                 <C>
Cash Flows from Operating Activities:
   Net income                                                                        $ 11,275            $  8,541
   Adjustments to reconcile net income to net cash
     provided by operating activities:
         Depreciation and amortization                                                 21,044              35,514
         Provision for credit losses                                                    1,395               1,133
         Deferred income taxes                                                         (3,878)               (247)
         Changes in operating assets and liabilities:
            Accounts receivable                                                         5,008               5,848
            Accounts payable and accrued expenses                                        (691)             (1,623)
            Self-insurance claims                                                      (3,229)             (5,376)
            Other operating assets and liabilities                                        688               3,627
                                                                                     --------            --------

          Net cash provided by operating activities                                    31,612              47,417
                                                                                     --------            --------

Cash Flows from Investing Activities:
   Principal collected on installment notes receivable                                 17,997               2,246
   Purchase of rental automobiles                                                     (10,251)            (60,998)
   Proceeds from sale of rental automobiles                                            15,907              41,257
   Purchase of other property and equipment                                              (420)             (3,673)
   Advances to dealers and payments of dealer holdbacks                               (21,976)             (4,221)
   Other investing activities, net                                                         44                (534)
                                                                                     --------            -------- 

          Net cash provided by (used in) investing activities                           1,301             (25,923)
                                                                                     --------            -------- 

Cash Flows from Financing Activities:
   Principal payments, net of new borrowings on
     operating debt and notes payable                                                 (34,607)            (21,657)
   Other financing activities, net                                                      1,474                 132
                                                                                     --------            --------

          Net cash used in financing activities                                       (33,133)            (21,525)
                                                                                     --------            -------- 

Decrease in cash and cash equivalents                                                    (220)                (31)

Cash and cash equivalents at beginning of period                                          758               1,383
                                                                                     --------            --------

Cash and cash equivalents at end of period                                           $    538            $  1,352
                                                                                     ========            ========

Supplemental Disclosures of Cash Flow Information:
   Interest paid                                                                     $  1,392            $  3,245  
                                                                                     ========            ========  
   Income taxes paid                                                                 $ 11,732            $  4,113  
                                                                                     ========            ========  
                                  
Supplemental Schedule of Non-Cash Investing Activities:
   Sale of rental automobiles and dealership inventory                               $ 33,312            $ 22,359
   Additions to dealer holdback, net                                                   38,132               8,373
                                                                                     --------            --------
   Additions to installment notes receivable, net                                    $ 71,444            $ 30,732
                                                                                     ========            ========

<FN>


See notes to consolidated financial statements.

</TABLE>



                                      -4-
<PAGE>   7

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)



NOTE A - Consolidated Financial Statements
         ---------------------------------

         The accompanying consolidated financial statements include the
         accounts of National Auto Credit, Inc. (formerly Agency Rent-A-        
         Car, Inc.) and its subsidiaries.

         The consolidated balance sheet at July 31, 1994, the consolidated
         statements of income and the consolidated statements of cash flows for
         the three-month and six-month periods ended July 31, 1994 and 1993,
         have been prepared by the Company without audit.  In the opinion of
         management, all normal and recurring adjustments necessary to present
         fairly the financial position, results of operations and cash flows at
         July 31, 1994 and for all periods presented have been made.

         Certain prior period amounts have been reclassified to conform with
         the current year presentation.

         Certain information and footnote disclosures, which are normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles, have been condensed or omitted.  It is
         suggested that these consolidated financial statements be read in
         conjunction with the financial statements and notes thereto included
         in the Company's January 31, 1994 Form 10-K Annual Report.  The
         results of operations for the three-month and six-month periods ended
         July 31, 1994 may not necessarily be indicative of the operating
         results for the full year.

         Earnings per share are computed on the basis of the weighted average
         common shares outstanding during the period. Common share equivalents
         have been excluded from this computation since they have less than a
         3% dilutive effect.

         Management periodically reviews depreciation rates and revises, where
         appropriate, based upon a variety of factors including the strength of
         the used car market, general economic conditions and estimated useful
         life.  Gains and losses upon the sale of rental automobiles are either
         recorded as an adjustment to depreciation expense or are included in
         dealership operations, depending on the method of disposal.  The net
         gain from the sale of automobiles totalled $1,185,000 and $742,000 for
         the quarters ended July 31, 1994 and 1993, respectively. The gain for
         the six months ended July 31, 1994 and 1993 was $1,881,000 and
         $1,255,000, respectively.  The number of automobiles sold by the
         Company, either through dealership operations or other methods, were
         2,891 and 5,096 for the quarters ended July 31, 1994 and 1993
         respectively, and 5,907 and 9,744 for the six months ended July
         31, 1994 and 1993, respectively.


                                      -5-
<PAGE>   8


                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


NOTE A - Consolidated Financial Statements (cont.)
         -----------------------------------------

         Dealership inventory is stated at lower of cost or estimated   
         wholesale market.

         Dealer holdbacks are the amounts payable to member dealers from the
         acceptance of retail installment contracts, net of cash advanced.  The
         cash advances are based upon certain criteria and are interest-bearing
         at the prime rate less 3%.  The dealer holdbacks protect the Company
         from potential losses associated with the installment contracts.  The
         dealer holdbacks are not paid until all advances related to a
         particular dealer have been recovered.  At July 31, 1994 and January
         31, 1994 the components of dealer holdbacks were payables of
         $112,054,000 and $61,418,000 net of $86,297,000 and $47,714,000 of
         advances, respectively.

NOTE B - Accounts and Notes Receivable
         -----------------------------

         Components of accounts and notes receivable were as follows:

<TABLE>
<CAPTION>
                                                                      July 31,              January 31,
                                                                       1994                    1994    
                                                                    -----------             -----------
                                                                              (In thousands)
         <S>                                                        <C>                     <C>
         Trade accounts                                             $ 15,417                $ 20,840
         Less: allowance for doubtful accounts                        (3,835)                 (5,474)
                                                                    --------                -------- 
           Trade accounts, net                                        11,582                  15,366
         
         Installment notes receivable                                152,179                  93,233
         Unearned income                                             (24,584)                (16,036)
         Less: allowance for loan losses                              (2,792)                 (1,714)
                                                                    --------                -------- 
           Installment notes receivable, net                         124,803                  75,483
         
         Other                                                         1,274                   2,498
                                                                    --------                --------
                                                                    $137,659                $ 93,347
                                                                    ========                ========
</TABLE> 
         
         Trade accounts are receivables generated when the Company rents
         automobiles, principally to individuals whose automobiles are out of
         service due to accident, theft, damage or major repair. The Company
         extends credit to the customer's insurance company when coverage is
         provided, or to their corporate employer, as   applicable, to cover the
         cost of the rental.

         Installment notes receivable are loans made by the Company's finance
         subsidiary which is principally engaged in the financing of used
         automobiles.  The Company records the gross amount of the contract as
         an installment note receivable and the amount of its discount as
         unearned income.  For balance sheet presentation, the unearned income
         is netted from the gross amount of the note.  Installment notes
         generally have initial terms ranging from 12 to 42 months with an
         average initial term of 31 months.  The notes are collateralized by the
         related vehicle.     

                                      -6-
<PAGE>   9

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


NOTE C -  Operating Debt
          --------------

          Operating debt consisted of the following:

<TABLE>
<CAPTION>
                                                                       July 31,            January 31,
                                                                        1994                  1994    
                                                                     -----------           -----------
                                                                              (In thousands)
          <S>                                                         <C>                   <C>
          Commercial paper                                            $ 33,574              $ 66,981
          Unsecured lines of credit                                        310                 1,510
                                                                      --------              --------
                                                                      $ 33,884              $ 68,491
                                                                      ========              ========
</TABLE>  

          The Company has an unsecured short-term commercial paper
          program in the aggregate of $200 million.  Outstanding
          commercial paper was borrowed at a weighted average interest
          rate of 4.35% and 3.34% at July 31, 1994 and January 31, 1994,
          respectively.
          
          At July 31, 1994, the Company had short-term unsecured lines of
          credit with banks totalling $144 million, net of outstanding
          letters of credit.  There are no fees or compensating balances
          associated with these credit facilities which are provided on
          an uncommitted basis.
          
          Borrowings under these lines of credit were at a weighted
          average interest rate of 4.45% and 3.40% at July 31, 1994 and
          January 31, 1994, respectively.
          
          The Company maintains a committed bank facility of $40 million.
          There are no compensating balances associated with this
          facility and, as of July 31, 1994, the Company is in full
          compliance with all restrictive covenants.  The agreement
          expires May 31, 1995 and can be extended at the discretion of
          the parties.  As of July 31, 1994 there have been no borrowings
          under this agreement.
          
          



                                      -7-
<PAGE>   10
                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
- - ---------------------
                                    Overview
                                    --------

       National Auto Credit, Inc. (the Company), formerly Agency Rent-A-Car,
Inc. had net income for the quarter ended July 31, 1994 of $6.6 million or $.26
per share as compared to $5.1 million or $.20 per share for the quarter ended
July 31, 1993.  This 31% increase in earnings was achieved as a result of an
$.11 per share contribution by the Company's financial services subsidiary,
NAC, Inc.  This contribution represents close to a 300% increase over the $.03
per share from the same quarter of a year ago.

       During August 1994, National Auto Credit, Inc. began trading on The
Nasdaq Stock Market under this, their new name.  The name change, from Agency
Rent-A-Car, Inc., was approved by the Company's stockholders at the annual
meeting held on June 22, 1994.

       Earnings per share and net income for the six months ended July 31, 1994
were $.44 and $11.3 million, respectively.  This compares to earnings per share
of $.34 and net income of $8.5 million for the six months ended July 31, 1993.
NAC, Inc.'s contribution to earnings was $.20 per share compared to $.04 per
share for the six months ended July 31, 1993.

                               Financial Services
                               ------------------

       Financial services revenue, generated by NAC, Inc., consisting primarily
of interest and fee income, increased to $5.3 million  during the quarter ended
July 31, 1994 from $1.3 million for the quarter ended July 31, 1993 and
increased to $9.5 million from the $1.8 million for the six months then ended.
This revenue growth was achieved by increasing the gross installment notes
receivable portfolio as follows:

<TABLE>
<CAPTION>
                                            Gross Installment
                                             Notes Receivable                 Number of
                Balance as of:                (in Millions)                   Contracts
               ----------------             -----------------                 ---------
               <S>                                 <C>                          <C>
               January 31, 1993                    $ 5.1                         1,000
               July 31, 1993                        40.8                         5,600
               January 31, 1994                     93.2                        12,900
               July 31, 1994                       152.2                        21,500
</TABLE>

       During the current quarter net dealer enrollments increased by over 100
dealers, bringing the total dealer network to over 1,200 members as of July 31,
1994 compared to 500 as of July 31, 1993.

       Operating margins continue to remain strong exceeding 86% for both the
current quarter as well as the six months ended July 31, 1994.  Operating
expenses increased by $528,000 from the year before to $714,000 for the quarter
ended July 31, 1994.  This increase reflects the incremental costs incurred to
support the Company's


                                      -8-
<PAGE>   11

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


expanding operations, including its five branch locations.  The Company
operated out of a single location for the majority of the first six months of
fiscal 1994.

       In pursuing its goal to become the premier alternative financing source
for new and used car dealers, a sixth branch location is expected to be opened
soon.  The Company expects that its gross installment notes receivables
portfolio will exceed $200 million with over 1,500 enrolled member dealers by
year end.

                               Automobile Rentals
                               ------------------

       Automobile rental revenue decreased to $36.1 million for the quarter
ended July 31, 1994, down from $61.2 million for the same period the year
before.  For the six months ended July 31, 1994 revenue was $75.3 million
compared to $126.6 million for the same period ended July 31, 1993, a decrease
of $51.3 million.  Declines in both quarterly and year-to-date comparisons are
attributable primarily to a lower fleet size.  Fleet utilization and rental
rates remained  relatively constant in the second quarter of fiscal 1995
compared to the second quarter of fiscal 1994 as well as for the year-to-date
periods.  The average fleet size for the three months ended July 31, 1994 was
19,000 cars which compares to 32,000 cars for the same quarter last year.  The
average fleet size for the six month periods ended July 31, 1994 and July 31,
1993 were 20,000 cars and 34,000 cars, respectively.

       Operating expenses decreased from $25.6 million for the three months
ended July 31, 1993 to $15.1 million for the same period ended July 31, 1994
and from $54.7 million to $32.5 million for the six month periods then ended.
Expense reductions of 41% are directly proportionate to the decline in average
fleet and reflect savings in salaries, rent, claims and maintenance due to
fleet reductions and office closings in high-risk major metropolitan areas.

       There were an average of 383 offices in operation during this year's
second quarter as compared to 583 offices during the second quarter of fiscal
1994.  As operating margins are closely scrutinized only offices with the
greatest potential for profit will remain in operation.  Further office
closings and consolidations are expected by year end leaving the Company with
approximately 300 offices, concentrated in the major metropolitan areas across
the country.  Fleet will be further reduced, through these consolidations, by a
few thousand vehicles.

                             Dealership Operations
                             ---------------------

       Dealership operations consists of the distribution and sale of retired
fleet vehicles principally to NAC, Inc.'s, member dealers for retail sale.
Dealership revenue was $15.9 million for the quarter ended July 31, 1994 as
compared to $21.0 million for the quarter



                                      -9-
<PAGE>   12

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ended July 31, 1993 and $35.0 million and $37.2 million for the six month
periods then ended.  This revenue decrease reflects a shift in emphasis from
retail sales in fiscal 1994 during which all Company operated retail locations
were closed or converted to servicing locations for NAC, Inc., program car
sales.  The number of units sold has declined but margins have improved from
last fiscal year for the comparable quarter and six month periods, due to
slightly higher average selling prices and the cost savings realized by the
elimination of the retail sale operations.

                            Other Costs and Expenses
                            ------------------------

       As a direct result of the reduction in fleet size, DEPRECIATION AND
AMORTIZATION EXPENSE declined $6.9 million in the second quarter compared to
the same period one year ago and $14.5 million for the six months ended July
31, 1994 compared to the same period ended July 31, 1993.  The average monthly
composite depreciation rate remained relatively constant between these periods
at approximately 1.5%.

       SELLING, GENERAL AND ADMINISTRATIVE EXPENSES declined $4.9 million for
the second quarter compared to the same quarter of fiscal 1994 and $9.5 million
for the six month period ended July 31,1994 compared to the six months ended
July 31, 1993.  The decreases for both the current quarter and year-to-date are
attributable to the strategically planned cost reductions associated with the
downsizing of rental operations predominately in salaries, advertising and
promotional expenses.

       INTEREST EXPENSE for the three months ended July 31, 1994 was $601,000,
a 55% decrease from the $1.3 million a year earlier.  This decline is largely
due to the reduction in the average debt level from $146.1 million to $52.7
million.  For the six months ended July 31, 1994, interest expense decreased
$1.5 million to $1.2 million from the six months ended July 31, 1993.  The
decrease is due to a decline in the average debt level from $150.3 million to
$60.0 million in the current period.

LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------

       The Company's principal sources of internally generated funds are cash
flow from operations and principal collected on installment notes.  Total cash
generated from these sources during the first six months of the year amounted
to $49.6 million compared to $49.7 million for the first six months of fiscal
1994.

       External sources of funds available to the Company at July 31, 1994
amounted to $200 million in commercial paper, $144 million in unsecured
uncommitted short-term bank lines of credit, $40 million in unsecured committed
bank lines of credit and $75 million in lines of credit with automobile
manufacturers.  The Company also maintains the flexibility to selectively
utilize alternative financing sources for



                                      -10-
<PAGE>   13

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


the purchase of fleet vehicles.  Outstanding borrowings at July 31, 1994
amounted to $33.6 million in commercial paper and $9.9 million in unsecured
uncommitted short-term lines of credit.

       The Company believes it has sufficient internal and external sources of
funds available to meet its current obligations, to fund current operating and
capital requirements and to finance future growth.

       The ratio of operating debt to total capital was 13% at July 31, 1994
compared to 25% at January 31, 1994.  The decline reflects lower debt levels as
a result of a reduction in fleet purchases necessary to support the reduced
fleet size.  It is anticipated that debt levels will decline further due to the
minimal number of fleet purchases planned.





                                      -11-
<PAGE>   14

                  NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES




                           PART II. OTHER INFORMATION


ITEM 4.        Submission of Matters to a Vote of Security Holders
               ---------------------------------------------------

               The Annual Meeting of Stockholders was held on June 22, 1994.

               The matters voted upon were: the election of three directors,
               adoption of the 1993 Equity Incentive Plan, which would replace
               the 1983 Stock Option Plan that expired on April 17, 1993 and a
               proposal to change the Company's name to National Auto Credit,
               Inc.  Following is a summary of the voting results for each
               ballot item:

<TABLE>
<CAPTION>
                                                                       Votes
                                                     Votes            Against                           Broker
                                                    in Favor        or Withheld        Abstentions     Non-Votes 
                                                   ---------        -----------        -----------    -----------
                <S>                               <C>               <C>                 <C>         <C> 
                Election of Directors
                  Per E. Hoel                     25,028,332           173,186              --             --
                  Edward N. Leszczynski           25,029,413           172,105              --             --
                  Kelly W. Reagan                 25,029,422           172,096              --             --

                Adoption of the 1993
                Equity Incentive Plan             19,838,571         3,616,601            36,428      1,709,918

                Changing the Company's
                Name                              25,129,365            54,214            17,939           --
</TABLE>



ITEM 6.       Exhibits and Reports on Form 8-K
              --------------------------------

              a)     Exhibits
                     --------

                     Exhibit 27 - Financial Data Schedule
                     ------------------------------------

                     Electronically filed with the Securities and Exchange 
                     Commission pursuant to Item 601(c) of Regulation S-K


              b)     Reports on Form 8-K
                     -------------------

                     No reports on Form 8-K were filed during the quarter 
                     ended July 31, 1994.





                                      -12-
<PAGE>   15


                                   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 thereunto duly authorized.



                                     NATIONAL AUTO CREDIT, INC.



Date:  September 12, 1994        By: /S/ Sam J. Frankino      
     ----------------------          -------------------------
                                     Sam J. Frankino
                                     Chairman of the Board
                                     and Chief Executive Officer


                                 By: /S/ Robert J. Bronchetti 
                                     -------------------------
                                     Robert J. Bronchetti
                                     President and
                                     Chief Financial Officer
                                     (Principal Financial and
                                     Accounting Officer)






                                      -13-
<PAGE>   16


                               INDEX OF EXHIBITS


Exhibit Number                               Description
- - --------------                               -----------
       27                                    Financial Data Schedule



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>     This schedule contains summary financial 
             information extracted from the balance
             sheet and income statement and is qualified
             in its entirety by reference to such
             financial statements.
<MULTIPLIER> 1,000
       
<S>                                <C>
<PERIOD-TYPE>                      6-MOS
<FISCAL-YEAR-END>                          JAN-31-1994
<PERIOD-END>                               JUL-31-1994
<CASH>                                             538
<SECURITIES>                                         0
<RECEIVABLES>                                  168,870
<ALLOWANCES>                                   (6,627)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         240,012
<DEPRECIATION>                                (68,504)
<TOTAL-ASSETS>                                 331,439
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                         1,344
                                0
                                          0
<OTHER-SE>                                     188,663
<TOTAL-LIABILITY-AND-EQUITY>                   331,439
<SALES>                                         35,015
<TOTAL-REVENUES>                               119,779
<CGS>                                           33,472
<TOTAL-COSTS>                                   67,108
<OTHER-EXPENSES>                                21,044
<LOSS-PROVISION>                                 2,975
<INTEREST-EXPENSE>                               1,239
<INCOME-PRETAX>                                 18,334
<INCOME-TAX>                                     7,059
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,275
<EPS-PRIMARY>                                      .44  
<EPS-DILUTED>                                        0
       

</TABLE>


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