<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ____________ to ____________
Commission File Number 0-14819
RENT-A-WRECK OF AMERICA, INC.
(Exact name of small business issuer as
specified in its Charter)
Delaware 95-3926056
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11460 Cronridge Drive, Suite 120, Owings Mills, MD 21117
(Address of principal executive offices)
(410) 581-5755
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 4,075,142 shares as of
January 15, 1997.
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
<PAGE> 2
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
FORM 10-QSB - DECEMBER 31, 1996
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information Page
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of
March 31, 1996 and
December 31, 1996 (Unaudited) 2-3
Consolidated Statements of Earnings for
the Three and Nine Months ended
December 31, 1995 and 1996 (Unaudited) 4
Consolidated Statements of Cash Flows for
Nine Months ended December 31, 1995 and
1996 (Unaudited) 5
Notes to Consolidated Financial Statements
(Unaudited) 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-10
Part II. Other Information
Item 1. Legal proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Secururities 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
<PAGE> 3
Part I - Financial Information
Item 1 - Financial Statements
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1996
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and Cash Equivalents .......................... $ 579,871 $ 705,501
Accounts Receivable, net of allowance
for doubtful accounts of $775,376
and $892,392 at March 31, 1996 and
December 31, 1996, respectively:
Continuing License Fees and
Advertising Fees ........................ 267,203 305,123
Current Portion of Notes Receivable ....... 512,771 480,658
Current Portion of Direct Financing
Leases .................................. 33,872 51,238
Insurance Premiums Receivable ................ 171,943 200,229
Other ..................................... 6,388 9,359
Prepaid Expenses ................................... 85,787 110,446
----------- -----------
TOTAL CURRENT ASSETS ........................... 1,657,835 1,862,554
----------- -----------
NOTES AND LEASE RECEIVABLES, net of non-current
allowance for doubtful accounts of $17,604
and $16,284 at March 31, 1996 and December
31, 1996, respectively:
Notes Receivable ............................... 9,846 --
Direct Financing Leases ........................ 14,011 45,705
----------- -----------
23,857 45,705
----------- -----------
PROPERTY AND EQUIPMENT:
Vehicles ......................................... 42,525 53,025
Furniture, Equipment and Leasehold
Improvements ................................... 639,439 717,599
----------- -----------
681,964 770,624
Less: Accumulated Depreciation and
Amortization .............................. (358,018) (426,814)
----------- -----------
NET PROPERTY AND EQUIPMENT ......................... 323,946 343,810
----------- -----------
OTHER ASSETS:
Trademarks and other Intangible Assets, net of
accumulated amortization of $194,312 and
$17,397 at March 31, 1996 and December 31,
1996, respectively ............................. 158,743 218,822
----------- -----------
TOTAL ASSETS ................................... $ 2,164,381 $ 2,470,891
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
2
<PAGE> 4
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1996 1996
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses ............ $ 598,436 $ 669,712
Dividends Payable ................................ 31,327 29,975
Insurance Premiums, Deposits, and Loss
Reserves ....................................... 109,695 127,942
Current Maturities of Capital Lease
Obligations .................................... 16,603 8,698
----------- -----------
TOTAL CURRENT LIABILITIES ...................... 756,061 836,327
----------- -----------
CAPITAL LEASE OBLIGATIONS, Less Current
Maturities ....................................... 35,927 32,810
----------- -----------
TOTAL LIABILITIES .............................. 791,988 869,137
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Convertible Cumulative Series A Preferred Stock,
$.01 par value; authorized 10,000,000 shares;
issued and outstanding 1,566,375 shares at
March 31, 1996 and 1,498,750 shares at
December 31, 1996 (aggregate liquidation
preference $1,253,100 at March 31, 1996
and $1,199,000 at December 31, 1996) ........... 15,664 14,987
Common Stock, $.01 par value; authorized
25,000,000 shares; issued and outstanding
4,121,642 shares at March 31, 1996 and
4,075,142 shares at December 31, 1996 .......... 41,216 40,751
Additional Paid-In Capital ....................... 2,992,198 2,897,089
Cumulative Deficit ............................... (1,676,685) (1,351,073)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY ..................... 1,372,393 1,601,754
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY ....................................... $ 2,164,381 $ 2,470,891
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
3
<PAGE> 5
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended December 31, Ended December 31,
1995 1996 1995 1996
----------------------- ------------------
<S> <C> <C> <C> <C>
REVENUES:
Initial License Fees....................$ 192,000 $ 157,500 $ 592,750 $ 620,000
Advertising Fees........................ 155,590 138,800 443,814 495,167
Continuing License Fees................. 463,832 436,424 1,375,209 1,528,091
Auto Rental Operations.................. - 1,970 3,750 2,038
Direct Financing Leases To Franchisees.. 505 - 12,846 5,498
Other................................... 79,806 62,419 240,386 206,418
----------- ----------- ----------- ----------
891,733 797,113 2,668,755 2,857,212
----------- ----------- ----------- ----------
EXPENSES:
Salaries, Consulting Fees and
Employee Benefits..................... 158,610 177,088 488,364 556,603
Direct Operating Expenses............... 94,621 101,968 296,140 282,424
Advertising and Promotion............... 213,728 189,035 605,012 680,169
General and Administrative Expenses..... 207,600 209,174 558,085 598,269
Bad Debt Expenses (Recoveries).......... 91,356 (44,500) 264,099 120,019
Depreciation & Amortization............. 13,484 27,911 40,900 83,466
----------- ----------- ---------- ----------
779,399 660,676 2,252,600 2,320,950
----------- ----------- ----------- ----------
OPERATING INCOME.................... 112,334 136,437 416,155 536,262
INTEREST INCOME, NET...................... 15,380 18,048 41,081 48,802
----------- ----------- ----------- ----------
INCOME BEFORE INCOME TAX EXPENSE.... 127,714 154,485 457,236 585,064
----------- ----------- ----------- ----------
INCOME TAX EXPENSE........................ 4,150 59,631 23,400 104,931
----------- ----------- ----------- ----------
NET INCOME..........................$ 123,564 $ 94,854 $ 433,836 $ 480,133
DIVIDENDS ON CONVERTIBLE CUMULATIVE
PREFERRED STOCK......................... 32,565 29,975 98,795 90,865
----------- ----------- ----------- ----------
NET INCOME APPLICABLE TO COMMON
AND COMMON EQUIVALENT SHARES............$ 90,999 $ 64,879 $ 335,041 $ 389,268
----------- ----------- ----------- ----------
EARNINGS PER COMMON SHARE.................$ .02 $ .01 $ .07 $ .08
=========== =========== =========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING.... 4,386,305 4,387,321 4,386,305 4,387,321
=========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these Consolidated Statements.
4
<PAGE> 6
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended December 31,
1995 1996
--------- ---------
<S> <C> <C>
Increase (decrease) in cash and cash
equivalents
Cash flows from operating activities:
Net income .............................................. $ 433,836 $ 480,133
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization........................ 40,900 83,466
Gain on disposal of property and equipment........... (1,800) (1,578)
Provision for doubtful accounts...................... 264,099 115,696
Changes in assets and liabilities:
Accounts and notes receivable...................... (174,224) (191,974)
Prepaid expenses................................... 10,870 (24,659)
Other assets....................................... 6,257 -
Accounts payable and accrued
expenses......................................... (38,416) 44,924
Insurance premiums, deposits, and
loss reserves.................................... 37,455 43,247
---------- ---------
Net cash provided by operating activities............ 578,977 549,255
---------- ---------
Cash flows from investing activities:
Proceeds from sale of property and equipment............. 37,200 28,250
Acquisition of property and equipment.................... (197,607) (119,436)
Additions to trademarks and other........................ (12,896) (70,646)
---------- ----------
Net cash used in investing activities................ (173,303) (161,832)
---------- ----------
Cash flow from financing activities:
Repayments of long-term debt............................. (45,751) (11,022)
Issuance of common stock................................ - 25,000
Retirement of common stock............................... (71,161) (66,748)
Retirement of preferred stock............................ (34,375) (85,300)
Preferred dividends paid................................. (117,652) (123,723)
---------- ----------
Net cash used in financing activities................ (268,939) (261,793)
---------- ----------
Net increase in cash and cash
equivalents................................ ...... 136,735 125,630
Cash and cash equivalents at beginning of period........... 566,372 579,871
---------- ---------
Cash and cash equivalents at end of period................. $ 703,107 $ 705,501
========== =========
Supplemental disclosure of cash flow information:
Interest paid............................................ $ 5,030 $ 5,440
Taxes paid............................................... $ 31,752 $ 55,737
Non-cash transactions:
Capital Lease Obligations................................ $ 55,737 $ 11,022
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 7
RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements presented herein include the
accounts of Rent-A-Wreck of America, Inc. ("RAWA, Inc.") and its wholly-owned
subsidiaries, Rent-A-Wreck Operations, Inc. ("RAW OPS"), Rent-A-Wreck One Way
Inc. ("RAW One Way") and Bundy American Corporation ("Bundy"), and Bundy's
subsidiaries, Rent-A-Wreck Leasing, Inc. ("RAW Leasing"), URM Corporation
("URM") and Central Life and Casualty Company, Limited ("CLC"). All of the above
entities are collectively referred to as the "Company" unless the context
provides or requires otherwise. All material intercompany balances and
transactions have been eliminated.
The consolidated balance sheet as of December 31, 1996, the
consolidated statements of earnings for the three and nine-month periods ended
December 31, 1995 and 1996 and the consolidated statements of cash flows for the
nine-month periods ended December 31, 1995 and 1996 have been prepared by the
Company without audit. In the opinion of management, all adjustments which are
necessary to present a fair statement of the results of operations for the
interim periods have been made, and all such adjustments are of a normal
recurring nature. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's March 31, 1996 audited financial
statements. The results of operations for the interim periods are not
necessarily indicative of the results for a full year.
2. PREFERRED STOCK
As of March 31, 1996, preferred dividend arrearages were $328,584. The
Company paid $32,858 of these arrearage during the quarter ended June 30, 1996.
A quarterly preferred dividend of $30,915 was declared for the first quarter
ended June 30, 1996 and it was paid on August 13, 1996. For the quarter ended
September 30, 1996, the Company declared preferred dividends totaling $29,975
which were paid on November 8, 1996. For the quarter ended December 31, 1996,
the Company declared dividends totaling $29,975 which are expected to be paid
during the fourth quarter of the Company's fiscal year.
3. EARNINGS PER COMMON SHARE
The computation of earnings per common share for the three and
nine-month periods ended December 31, 1995 and 1996, respectively, is presented
on a fully diluted basis and is based upon the weighted average number of common
shares outstanding for those
6
<PAGE> 8
periods. Any dilutive effect of stock options and warrants was considered in
computation of earnings per common share. In the computation for the three and
nine-month periods ended December 31, 1995, cumulative preferred dividends in
the amounts of $32,565 and $98,795 for each period were subtracted from net
income to arrive at the earnings applicable to common shareholders. For the
three and nine-month periods ended December 31, 1996, cumulative preferred
dividends in the amounts of $29,975 and $90,865 for each period were subtracted
from net income to arrive at the earnings applicable to common shareholders.
4. LITIGATION
The Company is party to legal proceedings incidental to its business
from time to time. Certain claims, suits and complaints arise in the ordinary
course of business and may be filed against the Company. Based on facts now
known to the Company, management believes all such matters are adequately
provided for, covered by insurance or, if not so covered or provided for, are
without merit, or involve such amounts that would not materially adversely
affect the consolidated results of operations or financial position of the
Company.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THIRD QUARTER RESULTS OF OPERATIONS
Gross revenues decreased by $94,620 (11%) for the three-month period
ended December 31, 1996 as compared to the same period in the prior year due
primarily to the decrease in initial license fees and continuing license and
advertising fees. The initial license fees decreased by $34,500 (18%).
Continuing license fees decreased by $27,408 (6%), and advertising fees
decreased by $16,790 (11%). The decline in continuing license fees and
advertising fees was due to a slowdown in collections of these fees. The Company
does not recognize the fees as revenues if they are delinquent.
Total operating expenses decreased by $118,723 (15%) in this period
compared to the same period in the prior year. Salary expense increased by
$18,478 (12%) due primarily to enlarging the sales and administration
departments. Bad debt expenses decreased by $135,856 (148%) which resulted
primarily from collection of overdue notes receivable from one former franchisee
and from stronger collections of other receivables (as opposed to continuing
license fees and advertising fees) in general.
The Company realized operating income of $136,437 for the quarter
compared to operating income of $112,334 in the same quarter for 1995,
reflecting an increase of $24,103 (21%). This increase resulted primarily from a
reduction in bad debt expenses due to the Company's successful collection
efforts.
7
<PAGE> 9
Net income for the quarter ended December 31, 1996 has been affected by
an increase in income tax expense of $55,481 (1,337%). This increase resulted
primarily from the depletion of the Company's federal income tax net operating
loss carryforward.
YEAR TO DATE RESULTS OF OPERATIONS
Gross revenues increased by $188,457 (7%) for the nine-month period
ended December 31, 1996 as compared to the same period in the prior year. This
increase occurred due to a $27,250 (5%) increase in initial licensing fees and a
$152,882 (11%) increase in continuing license fees.
Total operating expenses increased by $68,350 (3%) in this period due
primarily to an increase in salary expense of $68,239 (14%), an increase in
general and administrative expenses of $40,184 (7%) which resulted primarily
from an increase in management fees and expenses. The management fees increase
to management consulting group (KAB) was a result of the Board's approval on
April 1, 1996. These increases were offset by a decrease in sales and marketing
expenses of $157,796 which resulted primarily from a reduction in bad debt
expenses due to collection of outstanding notes receivable and a reduction in
commission expense.
The Company realized operating income of $536,262, before taxes and
interest, for the nine months compared to an operating income of $416,155 for
1995, reflecting an increase of $120,107. This increase resulted primarily from
the increase in initial license fees and continuing license fees. Net income for
the nine-months ended December 31, 1996 has been affected by an increase in
income tax expense of $81,531 (348%). This increase resulted primarily from the
depletion of the Company's federal income tax net operating loss carryforward.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $125,630 (22%) from March 31,
1996 to December 31, 1996. This increase resulted primarily from the collection
of advertising funds from the franchisees. These funds are restricted for the
use of promoting the Company's name and its reputation on behalf of the
franchisees.
Accounts and Notes Receivable at December 31, 1996, increased over
March 31, 1996 by $189,003 resulting primarily from the addition of new
franchises and from fleet growth at existing franchises.
Net direct financing leases and insurance premiums receivable increased
by $77,346 (35%) which resulted primarily from additional participation of the
franchisees in these programs.
Furniture, equipment and leasehold improvements increased by $78,160
(12%). This increase resulted primarily from development costs of the Company's
new computer software as well as the purchase of updated computer hardware.
8
<PAGE> 10
At December 31, 1996, the Company had working capital of $1,026,227
compared to working capital of $901,774 at March 31, 1996. This increase of
$124,453 primarily resulted from the net profit earned during the nine-month
period ended December 31, 1996.
Cash provided by operations was $549,255 resulting from an increase in
net income offset by an increase in accounts and notes receivable primarily from
the addition of new franchises due to the growth of the Company. Cash used in
investing activities of $161,832 related primarily to the acquisition of
property, equipment and other assets. Cash used in financing activities during
the same period was $261,793 based primarily on payments of preferred dividends
and the retirement of common and preferred stock.
Vehicles increased by $10,500 due to acquiring equipment for the
Company's one-way truck rental program.
The Company believes that it has sufficient working capital to support
its business plan through fiscal 1997.
IMPACT OF INFLATION
Inflation has had no material impact on the operations and financial
condition of the Company.
9
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SELECTED FINANCIAL DATA
Set forth below are selected financial data with respect to the consolidated
statements of earnings of the Company and its subsidiaries for the three and
nine-month periods ended December 31, 1995 and 1996 and with respect to the
balance sheets thereof at December 31 in each of those years.
The selected financial data have been derived from the Company's unaudited
consolidated financial statements and should be read in conjunction with the
financial statements and related notes thereto and other financial information
appearing elsewhere herein.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended December 31, Ended December 31,
1995 1996 1995 1996
------------------------------------------
(in thousands except per share and number of franchises)
(Unaudited)
<S> <C> <C> <C> <C>
FRANCHISEES' RESULTS (UNAUDITED)
Franchisees' Revenue (1) $7,731 $7,274 $22,920 $25,468
Number of Franchises 435 469 435 469
RESULTS OF OPERATIONS
Total Revenue $ 892 $ 797 $ 2,669 $ 2,857
Costs and expenses and Other 779 661 2,253 2,321
Income before income
taxes 128 154 457 585
Net income 124 95 434 480
Earnings per share (2) $ .02 $ .01 $ .07 $ .08
Weighted average number of
shares outstanding 4,386 4,387 4,386 4,387
</TABLE>
<TABLE>
<CAPTION>
December 31,
1995 1996
(Unaudited)
-----------
BALANCE SHEET DATA
<S> <C> <C>
Working capital $1,064 $1,026
Total assets $2,266 $2,471
Long-term obligations $ 36 $ 33
Shareholders' equity $1,510 $1,602
</TABLE>
(1) The franchisees' revenue data have been derived from unaudited reports
provided by franchisees submitted when paying license fees and advertising fees
to the Company.
(2) Earnings per common share are after deducting a provision for preferred
dividends of $32,565 and $98,795 for the three and nine-month periods ended
December 31, 1995. For the three and nine-month periods ended December 31, 1996,
earnings per common share are after deducting a provision for preferred
dividends of $29,975 and $90,865.
10
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the disclosure under the caption "Item 3. Legal
Proceedings" of the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996, and under the caption "Part II, Item 1. Legal Proceedings"
of the Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996.
ITEM 2. CHANGES IN SECURITIES
On December 17, 1996, the Company authorized the issuance of up to
40,000 shares of its common stock in a private placement transaction pursuant to
Section 4(2) of the Securities Act of 1933, as amended. The shares were
authorized to satisfy the terms of the Asset Purchase Agreement dated as of
December 3, 1996 between the Company, Baltimore Car and Truck Rental, Inc.,
Insurance Rentals, Inc., and Mark Eisenberg (the "Agreement"). On December 17,
1996 the Company issued 20,000 shares to Insurance Rentals, Inc. Pursuant to the
Agreement, the Company may issue the remaining shares authorized for issuance in
installments based on the performance of the assets purchased.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The information disclosed in footnote 2 to the financial statements
provided in Part I Item 1 of this Report on Form 10-QSB is incorporated herein
by this reference.
ITEM 5. OTHER INFORMATION
RETIREMENT OF STOCK
During the quarter ended June 30, 1996, the Company approved the
repurchase of up to an additional 250,000 shares of the Company's outstanding
common or preferred stock, subject to the terms and conditions of the
250,000-share repurchase program initiated in the year ended March 31, 1996.
During the quarter ended June 30, 1996, the Company bought back 14,000 shares of
its common stock at a cost of $14,000, and also bought back 20,625 shares of its
preferred stock at a cost of $27,019. During the quarter ended September 30,
1996, the Company bought back 2,500 shares of its common stock at a cost of
$2,996, and also bought back 47,000 shares of its preferred stock at a cost of
$58,281. During the quarter ended December 31, 1996, the Company bought back
50,000 shares of its common stock at a cost of $49,752. These shares were
retired in the first, second and third quarters of the Company's fiscal year.
11
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index following the Signatures page, which is
incorporated herein by reference.
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1996.
12
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Rent-A-Wreck of America, Inc.
(Registrant)
By: Date:
/s/Mitra GS Khosravi February 12, 1997
- ----------------------------- -------------------------
Mitra GS Khosravi
Chief Accounting Officer
/s/Kenneth L. Blum, Sr. February 12, 1997
- ----------------------------- -------------------------
Kenneth L. Blum, Sr.
CEO and Chairman of
the Board
13
<PAGE> 15
EXHIBIT INDEX
TO
RENT-A-WRECK of AMERICA, INC.
FOR THE QUARTER ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
10.1 Asset Purchase Agreement dated as of December 3, 1996
between Baltimore Car and Truck Rental, Inc.,
Insurance Rentals, Inc., Mark Eisenberg, and
Rent-A-Wreck of America, Inc.
27 Financial Data Schedule
</TABLE>
14
<PAGE> 1
EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of the 3rd day of
December, 1996 (the "Agreement"), between BALTIMORE CAR AND TRUCK RENTAL,
INC., a Maryland corporation ("Baltimore Car and Truck Rental"), INSURANCE
RENTALS, INC., a Maryland corporation ("Seller"), MARK EISENBERG ("Eisenberg")
and RENT-A-WRECK OF AMERICA, INC., a Maryland corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller owns and operates a car and truck rental
business providing car and truck rental services to individuals, often under
contract with insurance agencies which are obligated to provide rental vehicles
while the insured vehicles are repaired; and
WHEREAS, Baltimore Car and Truck Rental operates a car and
truck rental service which does not serve the insurance replacement market and
provides related services; and
WHEREAS, Seller desires to sell and Buyer desires to buy a
portion of the assets, property and business of Seller. Such assets, property
and business desired to be purchased by Buyer hereunder are referred to herein
as the "Business." Buyer shall not assume any liabilities as described below. A
description of Seller's assets to be conveyed to Buyer is set forth at Section
1.1 below; and
WHEREAS, Eisenberg, the sole stockholder of Baltimore Car and
Truck Rental, shall benefit from the sale and he has therefore agreed to
continue his efforts to build and develop the insurance replacement car rental
business after the transfer and he has also agreed to enter into the noncompete
agreement as set forth at Article VIII below; and
WHEREAS, Baltimore Car and Truck Rental, the sole stockholder
of Seller shall provide certain services to Buyer.
NOW, THEREFORE, in consideration of the mutual benefits to be
derived from this Agreement and of the representations, warranties, covenants
and agreements hereinafter contained, the parties hereto agree as follows:
<PAGE> 2
ARTICLE I
PURCHASE AND SALE
1.1. Purchased Assets. At the Closing hereunder (as defined in
Section 3.1 hereof) and except as otherwise specifically provided in this
Section 1.1, Seller shall grant, sell, convey, assign, transfer and deliver to
Buyer, upon and subject to the terms and conditions of this Agreement, all
right, title and interest of Seller in and to the following assets, properties
and rights of Seller constituting the Business or used therein which constitutes
the Purchased Assets as defined in Section 1.2 (which Business, assets,
properties and rights are herein sometimes called the "Purchased Assets").
1.2. Definition of Purchased Assets. The following
shall constitute the Purchased Assets:
(a) all contracts with customers or suppliers
relating to insurance replacement rentals;
(b) all telephone numbers and the long distance
access agreements for the Business to the extent permitted by law
and the telephone company;
(c) to the extent permitted by applicable law,
all rights under any written or oral contract, agreement, lease, plan,
instrument, registration, license, certificates of occupancy, other permit or
approval of any nature, or other document, commitment, arrangement, undertaking,
practice or authorization applicable to the Business that Buyer chooses to
assume;
(d) all files, records, computer data, plans,
contracts and recorded knowledge, including customer and supplier lists related
to the Business for the last three (3) years;
(e) the Business' goodwill; and
(f) all rights related to the Business under any
patent, trademark, service mark, trade name or copyright, whether registered or
unregistered or licensed including the name "Insurance Rentals";
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1.3. Excluded Assets. Notwithstanding the foregoing,
the Purchased Assets shall not include any of the following:
(a) all office equipment, furniture, plants, artwork,
telephones, computer hardware, computer software, stationery and office
supplies;
(b) the corporate seals, certificates of
incorporation, minute books, stock books, tax returns, books of account or other
records having to do with corporate organization of Seller;
(c) all files, records, memoranda and correspondence
not related to the Purchased Assets, and all files, records, memoranda and
correspondence that Seller is required by law to keep;
(d) cash, accounts receivables, any prepaid expenses,
cash received by Seller after the Closing for rentals prior to the Closing, the
rights to any of Seller's claims for any federal, state, local or foreign tax
refunds;
(e) all deposits for insurance and utilities
previously made by Seller;
(f) all vehicles owned by Seller; and
(g) all liabilities of Seller, either known or
unknown as of the Closing.
1.4. Agreement to Purchase. At the Closing hereunder, Buyer
shall purchase the Assets from Seller, upon and subject to the terms and
conditions of this Agreement and in reliance on the representations, warranties
and covenants of Seller contained herein, in exchange for the Purchase Price
(hereinafter defined in Article II hereof).
ARTICLE II
PURCHASE PRICE
2.1. Purchase Price. (a) Subject to and upon the terms and
conditions set forth herein as consideration for the Purchased Assets, as of the
Closing, Buyer shall pay to Seller a
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total of Fifty Thousand Dollars ($50,000) worth of Buyer's common stock (the
"Purchase Price"). Buyer's common stock shall be valued at the "ask" price on
the date of the Closing for the purpose of determining how many shares of common
stock shall constitute the Purchase Price. The Purchase Price shall be paid in
three installments: (a) fifty percent (50%) at the date of the Closing; (b)
twenty-five percent (25%) upon the date three (3) months after the Closing; and
(c) twenty-five percent (25%) upon the date six (6) months after the Closing.
The Purchase Price shall be reduced, however, if average weekly rentals after
the Closing are less than 32.8 rentals based upon the following formula;
provided, however, that if Buyer fails to make available sixty (60) operational
vehicles for rental and the lack of such vehicles causes the average weekly
rentals to be less than 32.8, then neither the second payment nor the third
payment of the Purchase Price shall be reduced. The second payment of a portion
of the Purchase Price shall be reduced proportionately if the average weekly
rentals generated by Insurance Rentals are not 32.8 rentals. For example, if for
the three (3) months following the Closing the weekly rentals generated are 30,
28, 31.33, 27.25, 30, 29, 36.29, 30, 28.60, 34, 31, 32.30 and 35 (for an average
weekly rental of 30.98) the second payment of the Purchase Price shall be
reduced by five percent (5%). Any reduction of the third payment of the Purchase
Price shall be based upon this formula if rentals for the thirteen (13) weeks
after the second payment of the Purchase Price do not average 32.8 per week.
(b) Seller, Baltimore Car and Truck Rental and
Eisenberg jointly and severally agree that a portion of the Purchase Price shall
be repaid upon the first, second and third anniversary dates of the Closing if
Buyer makes the required sixty (60) vehicles available for rental, but Buyer
does not generate at least one thousand seven hundred (1,700) rentals per annum
from the Purchased Assets. The repayment shall be proportionate. For example, if
on the first anniversary date, only one thousand two hundred eighty-five (1,285)
rentals have been generated, twenty-five percent (25%) of Sixteen Thousand Six
Hundred Sixty-Seven Dollars ($16,667) (one-third (1/3) of the Purchase Price),
or Four Thousand One Hundred Sixty-Seven Dollars ($4,167), shall be repaid.
Buyer shall provide written notice to Seller, Baltimore Car and Truck Rental and
Eisenberg within thirty (30) days after the first, second and third anniversary
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dates, respectively, setting forth any required repayment and such repayment
shall be due within ten (10) days after receipt of such written notice.
2.2. Sales and Other Taxes. Seller agrees that it promptly
shall pay all sales or similar taxes, if any, required to be paid by reason of
the sale by Seller to Buyer of the Purchased Assets pursuant to this Agreement.
2.3. Tax Treatment. Buyer and Seller intend that the
transactions contemplated by this Agreement be treated as taxable transactions
under the Code and all applicable state and local tax laws.
2.4. Seller's Employees. Buyer shall not assume any
liabilities of Seller for compensation, pensions, medical insurance, accrued
vacation and/or sick pay or other fringe benefits for any of Seller's employees
prior to the Closing. As of the Closing, Seller's employee, Dawn Green, shall
commence work at Buyer's place of business under Buyer's direction and control
in accordance with Section 6.1. Dawn Green shall, however, remain an employee of
Seller and Seller shall continue to be responsible to pay her salary and fringe
benefits.
ARTICLE III
CLOSING, ITEMS TO BE DELIVERED
3.1. Time and Place of the Closing. The closing (the
"Closing") of the sale and purchase of the assets shall take place within ten
(10) days after the full execution of this Agreement at the offices of Kramon &
Graham, P.A. at Commerce Place, One South Street, Suite 2600, Baltimore,
Maryland 21202- 3201 or at such other place as Buyer shall designate. The date
of the Closing is sometimes herein referred to as the "the Closing."
3.2. Items to be Delivered by Seller. At the Closing and
subject to the terms and conditions herein contained Seller shall deliver to
Buyer a blanket bill of sale in the form attached hereto as Exhibit A to
transfer and assign to, and vest in, Buyer all of Seller's right, title and
interest in and to the Purchased Assets. Seller shall also deliver to Buyer one
or more assignments to transfer telephone number(s) and any long distance
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access agreements in the form(s) attached hereto as Exhibit B. Simultaneously
with delivery of such documents, Seller shall deliver to Buyer actual possession
and operating control of the Purchased Assets.
3.3. Further Assurances. Seller and/or Eisenberg from time to
time after the Closing, at Buyer's request, will execute, acknowledge and
deliver to Buyer such other instruments of conveyance and transfer and will take
such other actions (not involving any cost to Seller or Eisenberg and execute
and deliver such other documents, certifications and further assurances as Buyer
may reasonably require in order to vest more effectively in, or to put Buyer
more fully in possession of, any of the Purchased Assets, and will perform any
other obligations of Seller under this Agreement to better enable Buyer to
operate the Business.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1. Representations and Warranties of Seller, Baltimore Car
and Truck Rental and Eisenberg. Seller, Baltimore Car and Truck Rental and
Eisenberg hereby, jointly and severally, represent and warrant to Buyer that:
4.1.1. Corporate Existence. Seller is a Maryland
corporation validly existing under the laws of the State of Maryland.
4.1.2. Corporate Power, Authorization, Enforceable
Obligations. Seller has the power, authority and legal right to execute, deliver
and perform this Agreement. The execution, delivery and performance of this
Agreement by Seller has been duly authorized by all necessary action. This
Agreement has been, and the other agreements, documents and instruments required
to be delivered by Seller in accordance with the provisions hereof (the
"Seller's Documents") will be legal, valid and binding obligations of Seller.
4.1.3. Validity of Contemplated Transactions, Etc. To
the best of Eisenberg's knowledge, the execution, delivery and performance of
this Agreement by Seller does not and will not violate, conflict with or result
in the breach of any
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term, condition or provision of, or require the consent (which has not been
obtained) of any other person under, (a) any existing law, ordinance, or
governmental rule or regulation to which Seller is subject, (b) any judgment,
order, writ, injunction, decree or award of any court, arbitrator or
governmental or regulatory official, body or authority which is applicable to
Seller, (c) the charter documents of Seller or any securities issued by Seller,
or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan,
instrument, document or understanding, oral or written, to which Seller is a
party, by which Seller may have rights or by which any of the Purchased Assets
may be bound or affected, or give any party with rights thereunder the right to
terminate, modify, accelerate or otherwise change the existing rights or
obligations of Seller thereunder. Except as aforesaid, no authorization,
approval or consent of, and no registration or filing with, any governmental or
regulatory official, body or authority is required in connection with the
execution, delivery or performance of this Agreement by Seller.
4.1.4. Property Tax Liens. There are no tax liens on
any of the Purchased Assets.
4.1.5. Trade Creditors. As of the Closing there will
be outstanding bills or debts payable to trade creditors of Seller with respect
to the Business and such bills will be the responsibility of Seller.
4.1.6. Financial Statements. The compilation reports
and financial statements for the last three (3) fiscal years and the corporate
tax returns for the last three (3) years previously delivered to Buyer are
complete and accurate. In addition, all financial proformas relating to the
Business previously delivered to Buyer are complete and accurate.
4.1.7. Existing Conditions. Since September, 1996,
when the parties commenced discussions relating to this transaction, Seller with
respect to the Business has not:
(a) sold, encumbered, assigned or
transferred any of the Purchased Assets, except in the ordinary course of
business;
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(b) created, incurred, assumed or
guaranteed any indebtedness for money borrowed, or mortgaged, pledged or
subjected any of the Purchased Assets to any mortgage, lien, pledge, security
interest, conditional sales contract or other encumbrance of any nature
whatsoever, except any debts or liens that will be discharged by Seller in
connection with the Closing;
(c) made or suffered any amendment or
termination of any material agreement, contract, commitment, lease or plan of
the Business to which it is a party or by which it is bound, or cancelled,
modified or waived any substantial debts or claims held by it or waived any
rights of substantial value, whether or not in the ordinary course of business;
(d) suffered any damage, destruction or
loss of the Business, whether or not covered by insurance, (i) materially and
adversely affecting its business, operations, assets, properties or prospects or
(ii) of any item or items carried on its books of account individually or in the
aggregate at more than $5,000, or suffered any repeated, recurring or prolonged
shortage, cessation or interruption of supplies or utility or other services
required to conduct its business and operations; or
(e) suffered any material adverse change in
its business, operations, assets, properties, prospects or condition (financial
or otherwise) of the Business; made commitments or agreements for capital
expenditures or capital additions or betterments exceeding in the aggregate Five
Thousand Dollars ($5,000) except such as may be involved in ordinary repair,
maintenance or replacement of its assets.
4.1.8. Title to Properties. Seller has good, valid
and marketable title to all of the Purchased Assets, free and clear of all
mortgages, liens, pledges, security interests, charges, claims, restrictions and
other encumbrances and defects of title of any nature whatsoever.
4.1.9. Litigation. There is not any litigation,
including any arbitration, investigation or other proceeding of or before any
court, arbitrator or governmental or regulatory official, body or authority
pending or, to the best knowledge of Seller, threatened against Seller affecting
the Business except
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for pending litigation which, to the best of Seller's knowledge, is covered by
insurance.
4.1.10. Contracts and Commitments. Seller is not a
party to any written or oral:
(a) note, debenture, bond, equipment trust
agreement, letter of credit agreement, loan agreement or other contract or
commitment for the borrowing or lending of money relating to the Purchased
Assets or agreement or arrangement for a line of credit or guarantee, pledge or
undertaking of the indebtedness of any other person relating to the Business; or
(b) material agreements, contracts or
commitments relating to the Purchased Assets made not in the
ordinary course of business.
4.1.11. Availability of Documents. Seller and/or
Eisenberg have made available to Buyer copies of all documents pertaining to the
Purchased Assets, including without limitation all agreements, contracts,
commitments, insurance policies, leases, plans, instruments, undertakings,
authorizations, permits and licenses.
4.1.12. Bulk Sales. To the best of Eisenberg's
knowledge, sale of the Business to Buyer pursuant to this Agreement does not
constitute a bulk sale due to the nature of Seller's Business.
4.1.13. Warranty. The Purchased Assets shall be
sold to Buyer in good working condition.
4.2. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller that:
4.2.1. Organization, Power and Authority of
Buyer. Buyer is a Maryland corporation duly organized and validly existing under
the laws of the State of Maryland and in good standing and has all requisite
power and authority (i) to own or lease its properties and to carry on its
business as it is now being conducted and as contemplated after giving effect to
the purchase of the Purchased Assets, and (ii) to enter into this
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Agreement and all other agreements contemplated herein and to perform its
obligations hereunder and thereunder.
4.2.2. Due Authorization; Binding Obligation; No
Conflict. The execution, delivery and performance of this Agreement and each of
the other agreements contemplated herein and the consummation of the
transactions contemplated herein have been duly authorized by all necessary
action on the part of Buyer. This Agreement has been duly executed and delivered
by Buyer and is a valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
violate, conflict with or result in the breach of any term, condition or
provision of, or require the consent of any other person under (a) any existing
law, ordinance, or governmental rule or regulation to which Buyer is subject,
(b) any judgment, order, writ, injunction, decree or award of any court,
arbitrator or governmental or regulatory official, body or authority which is
applicable to Buyer, (c) the charter documents of Buyer or any securities issued
by Buyer, or (d) any mortgage, indenture, agreement, contract, commitment,
lease, plan, instrument, document or understanding, oral or written, to which
Buyer is a party, by which Buyer may have rights, or give any party with rights
thereunder the right to terminate, modify, accelerate or otherwise change the
existing rights or obligations of Buyer thereunder. Except as aforesaid, no
authorization, approval or consent of, and no registration or filing with, any
governmental or regulatory official, body or authority is required in connection
with the execution, delivery or performance of this Agreement by Buyer.
ARTICLE V
CONDITIONS PRECEDENT TO THE CLOSING
5.1. Conditions Precedent to the Obligations of Buyer.
All obligations of Buyer under this Agreement are subject to the
fulfillment or satisfaction, prior to or at the Closing, of each
of the following conditions precedent:
5.1.1. Representations and Warranties True as of
the Closing. The representations and warranties of Seller, Baltimore Car and
Truck Rental and/or Eisenberg contained in this Agreement or in any exhibit,
certificate or document delivered by
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Seller, Baltimore Car and Truck Rental and/or Eisenberg to Buyer pursuant to the
provisions hereof shall have been true on the date hereof and shall be true on
the Closing date with the same effect as though such representations and
warranties were made as of such date.
5.1.2. Compliance with this Agreement. Seller shall
have performed and complied with all agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing.
5.1.3. No Threatened or Pending Litigation. On the
Closing date, no suit, action or other proceeding with respect to the Business,
or injunction or final judgment relating thereto, shall be threatened or be
pending before any court or governmental or regulatory official, body or
authority in which it is sought to restrain or prohibit or to obtain damages or
other relief in connection with this Agreement or the consummation of the
transactions contemplated hereby, and no investigation that might result in any
such suit, action or proceeding shall be pending or threatened.
5.1.4. Material Adverse Changes. The Purchased Assets
with respect to the Business shall not have been and shall not be threatened to
be materially adversely affected in any way as a result of any event or
occurrence.
5.2. Conditions Precedent to the Obligations of Seller. All
obligations of Seller under this Agreement are subject to the fulfillment or
satisfaction, prior to or at the Closing, of each of the following conditions
precedent:
5.2.1. Representations and Warranties True as of the
Closing. The representations and warranties of Buyer contained in this Agreement
or in any list, certificate or document delivered by Buyer to Seller pursuant to
the provisions hereof shall be true on the Closing date with the same effect as
though such representations and warranties were made as of such date.
5.2.2. Compliance with this Agreement. Buyer shall
have performed and complied with all agreements and
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conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing.
5.2.3. No Threatened or Pending Litigation. On
the Closing date, no suit, action or other proceeding or injunction or final
judgment relating thereto, shall be threatened or be pending before any court or
governmental or regulatory official, body or authority in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that might result in any such suit, action or proceeding shall
be pending or threatened.
ARTICLE VI
SERVICES OF EISENBERG
6.1. Post-Closing Services. After the Closing, Eisenberg shall
reestablish contact with the insurance companies he worked with to establish the
Business and use its best effort to arrange for rate increases. In addition,
Eisenberg will devote whatever time is necessary to foster relationships with
customers, renegotiate terms and rates with customers as necessary and assist
Buyer in supervising the work of Dawn Green, who will handle the actual booking
of the reservations, the daily follow-up and the billing and collection for each
rental which is part of the Business. Dawn Green will manage the fleet of
vehicles from each location which is dedicated to the Business so as to best use
the distribution network of Buyer and its franchisees.
6.2. Commissions to Seller. For a period of three (3) years
from the Closing, commencing on the tenth (10th) day of the second month after
the Closing, Buyer shall pay Seller a commission equal to six percent (6%) of
Net Sales for the Business for the previous month. Net Sales shall be defined as
the aggregate of monies received for time, mileage and damage waiver.
6.3. Extension of Post-Closing Services and Obligations. After
the three (3) year period post-Closing, Seller shall have the option to renew
the parties' agreement with respect to Eisenberg's services, his agreement not
to compete and the payment of commissions to Seller if, and only if, the
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Business (i) operates an average of one hundred (100) cars for six (6) months
during the last year of the three (3) year period or for the entire one year
renewal period, as the case may be; and (ii) has generated a ten percent (10%)
compound increase in gross revenues each year after the Closing. Seller's right
to renew shall be for renewal terms of one year each and must be exercised in
writing at least sixty (60) days prior to the end of (i) the initial three (3)
year period; or (ii) the previous one year renewal period, as the case may be.
In the event of such an extension, all of the parties' obligations set forth in
Articles VI, VII and VIII and Seller's obligation to provide Dawn Green's
services shall continue in full force and effect for such additional period(s).
If at any time Dawn Green no longer works for Seller, Seller must provide to
Buyer a replacement employee who is acceptable to Buyer in Buyer's reasonable
discretion. If Seller cannot provide a replacement satisfactory to Buyer, this
Agreement can be terminated by either party upon thirty (30) days' written
notice.
ARTICLE VII
POST-CLOSING OPERATION OF THE BUSINESS
7.1. Use of Baltimore Car and Truck Rental Vehicle Maintenance
and Repair Facility. Baltimore Car and Truck Rental intends to continue to
operate its vehicle maintenance and repair facility after the Closing and Buyer
agrees that all the vehicles financed by Baltimore Car and Truck Rental shall be
inspected and maintained by the Baltimore Car and Truck Rental vehicle
maintenance and repair facility quarterly in accordance with preventive
maintenance requirements for the three (3) year period after the Closing. A
schedule of Seller's charges for maintenance of the fleet is attached hereto and
made a part hereof as Exhibit C. Baltimore Car and Truck Rental and Seller may
offer additional services to Buyer and its franchisees, but neither Buyer nor
the franchisees shall be required to use such additional services.
7.2. Seller to Finance Additional Vehicles. During the three
(3) year period after the Closing, Baltimore Car and Truck Rental and/or Seller,
at Buyer's request, shall finance up to forty (40) vehicles to be purchased by
Buyer and/or its franchisees on open-ended finance agreements with no prepayment
penalty, to full term, at an annual interest rate equal to one
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hundred (100) basis points over Seller's Mercantile Safe-Deposit Rate which is
presently 9.25%. Vehicles purchased by Buyer shall be fully insured by,
individual franchisees in accordance with the terms of their respective
franchise agreements. Baltimore Car and Truck Rental shall determine on an
individual basis whether each franchisee is creditworthy for such financing and
only such creditworthy franchisees can participate in the financing.
7.3. Subrogation for Existing Vehicles. During the three (3)
year period after the Closing, any vehicles financed by Seller in accordance
with Section 7.2 which are not insured with Central Life & Casualty, or any
substantially similar affiliate of Buyer, shall have subrogation through Free
State or Baltimore Car and Truck Rental. Any vehicle insured with Central Life &
Casualty, or any substantially similar affiliate of Buyer, will be subrogated by
Central Life & Casualty, or any substantially similar affiliate of Buyer. Except
as set forth herein, neither Buyer nor its franchisees shall be obligated to use
Free State or Baltimore Car and Truck Rental, but Buyer shall be free to offer a
proposal for additional use of Free State or Baltimore Car and Truck Rental.
For subrogation handled by Free State or Baltimore
Car and Truck Rental, Baltimore Car and Truck Rental shall retain (i) all
administrative fees, (ii) one-half (1/2) of loss of use and (iii) all profit on
repair work. The franchisee shall receive (i) one-half (1/2) of all loss of use
and (ii) all diminution in value. If any vehicle is a total loss, Baltimore Car
and Truck Rental and the franchisee shall split any insurance proceeds after
payment of all financing.
ARTICLE VIII
NONCOMPETITION
8.1. Eisenberg Shall Not Compete. For a three (3) year period
from the Closing, or as extended pursuant to Section 6.3 above (the
"Noncompetition Period") Eisenberg agrees:
Except for benefit of the Buyer
(a) He will not directly or indirectly, or through
his spouse or other family members, employers, partners, employees or individual
contractors, rent automobiles or trucks with a gross vehicle weight of ten
thousand five hundred (10,500)
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pounds or less to the insurance replacement market (the "Rental Services") to
any person or entity.
(b) He will not directly or indirectly, as an
employee, partner, officer, director, owner or independent contractor perform
services or work for, either with or without compensation, any partnership, sole
proprietorship, corporation or other entity which performs Rental Services in
Baltimore County, Baltimore City, Harford County, Howard County, Anne
Arundel County and Frederick County.
(c) He will not directly or indirectly request or
advise any person or entity that uses Rental Services to withdraw, curtail or
cancel its business with Buyer or its franchisees.
(d) He will not, directly or indirectly or
through his spouse or other family members, employers, partners, employees,
independent contractors or any other business entity whatsoever, solicit or hire
on his behalf or on behalf of any other person, firm, corporation, partnership,
association or entity whatsoever (i) any persons (including Dawn Green) who were
Buyer's or its franchisees' employees at the Closing date or during the
Noncompetition Period; except, that he shall employ Dawn Green in accordance
with the provisions of this Agreement.
(e) He shall not be prohibited from continuing to
operate his truck rental business which rents trucks with gross vehicle weights
of both less than and more than ten thousand five hundred (10,500) pounds to
both the retail and commercial rental market and is not an insurance replacement
business. He also agrees that he will use his best efforts to refer all
insurance replacement business, including for trucks with a gross vehicle weight
of more than ten thousand five hundred (10,500) pounds, to Buyer. He will not
market or advertise his business for the insurance replacement market to the
general public during the Noncompetition Period so that he will not encroach on
the Business.
8.2. Confidentiality. At any time (except to the degree needed
to advance the business of Buyer or as requested by Buyer), Eisenberg agrees not
to discuss, disclose, reveal or otherwise deal with any information regarding
Buyer or its
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franchisees that Eisenberg may have obtained from Buyer. This prohibition
extends to, but is not limited to, financial statements, salary levels of the
employees of Buyer, cost accounting, identity of leads, prospective customers,
existing customers and past customers, and all other details of the operation of
Buyer and its franchisees and proprietary information Eisenberg may have
obtained in his business dealings with Buyer.
8.3. Enforceability. Each of the foregoing covenants shall be
construed as independent of any other covenant or provision of this Agreement or
any other agreement between Buyer and Eisenberg. If all or any portion of a
covenant in this Agreement is held unreasonable or unenforceable by a court or
agency having valid jurisdiction in an unappealed final decision to which Buyer
is a party, Eisenberg expressly agrees to be bound by a lesser covenant
subscribed within the terms of such covenant that imposes the maximum duty
permitted by law, as if the resulting covenant were separately stated in and
made part of this Agreement.
8.4. Damages. Eisenberg acknowledges that because his services
rendered under this Agreement are special and unique and because he will have
access to information regarding Buyer and its franchisees' businesses, any
violation of this Article VIII shall not be adequately compensated by damages
alone. Therefore, in the event of a breach or threatened breach by Eisenberg of
the provisions of this Agreement, Buyer shall be entitled to an injunction
restraining Eisenberg from such breach and from rendering any services to any
person, firm or entity in breach of this Article's covenants. In addition,
nothing in this Article VIII or in this Agreement will be construed to prohibit
Buyer from pursuing any and all remedies available to it for a breach or
threatened breach of this Article VIII, or any other provision of this Agreement
including, but not limited to, an action for damages. Eisenberg also agrees to
indemnify and hold harmless Buyer from all losses, damages and costs, including
attorneys' fees, resulting from a breach of the provisions of this Article VIII
by Eisenberg or related to the enforcement of Buyer's rights under this
Agreement; provided, however, that the total amounts payable by Seller,
Baltimore Car and Truck Rental and Eisenberg pursuant to Section 2.1(b), this
Section 8.4, Section 9.1(a)(i) and (ii) and Section 9.1(b) related to Section
9.1(a)(i) and (ii)
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shall not exceed Fifty Thousand Dollars ($50,000) in the aggregate. Furthermore,
full and faithful compliance by Eisenberg with the terms of this Agreement is a
condition precedent to Buyer's further obligations to make any payment of any
nature to Eisenberg whether required by this Agreement or otherwise.
ARTICLE IX
INDEMNIFICATION
9.1. Indemnification by Seller, Baltimore Car and Truck Rental
and Eisenberg. From and after the Closing, Seller, Baltimore Car and Truck
Rental and Eisenberg, jointly and severally, agree to reimburse, indemnify and
hold Buyer harmless from and against:
(a) any and all damages, losses, deficiencies,
liabilities, costs and expenses, resulting from, relating to, or arising out of
(i) breach of representation or warranty of Seller under this Agreement and for
any adverse impact on the Purchased Assets as a result of any action by Seller
or Eisenberg, (ii) any default in the performance of any agreement or covenant
on the part of Seller or by Eisenberg under this Agreement, (iii) the operation
and/or management of the Business by Seller prior to the Closing, and (iv) any
indebtedness or obligation of or claim against Seller arising prior to the
Closing;
(b) any and all actions, suits, claims, proceedings,
investigations, demands, assessments, audits, fines, judgments, costs and other
expenses (including, without limitation, reasonable attorneys' fees) incident to
any of the foregoing or to the enforcement of this Section 9.1; and
(c) the total amounts payable by Seller,
Baltimore Car and Truck Rental and Eisenberg pursuant to Section 2.1(b), Section
8.4, Section 9.1(a)(i) and (ii) and Section 9.1(b) related to Section 9.1(a)(i)
and (ii) shall not exceed Fifty Thousand Dollars ($50,000) in the aggregate.
9.2. Indemnification by Buyer. From and after the
Closing, Buyer shall reimburse, indemnify and hold Seller and/or
Eisenberg harmless from and against up to Fifty Thousand Dollars
($50,000) for:
17
<PAGE> 18
(a) any and all damages, losses, deficiencies,
liabilities, costs and expenses, resulting from, relating to, or arising out of
(i) breach of representation or warranty of Buyer under this Agreement, (ii) any
default in the performance of any agreement or covenant on the part of Buyer
under this Agreement, and (iii) the operation of the Business by Buyer after the
Closing; and
(b) any and all actions, suits, claims, proceedings,
investigations, audits, demands, assessments, fines, judgments, costs and other
expenses (including, without limitation, reasonable attorneys' fees) incident to
any of the foregoing and the enforcement of this Section 9.2.
9.3. Survival of Representations and Warranties. The
respective representations and warranties, obligations, covenants and agreements
of the parties contained herein or in any exhibit or certificate delivered
pursuant hereto shall survive the Closing, subject to the applicable statute of
limitations, and continue in full force and effect, regardless of any knowledge
or reason to know which any parties may have had with respect to any
misrepresentation or breach of warranty or covenant.
9.4. Exclusive Remedy. Except as otherwise provided hereunder
and subject to the next succeeding sentence, all claims made by virtue of the
representations, warranties, covenants and agreements contained in, or otherwise
made in connection with this Agreement shall be made under, and subject to the
limitations set forth in this Article IX which, from and after the Closing,
shall be the exclusive remedy for any party hereto for any breach of this
Agreement or other claim arising hereunder. The immediately preceding sentence
shall not limit any right of any party hereto to seek equitable relief
(including, without limitation, specific performance) in respect of any breach
of any covenant or other agreement contained herein.
9.5. Assertion of Claims. All claims for indemnification
rights under this Article IX shall be asserted and resolved as follows: (a) In
the event that any claim or demand for which either Seller, Baltimore Car and
Rental, Eisenberg or Buyer would be liable hereunder to a party to be
indemnified under this Article IX (the "Indemnified Party") is
18
<PAGE> 19
asserted against or sought to be collected from the Indemnified Party by a third
party, the Indemnified Party shall promptly notify the party from which
Indemnity is sought under this Article IX (the "Indemnitor") of such claim or
demand, specifying the nature of such claim or demand and the amount or
estimated amount thereof to the extent then feasible (which estimate shall not
be conclusive of the final amount of such claim or demand) (the "Claim Notice").
The Indemnitor shall have ten (10) days from receipt of the Claim Notice (the
"Notice Period") to notify the Indemnified Party whether or not the Indemnitor
disputes its liability to the Indemnified Party with respect to such claim or
demand. In the event that the Indemnitor shall notify the Indemnified Party
within the Notice Period that it desires to defend the Indemnified Party against
such claim or demand, except as hereinafter provided, the Indemnitor shall have
the right to defend the Indemnified Party by appropriate proceedings, which
proceedings shall be promptly settled or prosecuted by them to a final
conclusion in such a manner as to avoid any risk of the Indemnified Party
becoming subject to liability for any other matter. If the Indemnified Party
desires to participate in, but not control, any such defense or settlement, it
may do so at its sole cost and expense. If, in the reasonable opinion of the
Indemnified Party, any such claim or demand by a third party involves an issue
or matter which could have a materially adverse effect on the business,
operations, properties, assets or prospects of the Indemnified Party, the
Indemnified Party shall have the right to control the defense or settlement of
any such claim or demand and its reasonable costs and expenses shall be included
as part of the indemnification obligations hereunder so long as defense or
settlement of such claim is acceptable to Insurer of Indemnitor. If the
Indemnified Party should elect to exercise such right, the Indemnitor shall have
the right to participate in, but not control, the defense or settlement of such
claim or demand at its sole cost and expense. If the Indemnitor elects not to
defend the Indemnified Party against such claim or demand, whether by not giving
timely notice as provided above or otherwise, then the amount of any such claim
or demand, or, if the same be contested (but the Indemnified Party shall have no
obligation to contest any such claim or demand), that portion thereof as to
which such defense is unsuccessful, shall be conclusively deemed to be a
liability of the Indemnitor hereunder, without prejudice to other claims
hereunder.
19
<PAGE> 20
(a) In the event either party should have a claim
against the other party hereunder which does not involve a claim or demand being
asserted against or sought to be collected by a third party, the party seeking
recovery shall promptly send a Claim Notice with respect to such claim to the
party from which recovery is sought. If the recipient does not provide written
notice to the party seeking recovery within the Notice Period that it disputes
such claim, the amount of such claim shall be conclusively deemed a liability of
the party from which recovery is sought.
(b) Nothing herein shall be deemed to prevent either
party from making a claim hereunder for potential or contingent claims or
demands provided the Claim Notice sets forth the specific basis for any such
potential or contingent claim or demand to the extent then feasible and the
party seeking recovery has reasonable grounds to believe that such a claim or
demand may be made.
ARTICLE X
POST-CLOSING MATTERS
10.1. Discharge of Business Obligations. From and after the
Closing, Seller and/or Eisenberg shall pay and discharge, in accordance with
past practice but not less than on a timely basis, all obligations and
liabilities incurred prior to the Closing in respect of the Purchased Assets,
including without limitation, any liabilities or obligations to employees, trade
creditors and clients of the Business and any taxes due and owing to
governmental entities.
10.2. UCC Matters. From and after the Closing, Seller and/or
Eisenberg will promptly refer all inquiries with respect to ownership of the
Purchased Assets to Buyer. In addition, Seller and Eisenberg will execute such
documents as Buyer may reasonably request from time to time to evidence transfer
of the Assets to Buyer.
ARTICLE XI
INTERMEDIARIES AND FINDERS FEES
11.1. Representations of Seller. Seller represents and
warrants that all negotiations relative to this Agreement
20
<PAGE> 21
have been carried on by it directly and without the intervention of any person,
firm, corporation or entity who or which may be entitled to any intermediary,
brokerage or finder's fee or other commission in respect to the execution of
this Agreement or the consummation of the transactions contemplated hereby, and
Seller shall indemnify and hold harmless Buyer from and against any and all
claims, losses, liabilities or expenses which may be asserted against Buyer as a
result of the dealings, arrangements or agreements of Seller or any of its
affiliates with any such person, firm, corporation or entity.
11.2. Representations of Buyer. Buyer represents and warrants
that all negotiations relative to this Agreement have been carried on by it
directly and without the intervention of any person, firm, corporation or entity
who or which may be entitled to any intermediary, brokerage or finder's fee or
other commission in respect of the execution of this Agreement or the
consummation of the transactions contemplated hereby, and Buyer shall indemnify
and hold harmless Seller from and against any and all claims, losses,
liabilities or expenses which may be asserted against it as a result of Buyer's
dealings, arrangements or agreements with any such person, firm, corporation or
entity.
ARTICLE XII
MISCELLANEOUS
12.1. Purchase and Sale Expenses. Buyer and Seller
shall each be responsible for their respective legal, accounting,
advisory and other expenses relating to this transaction.
12.2. Sales, Transfer and Documentary Taxes, Etc. Seller shall
pay all state and local taxes, if any, due as a result of the purchase, sale or
transfer of the Purchased Assets in accordance herewith whether imposed by law
on Seller or Buyer and Seller shall indemnify, reimburse and hold harmless Buyer
in respect of the liability for payment of or failure to pay any such taxes or
the filing of or failure to file any reports required in connection therewith.
12.3. Contents of Agreement; Parties in Interest; Etc. This
Agreement sets forth the entire understanding of the parties hereto with respect
to the transactions contemplated hereby. It shall not be amended or modified
except by written
21
<PAGE> 22
instrument duly executed by each of the parties hereto. Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this Agreement.
12.4. Binding Effect. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and assigns of Seller, Baltimore Car and Truck Rental,
Eisenberg and Buyer.
12.5. Waiver. Any term or provision of this Agreement may be
waived at any time by the party entitled to the benefit thereof by a written
instrument duly executed by such party.
12.6. Notices. Any notice, request, demand, waiver, consent,
approval or other communication which is required or permitted hereunder shall
be in writing and shall be deemed given only if delivered personally or sent by
a confirmed facsimile or by registered or certified mail, postage prepaid, as
follows:
If to Buyer, to: Mr. William G. Rueter
Rent-A-Wreck of America, Inc.
11460 Cronridge Drive
Suite 118
Owings Mills, Maryland 21117
With a required copy to
Buyer's attorney: Jeffrey H. Scherr, Esquire
Kramon & Graham, P.A.
Commerce Place
One South Street
Suite 2600
Baltimore, Maryland 21202-3201
If to Seller, to: Insurance Rentals, Inc.
c/o Mr. Mark Eisenberg
2303 North Howard Street
Baltimore, Maryland 21218
If to Eisenberg, to: Mr. Mark Eisenberg
7802 Crossland Road
Baltimore, Maryland 21208
22
<PAGE> 23
If to Baltimore Car
and Truck, to: Baltimore Car and Truck Rental,
Inc.
c/o Mr. Mark Eisenberg
2303 North Howard Street
Baltimore, Maryland 21218
With a required copy to
Seller's, Baltimore Car
and Truck's and
Eisenberg's attorney: Robert M. Hankin, Esquire
Weinberg & Green, LLC
100 South Charles Street
Baltimore, Maryland 21201
or to such other address as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver,
consent, approval or other communication will be deemed to have been given as of
the date so delivered, faxed or mailed.
12.7. Maryland Law to Govern. This Agreement shall be governed
by and interpreted and enforced in accordance with the laws of the State of
Maryland.
12.8. No Benefit to Others. The representations, warranties,
covenants and agreements contained in this Agreement are for the sole benefit of
the parties hereto, and their heirs, executors, administrators, legal
representatives, successors and assigns, and they shall not be construed as
conferring any rights on any other persons.
12.9. Headings, Gender and "Person". Section headings
contained in this Agreement are for convenience of reference only, do not form
any part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement. Words used herein, regardless of the number
and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine, or
neuter, as the context requires. Any reference to a "person" herein shall
include an individual, firm, corporation, limited liability company,
partnership, trust,
23
<PAGE> 24
governmental authority or body, association, unincorporated organization or any
other entity.
12.10. Exhibits. All Exhibits referred to herein are intended
to be and hereby are specifically made part of this Agreement.
12.11. Severability. Any provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall be ineffective to the extent
of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining provisions hereof.
12.12. Cooperation. Subject to the terms and conditions herein
provided, each of the parties hereto shall use its or his best efforts to take,
or cause to be taken such action, to execute and deliver, or cause to be
executed and delivered, such additional documents and instruments, and to do, or
cause to be done, all things necessary, proper and advisable under the
provisions of this Agreement and under applicable law to consummate and make
effective the transactions contemplated by this Agreement.
12.13. Counterparts. This Agreement may be executed in any
number of counterparts and any party hereto may execute any such counterpart,
each of which when executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by each party. It shall
not be necessary in making proof of this Agreement or any counterpart hereto to
produce or account for any of the other counterparts.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first written above.
WITNESS/ATTEST: BALTIMORE CAR AND TRUCK RENTAL,
INC.
[SIGNATURE] By: /s/ MARK EISENBERG
- -------------------------- ---------------------------
Name: Mark Eisenberg
24
<PAGE> 25
Title: President
SELLER:
INSURANCE RENTALS, INC.
[SIGNATURE] By: /s/ MARK EISENBERG
- -------------------------- ---------------------------
Name: Mark Eisenberg
Title: President
[SIGNATURE] /s/ MARK EISENBERG
- -------------------------- --------------------------------
Mark Eisenberg
BUYER:
RENT-A-WRECK OF AMERICA, INC.
[SIGNATURE] By: /s/ KENNETH L. BLUM JR.
- -------------------------- -----------------------------
Name: Kenneth L. Blum Jr.
Title: President
25
<PAGE> 26
List of Exhibits
Exhibit Description
--------------- -------------------------------
A Blanket Bill of Sale
B Transfer of Telephone
Number(s) and Long Distance
Access Agreements
C Charges for Maintenance of
Fleet
26
<PAGE> 27
Exhibit A
Blanket Bill of Sale
Pursuant to the Asset Purchase Agreement dated
_________________, 1996, INSURANCE RENTALS, INC., a Maryland corporation
(hereinafter called "Seller"), for good and valuable consideration to it in hand
paid, receipt of which is hereby acknowledged, by these presents does sell,
assign, transfer and convey unto RENT-A-WRECK OF AMERICA, INC., a Maryland
corporation (hereinafter called "Buyer"), its successors and assigns, all of
those certain assets listed below, wherever located.
(a) all contracts with customers or suppliers relating
to insurance replacement rentals;
(b) all telephone numbers and the long distance access
agreements for the Business to the extent
permitted by law and the telephone company;
(c) to the extent permitted by applicable law, all
rights under any written or oral contract,
agreement, lease, plan, instrument, registration,
license, certificates of occupancy, other permit
or approval of any nature, or other document,
commitment, arrangement, undertaking, practice or
authorization applicable to the Business that
Buyer chooses to assume;
(d) all files, records, computer data, plans, contracts
and recorded knowledge, including customer and
supplier lists related to the Business for the last
three (3) years;
(e) the Business' goodwill; and
(f) all rights related to the Business under any patent,
trademark, service mark, trade name or copyright,
whether registered or unregistered or licensed
including the name "Insurance Rentals";
Seller hereby authorizes Buyer to take any appropriate action
in connection with any of the described assets, in the name of Seller or in its
own or any other name, but at its own expense.
To have and to hold said assets unto Buyer, its successors and
assigns, to and for its or their use forever.
<PAGE> 28
And Seller, subject to the terms of the Asset Purchase
Agreement dated __________________, 1996 between Seller and Buyer relating to
the sale of Seller's assets, does hereby warrant, covenant and agree that it:
a. has good and marketable title to the assets assigned,
transferred, conveyed and delivered;
b. will warrant and defend the title of Buyer to said assets
against all and every person or persons whomsoever claiming to or making claim
against any or all of the same; and
c. will take all steps necessary to put Buyer, its successors
or assigns, in actual possession and operating control of said assets.
IN WITNESS WHEREOF, Seller has caused these presents to be
signed by its President this 3rd day of December, 1996.
WITNESS/ATTEST: SELLER:
INSURANCE RENTALS, INC.
/s/ By: /s/ Mark Eisenberg
- -------------------------- ---------------------------
Mark Eisenberg, President
2
<PAGE> 29
Exhibit B
Transfer of Telephone Number(s)
and
Long Distance Access Agreements
BELL ATLANTIC
BELL ATLANTIC
1 EAST PRATT STREET
BALTIMORE, MARYLAND 21202
CURRENT CUSTOMER-TRANSFEROR
I HEREBY AUTHORIZE THE TRANSFER OF TELEPHONE ACCOUNT ______________________ TO
THE NEW CUSTOMER LISTED BELOW:
- -------------------------------------------------------------------------------
(NEW CUSTOMER'S NAME)
- -------------------------------------------------------------------------------
(ADDRESS)
- -------------------------------------------------------------------------------
(CURRENT CUSTOMER'S NAME)
BY:
----------------------------------------------------------------------------
(SIGNATURE OF CURRENT CUSTOMER) (DATE)
NEW CUSTOMER-TRANSFEREE:
I HEREBY ASSUME TELEPHONE ACCOUNT ________________________ CURRENTLY BILLED TO
THE CUSTOMER LISTED ABOVE EFFECTIVE _____________________. I ACCEPT
RESPONSIBILITY FOR AND AGREE TO PAY ALL ASSOCIATED CHARGES WITH THIS ACCOUNT,
INCLUDING CONTRACTED DIRECTORY ADVERTISING FOR THE LIFE OF THE DIRECTOR. I
UNDERSTAND THE STATEMENT OF MONTHLY RECURRING CHARGES AND DIRECTOR ADVERTISING
SHOWN BELOW, AND WILL PAY THE REQUIRED DEPOSIT (IF AN AMOUNT IS INDICATED). IN
ORDER TO OBTAIN THE AMOUNTS FOR ANY PENDING CONTRACTED DIRECTOR ADVERTISING
CHARGES I AGREE TO CALL: 1 800 243-2004 (DC & MD) OR 1 800 543-1788 (VA).
PRESENT MONTHLY RECURRING TELEPHONE SERVICE CHARGES $__________________
PRESENT MONTHLY RECURRING DIRECTORY ADVERTISING CHARGES $__________________
DEPOSIT REQUIRED $__________________
TRANSFER CHARGE $__________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(NEW CUSTOMER'S NAME)
- --------------------------------------------------------------------------------
(ADDRESS)
BY:
----------------------------------------------------------------------------
(SIGNATURE OF NEW CUSTOMER) (DATE)
- --------------------------------------------------------------------------------
THE ACCOUNT TRANSFER WILL BECOME EFFECTIVE THE DAY THIS COMPLETED FORM AND THE
REQUIRED DEPOSITS ARE RECEIVED BY BELL ATLANTIC. IF EITHER PARTY HAS ANY
QUESTIONS, OUR BUSINESS OFFICE NUMBER IS __________________. THIS FORM MUST BE
RETURNED BY _____________________ OR SERVICE MAY BE INTERRUPTED. THIS DATE WILL
ALSO BE THE EFFECTIVE DATE OF TRANSFER UNLESS OTHERWISE NEGOTIATED BY BELL
ATLANTIC.
- --------------------------------------------------------------------------------
(PREPARED BY) (DATE SENT)
<PAGE> 30
EXHIBIT C
Charges for Maintenance of Fleet
BALTIMORE CAR AND TRUCK RENTAL, INC.
SCHEDULE ________
The following is a list of quotes for particular jobs for Ford Tempos
and Escorts and other similar American Cars. For foreign cars, please add $15.00
to the below prices.
<TABLE>
<CAPTION>
<S> <C> <C>
Front Brakes Total Front Brakes
Brake Pads Heavy Brake Pads
Bearings (2) Bearings (2)
Turn Rotors (2) Turn Rotors (2)
Labor Calipers (2)
Labor
Charge: $130.00 Charge: $180.00
Warranty: - 12,000 miles or Warranty - Parts = 24,000
12 months which miles or 24 months,
ever comes first Labor = 12,000
Labor & Parts miles or 12 months
Rear Brakes Total Rear Brakes
Brake shoes Heavy Brake Shoes
Rebuilt Kit for Cylinders Wheel Cylinders (2)
Hardware Spring Kit Hardware Spring Kit
Labor Pint of Fluid
Labor (includes bleeding
Brakes)
Charge: $115.00 Charge: $175.00
Warranty - 12,000 miles or Warranty - Parts = 24,000
12 months which miles or 24 months,
ever comes first Labor = 12,000
Labor & Parts miles or 12 months
</TABLE>
2303 N. HOWARD STREET - BALTIMORE, MARYLAND 21218
410/467-2900 - FAX 410/889-0113
5415 INDUSTRIAL DRIVE-SPRINGFIELD, VIRGINIA 22151
703/354-5300 - FAX 703/256-1964
<PAGE> 31
All Types of Cars:
Oil Change, Filter & Lube
$29.95 includes oil and filter plus the following visual
inspections:
<TABLE>
<CAPTION>
<S> <C> <C>
Check Transmission Fluid Check Belts Check Body Mounting
Check Power Steering Fluid Check Hoses Check Battery Terminals
Check Brake Fluid Check Air Filter Check Fuel Tank Mounting
Check Grease Points Check Shocks/Struts Check Starter Mounting/
Wiring
Check Kingpins Check Exhaust System Check Tires
Check Ball Joints Check horn Check Antifreeze level
Check for Fluid Leaks Check Parking Brake Check Lights
Check Front-End Linkage Check Driveline Check Wipers
</TABLE>
Transmission Service - Filter, 10 Quarts Fluid & labor
$62.50 Coolant Flush - $4.60 per gallon of antifreeze plus
$17.50 labor
<TABLE>
<CAPTION>
Standard Rates:
<S> <C> <C>
On-Site Maintenance (mechanic & truck) $ 45.00 per hour
Emergency Road Calls $ 45.00 per hour
In-Shop Maintenance $ 35.00 per hour
Parts cost plus 15%
Tire cost plus 15%
plus $7.00 per tire for
speed balance
Towing & Tire Road Service
by Outside Vendor cost plus 15%
Our tow truck - normal tow
within Baltimore Beltway $ 55.00 flat
</TABLE>
We will notify you of any price changes.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10QSB FOR THE PERIOD ENDED DECEMBER 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10QSB.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 705,501
<SECURITIES> 0
<RECEIVABLES> 1,082,953
<ALLOWANCES> 908,676
<INVENTORY> 0
<CURRENT-ASSETS> 1,862,554
<PP&E> 770,624
<DEPRECIATION> 426,814
<TOTAL-ASSETS> 2,470,891
<CURRENT-LIABILITIES> 836,327
<BONDS> 0
14,987
0
<COMMON> 40,751
<OTHER-SE> 1,546,016
<TOTAL-LIABILITY-AND-EQUITY> 2,470,891
<SALES> 0
<TOTAL-REVENUES> 2,857,212
<CGS> 0
<TOTAL-COSTS> 962,593
<OTHER-EXPENSES> 1,238,338
<LOSS-PROVISION> 120,019
<INTEREST-EXPENSE> 5,440
<INCOME-PRETAX> 585,064
<INCOME-TAX> 104,931
<INCOME-CONTINUING> 480,133
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 480,133
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
