SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Form 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________
March 27, 1997 (August 29, 1996)
(Date of Report (date of earliest event reported))
HFS Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 1-11402 22-3059335
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
339 Jefferson Road
Parsippany, New Jersey 07054
(Address of principal executive (Zip Code)
office)
(201) 428-9700
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
<PAGE>
Item 5. Other Events
This Current Report on Form 8-K/A amends the Current Report on Form 8-K of
HFS Incorporated (the "Registrant") dated August 29, 1996 for purposes of
amending and restating certain historical financial statements of an acquired
company and pro forma financial information of the Registrant previously filed.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
Exhibit
No. Description
- ------- ---------------------------------------------------------------------
23.1 Consent of Price Waterhouse LLP
99.1 Pro forma financial statements of the Registrant as of and for the
six months ended June 30, 1996 and for the year ended December 31,
1995, including the proposed acquisition of Avis, Inc.
99.2 The audited consolidated statements of financial position of Avis,
Inc. and its subsidiaries at February 29, 1996 and February 28,1995,
and the related consolidated statements of operations, of changes
in stockholders' equity, of changes in redeemable preferred stock,
and of cash flows for each of the three years in the period ended
February 29, 1996.
99.3 The unaudited consolidated financial statements of Avis, Inc. and its
subsidiaries at May 31, 1996 and for the three months ended May 31,
1996 and 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HFS INCORPORATED
By: /s/ Michael P. Monaco
Michael P. Monaco
Vice Chairman
and Chief Financial Officer
Date: March 27, 1997
<PAGE>
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated March 27, 1997 (August 29, 1996)
EXHIBIT INDEX
Exhibit
No. Description Page No.
- ------- ------------------------------------------------- --------
23.1 Consent of Price Waterhouse LLP
99.1 Pro forma financial statements of the Registrant
as of and for the six months ended June 30, 1996
and for the year ended December 31, 1995, including
the proposed acquisition of Avis, Inc.
99.2 The audited consolidated statements of financial position
of Avis, Inc. and its subsidiaries at February 29, 1996
and February 28,1995,and the related consolidated
statements of operations, of changes in stockholders'
equity, of changes in redeemable preferred stock,
and of cash flows for each of the three years in the
period ended February 29, 1996.
99.3 The unaudited consolidated financial statements of Avis,
Inc. and its subsidiaries at May 31, 1996 and for the
three months ended May 31, 1996 and 1995.
EXHIBIT 23.1
Consent of Indenpendent Accountants
We hereby consent to the incorporation by reference in the Prospectuses
consituting part of the Registration Statements on Form S-3 (Nos. 333-11029,
333-11031 and 333-17453), and Form S-8 (Nos. 33-56354, 33-70632, 33-72752,
33-83956, 333-06733, 33-94756, 333-03532, 333-06939) of HFS Incorporated of our
report dated April 25, 1996 relating to the consolidated financial statements of
Avis, Inc., which appears in the Current Report on Form 8-K, as amended, of HFS
Incorporated dated August 29, 1996.
Price Waterhouse LLP
New York, New York
March 21, 1997
EXHIBIT 99.1
INDEX TO PRO FORMA FINANCIAL STATEMENTS
Page
Pro Forma Financial Statements
Section A: Pro forma consolidated financial statements of HFS
for the Acquisition of Avis as of and for the six
months ended June 30, 1996 and for the year ended
December 31, 1995.
Section B: Pro forma consolidated financial information of HFS
excluding the Acquisition of Avis as of and for the
six months ended June 30, 1996 and for the year ended
December 31, 1995.
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FOR THE ACQUISITION OF AVIS
The pro forma consolidated balance sheet as of June 30, 1996 is presented
as if the acquisition of Avis, Inc. ("Avis") and issuance of Company common
stock (the "Avis Offering") as partial consideration for Avis occurred on June
30, 1996. The Company intends to undertake an initial public offering of a
majority interest in the corporation which owns all company-owned Avis car
rental locations (the "Operating Company") in 1997 and to enter into franchise,
information technology and other agreements to provide services to the Operating
Company based on terms to be determined. Accordingly, the pro forma financial
statements reflect the acquired net assets and results of operations of the Avis
rental car operating subsidiary intended to be sold as "Investment in car rental
operating company" and "other revenue", respectively.
The pro forma statements of operations for the year ended December 31, 1995
and the six months ended June 30, 1996 are presented as if the acquisition of
Avis had occurred on January 1, 1995 and reflects the consolidation of such
transactions and the pro forma financial results of HFS prior to the Avis
acquisition.
The acquisitions have been or will be accounted for using the purchase
method of accounting. Accordingly, assets acquired and liabilities assumed have
been or will be recorded at their estimated fair values which are subject to
further refinement, including appraisals and other analyses, with appropriate
recognition given to the effect of current interest rates and income taxes.
Management does not expect that the final allocation of the purchase price for
the above acquisitions will differ materially from the preliminary allocations.
The pro forma consolidated financial statements do not purport to present
the financial position or results of operations of the Company had the
transactions and events assumed therein occurred on the dates specified, nor are
they necessarily indicative of the results of operations that may be achieved in
the future. The pro forma consolidated statements of operations do not reflect
cost savings and revenue enhancements that management believes may be realized
following the acquisitions. These savings are expected to be realized primarily
through the restructuring of franchise services of the acquired companies as
well as revenue enhancements expected through leveraging of the Company's
preferred vendor programs. No assurances can be made as to the amount of cost
savings or revenue enhancements, if any, that actually will be realized.
The pro forma consolidated financial statements are based on certain
assumptions and adjustments described in the Notes to Pro Forma Consolidated
Balance Sheet and Statements of Operations and should be read in conjunction
therewith and with the consolidated financial statements and related notes of
the Company included in its 1995 Annual Report on Form 10-K and in its June 30,
1996 Quarterly Report on Form 10-Q, as amended and the financial statements and
related notes of the acquired or to be acquired companies included elsewhere
herein or previously filed in Current Reports on Form 8-K.
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 1996
(In thousands)
<TABLE>
<CAPTION>
Historical
----------------------------
Avis (1) Pro Forma Pro Forma for
HFS As Adjusted Adjustment (A) Avis Acquisition
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash and cash equivalents ........ $ 387,837 $ -- $ (367,200) $ 20,637
Royalty accounts and notes
receivable, net ................ 82,765 636 -- 83,401
Relocation receivables ........... 113,075 -- -- 113,075
Marketing and reservation
receivables, net ............... 43,351 -- -- 43,351
Other current assets ............. 32,337 779 -- 33,116
Deferred income taxes ............ 36,456 -- -- 36,456
----------- --------- ---------- -----------
Total current assets ................ 695,821 1,415 (367,200) 330,036
Property and equipment-net .......... 99,411 34,024 57,976 191,411
Franchise agreements-net ............ 599,631 -- -- 599,631
Excess of cost over fair value of
net assets acquired-net .......... 1,316,146 -- -- 1,316,146
Intangible assets-Avis .............. -- 503,037 299,633 802,670
Investment in car rental
operating company, net............ -- 12,257 62,743 75,000
Deferred income taxes-net ........... -- 28,033 (28,033) --
5,200 5,200
Other assets ........................ 78,609 59,614 (9,614) 128,609
----------- ---------- ---------- -----------
Total ............................... $ 2,789,618 $ 638,380 $ 20,705 $ 3,448,703
=========== ========== ========== ===========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and other
accrued liabilities ............ $ 172,064 $ 201,785 $ -- $ 373,849
Income taxes payable ............. 62,421 -- -- 62,421
Accrued acquisition obligations .. 32,002 -- 18,000 50,002
Current portion of long-term debt 29,562 -- 100,900 130,462
----------- ----------- ------------ -----------
Total current liabilities ........... 296,049 201,785 118,900 616,734
Long-term debt ...................... 540,530 -- -- 540,530
Other non-current liabilities ....... 30,894 -- -- 30,894
Deferred income taxes ............... 85,400 -- -- 85,400
Preferred Stock - Avis .............. -- 72,412 (72,412) --
Redeemable portion of common
stock - ESOP .................... -- 295,465 (295,465) --
Unearned compensation-ESOP .......... -- (261,702) 261,702 --
Stockholders' Equity
Participating convertible
preferred stock ................ -- 132,000 (132,000) --
Common stock ..................... 1,232 290 (244) 1,278
Additional paid-in capital ....... 1,690,347 217,445 120,909 2,028,701
Retained earnings ................ 145,166 79,120 (79,120) 145,166
Treasury stock ................... -- (102,269) 102,269 --
Foreign currency equity adjustment -- 3,834 (3,834) --
----------- ----------- ----------- -----------
Total stockholders' equity .......... 1,836,745 330,420 7,980 2,175,145
----------- ----------- ----------- -----------
Total ............................... $ 2,789,618 $ 638,380 $ 20,705 $ 3,448,703
=========== =========== =========== ===========
- ------------
(1) See Consolidated Historical Balance Sheet of Avis, Inc. as adjusted as of May 31, 1996.
See notes to pro forma consolidated balance sheet and statements of operations.
</TABLE>
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
CONSOLIDATED HISTORICAL BALANCE SHEET
OF AVIS, INC. AS ADJUSTED
As of May 31, 1996
(In thousands)
<TABLE>
<CAPTION>
Historical Reclassification Avis,
Avis Adjustment As Adjusted
-----------------------------------------------------
<S> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents ........ $ 75,122 $ (75,122) $ --
Royalty accounts and notes
receivable, net ................ 152,224 (151,588) 636
Vehicles, net .................... 2,330,630 (2,330,630) --
Due from affiliated company ...... 44,098 (44,098) --
Other current assets ............. 45,755 (44,976) 779
Deferred income taxes ............ -- -- --
----------- ----------- ---------
Total current assets ................ 2,647,829 (2,646,414) 1,415
Property and equipment-net .......... 150,538 (116,514) 34,024
Franchise agreements-net ............ --
Excess of cost over fair value of
net assets acquired-net .......... --
Intangible assets-Avis .............. 503,037 -- 503,037
Investment in car rental
operating company, net........... -- 12,257 12,257
Deferred income taxes ............... -- 28,033 28,033
Other assets ........................ 165,881 (106,267) 59,614
----------- ----------- -----------
Total ............................... $ 3,467,285 $(2,828,905) $ 638,380
=========== =========== ===========
Liabilities and Stockholders' Equity
Accounts Payable and other ....... $ 400,814 $ (199,029) $ 201,785
----------- ----------- -----------
Long-term debt ...................... 2,262,223 (2,262,223) --
Public liability and property damage 208,692 (208,692) --
Due to affiliated company ........... 122,002 (122,002) --
Other non-current liabilities
Deferred income taxes ............ 36,959 (36,959) --
Preferred stock - Avis ....... 72,412 -- 72,412
Redeemable portion of common
stock - ESOP ................... 295,465 -- 295,465
Unearned compenstion-ESOP ........ (261,702) -- (261,702)
Stockholders' Equity
Participating convertible
preferred stock ................ 132,000 -- 132,000
Common stock ..................... 290 -- 290
Additional paid-in capital ....... 217,445 -- 217,445
Retained earnings ................ 79,120 -- 79,120
Treasury stock ................... (102,269) -- (102,269)
Foreign currency equity adjustment 3,834 -- 3,834
----------- ----------- -----------
Total stockholders' Equity .......... 330,420 -- 330,420
----------- ----------- -----------
Total ............................... $ 3,467,285 $(2,828,905) $ 638,380
=========== =========== ===========
____________
Note: The reclassification adjustment made to the historical balance sheet of Avis, Inc. is to
present the historical net assets of the car rental operations as "investment in car rental
operating company - net".
See notes to pro forma consolidated balance sheet and statements of operations.
</TABLE>
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical
Pro Forma Avis, (1) Pro Forma Pro Forma for
HFS As Adjusted Adjustments Avis Acquisition
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue
Franchise .......... $ 583,485 $ -- $ 87,393 (B) $ 670,878
Relocation services 90,584 -- -- 90,584
Other .............. 89,232 21,608 -- 110,840
Equity in loss of car
rental operating company -- -- (5,272) (B) (5,272)
-------- -------- -------- --------
Total revenue .... 763,301 21,608 82,121 867,030
======== ======== ======== ========
Expenses
Marketing and
reservation ...... 164,961 -- -- 164,961
Selling, general and
administrative ... 186,262 7,205 -- 193,467
Ramada license fee . 18,911 -- -- 18,911
Depreciation and
amortization ..... 65,919 19,683 15,820 (C) 101,422
Interest ........... 34,315 461 -- 34,776
Relocation ......... 71,103 -- -- 71,103
Other .............. 17,593 410 -- 18,003
-------- ------- -------- --------
Total expenses ... 559,064 27,759 15,820 602,643
-------- ------- -------- --------
Income (loss) before
income taxes ....... 204,237 (6,151) 66,301 264,387
Provision for
income taxes ....... 83,910 4,100 25,676 (D) 113,686
--------- --------- --------- ---------
Net income (loss)...... $ 120,327 $ (10,251) $ 40,625 $ 150,701
========= ========= ========= =========
Per Share Information
(primary)
Net income ......... $ 0.96 -- $ 1.10
========= ==========
Weighted average
common and
common equivalent
shares outstanding 130,476 10,690 (E) 141,166
======= ======== =======
Per Share Information
(fully diluted)
Net income ......... $ 0.94 -- $ 1.09
========= =========
Weighted average
common and
common equivalent
shares outstanding 132,313 10,690 (E) 143,003
======= ======== =======
_______________
Note:Certain reclassifications have been made to the historical results of
acquired companies to conform with the Company's classification.
(1) The historical financial statements of operations of Avis, as adjusted, has
been adjusted to include the historical results of Avis operations intended
to be retained by the Company and the operating results of the car
rental operating company, which are included in "Other Revenue". See Historical
Consolidated Statement of Operations, as adjusted of Avis, Inc. for the year
ended February 29, 1996.
See notes to pro forma consolidated balance sheet and statement of operations.
</TABLE>
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
HISTORICAL CONSOLIDATED STATEMENT OF OPERATIONS
OF AVIS, INC. AS ADJUSTED
For the Year Ended February 29, 1996
(In thousands)
<TABLE>
<CAPTION>
Adjustments
---------------------------------
Rental Car Avis
Historical Reclassifications Subsidiary As Adjusted
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue .............................................. $ 1,716,677 $ (21,608) $(1,695,069) $ --
Service fees.......................................... -- 21,608 -- 21,608
----------- ----------- ----------- ----------
Net revenues.......................................... $ 1,716,677 $ -- $(1,695,069) $ 21,608
----------- ----------- ----------- ----------
Expenses:
Selling, general & administrative ................. 1,119,888 (16,865) (1,095,818) 7,205
Depreciation & amortization ....................... 411,796 16,404 (408,517) 19,683
Interest .......................................... 149,534 461 (149,534) 461
Other ............................................. 410 -- -- 410
----------- ----------- ----------- ----------
Total expenses .................................. 1,681,628 -- (1,653,869) 27,759
----------- ----------- ----------- ----------
Income (loss) before income taxes .................... 35,049 -- (41,200) (6,151)
Provision for income taxes ........................... 23,977 -- (19,877) 4,100
----------- ----------- ----------- ----------
Net income (loss)..................................... $ 11,072 $ -- $ (21,323) $ (10,251)
=========== =========== =========== ==========
_______________
</TABLE>
NOTE: The reclassification adjustment made to the historical consolidated
statement of income of Avis, Inc. is to present information technology
services as "Service fees". The elimination of the car rental operating company
is presented as a result of HFS' plan to undertake an initial public offering
of a majority interest of 75 percent in the corporation which owns all
company-owned Avis car rental operations (the "IPO Company"). HFS intends to
substantially replace results of car rental operations with license fees from
the IPO Company.
See notes to pro forma consolidated balance sheet and statements of operations.
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical
Pro forma Avis, (1) Pro Forma Pro Forma for
HFS As Adjusted Adjustments Avis Acquisition
--------------------------------------- ----------------
<S> <C> <C> <C> <C>
Revenue
Franchise .......... $ 287,295 $ -- $ 47,644 (B) $ 334,939
Owned brokerage .... -- -- -- --
Relocation ......... 50,057 -- -- 50,057
Other .............. 54,614 15,682 (1,500) (B) 68,796
Equity in loss on car
rental operating
company........... (3,680) (B) (3,680)
-------- -------- --------- ---------
Total revenue .... 391,966 15,682 42,464 450,112
-------- -------- --------- ---------
Expenses
Marketing and
reservation ...... 76,625 -- -- 76,625
Selling, general
& administrative . 85,422 3,703 -- 89,125
Ramada license fee . 10,045 -- -- 10,045
Owned brokerage .... -- -- -- --
Depreciation and
amortization ..... 37,977 9,905 7,846 (C) 55,728
Interest ........... 15,935 251 -- 16,186
Relocation ......... 38,355 -- -- 38,355
Other .............. 8,168 18 -- 8,186
-------- ------- -------- --------
Total expenses ... 272,527 13,877 7,846 294,250
-------- ------- -------- --------
Income before
income taxes ....... 119,439 1,805 34,618 155,862
Provision for
income taxes ....... 48,253 53 18,715 (D) 67,021
--------- --------- --------- ---------
Net income ............ $ 71,186 $ 1,752 $ 15,903 $ 88,841
========= ========= ========= =========
Per Share Information
(primary)
Net income ......... $ 0.54 $ 0.62
========= =========
Weighted average common
and common equivalent
shares outstanding 136,165 9,677 (E) 145,842
======= ======= =========
Per Share Information
(fully diluted)
Net income ......... $ 0.54 $ 0.62
========= =========
Weighted average common
and common equivalent
shares outstanding 137,211 9,677 (E) 146,888
======= ====== =======
_______________
Note:Certain reclassifications have been made to the historical results of
acquired companies to conform with the Company's classification.
(1) The historical financial statement of operations of Avis, as adjusted, has
been adjusted to include the historical results of operations intended to be
retained by the Company and the operating results of the car rental operating
company, which are included in "Other Revenue". See Historical Consolidated
Statement of Operations of Avis, Inc. as adjusted, for the six months ended May 31, 1996.
</TABLE>
See notes to pro forma consolidated balance sheet and statements of operations.
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
HISTORICAL CONSOLIDATED STATEMENT OF OPERATIONS
OF AVIS, INC. AS ADJUSTED
For the Six Months Ended May 31, 1996
(In thousands)
<TABLE>
<CAPTION>
Adjustments
----------------------------------
Rental Car Avis
Historical (1) Reclassifications Subsidiary As Adjusted
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue ............................ $ 918,698 $(15,682) $(903,016) $ --
Service fees........................ -- 15,682 -- 15,682
--------- -------- --------- ---------
Net Revenues 918,698 -- (903,016) 15,682
--------- -------- --------- ---------
Expenses:
Selling, general & administrative 624,543 (9,168) (611,672) 3,703
Depreciation & amortization ..... 199,924 8,917 (198,936) 9,905
Interest ........................ 76,013 251 (76,013) 251
Other ........................... 18 -- -- 18
--------- ------- --------- --------
Total expenses ................ 900,498 -- (886,621) 13,877
--------- ------- --------- --------
Income before income taxes ......... 18,200 -- (16,395) 1,805
Provision for income taxes ......... 8,883 -- (8,830) 53
--------- -------- --------- --------
Net income ......................... $ 9,317 $ -- $ (7,565) $ 1,752
========= ======== ========= =========
_______________
(1) The historical financial statements of Avis, Inc. are for the six months
ended May 31, 1996. The three months ended February 29, 1996 are included
in the six months ended May 31, 1996 and the year ended February 29, 1996.
Revenue and net loss for the three months ended February 29, 1996 are
$421.7 million and $9.7 million, respectively.
</TABLE>
See notes to pro forma consolidated balance sheet and statements of operations.
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET AND
STATEMENTS OF OPERATIONS
A. Acquisition of Avis:
At the time HFS announced its acquisition of Avis, it developed and
announced a plan (the "Plan") as follows:
1. Retain certain assets acquired, including the reservation system,
franchise agreements, trademarks and tradenames and certain liabilities.
2. Segregate the assets used in the car rental operations in a separate
subsidiary ("Car Rental Operating Company") and to dispose of approximately 75%
interest in Car Rental Operating Company within one year through an initial
public offering (IPO) of Car Rental Operating Company.
3. Enter into a license agreement with Car Rental Operating company for use
of the trademarks and tradename and other franchise services.
Based on the Plan, the purchase price for Avis has been allocated to the
assets and liabilities acquired by HFS, including its investment in Car Rental
Operating Company based on their estimated fair values. The amount allocated to
Car Rental Operating company was based on the estimated valuation of the Car
Rental Operating Company including the effect of royalty, reservation and
information technology agreements with HFS. Under the plan, Car Rental Operating
Company will sell approximately 75% interest at an assumed price of $225
million, thereby diluting HFS' interest to 25%. All of the proceeds from the IPO
will be retained by Car Rental Operating Company. Pro forma adjustments consist
of the elimination of certain acquired assets and assumed liabilities, net of
the fair value ascribed to such assets and liabilities.
<TABLE>
<CAPTION>
The Company acquired Avis for the following consideration ($000's):
<S> <C>
Cash consideration (i) $ 367,200
Issuance of approximately 4.6 million shares of Company
common stock 338,400
ESOP liability (ii) 100,900
---------
Total pro forma acquisition cost 806,500
---------
Fair value of net assets acquired:
Historical book value of acquired company 330,420
Elimination of net assets (liabilities) not acquired or assumed:
Deferred income taxes (28,033)
Other assets (9,614)
Preferred stock - Avis 72,412
Intangible assets - Avis (503,037)
Redeemable portion of common stock - ESOP 295,465
Unearned compensation - ESOP (261,702)
Fair value adjustments to assets acquired and liabilities assumed:
Deferred income tax asset, net (iii) 5,200
Property and equipment (iv) 57,976
Investment in car rental operating company (v) 62,743
Accrued acquisition obligations (vi) (18,000)
----------
Fair value of identifiable net assets acquired 3,830
----------
Intangible assets-Avis (vii) $ 802,670
==========
</TABLE>
<PAGE>
SECTION A
HFS Incorporated and Subsidiaries
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET AND
STATEMENTS OF OPERATIONS (Continued)
A. Acquisition of Avis: (continued)
In connection with the Company's fair value allocation of net assets to the
Car Rental Operating Company, the estimated net worth of the Car Rental
Operating Company was valued at $75 million. Such net worth and corresponding
company investment in the Car Rental Operating Company was allocated as follows:
Historical net book value of car rental operating company $ 72,616
Fair value adjustments to car rental operating company 2,384
----------
$ 75,000
==========
The condensed balance sheet of the Car Rental Operating Company including
fair value adjustments at June 30, 1996 is as follows:
Vehicles $2,567,517
Property and equipment 101,000
Deferred tax asset 102,000
Excess of cost over fair value of net assets acquired 154,000
Debt (2,488,651)
Property liability and property damage (215,135)
Other, net (145,731)
----------
Stockholders' Equity $ 75,000
==========
HFS' investment in Car Rental Operating Company of $75 million represents
the estimated value of its 100% interest in the Car Rental Operating Company at
the date of acquisition and is accounted for under the equity method since HFS'
control is temporary based on the planned IPO of Car Rental Operating Company.
Upon completion of the IPO, the value of Car Rental Operating Company is
expected to increase to $300 million (with the $225 million of IPO proceeds
retained by the Car Rental Operating Company) with HFS' interest at 25% equal to
$75 million, its current investment balance. If the results of the IPO do not
confirm the preliminary purchase price allocation for the investment in Car
Rental Operating Company, then such investment will be adjusted with a
corresponding adjustment to goodwill.
(i) Cash consideration of $336.6 million was financed by the Second Quarter
1996 Offering.
(ii) The ESOP liability bears interest at LIBOR plus 20 basis points for a
period commencing on the acquisition date to maturity which is primarily
the earlier of three days after the sale of Company shares issued to the
ESOP or the first anniversary of the acquisition.
(iii)The pro forma adjustment to deferred income taxes recorded in
connection with the acquisition results from differences in the fair
values of assets acquired and liabilities assumed and their
respective income tax bases.
(iv) The adjustment to property and equipment is primarily attributable to the
values ascribed to reservation equipment and related assets and to the Avis
headquarters office in excess of historical cost.
(v) The adjustment to investment in car rental operating company reflects the
net effect of push-down accounting adjustments which result in a $75
million fair value of the car rental operating company.
(vi) Accrued acquisition obligations consist of professional fees ($3.7
million), investment banker fees ($8.0 million) and filing fees and other
($6.3 million).
(vii) Intangible assets retained by HFS consisting of the following:
(In Millions)
-------------
Avis trademark $ 400.0
Reservation system and customer database 109.0
Excess of cost over fair value of net
assets acquired 293.7
----------
$ 802.7
==========
Excess of cost over fair value of net assets acquired is as of June 30,
1996 and differs from the actual purchase price allocation at date of
acquisition. That amount, which was valued at $317.6 million, was used as a
basis for assumptions made in the pro forma statements of operations.
<PAGE>
A. Acquisition of Avis (continued)
The pro forma adjustments include the elimination of Avis stockholders'
equity and the issuance of approximately 5.6 million shares of the Company's
common stock to finance the acquisition.
<TABLE>
<CAPTION>
Stockholders' Equity
---------------------------------------------
Issuance of Eimination of Adjustment to
Company Stockholders' Stockholders'
Common Stk. Equity Equity
----------------------------------------------
<S> <C> <C> <C>
Participating convertible preferred stock $ -- $ 132,000 $(132,000)
Common stock ............................ 46 290 (244)
Additional paid-in capital .............. 338,354 217,445 120,909
Retained earnings ....................... -- 79,120 (79,120)
Treasury stock .......................... -- (102,269) 102,269
Foreign currency equity adjustment ...... -- 3,834 (3,834)
Redeemable portion of common stock ...... -- -- --
Unearned compensation ................... -- -- --
--------- --------- ---------
$ 338,400 $ 330,420 $ 7,980
========= ========= =========
</TABLE>
B. Car Rental Operating Company Operations:
The pro forma adjustments are comprised of the following:
<TABLE>
<CAPTION>
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
------------------------------------------------
<S> <C> <C> <C> <C>
Historical income before taxes from Car Rental
Operating Company........................ $ 41,200 $ 16,395
Adjustments to Car Rental Operating Company:
Elimination of historical expense associated with:
Long-term incentive compensation plans
eliminated in connection with the Avis
Acquisition............................. $ 4,700 $ 3,549
Depreciation and amortization........... 31,869 15,337
Addition of pro forma expenses associated with:
Depreciation and amortization (i)...... (18,279) ( 9,140)
Increased financing costs.(ii).... .... (8,004) 10,286 (3,556) 6,190
HFS Service Fee Adjustment:
Service fees from franchised locations.. (18,366) (9,419)
Reservation and information technology
services................................ (9,700) (6,619)
Gross royalty payment to HFS from
Avis (iii)............................. (59,327) (87,393) (31,606) (47,644)
Adjsuted income (loss) before taxes from
car rental operating company.......... (35,907) (25,059)
Provision (benefit) for income taxes...... (14,819) (10,339)
Adjusted net income (loss) from car rental
operating company..................... (21,088) (14,720)
HFS ownership percentage 25% 25%
HFS: equity in earnings (loss) in car rental
operating company..................... $ (5,272) $ (3,680)
======== ========
(Other Revenue Adjustment):
Elimination of historical interest income
related to cash consideration portion of
Avis Acquisition (iv)................ $ -- $ 1,500
======== =========
</TABLE>
<PAGE>
(i) The estimated fair value of Avis property and equipment intended to be
retained by the car rental company is $101.0 million, comprised primarily of
furniture, fixtures, and leasehold improvements, which is amortized on a
straight-line basis over the estimated useful lives, which average seven years.
Excess of cost over fair value of net assets acquired by the Car Rental
Operating Company is valued at $154 million and is amortized on a straight- line
basis over a benefit period of 40 years.
(ii) As a result of the merger between the Company and Avis, approximately
$1 billion of tax-advantaged debt was repaid and replaced by a similar amount of
non tax-advantaged debt. This resulted in an increase in interest rates, due to
the loss of tax benefits from ESOP financing which were passed through from
various lenders to Avis ($000's):
For the Year Ended For the Six Months
December 31, Ended June 30,
1995 1996
------------------ ------------------
Add current facilities........... $ 129,472 $ 76,054
Reverse former facilities....... (121,468) (72,498)
--------- --------
Increased financing cost $ 8,004 $ 3,556
========= ========
(iii) In connection with the Company's plan to dispose of approximately 75%
of the Car Rental Operating Company, the Company will enter into franchise,
information technology and other agreements to provide services to the Car
Rental Operating Company based on terms to be determined. The royalty payment
to be made to HFS from the Car Rental Operating Company for use of the Avis
trademarks and tradename is calculated at 3.5% of the revenues generated by the
Car Rental Operating Company which is the net royalty percentage the Company
expects to receive as a result of a planned contractual arrangement with the
Avis Car Rental Operating Company subsequent to the IPO. Such payment for the
year ended December 31, 1995 and the six months ended June 30, 1996 is
calculated as follows($000's):
For the Year Ended For the Six Months
December 31, Ended June 30,
1995 1996
------------------ ------------------
Revenues generated by Car Rental
Operating Company............... $1,695,069 $ 903,016
Royalty percentage................... 3.5% 3.5%
--------- --------
Royalty payment to HFS............... $ 59,327 $ 31,606
========= ========
(iv) The pro forma adjustment eliminates historical interest income on the
portion of cash generated from the Second Quarter 1996 Offering which was used
as consideration in the Avis Acquisition.
<PAGE>
C. Depreciation and amortization:
The pro forma adjustment for depreciation and amortization is comprised of
($000's):
For The Year For the Six Months
Ended Ended
December 31, June 30,
1995 1996
-----------------------------
Elimination of historical
expense ............. $ (19,683) $ (9,905)
Property, equipment &
furniture & fixtures 5,909 2,954
Intangible assets ....... 29,594 14,797
-------- --------
Total ................... $ 15,820 $ 7,846
======== ========
The estimated fair value of Avis' property and equipment intended to be
retained by HFS is $96.0 million, comprised primarily of reservation equipment
and related assets and to the Avis Headquarters office in excess of historical
cost. Such property and equipment is amortized on a straight-line basis over the
estimated benefit periods ranging from five to thirty years. Avis' intangible
assets recorded by HFS (not applicable to car rental operating subsidiary) are
comprised of the Avis trademark, a reservation system and customer database, and
excess of cost over fair value of net assets acquired. The estimated fair value
of Avis trademark is approximately $400 million and is amortized on a
straight-line basis over a benefit period of 40 years. The estimated fair value
of the reservation system and customer database are approximately 95.0 million
and 14.0 million, respectively and are amortized on a straight-line basis over
the periods to be benefit which are 10 years and 6.5 years, respectively.
The excess of cost over fair value of net assets acquired applicable to the
allocated porition of the business to be retained by HFS is estimated at
approximately $317.6 million and is determined to have a benefit period of 40
years which is based on Avis' position as the second larges car rental system in
the world, the recognition of its brand name in the car rental industry and the
longevity of the car rental business.
<PAGE>
D. Income Taxes
The pro forma adjustment to income taxes is comprised of ($000's):
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
--------------------------------------------
Reversal of historical (provision)
benefit of:
Pro forma provision prior to
acquisition of Avis....... $ (83,910) $ (48,253)
Avis ....................... (4,100) (53)
Pro forma provision ............ 113,686 67,021
--------- ---------
Total .......................... $ 25,676 $ 18,715
========= =========
The pro forma effective tax rates are approximately 1% higher than the
Company's historical effective tax rates due to non-deductible excess of cost
over fair vaue of net assets acquired to be recorded in connection with the
acquisition of Avis. The pro forma provisions for taxes were computed using pro
forma pre-tax amounts and the provisions of Financial Accounting Standards No.
109.
E. Weighted average common and common equivalent shares outstanding
The pro forma adjustment to weighted average shares reflects the Avis
acquisition, which occurred on October 17, 1996 at an issuance price per share
of $74.06, as if it took place at the beginning of the period presented; thus,
the stock issuance is considered outstanding as of the beginning of the period
for purposes of per share calculations.
F. Estimated selling, general and administrative cost savings:
In connection with HFS's acquisitions, HFS developed related business plans
to restructure each of the respective acquired companies which will result in
future cost savings subsequent to the acquisitions. HFS's restructuring plans in
each case were developed prior to the consummation of the respective
acquisitions and were implemented concurrent with the consummation of the
acquisitions. Restructuring plans included the involuntary termination and
relocation of employees, the consolidation and closing of facilities and the
elimination of duplicative operating and overhead activities. Pursuant to HFS's
specific restructuring plans, certain selling, general and administrative
expenses may not be incurred subsequent to each acquisition that existed pror to
consummation. In addition, there are incremental costs in the conduct of
activities of the acquired companies prior to the acquisitions that may not be
incurred subsequent to consummation and have no future economic benefit to HFS.
The estimated cost savings that HFS believes would have been attained had its
acquisitions occurred on January 1, 1995 and the related impact of such cost
savings on pro forma net income and net income per share are not reflected in
the pro forma consolidated statements of income, but are presented below
($000's):
<PAGE>
<TABLE>
<CAPTION>
For the year ended December 31, 1995:
Century Coldwell Century 21
21 Banker NORS Travelodge ERA Total
------- ------ ------------ ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Payroll and related... $10,885 $10,682 $ 7,706 $ 1,110 $ 7,236 $ 37,619
Professional......... 2,693 1,500 1,486 154 387 6,220
Occupancy............ 3,629 -- 2,754 186 1,172 7,740
Other 3,128 (1,517) 2,326 167 1,036 5,140
------- ------- ------- ------- ------- --------
Total........... $20,334 $10,665 $14,272 $ 1,617 $ 9,831 $ 56,719
======= ======= ======= ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
For the six months ended June 30, 1996:
Coldwell Century 21
Banker NORS Travelodge ERA Total
-------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C>
Payroll and related... $ 4,451 $ 2,424 $ 25 $ 222 $ 7,122
Professional......... 1,055 705 4 -- 1,764
Occupancy............ -- 603 4 102 709
Other (604) 1,069 4 157 626
------- ------- ----- ------ -------
Total........... $ 4,902 $ 4,801 $ 37 $ 481 $10,221
======= ======= ===== ====== =======
</TABLE>
The impact on pro forma net income and net income per share of the
estimated SG&A cost savings are as follows:
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
--------------------------------------------
Income before taxes, as reported... $266,369 $ 155,862
SG&A adjustments.................. 56,719 10,221
Income before taxes, as adjusted.. 323,088 166,083
Income taxes...................... 138,928 71,416
-------- ---------
Net income, as adjusted $184,160 $ 94,667
======== =========
Net income per share (primary):
Ad adjusted................. $ 1.34 $ 0.66
======== =========
As reported................. $ 1.10 $ 0.62
======== =========
Net income per share (fully diluted):
Ad adjusted................. $ 1.32 $ 0.66
======== =========
As reported................. $ 1.09 $ 0.62
======== =========
<PAGE>
SECTION B
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
EXCLUDING THE AVIS ACQUISITION
The pro forma statements of operations for the year ended December 31, 1995
and the six months ended June 30, 1996 are presented as if the following
transactions had occurred on January 1, 1995: (i) the May 31, 1996 acquisition
of the common stock of Coldwell Banker Corporation ("Coldwell Banker") and the
related contribution of Coldwell Banker's owned real estate brokerage offices
(the "Owned Brokerage Business") to an independent trust (the "Trust") the
("Coldwell Banker Transaction"); (ii) the receipt of the proceeds from an
offering of the Company's common stock (the CB Offering") to the extent
necessary to fund the acquiition of Coldwell Banker and the related repayment of
indebtedness and acquisition expenses: (iii) the acquisitions of: the six
non-owned Century 21 regions ("Century 21 NORS") during the second quarter of
1996, the Travelodge franchise system, ("Travelodge") on January 23, 1996 and
the Electronic Realty Associates franchise system ("ERA") on February 12, 1996
(collectively, the "Other Acquisitions"); and (iv) the February 22, 1996
issuance of $240 million of 4-3/4% convertible senior notes due 2003 to the
extend such proceeds were used to finance the Other Acquisitions. The pro forma
statement of operations for the year ended December 31, 1995 is also presented
as if the August 1, 1995 acquisition of Century 21 Real Estate Corporation
("Century 21") and the acquisition by merger (the "CCI Merger") in May 1995 of
Casino & Credit Services, Inc's. gambling patron credit information business,
Central Credit Inc. ("CCI") had occurred on January 1, 1995.
The acquisitions have been accounted for using the purchase method of
accounting. Accordingly, assets acquired and liabilities assumed have been or
will be recorded at their estimated fair values which are subject to further
refinement, including appraisals and other analyses, with appropriate
recognition given to the effect of current interest rates and income taxes.
Management does not expect that the final allocation of the purchase price for
the above acquisitions will differ materially from the preliminary allocations.
The Company has entered into certain immaterial transactions which are not
relfected in the pro forma statements of operations.
The pro forma consolidated financial statements do not purport to present
the financial position or results of operations of the Company had the
transactions and events assumed therein occurred on the dates specified, nor are
they necessarily indicative of the results of operations that may be achieved in
the future. The pro forma consolidated statements of operations do not reflect
cost savings and revenue enhancements that management believes may be realized
following the acquisitions. These savings are expected to be realized primarily
through the restructuring of franchise services of the acquired companies as
well as revenue enhancements expected through leveraging of the Company's
preferred alliance programs. No assurances can be made as to the amount of cost
savings or revenue enhancements, if any, that actually will be realized.
The pro forma consolidated financial statements are based on certain
assumptions and adjustments described in the Notes to Pro Forma Consolidated
Balance Sheet and Statements of Operations and should be read in conjunction
therewith and with the consolidated financial statements and related notes of
the Company included in its 1995 Annual Report on Form 10-K and in its June 30,
1996 Quarterly Report on Form 10-Q, as amended and the financial statements and
related notes of the acquired or to be acquired companies included elsewhere
herein or previously filed in Current Reports on Form 8-K.
<PAGE>
SECTION B
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical
-----------------------------------------
Coldwell Other Acquired Pro Forma
HFS Banker Companies Adjustments Pro Forma
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue
Franchise .......... $ 361,238 $ 68,064 $ 128,233 $ 25,950 (A) $ 583,485
Owned brokerage business -- 535,207 -- (535,207) (B) --
Relocation services 8,204 75,866 6,514 -- 90,584
Other .............. 43,541 20,264 29,848 (4,421) (B) 89,232
-------- -------- -------- -------- ---------
Total revenue .... 412,983 699,401 164,595 (513,678) 763,301
======== ======== ======== ======== =========
Expenses
Marketing and
reservation ...... 143,965 -- 20,996 -- 164,961
Selling, general and
administrative ... 55,538 32,367 102,857 (4,500) (C) 186,262
Ramada license fee . 18,911 -- -- -- 18,911
Owned brokerage..... -- 521,376 -- (521,376) (B) --
Depreciation and
amortization ..... 30,857 22,425 8,483 4,154 (D) 65,919
Interest ........... 21,789 5,329 6,227 970 (E) 34,315
Relocation ......... 3,783 62,439 4,881 -- 71,103
Other .............. 3,235 -- 14,757 (399) (F) 17,593
-------- ------- -------- -------- ---------
Total expenses ... 278,078 643,936 158,201 (521,151) 559,064
-------- ------- -------- -------- ---------
Income before
income taxes ....... 134,905 55,465 6,394 7,473 204,237
Provision for
income taxes ....... 55,175 24,385 3,542 808 (G) 83,910
--------- --------- --------- --------- ---------
Net income ............ $ 79,730 $ 31,080 $ 2,852 6,665 $ 120,327
========= ========= ========= ========= =========
Per Share Information
(primary)
Net income ......... $ .74 $ 0.96
========= =========
Weighted average
common and
common equivalent
shares outstanding 113,817 16,659 (H) 130,476
======= ======== =======
Per Share Information
(fully diluted)
Net income ......... $ .73 $ 0.94
========= =========
Weighted average
common and
common equivalent
shares outstanding 115,654 16,659 (H) 132,313
======= ======= ========
</TABLE>
_______________
Note:Certain reclassifications have been made to the historical results of
acquired companies to conform with the Company's classification.
See notes to pro forma consolidated balance sheet and statement of operations.
<PAGE>
SECTION B
HFS Incorporated and Subsidiaries
HISTORICAL CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Other Acquired Companies
--------------------------------------------------------------------
Century 21
CCI (l) Century 21 (1) NORS Travelodge ERA Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Franchise .......... $ -- $ 53,992 $ 29,021 $ 18,361 $26,859 $128,233
Relocation ......... -- 6,514 -- -- -- 6,514
Other .............. 3,326 10,164 403 79 15,876 29,848
-------- -------- -------- -------- ------- --------
Total revenue .... 3,326 70,670 29,424 18,440 42,735 164,595
======== ======== ======== ======== ======= ========
Expenses
Marketing and
reservation ...... -- 5,128 2,912 12,956 -- 20,996
Selling, general and
administrative ... -- 47,232 22,851 2,648 30,126 102,857
Depreciation and
amortization ..... 529 5,217 578 8 2,151 8,483
Interest ........... -- 2,904 54 -- 3,269 6,227
Relocation ......... -- 4,881 -- -- -- 4,881
Other .............. 1,917 2,751 -- -- 10,089 14,757
-------- ------- -------- -------- ------- --------
Total expenses ... 2,446 68,113 26,395 15,612 45,635 158,201
-------- ------- -------- -------- ------- --------
Income (loss) before
income taxes ....... 880 2,557 3,029 2,828 (2,900) 6,394
Provision for
income taxes ....... 313 2,097 -- 1,132 -- 3,542
--------- --------- --------- --------- ------- --------
Net income ............ $ 567 $ 460 $ 3,029 $ 1,696 $(2,900) $ 2,852
========= ========= ========= ========= ======= ========
</TABLE>
NOTE: Certain reclassifications have been made to the historical results of
acquired companies to conform with the Company's classification.
(1) Reflects results of operations for the period from January 1, 1995 to the
respective date of acquisition.
See notes to pro forma consolidated balance sheet and statements of operations.
<PAGE>
SECTION B
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical
-----------------------------------------
Coldwell Other (2) Pro Forma
HFS Banker(2) Acquisitions Adjustments Pro Forma
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue
Franchise .......... $ 240,135 $ 25,694 $ 9,631 $ 11,835 (A) $ 287,295
Owned brokerage business -- 235,625 -- (235,625) (B) --
Relocation ............. 15,179 34,159 719 -- 50,057
Other .............. 48,896 4,067 1,651 -- 54,614
-------- -------- -------- -------- ---------
Total revenue .... 304,210 299,545 12,001 (223,790) 391,966
======== ======== ======== ======== =========
Expenses
Marketing and
reservation ...... 75,491 -- 1,134 -- 76,625
Selling, general
administrative ... 60,311 57,455 9,460 (41,804) (C) 85,422
Ramada license fee . 10,045 -- -- -- 10,045
Owned brokerage..... -- 227,363 -- (227,363) (B) --
Depreciation and
amortization ..... 23,405 9,021 421 5,130 (D) 37,977
Interest ........... 14,574 3,155 1,493 (3,287) (E) 15,935
Relocation ......... 10,184 27,530 641 -- 38,355
Other .............. 6,892 512 764 -- 8,168
-------- -------- -------- -------- ---------
Total expenses ... 200,902 325,036 13,913 (267,324) 272,527
-------- -------- -------- -------- ---------
Income (loss) before
income taxes ....... 103,308 (25,491) (1,912) 43,534 119,439
Provision for
income taxes ....... 41,746 (10,432) -- 16,939 (G) 48,253
--------- --------- --------- --------- ---------
Net income ............ $ 61,562 $ (15,059) $ (1,912) $ 26,595 $ 71,186
========= ========= ========= ========= =========
Per Share Information
(primary)
Net income ......... $ 0.51 -- -- $ 0.54
========= =========
Weighted average
common and
common equivalent
shares outstanding 125,229 10,936 (H) 136,165
======= ======== =========
Per Share Information
(fully diluted)
Net income ......... $ 0.51 $ 0.54
========= =========
Weighted average
common and
common equivalent
shares outstanding 126,275 10,936 (H) 137,211
======= ======= ========
</TABLE>
_______________
Note: Certain reclassifications have been made to the historical results of
acquired companies to conform with the Company's classification.
(1) Reflects results of operations for the period from January 1, 1996 to the
respective dates of acquisition.
See notes to pro forma consolidated balance sheet and statements of operations.
<PAGE>
SECTION B
HFS Incorporated and Subsidiaries
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Century 21
NORS (1 Travelodge (1) ERA (1) Total
---------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue
Franchise .......... $ 6,668 $ 688 $ 2,275 $ 9,631
Relocation ............. -- -- 719 719
Other .............. 449 -- 1,202 1,651
------- ------- ------- -------
Total revenue .... 7,117 688 4,196 12,001
======= ======= ======= =======
Expenses
Marketing and
reservation ...... 681 453 -- 1,134
Selling, general
administrative ... 6,885 99 2,476 9,460
Depreciation and
amortization ..... 285 -- 136 421
Interest ........... 2 -- 1,491 1,493
Relocation ......... -- -- 641 641
Other .............. -- -- 764 764
-------- -------- -------- --------
Total expenses ... 7,853 552 5,508 13,913
-------- -------- -------- --------
Income (loss) before
income taxes ....... (736) 136 (1,312) (1,912)
Provision for
income taxes ....... -- -- -- --
--------- --------- --------- ---------
Net income (loss)...... $ (736) $ 136 $ (1,312) $ (1,912)
========= ========= ========= =========
</TABLE>
NOTE: Certain reclassifications have been made to the historical results of
acquired companies to conform with the Company's classification.
(1) Reflects results of operations for the period from January 1, 1996 to the
respective dates of acquisition.
See note to pro form consolidated balance sheet and statements of operations.
<PAGE>
A. Franchise revenue:
The pro forma adjustment reflects the elimination of franchise revenue
associated with discontinued Century 21 international based operations, the
elimination of franchise revenue paid by the Century 21 NORS to Century 21 under
sub-franchise agreements and the addition of franchise fees to be received under
franchise contracts with owned brokerage offices upon contribution of the Owned
Brokerage Business to the Trust. Pro forma adjustments to franchise revenue
consists of the following:
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
----------------- ------------------
Eliminate:
Discontinued operations....... $ (57) $ -
Century 21 revenue included as
Century 21 NORS SG&A....... (4,500) (1,003)
Add:
Franchise fees from Owned
Brokerage Busines......... 30,507 12,838
-------- --------
Total...................... $ 25,950 $ 11,835
======== =======
The franchise fees from the Owned Brokerage Business, which is based on the
franchise contracts with the Trust, is calculated at approximately 5.7% of gross
commissions earned by the Owned Brokerage Business on sales of real estate
properties. Gross commissions earned by the Owned Brokerage Business were $535.2
million, $225.2 million for the year ended December 31, 1995 and for the six
months ended June 30, 1996.
<PAGE>
B. Owned brokerage revenue and expenses:
The pro forma adjustments reflect the elimination of revenue and expenses
for Coldwell Banker's 318 formerly owned brokerage offices. The Company
contributed the net assets of the Owned Brokerage Business to the Trust upon
consummation of the Coldwell Banker acquisition. The free cash flow of the Trust
will be expended at the discretion of the trustees to enhance the growth of
funds available for advertising and promotion.
The majority of Owned Brokerage Business expenses are directly attributable
to the business. Based on the Company's due diligence of Coldwell Banker
Corporation and subsidiaries ("CB Consolidated"), the Company determined that
common expenses were allocated to the owned brokerage business based on a
reasonable allocation method. Such allocations were based on the ratio of number
of employees, the amount of space occupied and revenue generated relative to CB
Consolidated in the aggregate and multiplied by corresponding common costs as
appropriate to determine allocable expenses.
C. Selling, general and administrative expense:
The pro forma adjustments reflect the elimination of royalty payments made
by the Century 21 NORS to Century 21 under sub-franchise agreements (offset
against service fee revenue - See Note A) and the payment of Coldwell Banker
stock options as a result of change in control provisions in connection with the
acquisition of Coldwell Banker by HFS.
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
----------------- ------------------
Franchise fees................ $ 4,500 $ 1,003
Stock option expense.......... -- 40,801
-------- -------
Total...................... $ 4,500 $41,804
======== =======
D. Depreciation and amortization:
The pro forma adjustment for depreciation and amortization is comprised of
($000's):
<TABLE>
<CAPTION>
For the year ended December 31, 1995:
CCI Coldwell Other
Merger Century 21 Banker Acquisitions Total
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Elimination of historical
expense................ $ (529) $ (5,217) $(22,425) $(2,737) $(30,908)
Property, equipment &
furniture & fixtures... 100 425 1,156 189 1,870
Information database......... 375 -- -- -- 375
Intangible assets........... 289 -- -- -- 289
Franchise agreements....... -- 1,628 11,712 2,917 16,257
Excess of cost over fair value
of net assets acquired -- 2,912 8,675 4,684 16,271
------ -------- -------- ------- -------
Total $ 235 $ (252) $ (882) $ 5,053 $ 4,154
====== ======== ======== ======= =======
</TABLE>
For the six months ended June 30, 1996
Coldwell Other
Banker Acquisitions Total
--------------------------------------
Elimination of historical
expense................ $(9,021) $ (421) $(9,442)
Property, equipment &
furniture & fixtures... 578 -- 578
Franchise agreements....... 5,856 1,458 7,314
Excess of cost over fair value
of net assets acquired 4,338 2,342 6,680
------- ------- -------
Total $ 1,751 $ 3,379 $ 5,130
======= ======= =======
<PAGE>
CCI Merger
The estimated fair values of CCI's information data base, property and
equipment and excess of cost over fair value of net assets acquired are $7.5
million, $1.0 million and $33.8 million, respectively, and are amortized on a
straight-line basis over the periods to be benefited which are ten, five and
forty years, respectively. The benefit periods associated with the excess cost
over fair value of ent assets acquired were determined based on CCI's position
as the dominant provider of gambling patron credit information services since
1956, its ability to generate oprating profits and expansion of its customer
base and the longevity of the casino gaming industry.
Century 21
The estimated fair values of Century 21 property and equipment, franchise
agreements and excess cost over fair value of net assets acquired are $5.5
million, $33.5 million and $199.7 million, respectively and are amortized on a
straight-line basis over the periods to be benefited which are seven, twelve and
forty years, respectively. The benefit periods associted with the excess cost
over fair value of net assets acquired were determined based on Century 21's
position as the world's largest franchisor of residential real estate brokerage
offices, the most recognized brnad name in the residentialr real estate
brokerage industry and the longevity of the residential real estate brokerage
business.
Coldwell Banker
The estimated fair values of Coldwell Banker's property and equipment,
(excluding land) of $16.7 million is amortized on a straight-line basis over the
estimated beneit periods ranging from five to twenty-five years. Coldwell
Banker's intangible assets are comprised of franchise agreements and excess of
cost over fair value of net assets acquired. The franchise agreements with the
brokerage offices comprising the Trust are valued independently of all other
franchise agreements with Coldwell Banker affiliates. Franchise agreements
within the Trust and independent of the Trust are valued at $218.5 million and
$218.7 million, respectively and are amortized on a straight-line basis over the
respective benefit periods of forty and thirty-five years, respectively. The
benefit period associated with Trust franchise agreements was based upon a long
history of gross commissions sustained by the Trust. The benefit period
associated with Coldwell Banker affiliates franchise agreements was based upon
the historical profitability of such agreements and historical renewal rates.
The excess of cost over fair value of net assets acquired is estimated at
approximately $347.0 million and is determined to have a benefit period of forty
years, which is based on Coldwell Banker's position as the largest gross revenue
producing real estate company in North America, the recognition of its brand
name in the real estate brokerage industry and the longevity of the real estate
brokerage business.
Other Acquisitions
The estimated fair value of Other 1996 Acquisitions property and equipment
aggregate $1.3 million and are being amortized on a straight-line basis over the
estimate benefit periods ranging from five to twenty-five years.
The estimated fair values of Other Acquisitions franchise agreements
aggregate $61.0 million and are being amortized on a straight-line basis over
the periods to be benefited, which range from twelve to thrity years. The
estimated fair values of Other Acquisitions excess of cost over fair value of
net assets acquired aggregate $187.4 million and are each being amortized on a
straight-line basis over the periods to be benefited, which are forty years.
E. Interest Expense
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
----------------- ------------------
Elimination of historical interest
expense of Other Acquisitions
and Century 21................. $ (6,227) $ (1,493)
Reversal of Coldwell Banker..... (5,329) (3,155)
Century 21...................... 2,135 --
Minority interest - preferred
dividends..................... 1,796 --
4-3/4% Notes................... 8,595 1,361
-------- -------
Total $ 970 $(3,287)
======== =======
<PAGE>
Century 21
The pro forma adjustment reflects the recording of interest expense on $70
million of borrowings under the Company's revolving credit facility at an
interest rate of approximately 6.0%, which is the variable rate in effect on the
date of brorrowing. Borrowings represent the amount necessary to finance the
initial cash of purchase price.
Coldwell Banker
The pro forma adjustment reflects the reversal of interest expense relating
to the following ($000's):
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
----------------- ------------------
Expense associated with the Owned
Brokerage Business (i)........... $ 138 $ (179)
Expense associated with revolving
credit facility borrowings which
will be repaid with proceeds from
offering (ii)................... 5,191 3,334
------ -------
Total.............................. $5,329 $ 3,155
====== =======
(i) HFS paid substantially all outstanding debt of Coldwell Banker Corporation
and subsidiaries ("CB Consolidated") at the consummation date of the
acquisition. Therefore, a determination as to the reasonableness of allocated
CB Consolidated interest to the Owned Brokerage Business is unnecessary.
(ii) At the date of acquisition, HFS repaid $105 million of Coldwell Banker
indebtedness, which represented borrowings under a revolving credit facility at
a variable rate of interest (LIBOR plus a margin ranging from .5% to 1.25%).
<PAGE>
Minority interest - preferred dividends
The pro forma adjustment represents dividends on the redeemable Series A
Adjustable Rate Preferred Stock of Century 21. Preferred dividends are
calculated based on an $80 million face value and a 4.9% dividend rate.
4-3/4% Notes
The pro forma adjustment reflects interest and amortization of deferred
financing costs related to the February 22, 1996 issuance of the 4-3/4% Notes
(5.0% effective interest rate) to the extent that such proceeds were used to
finance the acquisitions of ERA ($32.8 million), Travelodge ($39.3 million) and
Century 21 NORS ($96.4 million).
Effect of a 1/8% variance in variable interest rates
As mentioned above, interest expense was incurred on borrowings under the
Company's revolving credit facility which partially funded the acquisition of
Century 21. The Company recorded interest expense using the variable interest
rate in effect on the borrowing date. The effect on pro forma net income
assuming a 1/8% variance in the variable interest rate used to calculate
interest expense is $26,000 for both the year ended December 31, 1995 and the
six months ended June 30, 1996. The pro forma net income efffects of a 1/8%
variance in the interest rate has no impact on earnigns per share for all
periods presented.
F. Other expenses
The pro forma adjustment eliminates $399,000 of accounting, legal and other
administrative expenses allocated to CCI which would not have been incurred by
the Company.
G. Income taxes
The pro forma adjustment to income taxes is comprised of ($000's):
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
----------------- ------------------
Reversal of historical (provision)
benefit of:
Company..................... $(55,175) $(41,746)
CCI......................... (313) --
Century 21.................. (2,097) --
Coldwell Banker............ (24,385) 10,432
Travelodge................. (1,132) --
Pro forma provision............. 83,910 48,253
-------- --------
Total...................... $ 808 $ 16,939
======== ========
<PAGE>
The pro forma effective tax rate approximates the Company's historical
effective tax rate. The pro forma provision for taxes was computed using pro
forma pre-tax amounts and the provisions of Statement of Financial Accounting
Standards No. 109.
H. Weighted average common and common equivalent share outstanding.
The pro forma adjustment to weighted average shares consists of the
following ($000's):
<TABLE>
<CAPTION>
Issuance For the Year For the Six Months
Price Per Ended Ended
Share December 31, 1995 June 30, 1996
--------- ----------------- ------------------
<S> <C> <C> <C>
CCI (including dilutive impact
of warrants) (1)............ $15.30 896 --
Century 21 (2)............... $49.88 2,334 --
Coldwell Banker Offering (3).. $59.99 12,506 10,307
Century 21 NORS (4)........... $49.83 923 629
------ ------
Total........................ 16,659 10,936
====== ======
</TABLE>
(1) Date of Acquisition, May 11, 1995
(2) Date of Acquisition, August 1, 1995
(3) Date of Acquisition, May 31, 1996
(4) Date of Acquisition, April 3, 1996
The unaudited Pro Forma Consolidated Statement of Operations is presented
as if the acquisitions took place at the beginning of the period presented;
thus, the stock issuances referred to above are considered outstanding as of the
beginning of the period for purposes of per share calculations.
I. Estimated selling, general and administrative cost savings:
In connection with HFS' acquisitions, HFS developed related business plans
to restructure each of the respective acquired companies which will result in
future cost savings subsequent to the acquisitions. HFS' restructuring plans in
each case were developed prior to the consummation of the respective
acquisitions and were implemented concurrent with the consummation of the
acquisitions. Restructuring plans included the involuntary termination and
relocation of employees, the consolidation and closing of facilities and the
elimination of duplicative operating and overhead activities. Pursuant to HFS'
specific restructuring plans, certain selling, general and administrative
expenses may not be incurred subsequent to each acquisition that existed pror to
consummation. In addition, there are incremental costs in the conduct of
activities of the acquired companies prior to the acquisitions that may not be
incurred subsequent to consummation and have no future economic benefit to HFS.
The estimated cost savings that HFS believes would have been attained had its
acquisitions occurred on January 1, 1995 and the related impact of such cost
savings on pro forma net income and net income per share are not reflected in
the pro forma consolidated statements of income, but are presented below
($000's):
<PAGE>
<TABLE>
<CAPTION>
For the year ended December 31, 1995:
Century Coldwell Century 21
21 Banker NORS Travelodge ERA Total
------- -------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Payroll and related... $10,885 $10,682 $ 7,706 $ 1,110 $ 7,236 $ 37,619
Professional......... 2,693 1,500 1,486 154 387 6,220
Occupancy............ 3,628 -- 2,754 186 1,172 7,740
Other 3,128 (1,517) 2,326 167 1,036 5,140
------- ------- ------- ------- ------- --------
Total........... $20,334 $10,665 $14,272 $ 1,617 $ 9,831 $ 56,719
======= ======= ======= ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
For the six months ended June 30, 1996:
Coldwell Century 21
Banker NORS Travelodge ERA Total
-------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C>
Payroll and related... $ 4,451 $ 2,424 $ 25 $ 222 $ 7,122
Professional......... 1,055 705 4 -- 1,764
Occupancy............ -- 603 4 102 709
Other (604) 1,069 4 157 626
------- ------- ----- ------ -------
Total........... $ 4,902 $ 4,801 $ 37 $ 481 $10,221
======= ======= ===== ====== =======
</TABLE>
The impact on pro forma net income and net income per share of the
estimated SG&A cost savings are as follows:
For the Year For the Six Months
Ended Ended
December 31, 1995 June 30, 1996
--------------------------------------------
Income before taxes, as reported... $204,237 $ 119,439
SG&A adjustments.................. 56,719 10,221
-------- ---------
Income before taxes, as adjusted.. 260,956 129,660
Income taxes...................... 105,426 52,383
-------- ---------
Net income, as adjusted $155,530 $ 77,277
======== =========
Net income per share (primary):
Ad adjusted................. $ 1.23 $ 0.58
======== =========
As reported................. $ 0.96 $ 0.54
======== =========
Net income per share (fully diluted):
Ad adjusted................. $ 1.21 $ 0.58
======== =========
As reported................. $ 0.94 $ 0.54
======== =========
<PAGE>
J. Accrued acquisition liability:
The Company has recorded liabilities for charges to be incurred in
connection with the restructuring of acquired Century 21, Century 21 NORS, ERA
and Coldwell Banker operations. These acquisitions were consummated in 1995 and
1996 and resulted in the consolidation of facilities, involuntary termination
and relocation of employees, and elimination of duplicative operating and
overhead activities. The following table provides details of these charges by
type.
<TABLE>
<CAPTION>
Century 21 Coldwell
Century 21 NORS ERA Banker
---------- ---------- ------- --------
<S> <C> <C> <C> <C>
Personnel related..... $ 12,647 $ 1,720 $ 8,000 $ 4,237
Facility related...... 16,511 2,293 1,558 5,491
Other costs 990 711 501 211
-------- ------- ------- -------
Total ............ $ 30,148 $ 4,724 $10,059 $ 9,939
======== ======= ======= =======
Terminated employees.... 325
</TABLE>
Personnel related charges include termination benefits such as severance,
wage continuation, medical and other benefits. Facility related costs include
contract and lease terminations, temporary storage and relocation costs
associated with assets to be disposed of, and other charges incurred in the
consolidation of excess office space. As of June 30, 1996, approximately $23.7
million, $1.6 million, $3.3 million and $1.6 million were paid by Century 21,
Century 21 NORS, ERA and Coldwell Banker, respectively and charged against the
restructuring liability.
K. Trust contribution:
Included in HFS' historical SG&A for the six months ended June 30, 1996, is
a $5 million charge associated with the Company's contribution of the Owned
Brokerage Business to the Trust. The charge represents the fair value of the
Owned Brokerage Business based upon a valuation which considered earnings, cash
flow, assets and business prospects of the contributed business.
EXHIBIT 99. 2
Report of Independent Accountants
To the Board of Directors and
Stockholders of Avis, Inc.
In our opinion, the accompanying consolidated statements of financial
position and the related consolidated statements of operations, of changes in
stockholders' equity, of changes in redeemable preferred stock, and of cash
flows present fairly, in all material respects, the financial position of Avis,
Inc. and its subsidiaries at February 29, 1996 and February 28, 1995, and the
results of their opertaions and their cash flows for each of the three years in
the period ended February 29, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Price Waterhouse LLP
New York, New York
April 25, 1996
<PAGE>
AVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
(In thousands)
ASSETS
1996 1995
----------- -----------
Cash and cash equivalents .......................... $ 49,326 $ 36,643
Accounts receivable, net ........................... 144,842 109,408
Due from affiliated company ........................ 75,635 71,570
Prepaid expenses ................................... 40,227 32,612
Vehicles, net ...................................... 2,064,943 1,767,050
Property and equipment, net ........................ 146,429 125,019
Other assets ....................................... 176,368 153,908
Cost in excess of fair value of net assets acquired 506,683 503,051
----------- -----------
Total assets .................................. $ 3,204,453 $ 2,799,261
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable ................................... $ 181,920 $ 182,103
Accrued liabilities ................................ 200,870 166,542
Current and deferred income taxes .................. 36,339 30,191
Public liability and property damage ............... 205,698 198,180
Debt ............................................... 2,043,143 1,570,482
Due to affiliated company .......................... 122,111 273,298
Redeemable preferred stock ......................... 72,409 77,274
Redeemable portion of common stock ................. 295,482 213,523
Unearned compensation .............................. (263,024) (277,787)
Participating convertible preferred stock (par value
$.01 per share, 15,000,000 shares authorized,
9,788,623 shares outstanding in 1996 and 1995) ... 132,000 132,000
Common stock (par value $.01 per share,
100,000,000 shares authorized; 23,619,703
shares and 23,619,828 shares outstanding
in 1996 and 1995, respectively) .................. 290 290
Additional paid in capital ......................... 215,644 275,071
Treasury stock ..................................... (102,252) (102,251)
Retained earnings .................................. 62,095 59,818
Foreign currency equity adjustment ................. 1,728 527
----------- ---------
Commitments and contingencies
Total liabilities and stockholders' equity .... $ 3,204,453 $ 2,799,261
=========== ===========
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 29, 1996, FEBRUARY
28, 1995 AND FEBRUARY 28, 1994
(In thousands)
<TABLE>
<CAPTION>
Years Ended
-----------------------------------------
February 29, February 28, February 28,
1996 1995 1994
----------- ------------ -----------
<S> <C> <C> <C>
Revenues ...................................... $ 1,716,677 $ 1,455,588 $ 1,371,324
----------- ----------- -----------
Cost and expenses:
Direct operating ............................ 749,406 688,287 643,272
Vehicle depreciation ........................ 379,501 313,778 254,346
Vehicle lease charges ....................... 125,483 81,568 78,670
Selling, general and administrative ......... 244,999 211,040 186,294
Interest .................................... 149,534 135,607 125,505
Unrealized foreign exchange (gain) loss ....... 410 (777) (360)
Amortization of unearned compensation -
Employee Stock Ownership Plan ............... 15,875 15,804 15,804
Amortization of cost in excess of fair value of
net assets acquired and other intangibles ... 16,420 16,219 15,983
----------- ----------- -----------
Income (loss) before income taxes and
preferred stock dividends ................... 35,049 (5,938) 51,810
Provision for income taxes .................... 23,977 13,160 28,322
----------- ----------- -----------
Net income (loss) ............................. 11,072 (19,098) 23,488
Preferred stock dividends ..................... (8,769) (8,769) (7,015)
----------- ----------- -----------
Income (loss) available for common shares ..... $ 2,303 $ (27,867) $ 16,473
=========== =========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED FEBRUARY 29, 1996
(In thousands)
<TABLE>
<CAPTION>
Participating
Convertible
Common Stock Preferred Stock
-------------------- ----------------- Foreign
Additional Additional Treasury currency
Par paid-in Par paid-in stock Retained equity
value capital value capital (at cost) earnings adjustment
------- ---------- ----- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance March 1, 1995 ......................... $ 290 $ 275,071 $ 98 $ 131,902 $(102,251) $ 59,818 $ 527
Amortization of unearned compensation expense
for the year ended February 29, 1996 ....... 20
Net income for the year ended
February 29, 1996 .......................... 11,072
Income tax benefit relating to ESOP tax deductions
for the year ended February 29, 1996 ........ 22,885
Increase in pension liability over unrecognized
prior service cost .......................... (373)
Foreign currency equity adjustment for the
year ended February 29, 1996 ................ 1,201
Payment of common and preferred stock dividends (8,781)
Change in redeemable portion of common stock .. (81,959)
Purchase of treasury stock (125 shares) ....... (1)
Appropriation for amortization of discount
from redemption value of preferred stock .... (14)
------- --------- ----- --------- --------- --------- ---------
Balance February 29, 1996 ..................... $ 290 $ 215,644 $ 98 $ 131,902 $(102,252) $ 62,095 $ 1,728
======= ========= ===== ========= ========= ========= =========
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
AVIS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED FEBRUARY 28, 1995
(In thousands)
<TABLE>
<CAPTION>
Participating
Convertible
Common Stock Preferred Stock
----------------- ------------------ Foregin
Additional Additional Treasury currency
Par paid-in Par paid-in stock Retained equity
value capital value capital (at cost) earnings adjustment
------ ---------- ------ --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance March 1, 1994 .......................... $ 290 $ 56,038 $ 98 $ 131,902 $(100,712) $ 87,698 $ (837)
Net loss for the year ended
February 28, 1995 ........................... (19,098)
Income tax benefit relating to ESOP tax deductions
for the year ended February 28, 1995 ......... 6,627
Reduction of pension liability over unrecognized
prior service cost ........................... 178
Foreign currency equity adjustment for the
year ended February 28, 1995 ................. 1,364
Payment of preferred stock dividends ........... (8,769)
Change in redeemable portion of common stock ... 212,228
Appropriation for amortization of discount
from redemption value of preferred stock ..... (13)
Purchase of treasury stock (85,696 shares) ..... (1,539)
------ ------- ------ --------- --------- --------- -------
Balance February 28, 1995 ...................... $ 290 $275,071 $ 98 $ 131,902 $(102,251) $ 59,818 $ 527
====== ======== ===== ========= ========= ======== =======
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED FEBRUARY 28, 1994
(In thousands)
<TABLE>
<CAPTION>
Participating
Convertible
Common Stock Preferred Stock Foreign
------------------ ---------------- Common Currency
Additional Additional Treasury stock equity
Par paid-in Par paid-in stock purchase Retained Adjust-
value capital value capital (at cost) warrants earnings ment
------ ---------- ----- ---------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance March 1, 1993 .............................. $ 284 $(118,916) $ 98 $ 131,902 $ (25,089) $ 155 $71,242 $ 282
Net income for the year ended February 28, 1994 .... 23,488
Cumulative effect of change in accounting for
income taxes (SFAS No. 109) ...................... 68,100
Tax benefit derived from change in statutory
income tax rates under the Revenue
Reconciliation Act of 1993 ....................... 2,000
Inocme tax benefit relating to ESOP tax deductions
for the year ended February 28, 1993 ............. 16,855
Excess of additional pension liability over
unrecognized prior service cost .................. (258)
Foreign currency equity adjustment for the
year ended February 28, 1994 ..................... (1,119)
Payment of common and preferred stock dividends .... (7,019)
Change in redeemable portion of common stock ....... 86,600
Appropriation for amortization of discount
from redemption value of preferred stock ......... (13)
Exchange of common stock for Series C preferred
stock (2,889,057 shares) ......................... (53,968)
Purchase of treasury stock (1,147,890 shares) ...... (21,655)
Common stock issued under stock option plan (77,462) 1 403
Common stock purchase warrants exercised (599,452
shares @ $2.37; redeemed 19,045 shares @ $16.56) . 5 1,254 (155)
----- -------- ----- --------- --------- ------ ------- -------
Balance February 28, 1994 .......................... $ 290 $ 56,038 $ 98 $ 131,902 $(100,712) $ $87,698 $ (837)
====== ======== ===== ========= ========== ====== ======= =======
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
AVIS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE PREFERRED STOCK
FOR THE YEARS ENDED FEBRUARY 29, 1996, FEBRUARY 28, 1995 AND
FEBRUARY 28, 1994
(In thousands)
<TABLE>
<CAPTION>
Series A Series B Series C
preferred preferred preferred Additional Discount on Total
stock stock stock paid-in preferred preferred
par value par value par value capital stock stock
--------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance March 1, 1993 ............ $ 2 $ 2 - $ 23,369 $ (93) $ 23,280
Accretion in preferred stock for
amortization of discount from
redemption value ................. 13 13
Issuance of Series C preferred stock $ 29 53,939 53,968
------ ------ ------- -------- ------ --------
Balance February 28, 1994 .......... 2 2 29 77,308 (80) 77,261
------ ------ ------- -------- ------ --------
Accretion in preferred stock for
amortization of discount from
redemption value ................. 13 13
------ ------ ------- -------- ------ -------
Balance February 28, 1995 .......... 2 2 29 77,308 (67) 77,274
------ ------ ------- -------- ------ -------
Accretion in preferred stock for
amortization of discount from
redemption value ................. 14 14
Redemption of preferred stock ...... (4,879) (4,879)
------ ------ ------- -------- ------ --------
Balance February 29, 1996 .......... $ 2 $ 2 $ 29 $ 72,429 $ (53) $ 72,409
====== ====== ======= ======== ====== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 29, 1996, FEBRUARY 28, 1995 AND FEBRUARY 28, 1994
(In thousands)
Increase (decrease) in cash and cash equivalents
<TABLE>
<CAPTION>
Years Ended
-------------------------------------------
February 29, February 28, February 28,
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ....................................... $ 11,072 $ (19,098) $ 23,488
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization ........................... 444,498 388,066 326,200
Deferred income tax provision ........................... 15,404 2,018 20,673
Provision for losses on accounts receivable ............. 1,803 85 1,815
Gain on sale of the Canadian Car Lease Division ......... (2,629)
Change in operating assets and liabilities:
Finance lease receivable .............................. 2,321 3,117
Accounts receivable and due from affiliated company ... (31,965) 5,255 10,400
Prepaid expenses ...................................... (7,362) (4,425) 2,321
Other assets .......................................... (3,373) (3,888) (11,085)
Accounts payable ...................................... (6,183) 20,844 39,768
Accrued liabilities ................................... 38,247 25,538 846
Public liability and property damage .................. 7,455 15,417 5,883
----------- ----------- -----------
Net cash provided by operating activities ............. 469,596 432,133 420,797
----------- ----------- -----------
Cash flows from investing activities:
Payments for vehicle additions .......................... (2,557,368) (3,105,223) (2,745,150)
Proceeds received from vehicle sales ................... 1,867,111 2,699,944 2,613,457
Payments for additions to property and equipment, net ... (37,177) (26,434) (15,076)
Purchase of Agency Rent A Car ........................... (20,524)
Proceeds from the sale of the Canadian Car Lease Division 87,192
Investment in associated companies ...................... (7,525) (100) (4,495)
----------- ----------- -----------
Net cash used in investing activities ................. (755,483) (431,813) (64,072)
----------- ----------- -----------
Cash flows from financing activities:
Increase(decrease) in debt and due to affiliate company:
Proceeds 977,958 745,213 435,241
Repayments (661,656) (846,124) (455,725)
Increase in deferred debt issuance costs ................ (3,028) (1,200) (7,151)
Principal payments on ESOP acquisition debt ............. (73,250) (61,750)
Payment of common and preferred stock dividends ......... (8,781) (8,769) (7,019)
Purchase of treasury stock .............................. (1) (1,539) (21,655)
Increase in unearned compensation ....................... (1,092)
Decrease in debt due to the sale of the Canadian
Car Lease Division .................................... (77,842)
Redemption of preferred stock ........................... (4,879)
Other financing activities, net ......................... 1,508
----------- ----------- -----------
Net cash provided by (used in) financing activities ......... 298,521 (185,669) (194,393)
----------- ----------- -----------
Effect of exchange rate changes on cash ..................... 49 (272) 381
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents ........ 12,683 (185,621) 162,713
Cash and cash equivalents at beginning of period ............ 36,643 222,264 59,551
----------- ----------- -----------
Cash and cash equivalents at end of period .................. $ 49,326 $ 36,643 $ 222,264
=========== =========== ===========
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest .............................................. $ 147,960 $ 137,351 $ 128,572
Income taxes .......................................... 7,747 9,307 4,299
</TABLE>
Disclosure of accounting policy: For purposes of reporting cash flows, the
Company considers deposits and short-term investments with an initial maturity
of three months or less to be cash equivalents. The effect of unrealized foreign
currency revaluations on the assets and liabilities of foreign subsidiaries has
been eliminated. Changes in vehicles and vehicle related accounts are included
in the cash flows from investing activities.
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 29, 1996, FEBRUARY 28, 1995 AND FEBRUARY 28, 1994
Note 1 - ESOP Transaction
In 1987, the trust for the Employee Stock Ownership Plan (ESOP) of Avis,
Inc. (the "Company") acquired all the outstanding common stock of Avis, Inc.
This transaction has been accounted for as a purchase in accordance with
Accounting Principles Board Opinion No. 16. Accordingly, the purchase price has
been allocated based on the estimated fair value of the assets acquired and
liabilities assumed. The excess of the purchase price over the fair value of the
Company's net assets is included in "Cost in excess of fair value of net assets
acquired" on the consolidated balance sheet.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The Company's primary business is the rental of automobiles. The
consolidated financial statements include the accounts of all majority-owned
subsidiaries of Avis, Inc. combined with related accounts of the ESOP and Prime
Vehicles Trust. Intercompany accounts and transactions among Avis, Inc., its
subsidiaries, the ESOP and Prime Vehicles Trust (Vehicle Trust) have been
eliminated. During the year ended February 29, 1996, the Company acquired the
rights to the name and certain assets of Agency Rent A Car, Inc., a company
primarily engaged in the insurance replacement car rental business. Investments
in associated companies in which the Company has a 20 percent to 50 percent
interest are accounted for under the equity method of accounting. Generally
accepted accounting principles require the use of estimates, which are subject
to change, in the preparation of financial statements. Certain amounts of the
prior period have been reclassified for comparability.
Revenue Recognition
Revenue derived from the rental of automobiles is recognized when earned
and expenses are recorded when incurred.
Vehicles
Vehicles are stated at cost net of accumulated depreciation. When vehicles
are sold, gains or losses are reflected as an adjustment to depreciation.
Vehicles are generally depreciated at a rate of 10% to 25% per annum.
Property and Equipment
Property and equipment is stated at cost net of accumulated depreciation
and amortization. Depreciation is calculated using the straight-line method over
the estimated useful life of the assets. Estimated useful lives range from
thirty years for buildings to five to ten years for furniture and office
equipment. Leasehold improvements are amortized over the shorter of twenty years
or the remaining life of the lease. Maintenance and repairs are expensed;
renewals and improvements are capitalized. When depreciable assets are retired
or sold, the cost and related accumulated depreciation are removed from the
accounts with any resulting gain or loss reflected in income.
<PAGE>
Cost in Excess of Net Assets Acquired and Other Intangibles
Cost in excess of net assets acquired is amortized over a 40 year period
and is shown net of accumulated amortization of approximately $126 million and
$110 million at February 29, 1996 and February 28, 1995, respectively.
Impairment Accounting
In 1996, the Company adopted Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." The Company reviews the recoverability of its
long-lived assets, including goodwill and other intangible assets, when events
or changes in circumstances occur that indicate that the carrying value of the
assets may not be recoverable. The measurement of possible impairment is based
on the Company's ability to recover the asset from the expected future pre-tax
undiscounted cash flows of the related asset. The measurement of impairment
requires management to use estimates of expected future cash flows related to
long-lived assets. It is at least reasonably possible that future events or
circumstances could cause these estimates to change. The Company's policy on
impairment in prior years was not materially different.
Public Liability and Property Damage
Provision for public liability and property damage on claims for which the
Company is self-insured is made by a charge to expense based upon evaluations of
estimated ultimate liabilities on reported and unreported claims. The Company is
self-insured up to $1 million per claim. The liability for public liability and
property damage is calculated using an accepted actuarial method and is not
discounted or calculated on a present-value basis.
Income Taxes
Effective March 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS No. 109). The
provision for income taxes includes current and deferred income taxes. Deferred
income taxes arise from temporary differences between the financial reporting
basis and the tax basis of the Company's assets and liabilities. The Company
derives income tax benefits for contributions, distributions and dividends
remitted to the ESOP (see note 15). The Company reflects the tax benefit of ESOP
income tax deductions as an increase to stockholders' equity. The Company does
not provide for federal income taxes on the undistributed portion of the
Company's earnings of foreign subsidiaries and affiliates that is anticipated to
be permanently reinvested for growth and expansion.
Pensions
Costs of the defined benefit plans are actuarially determined under the
projected unit credit cost method and include amounts for current service and
interest on projected benefit obligations and plan assets. The Company's policy
is to fund at least the minimum contribution amount required by the Employee
Retirement Income Security Act of 1974.
Foreign Currency Translation
The balance sheets of foreign operations are translated at rates of
exchange at the balance sheet date and income statements are translated at
average exchange rates for the periods presented. Translation gains and losses
are included as a component of stockholders' equity.
<PAGE>
Advertising
Advertising costs are expensed as incurred. There are no deferred costs for
advertising at February 29, 1996, February 28, 1995 and February 28, 1994.
Advertising expense was $57,478,000, $59,236,000 and $47,232,000 for the years
ended February 29, 1996, February 28, 1995 and February 28, 1994, respectively.
Evironmental Costs
The Company's operations include the storage and dispensing of gasoline.
Expenses in connection with the remediation of accidental fuel discharges at
various locations are provided for when it is probable that obligations have
been incurred and amounts can be reasonably estimated. Recoveries from insurance
companies and other reimbursements are generally immaterial. The Company
provided $6,894,000, $2,850,000 and $2,822,000 for remediation costs during the
years ended February 29, 1996, February 28, 1995 and February 28, 1994,
respectively.
Note 3 - Accounts Receivable and Due from Affiliated Company
Accounts receivable is comprised of the following (in thousands):
February February
29, 1996 28, 1995
--------- ---------
Vehicle rentals .................................. $103,731 $ 73,963
Damage claims .................................... 7,134 7,997
Due from licensees ............................... 3,336 2,271
Due from vehicle manufacturers ................... 87,977 78,792
Other ............................................ 22,765 21,224
-------- --------
224,943 184,247
Less allowance for doubtful accounts ............. 4,466 3,269
-------- --------
$220,477 $180,978
======== ========
The amounts due from vehicle manufacturers include $75,635,000 and
$71,570,000 of amounts due from affiliated company at February 29, 1996 and
February 28, 1995, respectively. Amounts due from vehicle manufactuers include
receivables for vehicles sold under guaranteed repurchase contracts and amounts
due for incentives and allowances. Incentives and allowances are derived based
on the overall volume of vehicles to be purchased for a model year or from the
manufactuers' eagerness to encourage the Company to surrender its option to sell
vehicles back to the manufacturer or arise from the purchase of particular
models not subject to repurchase under "buyback" arrangements. Incentives and
allowances are generally amortized to income over the life of the vehicle.
The provision for losses on accounts receivable was $1,803,000, $85,000 and
$1,815,000 for the years ended February 29, 1996, February 28, 1995 and February
28, 1994, respectively.
Note 4 - Vehicles
Vehicles are stated at cost, net of accumulated depreciation as follows (in
thousands):
February February
29, 1996 28, 1995
----------- -----------
Vehicles ............................... $ 2,358,936 $ 1,927,995
Accumulated depreciation ............... (293,993) (160,945)
----------- -----------
$ 2,064,943 $ 1,767,050
=========== ===========
<PAGE>
Included in vehicles are vehicles acquired under short and long-term
capital leases, as described in Note 9, of $30,098,000 and $47,291,000 (net of
accumulated depreciation of $54,834,000 and $37,641,000) at February 29, 1996
and February 28, 1995, respectively. Also included in vehicles are $34,924,000
and $29,441,000 of buses and other support vehicles used in the operation of the
Company's business at February 29, 1996 and February 28, 1995, respectively.
Vehicles also include vehicles held for sale as follows (in thousands):
February February
29, 1996 28, 1995
-------- --------
Vehicles held for sale ..................... $ 27,041 $ 6,733
Accumulated depreciation ................... (4,092) (1,051)
-------- --------
$ 22,949 $ 5,682
======== ========
Depreciation expense recorded for vehicles was $392,946,000, $337,038,000
and $277,230,000, net of a gain on the disposal of vehicles of $13,445,000,
$23,260,000 and $22,884,000 for the years ended February 29, 1996, February 28,
1995 and February 28, 1994, respectively.
Costs and expenses are offset by certain incentives and allowances from
various vehicle manufacturers, the most significant of which was received from
the General Motors Corporation. Approximately $99 million, $103 million and $104
million was recognized from these incentives and allowances in the Consolidated
Statement of Operations for the years ended February 29, 1996, February 28, 1995
and February 28, 1994, respectively.
In November 1988 and April 1990, the Company entered into seven year
operating leases under which a combined original amount of $324.3 million of
vehicles were leased. The leases are cancelable at the Company's option;
however, additional costs may be incurred upon termination based upon the fair
value of the vehicles at the time the option is exercised. At the termination of
the leases, the Company may purchase the vehicles at an agreed-upon fair market
value or return them to the lessor.
In December 1994, the Company entered into a financing arrangement whereby
it may lease up to $500 million of vehicles. Under this arrangement at February
29, 1996, there were $357.7 million of vehicles acquired under operating leases.
The vehicles leased under this arrangement may be leased for periods of up to 18
months. The lease cost charged to the Company varies with the number of vehicles
leased and the repurchase agreement offered by the vehicle manufacturer to the
lessor and includes all expenses including the interest costs of the financing
company.
<PAGE>
The rental payments due in each of the succeeding years for these leases,
as described above, are as follows (in thousands):
February 28, 1997 ....................................... $96,276
February 28, 1998 ....................................... 5,729
Rental expense for those vehicles acquired under operating leases as
described above was $106,024,000, $65,241,000 and $57,055,000 for the years
ended February 29, 1996, February 28, 1995 and February 28, 1994, respectively.
Note 5 - Property and Equipment
Property and equipment is comprised of the following (in thousands):
February February
29, 1996 28, 1995
-------- --------
Land ........................................... $ 19,652 $ 19,975
Buildings ...................................... 14,767 12,643
Leasehold improvements ......................... 144,488 134,833
Furniture, fixtures and equipment .............. 31,669 28,743
Construction in progress ....................... 15,670 6,254
-------- --------
226,246 202,448
Less accumulated depreciation
and amortization ............................. 79,817 77,429
-------- --------
$146,429 $125,019
======== ========
Depreciation and amortization expense was $16,404,000, $14,572,000 and
$14,665,000 for the years ended February 29, 1996, February 28, 1995 and
February 28, 1994, respectively.
Note 6 - Investments in Associated Companies
Investments in associated companies, included in other assets, consist of
the following (in thousands):
February February
29, 1996 28, 1995
-------- --------
Avis Europe Limited and Subsidiaries ............. $59,614 $52,499
Other ............................................ 2,325 1,945
------- -------
$61,939 $54,444
======= =======
<PAGE>
At February 28, 1995 the Company owned 7.4% of the common stock of Cilva
Holdings, Plc (Cilva). During 1996, the Company also acquired additional common
stock in Cilva for $7.5 million, resulting in total holdings of 8.7% at February
29, 1996. On February 28, 1996 Cilva recapitalized its shareholder debt
instruments whereby the Company exchanged its holdings in debt securities for
newly issued common stock in a successor company, Avis Europe Limited. The
Company accounts for its investment on the cost method of accounting. The
Company may redeem a portion of its investment in Avis Europe Limited between
March 1, 2000 and July 15, 2000. The Company also has an investment of
approximately $1 million in the preferred shares of Avis Europe, Plc, a
subsidiary of Avis Europe Limited.
In 1992, the Company discontinued accruing interest income and recorded a
provision for possible loss on its investments in Cilva, including interest
income accrued but yet unpaid. The Company recorded and fully reserved
$6,631,000, $5,931,000 and $5,370,000 of interest income for the years ended
February 29, 1996, February 28, 1995 and February 28, 1994, respectively.
The equity in earnings of other associated companies was $366,000, $334,000
and $460,000 for the years ended February 29, 1996, February 28, 1995 and
February 28, 1994, respectively.
Note 7 - Accrued Liabilities
Accrued liabilities is comprised of the following (in thousands):
February February
29, 1996 28, 1995
-------- --------
Payroll and related costs .................... $ 60,986 $ 41,249
Taxes, other than income taxes ............... 10,206 6,335
Interest ..................................... 20,073 15,782
Sales and marketing .......................... 20,697 23,257
Remediation of fuel discharges ............... 9,726 5,747
Other various ................................ 79,182 74,172
-------- --------
$200,870 $166,542
======== ========
<PAGE>
Note 8 - Debt and Due to Affiliated Company
Debt and Due to Affiliated Company outstanding is comprised of the
following (in thousands):
February February
29, 1996 28, 1995
--------- ----------
VEHICLE TRUST FINANCING
Commercial paper - vehicle trust financing ....... $ 29,550 $ 1,000
Current portion of long-term debt -
vehicle trust financing ....................... 46,000 10,000
--------- ----------
Total current debt .......................... 75,550 11,000
--------- ----------
Guaranteed ESOP notes ......................... 1,000,000 1,000,000
Revolving credit facilities..................... 412,500 195,700
Manufacturer's financing due June 1996 (interest
rate 1995: 8.7%)............................ 132,000
Floating rate notes due September 1998 ......... 115,000
Insurance company notes due from June
1996 to June 2003 (interest rate 1996: 7.3%
1995: 7.3%)............................ 262,500 308,500
--------- ---------
Vehicle trust financing - long term ...... 1,790,000 1,636,200
OTHER FINANCING
Short-term capital lease obligation .............. 142
Short-term notes - foreign ....................... 46,635 38,356
Current portion of long-term debt - other ........ 32,337 21,742
--------- ---------
Total current debt - other 79,114 60,098
--------- ---------
Floating rate notes due September 1996 ........... 15,000
7.50% capital lease terminating November 1997..... 40,615 59,984
Floating rate notes due November 1998 ............ 62,000
Insurance company notes due from June
1998 to June 2000 at 9.98% - 10.30% ............ 52,500
Other domestic ................................... 3,820 5,394
Debt of foreign subsidiaries:
Floating rate notes due April 1997 ............. 46,000 27,643
Floating rate notes due July 1997 .............. 10,557 15,689
7.00% notes due February 1998 .................. 5,098
Other foreign .................................. 12,772
---------- ----------
Total long-term debt ......................... 220,590 136,482
---------- ----------
$2,165,254 $1,843,780
========== ==========
<PAGE>
The primary source of financing for domestic vehicles is provided by a
vehicle trust. Amounts drawn against this facility may be used to purchase
vehicles and pay certain expenses of the vehicle trust. The security for the
vehicle trust financing facility consists of a lien on the vehicles acquired
under the facility, together with security interests in certain other assets of
the trust. Additionally, the vehicle trust and security agreement require that
there be outstanding at all times subordinated debt in a specified percentage
range (10% - 25%) of the net book value of the vehicles owned by the trust.
Pursuant to the agreement, the subordinated debt is to be provided by the
vehicle manufacturer finance companies and by Avis, Inc.
At February 29, 1996, February 28, 1995 and February 28, 1994, the weighted
average interest rate on commercial paper was 5.9%, 6.6% and 3.9%, respectively.
The $1 billion ESOP related tax advantaged vehicle trust financing consists
of loans under various agreements with banks, insurance companies and vehicle
manufacturer finance companies. The tax advantaged notes were issued in
September 1987 with a final maturity of 25 years and mandatory annual principal
reductions commencing in 1998. These notes are issued by the Company and are
guaranteed by the vehicle trust. As of February 29, 1996, February 28, 1995 and
February 28, 1994, $95,601,000 and $110,615,000 of vehicle manufacturer finance
companies subordinated debt is included in the $1 bllion ESOP related tax
advantage vehicle financing. At February 29, 1996, the Company has a $450
million line of credit from a finance subsidiary of General Motors which may be
used for either ESOP or vehicle trust financing. Of this facility, $300 million
is available for subordinated debt. As of February 29, 1996, the company
utilized $118 million of this facility, of which $79,667,500 was subordinated.
This facility requires a fee of 1/4 of 1% of the unused portion. (See note 17
for other related party transactions). At February 29, 1996, the Company has a
$67 million line of credit from a non-affiliated vehicle manufacturer finance
company which may be used for either ESOP or vehicle trust financing. Of this
facility, $60 million is available for subordinated debt. As of February 29,
1996, the Company utilized $67 million of this facility, of which $15,933,500
was subordinated. This facility requires a fee of 1/4 of 1% on the unused
portion. As of February 29, 1996, February 28, 1995 and February 28, 1994, the
weighted average interest rate of the $1 billion ESOP loans was 6.1%, 6.3% and
5.0%, respectively.
The $850 million revolving credit facility expires on September 30, 1997.
The interest rate on these loans is based on the London Interbank rate plus a
spread negotiated at the time of the borrowing. As of February 29, 1996,
February 28, 1995 and February 28, 1994, the weighted average interest rate of
borrowings under this facility was 6.0%, 6.6% and 4.2%, respectively.
The floating rate notes were issued pursuant to a loan agreement dated
September 1, 1995 for a period of three years. The interest rate on these notes
is based on the London Interbank rate, plus a spread of 0.45%. The interest rate
on these notes as of February 28, 1996 was 6.2%.
In November 1992, the Company entered into a five year capital lease under
which $96.7 million of vehicles were leased. The lease is cancelable at the
Company's option; however, additional costs may be incurred upon termination
based upon the fair value of the vehicles at the time the option is exercised.
At the termination of the lease, the Company may purchase the vehicles at an
agreed-upon fair market value or return them to the lessor.
<PAGE>
The future minimum lease payments due under the Company's short and
long-term capital lease obligations in each of the succeeding years ending
February 28, together with the present value of minimum lease payments, are as
follows (in thousands):
1997.................................................. $22,192
1998.................................................. 41,500
-------
Total minimum lease payments ......................... 63,692
Less: interest .................................... 3,566
short-term capital lease obligation ......... 142
current portion of long-term capital
lease obligation ............................ 19,369
-------
Capital lease obligation - long term ................. $40,615
=======
Mandatory maturities of long-term obligations for each of the succeeding
years is as follows (in thousands):
February 28, 1997 ...................................... $ 78,337
February 28, 1998 ...................................... 528,842
February 28, 1999 ...................................... 366,806
February 29, 2000 ...................................... 130,096
February 28, 2001 ...................................... 123,377
Thereafter ............................................. 861,469
Other Credit Facilities
The Company has letters of credit/working capital agreements totaling
$102,549,000, which may be renewed biannually at its option and the banks'
discretion. The collateral for certain of these agreements consists of a lien on
property and equipment and certain receivables. At February 29, 1996 and
February 28, 1995, the Company has outstanding letters of credit amounting to
$53,627,000 and $34,303,000, respectively. There were no working capital loans
outstanding at February 29, 1996. At February 28, 1995, there were $15 million
of working capital loans outstanding with an interest rate of 7.75%. A facility
fee of 1/4 of 1% on the unused portion is required by the 1995 agreement.
In addition, for certain of its international operations, the Company has
available at February 29, 1996 and February 28, 1995, unused lines of credit of
$186,718,000 and $161,537,000, respectively. The unused lines of credit
agreements require a quarterly fee of 0.1% to 1.0% of the unused line.
Under the terms of the Company's loan agreements, the Company must maintain
a minimum net worth, minimum earnings and cash flow ratios. The most restrictive
covenant of certain of these agreements has a limitation on the total debt of
the Company.
<PAGE>
Note 9 - Income Taxes
The provision (benefit) for income taxes is comprised of the following (in
thousands):
Years Ended
---------------------------------
February February February
29, 1996 28, 1995 28, 1994
-------- -------- --------
Current:
State ................................. $ 2,477 $ 912 $ 504
Federal ............................... 98 22,545
Foreign ............................... 6,096 10,132 6,645
-------- -------- --------
8,573 11,142 29,694
-------- -------- --------
Deferred:
Federal ............................... 9,730 (1,299) (5,190)
Foreign ............................... 5,674 3,317 3,818
-------- -------- --------
15,404 2,018 (1,372)
-------- -------- --------
Provision for income taxes ................. 23,977 13,160 28,322
Less: Federal tax benefit of ESOP income
tax deductions credited to stock-
holders' equity under SFAS No. 109 (22,885) (6,627) (16,855)
-------- ------- --------
$ 1,092 $ 6,533 $ 11,467
======== ======== ========
The Company derives an income tax deduction for dividend distributions to
the ESOP. The ESOP repays the same amount to the Company to reduce the ESOP debt
due to the Company (see note 2).
<PAGE>
The effective income tax rate varies from the federal statutory income tax
rate due to the following:
<TABLE>
<CAPTION>
Years Ended
---------------------------------------------------------------
February 29, 1996 February 28, 1995 February 28, 1994
------------------ --------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Statutory U.S. federal income tax rate $ 12,267 35.0% $ (2,078) (35.0)% $ 18,133 35.0%
Tax effect of foreign operations ...... 3,546 10.1 2,760 46.4 4,207 8.1
Alternative minimum tax provision ..... 98 1.7 500 1.0
Amortization of cost in excess of net
assets acquired and other intangibles 4,094 11.7 4,410 74.2 4,331 8.4
Foreign dividends and withholding tax . 2,589 7.4 7,460 125.6 1,034 2.0
State income taxes, net of federal
tax benefit ......................... 1,610 4.6 593 10.0 328 0.6
Other ................................. (129) (0.4) (83) (1.3) (211) (0.4)
------- ---- ------ ----- ------- -----
Provision for income taxes ........ 23,977 68.4 13,160 221.6 28,322 54.7
------- ---- ------ ----- ------ ----
Tax benefit of ESOP income tax
deductions credited to stockholders'
equity under SFAS No. 109 .......... (22,885) (65.3) (6,627) (111.6) (16,855) (32.6)
------- ----- ------ ------ ------- -----
Effective income tax rate ............. $ 1,092 3.1% $ 6,533 110.0% $ 11,467 22.1%
======== === ======== ===== ======== ====
</TABLE>
<PAGE>
In accordance with SFAS 109, the deferred tax asset includes the following
(in thousands):
February February
29, 1996 28, 1995
-------- --------
Gross Deferred Tax Asset:
Public liability and property damage
book expense in excess of tax expense $ 66,151 $ 64,947
Other accrued expenses in excess of
tax expense ........................ 41,563 38,812
Net operating loss carryforward ........ 124,176 98,318
Alternative minimum income tax
credit carryover .................... 3,025 3,025
-------- --------
234,915 205,102
-------- --------
Gross Deferred Tax Liabilities:
Tax depreciation in excess of book
depreciation ......................... (133,579) (112,830)
Prepaids and other ..................... (10,497) (9,166)
--------- --------
(144,076) (121,996)
--------- --------
Valuation allowance .................... (30,395) (29,412)
--------- --------
Net deferred tax asset ................. $ 60,444 $ 53,694
========= =========
The Company has net operating loss carryforwards of $354,789,000,
$280,909,000 and $249,601,000 at February 29, 1996, February 28, 1995 and
February 28, 1994, respectively. The Company has alternative minimum tax net
operating loss carryforwards of $162,729,000, $85,422,000 and $37,879,000 at
February 29, 1996, February 28, 1995 and February 28, 1994, respectively. These
carryforwards expire in various years as follows:
Amount Expiration
(in thousands) Date
-------------- -----------------
$ 27,300 February 28, 2003
96,692 February 29, 2004
100,631 February 28, 2007
69,387 February 28, 2010
60,779 February 28, 2011
--------
$354,789
========
The Company also has available unused investment tax credits of
approximately $5,834,000 which expire on February 28, 2002. The valuation
allowance represents an amount of the deferred tax assets that more likely than
not will not be realized. The portion of tne NOL carryforwards that are not
considered more likely than not realizable is due to the Company being a
leveraged ESOP with fluctuating interest rates on its ESOP and non-ESOP debt. At
February 29, 1996 and February 28, 1995, management of the Company reviewed
recent operating results and projected future operating results. At the end of
each of the respective years, management determined that a portion of the net
deferred income tax assets would likely be realized as a result of projected
future operating income.
<PAGE>
Deferred income taxes were not provided on accumulated undistributed
earnings of certain foreign subsidiaries of $30,308,000, $25,534,000 and
$21,842,000 at February 29, 1996, February 28, 1995 and February 28, 1994,
respectively, because such accumulated undistributed earnings are considered to
be permanently reinvested. If these amounts were not considered permanently
reinvested, additional deferred income taxes of approximately $13,246,000,
$11,138,000 and $9,524,000 would have been provided at February 29, 1996,
February 28, 1995 and February 28, 1994, respectively.
Note 10 - Redeemable Preferred Stock
The Company has authorized 2,500,000 shares each of Series A and Series B
$.01 par value cumulative, redeemable preferred stock at February 29, 1996 and
February 28, 1995. There are 186,986.8 shares, 233,733.5 shares and 233,733.5
shares of each series issued and outstanding at February 29, 1996, February 28,
1995 and February 28, 1994, respectively.
The preferred series A and B are subject to redemption at the option of the
Company, providing certain financial tests are met. The redemption price will
decline each succeeding September 25 by $.75 per share until September 25, 1997
when the redemption price will be fixed at $50 per share plus accrued dividends.
In addition, upon the occurrence of certain events, including the sale of all or
substantially all the common stock by the Company, or the payment in full of its
acquisition indebtedness (originally $395 million), the Company is required to
redeem 20% of the outstanding preferred stock on the anniversary of such an
event and an equal amount in each of the ensuing four years at a price of $50
per share plus accrued but unpaid dividends. Since the acquisition indebtedness
was paid in full in February 1995, the Company is required to redeem 20% of the
preferred stock by February 28, 1996 and annually thereafter to the year 2000 at
a redemption price of $50 per share plus accrued but unpaid dividends. During
the year ended February 29, 1996, the Company redeemed 46,746.7 shares of each
series of preferred stock. All the preferred shares must be redeemed at $50 per
share if there is a change in control of the Company upon a sale of all or
substantially all of the assets of the Company or upon merger or other business
combination.
Dividends are cumulative and are payable quarterly at an annual rate of 15%
of the liquidation preference amount. The Series B Preferred Stock is junior to
the Series A Preferred Stock as to the payment of dividends and liquidation
preferences.
In November 1992, the Board of Directors of the Company authorized the
issuance of up to 5,000,000 shares of Series C, $.01 par value, cumulative
redeemable preferred stock with a liquidation preference value of $18.68 per
share. At February 29, 1996, February 28, 1995 and February 28, 1994, there are
2,878,112, 2,889,057 and 2,889,057 shares of Series C preferred stock issued and
outstanding, respectively.
<PAGE>
The Company may, at its option, redeem the Series C Preferred Stock after
June 1, 2001 and is required to redeem all the Series C Preferred Stock
outstanding on May 30, 2004 in three equal annual installments commencing June
30, 2004 at a price equal to the liquidation preference value of $18.68 per
share plus accrued but unpaid dividends. In addition, the Company may, at its
option, redeem the Series C Preferred Stock upon the consummation of a primary
public offering and is required to redeem all the Series C Preferred Stock in
the event of the occurrence of certain major corporate transactions involving a
change in control, at a price equal to the lower of the liquidation preference
value or the fair market value of the common stock (as adjusted for any
recapitalization) plus, in either case, accrued but unpaid dividends.
Dividends on the Series C Preferred Stock are cumulative and are payable
quarterly in cash at an annual rate of 9.75% of the liquidation preference
value.
The Series C Preferred Stock ranks junior to the Series A and Series B
Preferred Stock and senior to the participating convertible preferred stock and
common stock, with respect to dividends and liquidation preference.
The carrying and redemption amounts for each redeemable preferred stock
issue is as follows (in thousands, except per share amounts):
February 29, February 28,
1996 1995
------------ ------------
Series A:
Carrying amount $ 9,323 $11,653
Redemption amount ($50 per share at
February 29, 1996 and February
28, 1995) 9,349 11,687
Series B:
Carrying amount 9,323 11,653
Redemption amount ($50 per share at
February 29, 1996 and February
28, 1995) 9,349 11,687
Series C:
Carrying amount 53,763 53,968
Redemption amount ($18.68 per share at
February 29, 1996 and February
28, 1995) 53,763 53,968
Total carrying amount $72,409 $77,274
Total redemption amount $72,461 $77,342
Note 11 - Participating Convertible Preferred Stock
The Company has authorized 15,000,000 shares of $.01 par value
participating convertible preferred stock. At February 29, 1996, February 28,
1995 and February 28, 1994, the Company has issued and outstanding 9,788,623
shares. Each share is convertible into one share of common stock of the Company
at the option of the holder. The stock is held by the General Motors Corporation
(described herein as an affiliated company or a vehicle manufacturer).
Note 12 - Common Stock
The Company has authorized 100,000,000 shares of $.01 par value common
stock. There are 29,042,916 shares issued at February 29, 1996, February 28,
1995 and February 28, 1994, of which 23,619,703, 23,619,828 and 23,705,524 are
outstanding and held by the ESOP trustee and former employees at February 29,
1996, February 28, 1995 and February 28, 1994, respectively. ESOP shares are
allocated for the account of employees, pro rata, as the ESOP acquisition debt
is repaid. At February 29, 1996, February 28, 1995 and February 28, 1994,
5,423,213, 5,423,088 and 5,337,392 shares are held as treasury stock,
respectively.
The Company is obligated under certain conditions to repurchase common
stock issued to employees and former employees to the extent legally required
and as permitted under the Company's loan agreements.
<PAGE>
Under the Company's loan agreements, the payment of cash dividends on its
common stock is restricted except where such dividends are used to retire ESOP
debt.
The unearned compensation represents the unamortized amount of deferred
compensation to be received by employees in the form of shares of the Company's
common stock, which they will receive from the ESOP. The initial amount of
unearned compensation ($395 million) generally represents cash proceeds of the
acquisition debt less amounts used to refinance existing debt.
In 1993, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 93-6, "Employers' Accounting for Employee Stock
Ownership Plans." The SOP gives accounting guidance for shares acquired by the
ESOP after December 31, 1992 (new ESOP shares). The Company may continue to use
the earlier accounting rules to measure compensation expense for shares acquired
by the ESOP prior to December 31, 1992 (old ESOP shares).
Accordingly, as old ESOP shares are allocated to employees, compensation
expense is charged based on the amortization of the original unearned
compensation amount on a straight line basis over 25 years. As new ESOP shares
are allocated to employees, compensation expense is charged based on the fair
value of those shares. Unearned compensation is released based on the cost of
the shares acquired. Any difference between the cost and fair value of the
shares allocated is charged or credited to additional paid-in capital. Shares
are generally allocated annually in January for the prior calendar year.
The shares held by the ESOP and former employees are as follows:
February February February
29, 1996 28, 1995 28, 1994
---------- ---------- ----------
Shares held by the ESOP:
Unallocated shares:
Old ESOP shares ........... 14,465,131 15,333,722 16,175,629
New ESOP shares ........... 115,170
Allocated shares:
Old ESOP shares ........... 9,026,899 8,281,603 7,525,683
New ESOP shares ........... 5,680
Shares held by former employees .. 6,823 4,503 4,212
---------- ---------- ----------
Total outstanding ................ 23,619,703 23,619,828 23,705,524
========== ========== ==========
<PAGE>
The Company's common stock is redeemable at the option of the holders,
subject to certain significant vesting and other financial restrictions on the
Company. If however, all outstanding shares of the Company were fully vested,
the Company's maximum cash obligation related to these shares based upon the
annual valuation of the Company's common stock would have been approximately
$295,482,000, $213,523,000 and $425,751,000 at February 29, 1996, February 28,
1995 and February 28, 1994, respectively.
Redeemable Appraised Redeemable
Shares Value Portion of
Outstanding Per Share Common Stock
----------- --------- ------------
Balance March 1, 1993 ......... 27,065,557 $ 18.93 $512,350,994
============
Warrants exercised for
common stock ............... 599,452
Options exercised for
common stock ............... 77,462
Exchange of common shares
for Series C Preferred Stock (2,889,057)
Purchase of treasury shares ... (1,147,890)
------------
Balance February 28, 1994 ..... 23,705,524 $ 17.96 $425,751,211
============
Purchase of treasury shares ... (85,696)
------------
Balance February 28, 1995 ..... 23,619,828 $ 9.04 $213,523,245
============
Purchase of treasury shares ... (125)
------------
Balance February 29, 1996 ..... 23,619,703 $ 12.51 $295,482,485
=========== ============
<PAGE>
Note 13 - Long-Term Compensation Plan
In April 1993, the Company adopted a long-term compensation plan which took
the form of a unit appreciation rights plan. Under this plan, a total of 5
million units were eligible for distribution, with full vesting over a four year
period. At February 29, 1996, February 28, 1995 and February 28, 1994, there
were approximately 70,000, 4,000,000 and 4,000,000 appreciation units
outstanding, respectively, with no appreciation in value.
In 1995, the Board of Directors adopted a long-term compensation plan for
key management employees in the form of a stock appreciation rights plan which
substantially replaced the April, 1993 plan. A total of 5 million units are
eligible for distribution. The units granted to each participating employee
under a single grant shall vest in three equally proportioned allotments
(aggregating approximately 1.4 million each) to start on the third anniversary
of the date of grant, with all units to be fully vested on the fifth anniversary
of the grant or the occurrence of certain events including a change in control.
The value of each grant's units are measured by the fair market value of one
share of the Company's common stock on the date of grant ($9.04), such
measurement value being subject to a readjustment for the second and third
allotments based upon the fair market value of one share of common stock on the
first anniversary of the grant ($12.51 at January 1, 1996) and the second
anniversary of the grant (to be determined at January 1, 1997), respectively.
Under the Plan, the holder of each vested unit is entitled to receive in cash
the appreciation in the fair market value of one share of the Company's common
stock at the date of exercise over the measurement value. The exercise periods
expire in varying years through 2007. Compensation expense is recorded as the
fair market value of one share of the Company's common stock appreciates over
the grant price for each allotment. Approximately 4.3 million units are
outstanding at February 29, 1996 with none eligible for exercise. During the
year ended February 29, 1996, approximately $4.9 million was charged to expense
under this plan.
In addition, in 1995, the Company issued a "Management Long-Term Incentive
Plan" for certain key employees. The Plan is in the form of a performance unit
award. Income is charged and payment is determined by the performance ratio,
which is measured as a percentage of the increase in a share of the Company's
common stock, over the performance period (three fiscal years). At the
conclusion of the performance period, one-third of the payment will be made to
participants with the remaining two equal installments made on the first and
second anniversaries thereof. Generally, participants must be employees of the
Company at the time each installment is made. There are approximately 720,000
units outstanding at February 29, 1996, with a base value of $9.04 (the value of
one share of the Company's stock on March 1, 1995). The amount charged to
expense under this plan for the year ended February 29, 1996 was immaterial.
<PAGE>
Note 14 - Fair Value of Financial Instruments
The carrying value of the Company's financial instruments approximates fair
value except for debt and redeemable preferred stock and certain other financial
instruments which are not material. At February 29, 1996 and February 28, 1995,
the carrying value of debt and redeemable preferred stock is $2,237,663,000 and
$1,921,054,000 with fair values of approximately $2,255,250,000 and
$1,914,000,000, respectively. The fair value is estimated by reference to
various market data, including borrowing rates currently available to the
Company with similar terms and maturities.
Note 15 - Retirement Benefits
The Company sponsors non-contributory defined benefit plans covering
employees who are members of certain collective bargaining units and non-union
full-time employees hired prior to December 31, 1983 who were age 25 or above on
January 1, 1985. It also contributes to union sponsored pension plans.
The Company sponsors a Voluntary Investment Savings Plan under a "qualified
cash or deferred arrangement" under Section 401(k) of the Internal Revenue Code.
For the years ended February 29, 1996, February 28, 1995 and February 28, 1994,
the cost of this plan was approximately $1,718,000, $1,625,000 and $1,477,000,
respectively. Included in the Investment Savings Plan, the Company sponsors a
defined contribution plan for substantially all non-union full-time employees
not otherwise covered. Employer contributions and costs for this plan are
determined as 2% of each covered employee's compensation. The cost of the plan
for the years ended February 29, 1996, February 28, 1995 and February 28, 1994
amounted to $1,798,000, $1,718,000 and $1,550,000, respectively.
In addition, the Company sponsors an Employee Stock Ownership Plan (ESOP).
The ESOP is a defined contribution retirement plan sponsored by Avis, Inc. and
its domestic subsidiaries. The Avis ESOP Committee is appointed by the Company's
Board of Directors to administer the ESOP.
In September 1987, the ESOP, through the use of funds borrowed from the
Company, purchased all of the then outstanding common stock of the Company. The
Company remits funds for payment of the ESOP debt principal and interest to the
ESOP in the form of contributions, distributions and dividends. The ESOP repays
principal and interest to the Company for the borrowed funds. As the ESOP repays
the amount borrowed plus interest, redeemable common stock is released and
allocated to the accounts of participants in the ESOP up to the deductible
amount permitted by the Internal Revenue Code. The common stock is held by the
ESOP trustee as collateral for the amount borrowed by the ESOP.
Most domestic non-union and certain union employees of the Company are
eligible to participate in the ESOP. Participants do not contribute to the ESOP.
A similar, nonqualified plan exists for certain employees ineligible to
participate in the ESOP. Units are allocated in a manner consistent with the
stock allocation for participants in the ESOP. Benefits are paid in cash to
terminated participants in a manner similar to distributions from the ESOP. The
measurement value of each unit is equivalent to one share of the Company's
common stock at the date of payment. There are approximately 532,000, 495,000
and 446,000 vested units outstanding at February 29, 1996, February 28, 1995 and
February 28, 1994, respectively. The amount charged to expense for the
nonqualified plan was immaterial for the years ended February 29, 1996, February
28, 1995 and February 28, 1994.
<PAGE>
The defined benefit plans provide benefits based upon years of credited
service, highest average compensation and social security benefits. Annual
retirement benefits, at age 65, are equal to 1 1/2% of the participating
employee's final average compensation (average compensation during the highest
five consecutive years of employment in the ten years prior to retirement) less
1 3/7% of the Social Security benefits for each year of service up to a maximum
of 35 years. In addition, the plan provides for reduced benefits after age 55
and for a joint and survivor annuity option.
The status of the U.S. defined benefit plans at February 29, 1996, February
28, 1995 and February 28, 1994 is as follows (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
------------------------ ------------------------ ----------------------
Salaried & Salaried & Salaried &
Hourly Hourly Hourly
Employees Employees Employees
as of June as of June as of June
30, 1985 Bargaining 30, 1985 Bargaining 30, 1995 Bargaining
----------- ---------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Actuarial present value of
benefit obligations:
Vested benefit obligation ...... $ 37,864 $ 5,400 $ 27,871 $ 4,244 $ 26,800 $ 4,093
======== ======== ======== ======== ======== ========
Accumulated benefit obligation.. $ 42,182 $ 5,606 $ 30,682 $ 4,428 $ 29,800 $ 4,308
======== ======== ======== ======== ======== ========
Projected benefit obligation ... $ 58,695 $ 5,606 $ 44,550 $ 4,428 $ 46,500 $ 4,308
Plan assets at fair value .......... 52,294 4,572 44,408 3,653 40,230 3,505
-------- -------- -------- -------- -------- --------
Projected benefit obligation (in
excess of) plan assets ........... (6,401) (1,034) (142) (775) (6,270) (803)
Unrecognized net actuarial loss .... 4,635 453 939 80 4,642 258
Unrecognized prior service cost .... (2,749) 985 (3,047) 981 (3,387) 837
Additional minimum liability ....... (1,438) (1,061) (1,095)
-------- -------- -------- -------- ------- --------
Accrued pension cost ............... $ (4,515) $ (1,034) $ (2,250) $ (775) $ (5,015) $ (803)
======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
At February 29, 1996, February 28, 1995 and February 28, 1994, the
measurement of the projected benefit obligation was based on a 7.5%, 8.5% and
7.5% assumed discount rate, respectively. Compensation increases were assumed at
a rate of 5.0%, at February 29, 1996, February 28, 1995 and February 28, 1994.
The assumed long-term rate of return on plan assets was 8.75% at February 29,
1996 and February 28, 1995 and 9.0% at February 28, 1994. The plan assets are
invested in corporate bonds, U.S. government securities and common stock mutual
funds.
Net pension cost for the defined benefit plans includes the following
components (in thousands):
Years Ended
------------------------------------
February February February
29, 1996 28, 1995 28, 1994
-------- -------- --------
Service cost ................... $ 2,508 $ 3,077 $ 2,538
Interest cost .................. 4,128 4,078 3,200
Actual return on plan assets ... (9,939) 7 (3,727)
Net amortization of actuarial
gains and prior service cost.. 5,288 (4,564) 404
Union contributions ............ 2,104 1,978 1,928
Foreign plans .................. 140 116 110
------- ------- -------
Net pension cost ............... $ 4,229 $ 4,692 $ 4,453
======= ======= =======
The Company also sponsors several foreign pension plans. The most
significant of these is the Canadian pension plan.
The status of the Canadian defined benefit plans at February 29, 1996,
February 28, 1995 and February 28, 1994 is as follows (in thousands):
1996 1995 1994
Canadian Canadian Canadian
Plan Plan Plan
-------- -------- --------
Actuarial present value of
benefit obligations:
Vested benefit obligation ............... $ 2,884 $ 2,872 $ 2,477
======= ======= =======
Accumulated benefit obligation .......... $ 2,884 $ 2,872 $ 2,477
======= ======= =======
Projected benefit obligation ............ $ 3,150 $ 3,138 $ 2,706
Plan assets at fair value ............... 7,275 6,250 6,264
------- ------- -------
Plan assets in excess of projected
benefit obligation .................... 4,125 3,112 3,558
Unrecognized net actuarial loss (gain)... (125) 597 65
Unrecognized net transition asset ....... (2,922) (2,993) (3,237)
------- ------- -------
Prepaid pension cost .................... $(1,078) $ (716) $ (386)
======= ======= =======
<PAGE>
At February 29, 1996, February 28, 1995 and February 28, 1994 the
measurement of the projected benefit obligation was based on a 9.5% assumed
discount rate. Compensation increases were assumed at a rate of 5.0%, at
February 29, 1996, February 28, 1995 and February 28, 1994. The assumed
long-term rate of return on plan assets was 9.50% at February 29, 1996, February
28, 1995 and at February 28, 1994. The plan assets are held in mutual funds
which are invested in Canadian stocks, bonds, real estate and money market
funds.
Net prepaid pension cost for the Canadian defined benefit plan includes the
following components (in thousands):
Years Ended
-----------------------------------
February February February
29, 1996 28, 1995 28, 1994
-------- -------- --------
Service cost ......................... $ 72 $ 97 $ 56
Interest cost ........................ 301 271 252
Expected return on plan assets........ (587) (586) (570)
Amortization of unrecognized
net asset at transition ............ (133) (133) (141)
------- ------ ------
Net prepaid pension cost ............. $(347) $(351) $(403)
======= ====== ======
Note 16 - Leases, Airport Concession Fees and Commitments
The Company is committed to make rental payments under noncancelable
operating leases relating principally to vehicle rental facilities and
equipment. Under certain leases, the Company is obligated to pay certain
additional costs, such as property taxes, insurance and maintenance. Airport
concession agreements usually require a guaranteed minimum amount plus
contingent fees which are generally based on a percentage of revenues. Operating
lease payments and airport concession fees charged to income amount to (in
thousands):
Years Ended
-------------------------------------
February February February
29, 1996 28, 1995 28, 1994
-------- -------- --------
Minimum fees .................. $117,766 $108,479 $103,360
Contingent fees ............... 59,687 46,390 43,720
-------- -------- --------
177,453 154,869 147,080
Less sublease rentals ......... 4,536 4,119 3,584
-------- -------- --------
$172,917 $150,750 $143,496
======== ======== ========
<PAGE>
Future minimum rental commitments under noncancelable operating leases
amounted to approximately $392,867,000 at February 29, 1996. The minimum rental
payments due in each of the succeeding five years are as follows (in thousands):
February 28, 1997 ........................... $ 95,175
February 28, 1998 ........................... 78,197
February 28, 1999 ........................... 50,066
February 29, 2000 .......................... 34,158
February 28, 2001 ........................... 25,930
Thereafter .................................. 109,341
At February 29, 1996, the Company has guaranteed up to $149,000 of an
affiliated company's credit facility obligation.
In addition to the Company's lease commitments, the Company has outstanding
purchase commitments of approximately $772 million and $588 million at February
29, 1996 and February 28, 1995, of which approximately $760 million and $561
million relate to vehicle purchases, respectively.
Note 17 - Related Party Transactions
Vehicle manufacturers offer vehicle repurchase programs on an ongoing basis
to assist in the acquisition and disposition of vehicles. These programs
generally allow the Company, at its option, subject to certain provisions, to
sell the vehicles back to the manufacturers at pre-determined prices. Amounts
included under these programs are reflected in "Due from affiliated company."
Under the terms of certain financing agreements with the General Motors
Corporation (General Motors), the Company is required to purchase a significant
percentage (70%) of its fleet from General Motors subject to market conditions.
In addition, the Company participates in an arrangement whereby General Motors
provides payments for purchasing and promoting a specified number and mix of
vehicles.
The Company and Avis Europe, Plc cooperate jointly in marketing and
promotion activities, the exchange of reservations, the honoring of charge cards
and vouchers and the transfer of the related billings. In addition, the Company
provides certain data processing services to Avis Europe, Plc for which it
charged approximately $9.9 million, $9.2 million and $7.3 million for the years
ended February 29, 1996, February 28, 1995 and February 28, 1994, respectively.
Two members of the Company's board of directors serve on the board of Avis
Europe Limited (formerly Cilva) (the parent company of Avis Europe, Plc) and one
member of the Avis Europe Limited board serves as a director of the Company.
<PAGE>
Note 18 - Segment Information
The Company operates in the United States and in foreign countries. The
operations within major geographic areas are summarized as follows (in
thousands):
February February February
29, 1996 28, 1995 28, 1994
----------- ----------- -----------
Revenues
United States .............. $ 1,504,484 $ 1,275,132 $ 1,195,556
Australia .................. 95,968 79,222 64,440
Canada ..................... 69,319 60,092 72,778
Other foreign operations ... 46,906 41,142 38,550
----------- ----------- -----------
Total ................ $ 1,716,677 $ 1,455,588 $ 1,371,324
=========== =========== ===========
Income (loss) before income taxes
United States .............. $ 2,015 $ (40,027) $ 16,726
Australia .................. 15,920 13,638 10,296
Canada ..................... 4,944 7,171 13,026
Other foreign operations ... 12,170 13,280 11,762
----------- ----------- -----------
Total ................ $ 35,049 $ (5,938) $ 51,810
=========== =========== ===========
Total assets at end of year
United States .............. $ 2,805,438 $ 2,466,962 $ 2,623,337
Australia .................. 113,093 90,732 58,212
Canada ..................... 115,849 90,226 108,152
Other foreign operations ... 170,073 151,341 135,002
----------- ----------- -----------
Total ................ $ 3,204,453 $ 2,799,261 $ 2,924,703
=========== =========== ===========
Note 19 - Purchase of Agency Rent A Car
On October 2, 1995, the Company acquired the rights to the name and certain
assets of Agency Rent A Car, Inc. (Agency), a company primarily engaged in the
insurance replacement rent a car business, for a total purchase price of $20.5
million. The acquisition has been accounted for as a purchase, and the results
of Agency have been included in the accompanying consolidated financial
statements since the date of acquisition. The cost of the acquisition has been
allocated on the basis of the estimated fair market value of the assets
acquired. This allocation resulted in goodwill of approximately $18 million,
which is being amortized over 40 years.
<PAGE>
The unaudited consolidated results of operations on a pro forma basis as
though Agency had been acquired as of the beginning of 1996 and 1995 are as
follows (in thousands):
Unaudited
--------------------------------------
February 29, 1996 February 28, 1995
----------------- -----------------
Net sales ................ 1,760,179 1,587,699
Income before income taxes 29,739 12,781
Net loss ................. (1,506) (15,700)
The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the Agency acquisition been consummated as of the above dates, nor
are they necessarily indicative of the future operating results. The pro forma
results above reflect the operations of Agency during a period in which
significant downsizing was in effect. By the time of the acquisition of Agency
by the Company, Agency's operations were significantly reduced compared with the
periods presented above.
Note 20 - Litigation
There are various matters of litigation involving the Company and its
subsidiaries which have arisen during the normal course of operations. As
litigation is subject to many uncertainties, the outcome of any individual
matter is not predictable with any degree of certainty, and it is reasonably
possible that one or more of these matters could be decided unfavorably against
the Company or its subsidiaries. In the opinion of management, the ultimate
liability, if any, resulting from these matters will not have a material adverse
effect on the Company's consolidated financial statements.
Note 21 - Subsequent Events - (unaudited)
A. On October 17, 1996, HFS Incorporated ("HFS") completed the acquisition of
all of the outstanding capital stock of the Company, including payments under
certain employee stock plans of the Company and the redemption of certain series
of preferred stock of the Company for an aggregate $806.5 million. The purchase
price was comprised of approximately $367.2 million in cash, $100.9 million in
indebtedness and $338.4 million (approximately 4.6 million shares) in HFS common
stock.
B. On May 22, 1996 a complaint was filed in the United States District Court
for Eastern District of North Carolina against Avis Rent A Car System, Inc.
(ARACS) and one of its licensees, New Hanover Rent-A-Car, Inc. (New Hanover)
alleging discrimination by New Hanover in the rental of automobiles based on
race. Plaintiff seeks an unspecified amount of compensatory and punitive damages
and a permanent injunction barring ARACS and New Hanover from continuing to
engage in illegal discriminatory conduct. ARACS has asserted claims for
indemnification against New Hanover and intends to virgorously defend the
complaint. ARACS believes that it has meritorious defenses against the
complaint. In the opinion of management, the ultimate liability, if any,
resulting from this matter will not have a material adverse effect on the
Company's consolidated financial position, results of operations and liquidity.
EXHIBIT 99.3
AVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
MAY 31, 1996 AND FEBRUARY 29, 1996
(In thousands)
(Unaudited)
May 31, February 29,
1996 1996
---------------------------
ASSETS
Cash and cash equivalents ........................ $ 75,122 $ 49,326
Accounts receivable, net ......................... 152,224 144,842
Due from affiliated company ...................... 44,098 75,635
Prepaid expenses ................................. 45,755 40,227
Vehicles, net .................................... 2,330,630 2,064,943
Property and equipment, net ...................... 150,538 146,429
Other assets ..................................... 165,881 176,368
Cost in excess of
fair value of net assets acquired .............. 503,037 506,683
----------- -----------
Total assets ................................ $ 3,467,285 $ 3,204,453
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable ................................. $ 205,443 $ 181,920
Accrued liabilities .............................. 195,371 200,870
Current and deferred income taxes ................ 36,959 36,339
Public liability and property damage ............. 208,692 205,698
Debt ............................................. 2,262,223 2,043,143
Due to affiliated company ........................ 122,002 122,111
Redeemable preferred stock ....................... 72,412 72,409
Redeemable portion of common stock ............... 295,465 295,482
Unearned compensation ............................ (261,702) (263,024)
Participating convertible preferred stock ........ 132,000 132,000
Common stock ..................................... 290 290
Additional paid in capital ....................... 217,445 215,644
Treasury stock ................................... (102,269) (102,252)
Retained earnings ................................ 79,120 62,095
Foreign currency equity adjustment ............... 3,834 1,728
----------- -----------
Commitments and contingencies
Total liabilities and stockholders' equity .. $ 3,467,285 $ 3,204,453
=========== ===========
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MAY 31, 1996 AND
MAY 31, 1995
(In thousands)
(Unaudited)
Three Months Ended
-------------------------
May 31, May 31,
1996 1995
--------- ----------
Revenues ......................................... $ 496,994 $ 394,258
--------- ---------
Cost and expenses:
Direct operating ............................... 210,611 167,225
Vehicle depreciation ........................... 90,746 84,208
Vehicle lease charges .......................... 36,924 34,446
Selling, general and administrative ............ 79,288 49,393
Interest ....................................... 37,971 34,456
Unrealized foreign exchange loss ................. 62
Amortization of unearned compensation -
Employee Stock Ownership Plan .................. 3,951 3,951
Amortization of cost in excess of fair value of net
assets acquired and other intangibles ............ 4,178 4,056
--------- ---------
Income before income taxes and preferred
stock dividends ................................ 33,325 16,461
Provision for income taxes ....................... 14,280 10,706
--------- ---------
Net income ....................................... 19,045 5,755
Preferred stock dividends ........................ (2,017) (2,192)
--------- ---------
Income available for common shares ............... $ 17,028 $ 3,563
========= =========
See accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MAY 31, 1996
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Participating
Convertible
Common Stock Preferred Stock
----------------- ----------------- Foreign
Additional Additional Treasury currency
Par paid-in Par paid-in stock Retained equity
value capital value capital (at cost) earnings adjustment
----- --------- ----- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance March 1, 1996 ......................... $ 290 $ 215,644 $ 98 $ 131,902 $(102,252) $ 62,095 $ 1,728
Net income for the three months ended
May 31, 1996 ............................... 19,045
Tax benefit of ESOP income tax deductions
for the three months ended May 31, 1996 ..... 1,784
Foreign currency equity adjustment for the
three months ended May 31, 1996 ............. 2,106
Payment of common and preferred stock dividends (2,017)
Change in redeemable portion of common stock .. 17
Purchase of treasury stock (1,381 shares) ..... (17)
Appropriation for amortization of discount
from redemption value of preferred stock .... (3)
------ --------- ------ --------- --------- --------- ---------
Balance May 31, 1996 .......................... $ 290 $ 217,445 $ 98 $ 131,902 $(102,269) $ 79,120 $ 3,834
====== ========= ====== ========= ========= ========= =========
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
AVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MAY 31, 1996 AND MAY 31, 1995
(In thousands)
Increase (decrease) in cash and cash equivalents
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
----------------------
May 31, May 31,
1996 1995
---------- ---------
<S> <C> <C>
Net cash provided by operating activities ............... $ 149,485 $ 104,437
Cash flows from investing activities:
Payments for vehicle additions ...................... (734,439) (454,963)
Proceeds received from vehicle sales ............... 408,981 351,445
Payments for additions to property and equipment, net (8,276) (8,749)
--------- ---------
Net cash used in investing activities ................... (333,734) (112,267)
Cash flows from financing activities:
Increase (decrease) in debt and due to affiliated company:
Proceeds........................................... 377,035 97,828
Repayments......................................... (162,517) (72,547)
Increase in deferred debt issuance costs ............ (56) (391)
Payment of preferred stock dividends ................ (2,017) (2,192)
Purchase of treasury stock .......................... (17) (977)
Increase in unearned compensation ................... (2,629)
--------- ---------
Net cash provided by financing activities ............... 209,799 21,721
Effect of exchange rate changes on cash ................. 246 (72)
--------- ---------
Net increase in cash and cash equivalents ............... 25,796 13,819
Cash and cash equivalents at beginning of period ........ 49,326 36,643
--------- ---------
Cash and cash equivalents at end of period .............. $ 75,122 $ 50,462
========= =========
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest .......................................... $ 29,997 $ 26,224
Income taxes ...................................... 3,539 2,157
</TABLE>
Disclosure of accounting policy: For purposes of reporting cash flows, the
Company considers deposits and short-term investments with an initial maturity
of three months or less to be cash equivalents. The effect of unrealized foreign
currency revaluations on the assets and liabilities of foreign foreign
subsidiaries has been eliminated. Changes in vehicles and vehicle related
accounts are included in the cash flows from investing activities. See
accompanying notes to the consolidated financial statements.
<PAGE>
AVIS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1996 AND MAY 31, 1995
(Unaudited)
Note 1 - Organization and Significant Accounting Policies
In 1987, the trust for the Employee Stock Ownership Plan (ESOP) of Avis,
Inc. (the Company) acquired all the outstanding common stock of Avis, Inc. This
transaction has been accounted for as a purchase in accordance with Accounting
Principles Board Opinion No. 16. Accordingly, the purchase price has been
allocated based on the estimated fair value of the assets acquired and
liabilities assumed. The excess of the purchase price over the fair value of the
Company's net assets is included in "Cost in excess of fair value of net assets
acquired" on the consolidated balance sheet.
The Company's primary business is the rental of automobiles. The
consolidated financial statements include the accounts of all majority-owned
subsidiaries of Avis, Inc. combined with related accounts of the ESOP and Prime
Vehicles Trust. Intercompany accounts and transactions among Avis, Inc., its
subsidiaries, the ESOP and Prime Vehicles Trust (Vehicle Trust) have been
eliminated. During the year ended February 29, 1996, the Company acquired the
rights to the name and certain assets of Agency Rent A Car, Inc., a company
primarily engaged in the insurance replacement car rental business. Investments
in associated companies in which the Company has a 20 percent or greater
interest are accounted for under the equity method of accounting. Generally
accepted accounting principles require the use of estimates, which are subject
to change, in the preparation of financial statements. Certain amounts of the
prior period have been reclassified for comparability.
The unaudited interim financial statements at May 31, 1996 and for the
three months ended May 31, 1996 and 1995 have been prepared in accordance with
generally accepted accounting principles, and in the opinion of the Company
include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the results of the interim period.
Note 2 - Gain on Sale of Leasehold Right
In April, 1996 the Company sold a leasehold right and recognized a pre-tax
gain of approximately $4.4 million.
<PAGE>
Note 3 - Vehicles
Vehicles are stated at cost, net of accumulated depreciation as follows (in
thousands):
May May
31, 1996 31, 1995
---------- -----------
Vehicles ............................... $ 2,663,301 $ 2,056,855
Accumulated depreciation ............... (332,671) (214,332)
----------- -----------
$ 2,330,630 $ 1,842,523
=========== ===========
Included in vehicles are vehicles acquired under long-term capital leases
of $25,795,000 and $42,992,000 (net of accumulated depreciation of $59,138,000
and $41,941,000) at May 31, 1996 and May 31, 1995, respectively.
Vehicles also include vehicles held for sale as follows (in thousands):
May May
31, 1996 31, 1995
-------- ---------
Vehicles held for sale ..................... $ 31,423 $ 17,884
Accumulated depreciation ................... (4,827) (2,219)
-------- --------
$ 26,596 $ 15,665
======== ========
Depreciation expense recorded for vehicles was $104,986,000 and
$89,384,000, net of a gain on disposal of vehicles of $14,240,000 and $5,176,000
for the three months ended May 31, 1996 and May 31, 1995, respectively.
<PAGE>
Note 4 - Income Taxes
The provision (benefit) for income taxes is comprised of the following (in
thousands):
Three Months Ended
------------------------
May 31, May 31,
1996 1995
--------- ---------
Current:
State ......................................... $ 546 $ 252
Foreign ....................................... 1,568 2,112
-------- --------
2,114 2,364
-------- --------
Deferred:
Federal ....................................... 11,282 6,956
Foreign ....................................... 884 1,386
-------- --------
12,166 8,342
-------- --------
Provision for income taxes ....................... 14,280 10,706
Less: Federal tax benefit of ESOP income tax
deductions credited to stockholders'
equity under SFAS No. 109 .............. (1,784) (1,912)
-------- --------
$ 12,496 $ 8,794
======== ========
The Company derives an income tax deduction for dividend distributions to
the ESOP. The ESOP repays the same amount to the Company to reduce the ESOP debt
due to the Company.
<PAGE>
The effective income tax rate varies from the federal statutory income tax
rate due to the following:
Three Months Ended
------------------------
May 31, May 31,
1996 1995
--------- --------
Statutory U.S. federal income tax rate ............... 35.0% 35.0%
Tax effect of foreign operations .................... 1.9 1.5
Amortization of cost in excess of net
assets acquired and other intangibles .............. 3.5 5.9
Foreign dividends and withholding tax ................ 0.6 21.3
State income taxes, net of federal
tax benefit ........................................ 0.9 0.9
Other ................................................ 1.0 0.4
----- ------
Provision for income taxes ....................... 42.9 65.0
----- ------
Tax benefit of ESOP income tax
deductions credited to stockholders'
equity under SFAS No. 109 (5.4) (11.6)
------ -------
Effective income tax rate ....... .................... 37.5% 53.4%
====== =======
Note 5 - Subsequent Event
On October 17, 1996, HFS Incorporated ("HFS") completed the acquisition of
all of the outstanding capital stock of the Company, including payments under
certain employee stock plans of the Company and the redemption of certain series
of preferred stock of the Company for an aggregate $806.5 million. The purchase
price was comprised of approximately $367.2 million in cash, $100.9 million in
indebtedness and $338.4 million (approximately 4.6 million shares) in HFS common
stock.
Note 6 - Litigation
On May 22, 1996 a complaint was filed in the United States District Court
for Eastern District of North Carolina against Avis Rent A Car System, Inc.
(ARACS) and one of its licensees, New Hanover Rent-A-Car, Inc. (New Hanover)
alleging discrimination by New Hanover in the rental of automobiles based on
race. Plaintiff seeks an unspecified amount of compensatory and punitive damages
and a permanent injunction barring ARACS and New Hanover from continuing to
engage in illegal discriminatory conduct. ARACS has asserted claims for
indemnification against New Hanover and intends to virgorously defend the
complaint. ARACS believes that it has meritorious defenses against the
complaint. In the opinion of management, the ultimate liability, if any,
resulting from this matter will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
