FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 8, 2006
(November 8, 2006)
Avis Budget Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other
Jurisdiction of
Incorporation)
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1-10308
(Commission File
Number)
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06-0918165
(IRS Employer
Identification No.) |
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6 Sylvan Way
Parsippany, NJ
(Address of Principal Executive
Offices)
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07054
(Zip Code) |
Registrants telephone number, including area code
(973) 496-4700
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2006, we reported our third quarter 2006 results. Our third
quarter 2006 results are discussed in detail in the press release attached hereto as Exhibit 99.1,
which is incorporated herein by reference.
The information in this item, including Exhibit 99.1, is being furnished, not filed.
Accordingly, the information in this item will not be incorporated by reference into any
registration statement filed by Avis Budget Group, Inc. under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
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Exhibit No. |
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Description |
99.1
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Press Release dated November 8, 2006. |
SIGNATURE
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.
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AVIS BUDGET GROUP, INC.
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By: |
/s/ John T. McClain
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John T. McClain |
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Senior Vice President and Chief Accounting Officer |
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Date: November 8, 2006
EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press Release dated November 8, 2006. |
EX-991.
Exhibit 99.1
Press Release
AVIS BUDGET GROUP REPORTS RESULTS
FOR THIRD QUARTER 2006
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Revenue increased 1%, to a record $1.57 billion. |
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Avis Budget Car Rental generated EBITDA of $141 million excluding separation costs. |
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Avis Budget Car Rental generated pretax income of $85 million excluding separation costs. |
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Avis Budget Car Rental generated pretax income of $65 million. |
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Company expanded off-airport, increasing local-rental revenues by 13%. |
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Company updates its full-year 2006 financial estimates. |
Parsippany, N.J., November 8, 2006 Avis Budget Group, Inc. (NYSE: CAR) today reported
results for its third quarter, which ended September 30, 2006. Revenue increased 1%, to a record
$1.57 billion, compared to third quarter 2005, and pretax income was a loss of $461 million due to
costs related to the Companys separation into four independent companies. Excluding these
separation-related costs, pretax income was $19 million.
Avis Budget Car Rental, LLC and its subsidiaries, the companies that operate our vehicle rental
business, had EBITDA excluding separation costs of $141 million, pretax income excluding separation
costs of $85 million and pretax income of $65 million in the third quarter. For the nine months
ended September 30, 2006, Avis Budget Car Rental grew revenue by 8% to $4.3 billion and had EBITDA
excluding separation costs of $308 million, pretax income excluding separation costs of $183
million and pretax income of $161 million.
Our strategic objectives as a stand-alone vehicle rental company remain unchanged. In particular,
in the third quarter we continued our aggressive expansion of our local market initiatives and
remain on target to add 200 new outlets by year-end. Moreover, we have entered into and
significantly expanded insurance replacement account relationships and fully expect to double our
revenue in that important segment of local rentals during this year as compared to last year, said
Avis Budget Group Chairman and Chief Executive Officer Ronald L. Nelson. In addition, our third
quarter 2006 results reflect our continuing emphasis on
optimizing our prices and on cost-reduction initiatives amid the challenges we face, particularly
rising fleet costs which are impacting the entire industry.
Executive Summary
Third Quarter Results
The third quarter marked an historic time for Avis Budget Group. We completed our separation from
three other companies previously under our corporate umbrella, and we adopted our new name, which
reflects our two leading brands in the vehicle rental industry. And while our consolidated results
reflect numerous effects of our separation activities, our core vehicle rental business continued
to grow.
In the third quarter, our car rental revenues increased 4% year-over-year, driven primarily by a 5%
increase in car rental pricing, as measured by time and mileage revenue per rental day. We
achieved pricing increases in both our commercial and our leisure rentals, although competitive
pressures were particularly intense with respect to commercial pricing. Our car rental volumes
declined slightly compared to third quarter 2005. This reflected lower-than-expected U.S. domestic
enplanements, including the disruption in air travel caused by the international terrorism scare in
August.
Our car fleet costs increased 11% year-over-year, reflecting industry-wide cost increases for
model-year 2006 and 2007 cars and a slight decline in our average fleet size. Including interest
expense on the corporate debt issued in April 2006, substantially all of which was used to finance
our fleet during the quarter, Avis Budget Car Rentals total net interest expense increased $41
million year-over-year. Other operating expenses, excluding fleet-related and separation costs,
remained relatively constant as a percentage of revenue, as our cost-reduction initiatives began to
take hold.
Truck rental results were disappointing in the quarter but, as announced last week, we have moved
quickly to implement a restructuring plan that has five basic tenets: a streamlining of the
existing management structure; a relocation of the current Truck management functions from Denver
to Parsippany; an integration of the Truck back-office functions into existing car rental
operations; the creation of a separate local rental sales force to focus on truck, insurance
replacement and general-use business; and a realignment of the truck fleet mix to more aggressively
pursue mid-week commercial rental opportunities. Fourth quarter results are expected to include a
charge of approximately $10-12 million related to our restructuring activities, but we expect to
see significant benefits from the restructuring in future periods.
Avis Budget Car Rentals pretax income excluding separation-related expenses declined
year-over-year due to increased fleet and interest costs that were not offset by increased pricing.
Pretax income for Avis Budget Group was also impacted by unrecovered corporate expenses related to
the discontinued operations treatment of our former subsidiaries. Most of these corporate costs
are not expected to be incurred going forward. Due to the complexity of the tax calculations
required as a result of our separation, income tax expense figures, earnings per share calculations
and discontinued operations information for Avis Budget Group, Inc. will be provided in our Form
10-Q, anticipated to be filed on or about November 14, 2006.
2
Full-Year
Full-year 2006 results for Avis Budget Car Rental are now expected to be much closer to the lower
end of ranges previously provided in August. This reflects both lower-than-expected revenues and
higher-than-expected operating costs across our vehicle rental operations in the second half of
2006. These estimates exclude the impact of separation-related expenses and also exclude the
restructuring charge of approximately $10-12 million that the Company expects to record in the
fourth quarter, primarily related to our truck rental operations.
Business Segment Discussion
The following discussion of third quarter operating results focuses on revenue and EBITDA for each
of our core operating segments. Revenue and EBITDA are expressed in millions.
Domestic Car Rental
(Consisting of the Companys U.S. Avis and Budget car rental operations)
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2006 |
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2005 |
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% change |
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Revenue |
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$ |
1,190 |
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$ |
1,169 |
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2 |
% |
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EBITDA |
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$ |
57 |
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$ |
91 |
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(37 |
%) |
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Revenue increased primarily due to a 5% increase in time and mileage per day rates offset by a 3%
reduction in rental days. EBITDA declined as the price increases were offset by higher fleet
costs, year-over-year. The 3% decrease in rental days primarily reflects reduced leisure volume as
enplanements declined year-over-year amid reduced airline capacity. Results for 2006 include $16
million of separation-related expenses and results for 2005 include a $10 million legal settlement
expense.
International Car Rental
(Consisting of the Companys international Avis and Budget car rental operations)
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2006 |
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2005 |
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% change |
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Revenue |
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$ |
222 |
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$ |
192 |
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16 |
% |
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EBITDA |
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$ |
44 |
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$ |
41 |
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7 |
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Revenue increased primarily due to a 3% increase in time and mileage per day rates and a 12%
increase in rental days. EBITDA increased year-over-year due to the revenue increase but was
impacted by higher fleet costs. The rental day volume increases reflect the acquisition of the
Toronto, Canada and Melbourne, Australia Budget franchises in late 2005 and early 2006,
respectively, as well as strong organic growth in our Australian operations. Results for 2006
include separation-related expenses of $1 million.
Truck Rental
(Consisting of the Companys Budget Truck rental business)
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2006 |
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2005 |
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% change |
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Revenue |
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$ |
141 |
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$ |
169 |
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(17 |
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EBITDA |
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$ |
20 |
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$ |
41 |
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(51 |
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Revenue decreased primarily due to a 4% decrease in time and mileage per day rates and a 16%
reduction in rental day volume. EBITDA decreased due to the revenue decline and increased fleet
costs as we continued our fleet modernization efforts. The volume declines were driven principally
by fewer commercial rentals and a 6% decline in our average fleet size, and the price declines
largely resulted from a lower volume of one-way rentals. Results for 2006 include
separation-related expenses of $3 million.
Other Items
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Redemption of Legacy Bonds In September, the Company redeemed
$63 million of outstanding bonds issued by Cendant Corporation.
This redemption was in addition to the previously announced
retirement in July and August of $3.5 billion of outstanding bonds
issued by Cendant Corporation. |
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Avis Budget Car Rental Debt Retirement The Company used $19
million of free cash flow to reduce its outstanding corporate debt. |
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Reverse Stock-Split The Company effected a one-for-ten reverse
stock split effective September 5. |
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Separation Costs Third quarter 2006 expenses include separation
costs of $480 million. This includes $313 million of costs related
to the early extinguishment of debt, $96 million of transaction
costs and $71 million of incremental stock-based compensation
costs. Approximately $460 million of these costs was recorded in
the Corporate and Other segment, while the remaining $20 million
was recorded in the operating segments. |
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Discontinued Operations In its reported results, the Company
will classify as discontinued operations the results of our former
Realogy, Travelport and Wyndham businesses for 2006 and 2005, and
the results of our former Marketing Services business for 2005. We
expect to record an after-tax loss of approximately $950 million
related to the sale of Travelport in the third quarter, principally
due to transaction-specific items and taxes which could not be
reflected until completion of the sale. |
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PHH The Companys former PHH Corporation subsidiary filed a
Current Report on Form 8-K on October 30, 2006 in which PHH
reiterated that the resolution of certain accounting matters is
expected to result in changes to PHHs previously filed financial
statements. The Company has completed a preliminary review of
these accounting matters and believes that such matters may require
a restatement of certain of its previously filed financial
statements to address these matters, which include its allocation
among current and former reporting units of the goodwill associated
with its 2001 acquisition of Avis Group Holdings (then parent of
PHHs fleet management and Wright Express fuel card businesses).
Such re-allocation may result in a restatement of the gain recorded
upon the initial public offering of Wright Express and may also
result in a prior period impairment charge, which in turn could
result in a restatement of the impairment charge recorded upon the
spin-off of PHH in first quarter 2005. In either case, any such
changes will be reflected in the discontinued operations of Avis
Budget and are not expected to have a material impact on the
historical or future results of the continuing operations of Avis
Budget. In addition, we may also record additional adjustments to
discontinued operations over the period of 2001-2005 which we
believe would increase the Companys |
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aggregate net income over that period (with a corresponding offsetting decrease to net income
for periods prior to 2001). However, since PHH has neither re-filed its prior financial
statements nor, to the Companys knowledge, completed its evaluation of all such accounting
matters, the Company is unable to complete its assessment of whether and how these accounting
matters will affect the Companys previously filed financial statements. |
Outlook
The following table presents Avis Budget Car Rentals pro forma 2005 and expected pro forma 2006
financial data, which were provided in August 2006. The 2006 data excludes separation-related
expenses of $22 million and restructuring charges of approximately $10-12 million. As discussed
above, 2006 results are now expected to be much closer to the lower end of these ranges:
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2006E (August |
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2006 |
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2005 (a) |
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Estimates)(a) (b) |
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($ millions) |
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Revenue |
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$ |
5,316 |
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$ |
5,600 - 5,800 |
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EBITDA |
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$ |
497 |
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$ |
400 - 440 |
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Corporate interest expense, net |
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141 |
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140 - 145 |
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EBITDA less corporate interest expense |
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356 |
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260 - 295 |
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Non-vehicle depreciation and amortization |
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98 |
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90 - 100 |
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Pretax income |
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$ |
258 |
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$ |
165 - 200 |
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(a) The pro forma results and estimates give effect to the $1.875 billion of corporate borrowings
completed in April 2006 and repayment of vehicle-backed debt with a portion of the net proceeds of
such financing, removal of Corporate-allocated general overhead costs, the incurrence of
stand-alone public company costs, elimination of the interest income on the intercompany balance
with Corporate, and increased truck lease financing costs due to the separation. These estimates
exclude the impact of separation-related expenses of $22 million during 2006 and the planned fourth
quarter 2006 restructuring charge of approximately $10-12 million.
(b) Full-year estimates may not total because actual results for each item are not all expected to
be at the lowest or highest end of the expected range.
The Company also announced that it estimates that domestic fleet costs will increase
approximately 10% per vehicle in 2007 compared to 2006. This rate of increase reflects even higher
percentage increases from vehicle manufacturers offset by a series of mitigating actions, including
lengthening projected vehicle hold periods and increasing the risk-vehicle (i.e., vehicles not
subject to manufacturer repurchase programs) portion of the
Companys domestic fleet to 15 - 20% in
2007.
The Company also intends to reduce the impact of rising fleet costs on earnings through higher
rental volumes, increased car rental pricing and rigorous expense controls. As a result, the
Company estimates that its revenues, EBITDA and pretax income will increase in 2007 compared to its
expected 2006 pro forma results. Despite this growth, the Company believes its margins in 2007,
like those in 2006, will be below the levels the Company has achieved in
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prior years and therefore below the levels the Company may be capable of achieving when pricing and
fleet costs normalize to a more balanced position.
Investor Conference Call
Avis Budget Group will host a conference call to discuss third quarter results on Thursday,
November 9, 2006, at 9:00 a.m. (ET). Investors may access the call live at www.avisbudgetgroup.com
or by dialing (719) 785-9449. A web replay will be available at www.avisbudgetgroup.com following
the call. A telephone replay will be available from 2:00 p.m. (ET) on November 9, 2006 until 8:00
p.m. (ET) on November 16, 2006 at (719) 457-0820, access code: 1630349.
About Avis Budget Group, Inc.
Avis Budget Group (NYSE: CAR) is a leading provider of vehicle rental services, with operations in
more than 70 countries. Through its Avis and Budget brands, the company is the largest general-use
vehicle rental company in each of North America, Australia, New Zealand and certain other regions.
Avis Budget Group is headquartered in Parsippany, N.J. and has more than 30,000 employees. For
more information about Avis Budget Group, visit www.avisbudgetgroup.com.
Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Statements
preceded by, followed by or that otherwise include the words believes, expects, anticipates,
intends, projects, estimates, plans, may increase, may fluctuate and similar
expressions or future or conditional verbs such as will, should, would, may and could are
generally forward-looking in nature and not historical facts. Any statements that refer to
expectations or other characterizations of future events, circumstances or results are
forward-looking statements.
Various risks that could cause future results to differ from those expressed by the forward-looking
statements included in this press release include, but are not limited to the high level of
competition in the vehicle rental industry, increased costs for new vehicles, a downturn in airline
passenger traffic, an occurrence or threat of terrorism, a significant increase in interest rates
or borrowing costs, the Companys ability to make changes necessary to operate independently
following completion of the separation in a cost-efficient fashion, risks inherent in the
restructuring of the operations of Budget Truck Rental, including our ability to estimate the
amount and timing of the charge we expect to record in the fourth quarter of 2006, our ability to
complete the calculations required by the transactions related to the separation of Cendant
Corporation in order to meet our planned timing for filing our Form 10-Q for third quarter 2006 and
the timely receipt of additional information from PHH and whether that information is inconsistent
with the information received to date. Other unknown or unpredictable factors also could have
material adverse effects on Avis Budget Groups performance or achievements. In light of these
risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press
release may not occur. You are cautioned not to place undue reliance on these forward-
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looking statements, which speak only as of the date stated, or if no date is stated, as of the date
of this press release. Important assumptions and other important factors that could cause actual
results to differ materially from those in the forward-looking statements are specified in Avis
Budget Groups Quarterly Report on Form 10-Q for the period ended June 30, 2006, included under
headings such as Forward-Looking Statements, Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations. Except for the Companys ongoing
obligations to disclose material information under the federal securities laws, the Company
undertakes no obligation to release publicly any revisions to any forward-looking statements, to
report events or to report the occurrence of unanticipated events unless required by law.
This release includes certain non-GAAP financial measures as defined under SEC rules. As required
by SEC rules, important information regarding such measures is contained on Table 5 to this
release.
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Contacts |
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Media Contacts:
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Investor Contact: |
John Barrows
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David Crowther |
973-496-7865
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973-496-7277 |
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Susan McGowan |
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973-496-3916 |
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# # #
Tables Follow
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Table 1
Avis Budget Group, Inc.
SUMMARY DATA SHEET
(Dollars in millions)
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Third Quarter |
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Nine Months Ended September 30, |
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2006 |
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2005 |
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% Change |
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2006 |
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2005 |
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% Change |
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Income Statement Items |
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Net revenues |
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$ |
1,566 |
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$ |
1,547 |
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1 |
% |
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$ |
4,358 |
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$ |
4,075 |
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7 |
% |
Income (loss) before income taxes |
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(461 |
) |
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8 |
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* |
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(669 |
) |
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5 |
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* |
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As of |
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September |
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December 31, |
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30, 2006 |
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2005 |
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Balance Sheet Items |
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Cash and cash equivalents (A) |
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$ |
379 |
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$ |
546 |
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Vehicles, net |
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7,535 |
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7,509 |
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Debt under vehicle programs |
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6,063 |
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7,909 |
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Corporate debt |
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1,866 |
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3,508 |
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Segment Results
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Third Quarter |
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Nine Months Ended September 30, |
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2006 |
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2005 |
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% Change |
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2006 |
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2005 |
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% Change |
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Net Revenues (B) |
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Domestic Car Rental |
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$ |
1,190 |
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$ |
1,169 |
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2 |
% |
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$ |
3,366 |
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$ |
3,100 |
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9 |
% |
International Car Rental |
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|
222 |
|
|
|
192 |
|
|
|
16 |
% |
|
|
574 |
|
|
|
488 |
|
|
|
18 |
% |
Truck Rental |
|
|
141 |
|
|
|
169 |
|
|
|
(17 |
%) |
|
|
371 |
|
|
|
419 |
|
|
|
(11 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core operating segments |
|
|
1,553 |
|
|
|
1,530 |
|
|
|
2 |
% |
|
|
4,311 |
|
|
|
4,007 |
|
|
|
8 |
% |
Corporate and Other |
|
|
13 |
|
|
|
17 |
|
|
|
* |
|
|
|
47 |
|
|
|
68 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avis Budget Group, Inc. |
|
$ |
1,566 |
|
|
$ |
1,547 |
|
|
|
1 |
% |
|
$ |
4,358 |
|
|
$ |
4,075 |
|
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (C) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Car Rental |
|
$ |
57 |
|
|
$ |
91 |
|
|
|
(37 |
%) |
|
$ |
160 |
|
|
$ |
212 |
|
|
|
(25 |
%) |
International Car Rental |
|
|
44 |
|
|
|
41 |
|
|
|
7 |
% |
|
|
86 |
|
|
|
87 |
|
|
|
(1 |
%) |
Truck Rental |
|
|
20 |
|
|
|
41 |
|
|
|
(51 |
%) |
|
|
40 |
|
|
|
68 |
|
|
|
(41 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core operating segments |
|
|
121 |
|
|
|
173 |
|
|
|
(30 |
%) |
|
|
286 |
|
|
|
367 |
|
|
|
(22 |
%) |
Corporate and Other (D) |
|
|
(194 |
) |
|
|
(73 |
) |
|
|
* |
|
|
|
(355 |
) |
|
|
(169 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avis Budget Group, Inc. |
|
$ |
(73 |
) |
|
$ |
100 |
|
|
|
(173 |
%) |
|
$ |
(69 |
) |
|
$ |
198 |
|
|
|
(135 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA to Pretax Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company EBITDA |
|
$ |
(73 |
) |
|
$ |
100 |
|
|
|
|
|
|
$ |
(69 |
) |
|
$ |
198 |
|
|
|
|
|
Less: Non-vehicle related depreciation and amortization |
|
|
25 |
|
|
|
31 |
|
|
|
|
|
|
|
81 |
|
|
|
87 |
|
|
|
|
|
Non-vehicle related interest expense, net (E) |
|
|
363 |
|
|
|
61 |
|
|
|
|
|
|
|
519 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
$ |
(461 |
) |
|
$ |
8 |
|
|
|
* |
|
|
$ |
(669 |
) |
|
$ |
5 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Not meaningful. |
|
(A) |
|
The balance at September 30, 2006 includes $194 million of cash which will be utilized to pay
separation costs or will be distributed to Realogy and Wyndham. |
|
(B) |
|
For comparability purposes, vehicle rental revenue has been grossed-up by $97 million and $262
million during the three and nine months ended September 30, 2005, respectively, to reflect a
change in accounting presentation during fourth quarter 2005 to be consistent with industry
competitors. This change had no impact on EBITDA. |
|
(C) |
|
See Table 5 for a description of EBITDA. |
|
(D) |
|
Corporate and Other includes separation-related expenses of $147 million and $201 million
during the three and nine months ended September 30, 2006, respectively. Corporate and Other also
includes amounts that were previously allocated to the Companys former subsidiaries now classified
as discontinued operations. |
|
(E) |
|
Includes expense of $313 million related to the early extinguishment of corporate debt for the
three and nine months ended September 30, 2006. |
Table 2
Avis Budget Group, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicle rental |
|
$ |
1,253 |
|
|
$ |
1,242 |
|
|
$ |
3,469 |
|
|
$ |
3,244 |
|
Other |
|
|
313 |
|
|
|
305 |
|
|
|
889 |
|
|
|
831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
1,566 |
|
|
|
1,547 |
|
|
|
4,358 |
|
|
|
4,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
823 |
|
|
|
744 |
|
|
|
2,204 |
|
|
|
1,987 |
|
Vehicle depreciation and lease charges, net |
|
|
383 |
|
|
|
341 |
|
|
|
1,077 |
|
|
|
899 |
|
Selling, general and administrative |
|
|
179 |
|
|
|
275 |
|
|
|
670 |
|
|
|
738 |
|
Vehicle interest, net |
|
|
87 |
|
|
|
87 |
|
|
|
253 |
|
|
|
227 |
|
Non-vehicle related depreciation and amortization |
|
|
25 |
|
|
|
31 |
|
|
|
81 |
|
|
|
87 |
|
Interest on corporate debt, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (A) |
|
|
50 |
|
|
|
61 |
|
|
|
206 |
|
|
|
106 |
|
Early extinguishment of debt |
|
|
313 |
|
|
|
|
|
|
|
313 |
|
|
|
|
|
Separation costs (B) |
|
|
167 |
|
|
|
|
|
|
|
223 |
|
|
|
|
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
2,027 |
|
|
|
1,539 |
|
|
|
5,027 |
|
|
|
4,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
$ |
(461 |
) |
|
$ |
8 |
|
|
$ |
(669 |
) |
|
$ |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
|
Includes $35 million and $65 million of interest expense incurred on
$1,875 million of borrowings of Avis Budget Car Rental, LLC during the
three and nine months ended September 30, 2006, respectively. |
|
(B) |
|
Represents costs we incurred in connection with the execution of the
plan to separate Cendant into four independent companies. For the
three months ended September 30, 2006, we incurred $16 million, $1
million, $3 million and $147 million of such costs within Domestic Car
Rental, International Car Rental, Truck Rental and Corporate and
Other, respectively. For the nine months ended September 30, 2006, we
incurred $18 million, $1 million, $3 million and $201 million of such
costs within Domestic Car Rental, International Car Rental, Truck
Rental and Corporate and Other, respectively. |
Table 3
Avis Budget Group, Inc.
SEGMENT REVENUE DRIVER ANALYSIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter |
|
Nine Months Ended September 30, |
|
|
|
2006 |
|
2005 |
|
% Change |
|
2006 |
|
2005 |
|
% Change |
|
CAR RENTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Car Rental Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Days (000s) (A) |
|
|
24,305 |
|
|
|
25,122 |
|
|
|
(3 |
%) |
|
|
69,251 |
|
|
|
67,434 |
|
|
|
3 |
% |
Time and Mileage Revenue per Day (A) |
|
$ |
40.14 |
|
|
$ |
38.11 |
|
|
|
5 |
% |
|
$ |
39.63 |
|
|
$ |
37.52 |
|
|
|
6 |
% |
Average Rental Fleet |
|
|
344,853 |
|
|
|
353,755 |
|
|
|
(3 |
%) |
|
|
338,678 |
|
|
|
327,823 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Car Rental Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Days (000s) (A) |
|
|
4,019 |
|
|
|
3,598 |
|
|
|
12 |
% |
|
|
10,518 |
|
|
|
9,140 |
|
|
|
15 |
% |
Time and Mileage Revenue per Day (A) |
|
$ |
40.09 |
|
|
$ |
39.10 |
|
|
|
3 |
% |
|
$ |
39.49 |
|
|
$ |
38.99 |
|
|
|
1 |
% |
Average Rental Fleet |
|
|
59,491 |
|
|
|
52,895 |
|
|
|
12 |
% |
|
|
53,593 |
|
|
|
46,055 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Car Rental |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Days (000s) (A) |
|
|
28,324 |
|
|
|
28,720 |
|
|
|
(1 |
%) |
|
|
79,769 |
|
|
|
76,574 |
|
|
|
4 |
% |
Time and Mileage Revenue per Day (A) |
|
$ |
40.13 |
|
|
$ |
38.23 |
|
|
|
5 |
% |
|
$ |
39.62 |
|
|
$ |
37.69 |
|
|
|
5 |
% |
Average Rental Fleet |
|
|
404,344 |
|
|
|
406,650 |
|
|
|
(1 |
%) |
|
|
392,271 |
|
|
|
373,878 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRUCK RENTAL SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Days (000s) (A) |
|
|
1,271 |
|
|
|
1,509 |
|
|
|
(16 |
%) |
|
|
3,484 |
|
|
|
3,943 |
|
|
|
(12 |
%) |
Time and Mileage Revenue per Day (A) |
|
$ |
91.60 |
|
|
$ |
95.53 |
|
|
|
(4 |
%) |
|
$ |
88.61 |
|
|
$ |
90.73 |
|
|
|
(2 |
%) |
Average Rental Fleet |
|
|
30,997 |
|
|
|
32,819 |
|
|
|
(6 |
%) |
|
|
30,832 |
|
|
|
32,248 |
|
|
|
(4 |
%) |
|
|
|
(A) |
|
Rental days and time and mileage revenue per day are
calculated based on the actual usage of the vehicle during a
24-hour period. Our calculation of rental days and time and
mileage revenue per day may not be comparable to the calculation
of similarly-titled statistics by other companies. |
Table 4
Avis Budget Group, Inc.
UNAUDITED PRO FORMA SELECTED FINANCIAL DATA AND ESTIMATES FOR AVIS BUDGET CAR RENTAL, LLC
(In millions)
The following table presents our unaudited pro forma financial data for the
three month periods ended September 30, 2006 and 2005 and twelve months ended
December 31, 2005. The table also includes forward-looking
estimates for the twelve month period ended December 31,
2006, which were previously provided in August, and as discussed in
the press release, full year 2006 results for Avis Budget Car Rental,
LLC are now expected to be much closer to the lower end of the
ranges. All of these financial data are
for Avis Budget Car Rental, LLC and its subsidiaries, the companies that
comprise Avis Budget Group, Inc.s vehicle rental business. The
estimates were
derived from our selected historical financial data and adjusted to give effect
to the following pro forma transactions:
|
|
|
Establishment of a $2.375 billion senior credit facility, of which $856 million was drawn at September 30, 2006 |
|
|
|
|
Issuance of $1.0 billion of senior unsecured notes |
|
|
|
|
Repayment of approximately $1.875 billion of debt under vehicle programs from proceeds of the credit facility and the senior notes |
|
|
|
|
Elimination of interest income related to intercompany balances |
|
|
|
|
Reversal of allocated corporate general overhead costs and inclusion of estimated stand-alone corporate costs |
The unaudited pro forma financial data assume that the pro forma transactions occurred on January 1, 2005. Management
believes that the assumptions used to derive the unaudited pro forma financial data are reasonable under the
circumstances and given the information available. The unaudited pro forma financial data have been provided for
informational purposes only and are not necessarily indicative of the financial condition or results of future
operations or the actual results that would have been achieved had the pro forma transactions occurred on the date
indicated. Please see the Forward-Looking Statements section included elsewhere herein for more information
concerning forward-looking statements or projections.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 Pro Forma |
|
|
2006 Pro Forma |
|
|
|
Third Quarter |
|
|
Fourth Quarter |
|
|
Full Year |
|
|
Third Quarter |
|
|
Full Year(*) |
|
Revenues |
|
$ |
1,530 |
|
|
$ |
1,308 |
|
|
$ |
5,316 |
|
|
$ |
1,553 |
|
|
$ |
5,600-$5,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
186 |
|
|
$ |
83 |
|
|
$ |
497 |
|
|
$ |
141 |
|
|
$ |
400-$440 |
|
Interest on corporate debt (A) |
|
|
35 |
|
|
|
35 |
|
|
|
141 |
|
|
|
36 |
|
|
|
140-145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA less interest on corporate debt (EBTDA) |
|
|
151 |
|
|
|
48 |
|
|
|
356 |
|
|
|
105 |
|
|
|
260-295 |
|
Non-vehicle depreciation and amortization (B) |
|
|
27 |
|
|
|
24 |
|
|
|
98 |
|
|
|
24 |
|
|
|
90-100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pretax income |
|
$ |
124 |
|
|
$ |
24 |
|
|
$ |
258 |
|
|
$ |
81 |
|
|
$ |
165-$200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table and footnotes provide further details on the adjustments made to arrive at the pro forma data.
Reconciliation of Avis Budget Car Rental EBITDA to Avis Budget Car Rental pro forma EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Third Quarter |
|
|
Fourth Quarter |
|
|
Full Year |
|
|
Third Quarter |
|
|
Full Year(*) |
|
Avis Budget Car Rental EBITDA |
|
$ |
173 |
|
|
$ |
72 |
|
|
$ |
439 |
|
|
$ |
121 |
|
|
$ |
390-$430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remove general corporate overhead (C) |
|
|
14 |
|
|
|
14 |
|
|
|
56 |
|
|
|
16 |
|
|
|
64 |
|
Remove vehicle and intercompany interest, net (D) |
|
|
13 |
|
|
|
11 |
|
|
|
58 |
|
|
|
|
|
|
|
8 |
|
Remove
separation costs (E) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
|
|
|
|
Add public
company costs (F) |
|
|
(14 |
) |
|
|
(14 |
) |
|
|
(56 |
) |
|
|
(16 |
) |
|
|
(64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
13 |
|
|
|
11 |
|
|
|
58 |
|
|
|
20 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma EBITDA |
|
$ |
186 |
|
|
$ |
83 |
|
|
$ |
497 |
|
|
$ |
141 |
|
|
$ |
400-$440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Estimates are as of August 2006. Number may not add due to
rounding. |
|
(A) |
|
Represents interest expense on the April financings. |
|
(B) |
|
Includes additional depreciation & amortization associated with assets transferred from the corporate parent of Avis Budget Car Rental
in conjunction with the separation transactions. |
|
(C) |
|
Represents allocated general corporate overhead costs, which will be replaced by stand-alone corporate costs. |
|
(D) |
|
Represents the removal of intercompany interest income on the intercompany balance with the corporate parent of Avis Budget Car Rental
and removal of interest expense related to debt under vehicle programs, as associated debt was repaid with proceeds from the credit
facility and senior notes and impact of increased Truck financing costs due to the separation transaction. |
|
(E) |
|
Full-year 2006 reported estimates exclude the impact of
separation-related expenses and the expected fourth quarter
restructuring charge. |
|
(F) |
|
Estimate of costs to be incurred to operate as a stand-alone public company without Realogy, Wyndham and Travelport. |
Table 5
Avis Budget Group, Inc.
DEFINITIONS AND RECONCILIATIONS OF NON-GAAP MEASURES
The accompanying press release includes certain non-GAAP (generally accepted
accounting principles) financial measures as defined under SEC rules. As
required by SEC rules, we have provided below the reasons we present these
non-GAAP financial measures and a description of what they represent together
with a reconciliation to the most comparable financial measure calculated and
presented in accordance with GAAP.
DEFINITIONS
EBITDA
The accompanying press release presents EBITDA for Avis Budget Car Rental, LLC
(ABCR), which represents income from continuing operations before non-vehicle
related depreciation and amortization, non-vehicle related interest (other than
intercompany interest related to tax benefits and working capital advances) and
income taxes. We believe that EBITDA is useful as a supplemental measure in
evaluating the aggregate performance of our operating businesses. EBITDA is
the measure that is used by our management, including our chief operating
decision maker, to perform such evaluation. It is also a component of our
financial covenant calculations under our credit facilities, subject to certain
adjustments. EBITDA should not be considered in isolation or as a substitute
for net income or other income statement data prepared in accordance with GAAP
and our presentation of EBITDA may not be comparable to similarly-titled
measures used by other companies.
EBITDA excluding separation costs
The accompanying press release presents EBITDA for ABCR, excluding separation
costs. We believe that EBITDA excluding separation costs is useful as a
supplemental measure in evaluating the aggregate performance of our operating
businesses. We exclude separation costs as such costs are not representative
of the results of operations of our core businesses at September 30, 2006.
Additionally, management believes excluding such costs presents our EBITDA for the three and nine months ended September 30, 2006 on
a more comparable basis to the corresponding periods in 2005, thereby providing
greater transparency into the results of operations of our core businesses at
September 30, 2006.
Income before income taxes, excluding separation costs
The accompanying press release presents income before income taxes, excluding separation costs.
We believe that income before income taxes, excluding separation costs is useful as a
supplemental measure in evaluating the aggregate performance of our operating businesses. We
exclude separation costs as such costs are not representative of the results of operations of our
core businesses at September 30, 2006. Additionally, management believes excluding such costs
presents our third quarter 2006 income before income taxes on a more comparable basis to 2005,
thereby providing greater transparency into the results of operations of our core businesses at
September 30, 2006.
RECONCILIATIONS
Reconciliation of Avis Budget Car Rental, LLC EBITDA before separation costs to pretax income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
|
|
|
|
Ended |
|
|
|
Third Quarter |
|
|
September 30, |
|
|
|
2006 |
|
|
2006 |
|
Total Avis Budget Car Rental, LLC EBITDA |
|
$ |
121 |
|
|
$ |
286 |
|
Add: Separation costs |
|
|
20 |
|
|
|
22 |
|
|
|
|
|
|
|
|
EBITDA before separation costs |
|
|
141 |
|
|
|
308 |
|
Less: Non-vehicle related depreciation and amortization |
|
|
23 |
|
|
|
64 |
|
Interest on corporate debt, net |
|
|
33 |
|
|
|
61 |
|
|
|
|
|
|
|
|
Income before income taxes, excluding separation costs |
|
|
85 |
|
|
|
183 |
|
Less: Separation costs |
|
|
20 |
|
|
|
22 |
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
65 |
|
|
$ |
161 |
|
|
|
|
|
|
|
|
Reconciliation of income (loss) before income taxes to income (loss) before income taxes, excluding separation costs
|
|
|
|
|
|
|
Third Quarter |
|
|
|
2006 |
|
Income (loss) before income taxes |
|
$ |
(461 |
) |
Add: Separation costs |
|
|
480 |
|
|
|
|
|
Income (loss) before income taxes, excluding separation costs |
|
$ |
19 |
|
|
|
|
|