ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Index
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Page
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Hertz Global Holdings, Inc. and Subsidiaries (Debtor-in-Possession)
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The Hertz Corporation and Subsidiaries (Debtor-in-Possession)
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Notes to the Condensed Consolidated Financial Statements
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In millions, except par value and share data)
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March 31,
2021
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December 31,
2020
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ASSETS
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Cash and cash equivalents
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$
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1,087
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$
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1,096
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Restricted cash and cash equivalents:
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Vehicle
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119
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50
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Non-vehicle
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1,234
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361
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Total restricted cash and cash equivalents
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1,353
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411
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Total cash, cash equivalents, restricted cash and restricted cash equivalents
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2,440
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1,507
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Receivables:
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Vehicle
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157
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164
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Non-vehicle, net of allowance of $56 and $46, respectively
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636
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613
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Total receivables, net
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793
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777
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Prepaid expenses and other assets
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786
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373
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Revenue earning vehicles:
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Vehicles
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7,919
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7,540
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Less: accumulated depreciation
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(1,559)
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(1,478)
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Total revenue earning vehicles, net
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6,360
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6,062
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Property and equipment, net
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637
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666
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Operating lease right-of-use assets
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1,580
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1,675
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Intangible assets, net
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2,969
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2,992
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Goodwill
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1,045
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1,045
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Assets held for sale
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—
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1,811
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Total assets(a)
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$
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16,610
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$
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16,908
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Accounts payable:
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Vehicle
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$
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141
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$
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29
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Non-vehicle
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390
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389
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Total accounts payable
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531
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418
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Accrued liabilities
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824
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759
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Accrued taxes, net
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161
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121
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Debt:
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Vehicle
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6,286
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6,024
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Non-vehicle
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740
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243
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Total debt
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7,026
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6,267
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Operating lease liabilities
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1,541
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1,636
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Self-insured liabilities
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470
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488
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Deferred income taxes, net
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789
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730
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Total liabilities not subject to compromise
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11,342
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10,419
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Liabilities subject to compromise
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4,978
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4,965
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Liabilities held for sale
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—
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1,431
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Total liabilities(a)
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16,320
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16,815
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Commitments and contingencies
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Stockholders' equity:
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Preferred stock, $0.01 par value, no shares issued and outstanding
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—
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—
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Common stock, $0.01 par value, 158,235,410 shares issued and 156,206,478 shares outstanding at March 31, 2021 and December 31, 2020
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2
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2
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Additional paid-in capital
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3,049
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3,047
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Accumulated deficit
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(2,491)
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(2,681)
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Accumulated other comprehensive income (loss)
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(195)
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(212)
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Treasury stock, at cost, 2,028,932 shares at March 31, 2021 and December 31, 2020
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(100)
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(100)
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Stockholders' equity attributable to Hertz Global
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265
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56
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Noncontrolling interests
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25
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37
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Total stockholders' equity
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290
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93
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Total liabilities and stockholders' equity
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$
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16,610
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$
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16,908
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(a)Hertz Global Holdings, Inc.'s consolidated total assets as of March 31, 2021 and December 31, 2020 include total assets of variable interest entities (“VIEs”) of $513 million and $511 million, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of March 31, 2021 and December 31, 2020 include total liabilities of VIEs of $393 million and $475 million, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Special Purpose Entities" in Note 6, "Debt," and "767 Auto Leasing LLC" in Note 13, "Related Party Transactions," for further information.
The accompanying notes are an integral part of these financial statements.
2
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions, except per share data)
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Three Months Ended
March 31,
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2021
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2020
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Revenues:
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Worldwide vehicle rental
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$
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1,153
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$
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1,749
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All other operations
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136
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174
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Total revenues
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1,289
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1,923
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Expenses:
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Direct vehicle and operating
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827
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1,241
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Depreciation of revenue earning vehicles and lease charges
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243
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677
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Selling, general and administrative
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156
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208
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Interest expense, net:
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Vehicle
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104
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118
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Non-vehicle (excludes contractual interest of $53 million for the three months ended March 31, 2021)
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44
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57
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Total interest expense, net
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148
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175
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Other (income) expense, net
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(3)
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(17)
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Reorganization items, net
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42
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—
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(Gain) from the sale of a business
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(392)
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—
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Total expenses
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1,021
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2,284
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Income (loss) before income taxes
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268
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(361)
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Income tax (provision) benefit
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(79)
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4
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Net income (loss)
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189
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(357)
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Net (income) loss attributable to noncontrolling interests
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1
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1
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Net income (loss) attributable to Hertz Global
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$
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190
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$
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(356)
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Weighted-average shares outstanding:
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Basic
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156
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142
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Diluted
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157
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142
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Earnings (loss) per share:
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Basic earnings (loss) per share
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$
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1.22
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$
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(2.50)
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Diluted earnings (loss) per share
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$
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1.21
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$
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(2.50)
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The accompanying notes are an integral part of these financial statements.
3
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)
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Three Months Ended
March 31,
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2021
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2020
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Net income (loss)
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$
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189
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$
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(357)
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Other comprehensive income (loss):
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Foreign currency translation adjustments
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17
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(41)
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Net gain (loss) on pension and postretirement benefit plans
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—
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1
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Reclassification from other comprehensive income (loss) to other (income) expense for amortization of actuarial net losses
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—
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1
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Total other comprehensive income (loss) before income taxes
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17
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(39)
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Total other comprehensive income (loss)
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17
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(39)
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Total comprehensive income (loss)
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206
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(396)
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Comprehensive (income) loss attributable to noncontrolling interests
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1
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1
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Comprehensive income (loss) attributable to Hertz Global
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$
|
207
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$
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(395)
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The accompanying notes are an integral part of these financial statements.
4
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Unaudited
(In millions)
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Preferred Stock
Shares
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Common Stock Shares
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Common Stock Amount
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Additional
Paid-In Capital
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Accumulated
Deficit
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Accumulated
Other
Comprehensive
Income (Loss)
|
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Treasury Stock Shares
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Treasury Stock Amount
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Stockholders'
Equity
Attributable to
Hertz Global
|
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Non-
controlling Interests
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Total Stockholders' Equity
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Balance as of:
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December 31, 2019
|
—
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|
|
142
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$
|
1
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|
$
|
3,024
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|
|
$
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(967)
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$
|
(189)
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2
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|
$
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(100)
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|
$
|
1,769
|
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$
|
119
|
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$
|
1,888
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|
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Net income (loss)
|
—
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—
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|
—
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—
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(356)
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—
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—
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—
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(356)
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(1)
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|
(357)
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Other comprehensive income (loss)
|
—
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—
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—
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—
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—
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(39)
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—
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—
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(39)
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—
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(39)
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Net settlement on vesting of restricted stock
|
—
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|
—
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|
—
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(2)
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—
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—
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—
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—
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(2)
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—
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(2)
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Contributions from noncontrolling interests
|
—
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|
—
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|
—
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—
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|
|
—
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|
—
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—
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—
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—
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|
1
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|
1
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|
March 31, 2020
|
—
|
|
|
142
|
|
|
$
|
1
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|
|
$
|
3,022
|
|
|
$
|
(1,323)
|
|
|
$
|
(228)
|
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|
2
|
|
|
$
|
(100)
|
|
|
$
|
1,372
|
|
|
$
|
119
|
|
|
$
|
1,491
|
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Preferred Stock
Shares
|
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Stock Shares
|
|
Treasury Stock Amount
|
|
Stockholders'
Equity
Attributable to
Hertz Global
|
|
Non-
controlling Interests
|
|
Total Stockholders' Equity
|
|
Balance as of:
|
|
|
|
|
|
|
December 31, 2020
|
—
|
|
|
156
|
|
|
$
|
2
|
|
|
$
|
3,047
|
|
|
$
|
(2,681)
|
|
|
$
|
(212)
|
|
|
2
|
|
|
$
|
(100)
|
|
|
$
|
56
|
|
|
$
|
37
|
|
|
$
|
93
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
(1)
|
|
|
189
|
|
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11)
|
|
|
(11)
|
|
|
March 31, 2021
|
—
|
|
|
156
|
|
|
$
|
2
|
|
|
$
|
3,049
|
|
|
$
|
(2,491)
|
|
|
$
|
(195)
|
|
|
2
|
|
|
$
|
(100)
|
|
|
$
|
265
|
|
|
$
|
25
|
|
|
$
|
290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
5
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
2021
|
|
2020
|
|
Cash flows from operating activities:
|
|
|
|
|
Net income (loss)
|
$
|
189
|
|
|
$
|
(357)
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
Depreciation and reserves for revenue earning vehicles
|
275
|
|
|
733
|
|
|
Depreciation and amortization, non-vehicle
|
54
|
|
|
53
|
|
|
Amortization of deferred financing costs and debt discount (premium)
|
34
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for receivables allowance
|
29
|
|
|
15
|
|
|
Deferred income taxes, net
|
62
|
|
|
(13)
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash reorganization items, net
|
(15)
|
|
|
—
|
|
|
(Gain) loss from the sale of a business
|
(392)
|
|
|
—
|
|
|
(Gain) loss on sale of non-vehicle capital assets
|
(1)
|
|
|
(21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
2
|
|
|
4
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
Non-vehicle receivables
|
(73)
|
|
|
226
|
|
|
Prepaid expenses and other assets
|
(87)
|
|
|
(61)
|
|
|
Operating lease right-of-use assets
|
78
|
|
|
100
|
|
|
Non-vehicle accounts payable
|
40
|
|
|
(86)
|
|
|
Accrued liabilities
|
62
|
|
|
(59)
|
|
|
Accrued taxes, net
|
36
|
|
|
(14)
|
|
|
Operating lease liabilities
|
(78)
|
|
|
(66)
|
|
|
Self-insured liabilities
|
(15)
|
|
|
(17)
|
|
|
Net cash provided by (used in) operating activities
|
200
|
|
|
449
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Revenue earning vehicles expenditures
|
(1,517)
|
|
|
(4,346)
|
|
|
Proceeds from disposal of revenue earning vehicles
|
686
|
|
|
2,212
|
|
|
Non-vehicle capital asset expenditures
|
(9)
|
|
|
(59)
|
|
|
Proceeds from non-vehicle capital assets disposed of or to be disposed of
|
4
|
|
|
23
|
|
|
Sales of marketable securities
|
—
|
|
|
74
|
|
|
Proceeds from the sale of a business, net of cash sold
|
818
|
|
|
—
|
|
|
Other
|
—
|
|
|
(1)
|
|
|
Net cash provided by (used in) investing activities
|
(18)
|
|
|
(2,097)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from issuance of vehicle debt
|
1,096
|
|
|
3,661
|
|
|
Repayments of vehicle debt
|
(946)
|
|
|
(2,538)
|
|
|
Proceeds from issuance of non-vehicle debt
|
560
|
|
|
1,440
|
|
|
Repayments of non-vehicle debt
|
(1)
|
|
|
(851)
|
|
|
Payment of financing costs
|
(7)
|
|
|
(9)
|
|
|
|
|
|
|
|
Contributions from (distributions to) noncontrolling interests
|
(10)
|
|
|
—
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
6
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
2021
|
|
2020
|
|
Other
|
—
|
|
|
(2)
|
|
|
Net cash provided by (used in) financing activities
|
692
|
|
|
1,701
|
|
|
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
(12)
|
|
|
(4)
|
|
|
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period
|
862
|
|
|
49
|
|
|
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period(1)
|
1,578
|
|
|
1,360
|
|
|
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
|
$
|
2,440
|
|
|
$
|
1,409
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
Interest, net of amounts capitalized:
|
|
|
|
|
Vehicle
|
$
|
69
|
|
|
$
|
103
|
|
|
Non-vehicle
|
30
|
|
|
26
|
|
|
Income taxes, net of refunds
|
(4)
|
|
|
5
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash information:
|
|
|
|
|
Purchases of revenue earning vehicles included in accounts payable, net of incentives
|
$
|
103
|
|
|
$
|
200
|
|
|
Sales of revenue earning vehicles included in vehicle receivables
|
119
|
|
|
1,043
|
|
|
|
|
|
|
|
Purchases of non-vehicle capital assets included in accounts payable
|
6
|
|
|
32
|
|
|
Purchases of non-vehicle capital assets included in liabilities subject to compromise
|
16
|
|
|
—
|
|
|
Revenue earning vehicles and non-vehicle capital assets acquired through capital lease
|
21
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which are held for sale at December 31, 2020, as disclosed in Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
7
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In millions, except par value and share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2021
|
|
December 31,
2020
|
|
ASSETS
|
|
|
|
|
Cash and cash equivalents
|
$
|
1,087
|
|
|
$
|
1,096
|
|
|
Restricted cash and cash equivalents:
|
|
|
|
|
Vehicle
|
119
|
|
|
50
|
|
|
Non-vehicle
|
1,206
|
|
|
333
|
|
|
Total restricted cash and cash equivalents
|
1,325
|
|
|
383
|
|
|
Total cash, cash equivalents, restricted cash and restricted cash equivalents
|
2,412
|
|
|
1,479
|
|
|
Receivables:
|
|
|
|
|
Vehicle
|
157
|
|
|
164
|
|
|
Non-vehicle, net of allowance of $56 and $46, respectively
|
636
|
|
|
613
|
|
|
Total receivables, net
|
793
|
|
|
777
|
|
|
Due from Hertz Holdings
|
1
|
|
|
1
|
|
|
Prepaid expenses and other assets
|
785
|
|
|
372
|
|
|
Revenue earning vehicles:
|
|
|
|
|
Vehicles
|
7,919
|
|
|
7,540
|
|
|
Less: accumulated depreciation
|
(1,559)
|
|
|
(1,478)
|
|
|
Total revenue earning vehicles, net
|
6,360
|
|
|
6,062
|
|
|
Property and equipment, net
|
637
|
|
|
666
|
|
|
Operating lease right-of-use assets
|
1,580
|
|
|
1,675
|
|
|
Intangible assets, net
|
2,969
|
|
|
2,992
|
|
|
Goodwill
|
1,045
|
|
|
1,045
|
|
|
Assets held for sale
|
—
|
|
|
1,811
|
|
|
Total assets(a)
|
$
|
16,582
|
|
|
$
|
16,880
|
|
|
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
|
|
|
|
|
Accounts payable:
|
|
|
|
|
Vehicle
|
$
|
141
|
|
|
$
|
29
|
|
|
Non-vehicle
|
390
|
|
|
389
|
|
|
Total accounts payable
|
531
|
|
|
418
|
|
|
Accrued liabilities
|
825
|
|
|
759
|
|
|
Accrued taxes, net
|
161
|
|
|
121
|
|
|
Debt:
|
|
|
|
|
Vehicle
|
6,286
|
|
|
6,024
|
|
|
Non-vehicle
|
740
|
|
|
243
|
|
|
Total debt
|
7,026
|
|
|
6,267
|
|
|
Operating lease liabilities
|
1,541
|
|
|
1,636
|
|
|
Self-insured liabilities
|
470
|
|
|
488
|
|
|
Deferred income taxes, net
|
793
|
|
|
735
|
|
|
Total liabilities not subject to compromise
|
11,347
|
|
|
10,424
|
|
|
Liabilities subject to compromise
|
5,043
|
|
|
5,030
|
|
|
Liabilities held for sale
|
—
|
|
|
1,431
|
|
|
Total liabilities(a)
|
16,390
|
|
|
16,885
|
|
|
Commitments and contingencies
|
|
|
|
|
Stockholder's equity (deficit):
|
|
|
|
|
Common stock, $0.01 par value, 100 and 100 shares issued and outstanding, respectively
|
—
|
|
|
—
|
|
|
Additional paid-in capital
|
3,955
|
|
|
3,953
|
|
|
|
|
|
|
|
Accumulated deficit
|
(3,593)
|
|
|
(3,783)
|
|
|
Accumulated other comprehensive income (loss)
|
(195)
|
|
|
(212)
|
|
|
Stockholder's equity (deficit) attributable to Hertz
|
167
|
|
|
(42)
|
|
|
Noncontrolling interests
|
25
|
|
|
37
|
|
|
Total stockholder's equity (deficit)
|
192
|
|
|
(5)
|
|
|
Total liabilities and stockholder's equity (deficit)
|
$
|
16,582
|
|
|
$
|
16,880
|
|
(a)The Hertz Corporation's consolidated total assets as of March 31, 2021 and December 31, 2020 include total assets of VIEs of $513 million and $511 million, respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of March 31, 2021 and December 31, 2020 include total liabilities of VIEs of $393 million and $475 million, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Special Purpose Entities" in Note 6, "Debt," and "767 Auto Leasing LLC" in Note 13, "Related Party Transactions," for further information.
The accompanying notes are an integral part of these financial statements.
8
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Worldwide vehicle rental
|
$
|
1,153
|
|
|
$
|
1,749
|
|
|
|
|
|
|
All other operations
|
136
|
|
|
174
|
|
|
|
|
|
|
Total revenues
|
1,289
|
|
|
1,923
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Direct vehicle and operating
|
827
|
|
|
1,241
|
|
|
|
|
|
|
Depreciation of revenue earning vehicles and lease charges
|
243
|
|
|
677
|
|
|
|
|
|
|
Selling, general and administrative
|
156
|
|
|
208
|
|
|
|
|
|
|
Interest expense, net:
|
|
|
|
|
|
|
|
|
Vehicle
|
104
|
|
|
118
|
|
|
|
|
|
|
Non-vehicle (excludes contractual interest of $53 million for the three months ended March 31, 2021)
|
44
|
|
|
55
|
|
|
|
|
|
|
Total interest expense, net
|
148
|
|
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense, net
|
(3)
|
|
|
(17)
|
|
|
|
|
|
|
Reorganization items, net
|
42
|
|
|
—
|
|
|
|
|
|
|
(Gain) from the sale of a business
|
(392)
|
|
|
—
|
|
|
|
|
|
|
Total expenses
|
1,021
|
|
|
2,282
|
|
|
|
|
|
|
Income (loss) before income taxes
|
268
|
|
|
(359)
|
|
|
|
|
|
|
Income tax (provision) benefit
|
(79)
|
|
|
3
|
|
|
|
|
|
|
Net income (loss)
|
189
|
|
|
(356)
|
|
|
|
|
|
|
Net (income) loss attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
|
|
|
|
Net income (loss) attributable to Hertz
|
$
|
190
|
|
|
$
|
(355)
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
9
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
Net income (loss)
|
$
|
189
|
|
|
$
|
(356)
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
17
|
|
|
(41)
|
|
|
|
|
|
|
Net gain (loss) on pension and postretirement benefit plans
|
—
|
|
|
1
|
|
|
|
|
|
|
Reclassification from other comprehensive income (loss) to other (income) expense for amortization of actuarial net losses
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) before income taxes
|
17
|
|
|
(39)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
17
|
|
|
(39)
|
|
|
|
|
|
|
Total comprehensive income (loss)
|
206
|
|
|
(395)
|
|
|
|
|
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Hertz Global
|
$
|
207
|
|
|
$
|
(394)
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
10
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
Unaudited
(In millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Additional
Paid-In Capital
|
|
Due From Affiliate
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Stockholder's Equity Attributable to Hertz
|
|
Noncontrolling Interests
|
|
Total Stockholder's Equity
|
|
Balance as of:
|
|
|
|
|
|
|
|
|
December 31, 2019
|
100
|
|
|
$
|
—
|
|
|
$
|
3,955
|
|
|
$
|
(64)
|
|
|
$
|
(1,937)
|
|
|
$
|
(189)
|
|
|
$
|
1,765
|
|
|
$
|
119
|
|
|
$
|
1,884
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355)
|
|
|
—
|
|
|
(355)
|
|
|
(1)
|
|
|
(356)
|
|
|
Due from Hertz Holdings
|
—
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
—
|
|
|
(3)
|
|
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39)
|
|
|
(39)
|
|
|
—
|
|
|
(39)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
March 31, 2020
|
100
|
|
|
$
|
—
|
|
|
$
|
3,955
|
|
|
$
|
(67)
|
|
|
$
|
(2,292)
|
|
|
$
|
(228)
|
|
|
$
|
1,368
|
|
|
$
|
119
|
|
|
$
|
1,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Additional
Paid-In Capital
|
|
|
|
Accumulated
Deficit
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
Stockholder's Equity Attributable to Hertz
|
|
Noncontrolling Interests
|
|
Total Stockholder's Equity (Deficit)
|
|
Balance as of:
|
|
|
|
|
|
|
|
|
December 31, 2020
|
100
|
|
|
$
|
—
|
|
|
$
|
3,953
|
|
|
|
|
$
|
(3,783)
|
|
|
$
|
(212)
|
|
|
$
|
(42)
|
|
|
$
|
37
|
|
|
$
|
(5)
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
190
|
|
|
—
|
|
|
190
|
|
|
(1)
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
Stock-based compensation charges
|
—
|
|
|
—
|
|
|
2
|
|
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11)
|
|
|
(11)
|
|
|
March 31, 2021
|
100
|
|
|
$
|
—
|
|
|
$
|
3,955
|
|
|
|
|
$
|
(3,593)
|
|
|
$
|
(195)
|
|
|
$
|
167
|
|
|
$
|
25
|
|
|
$
|
192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
11
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
2021
|
|
2020
|
|
Cash flows from operating activities:
|
|
|
|
|
Net income (loss)
|
$
|
189
|
|
|
$
|
(356)
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
Depreciation and reserves for revenue earning vehicles
|
275
|
|
|
733
|
|
|
Depreciation and amortization, non-vehicle
|
54
|
|
|
53
|
|
|
Amortization of deferred financing costs and debt discount (premium)
|
34
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for receivables allowance
|
29
|
|
|
15
|
|
|
Deferred income taxes, net
|
62
|
|
|
(12)
|
|
|
Non-cash reorganization items, net
|
(15)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss from the sale of a business
|
(392)
|
|
|
—
|
|
|
(Gain) loss on sale of non-vehicle capital assets
|
(1)
|
|
|
(21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
2
|
|
|
3
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
Non-vehicle receivables
|
(73)
|
|
|
226
|
|
|
Prepaid expenses and other assets
|
(87)
|
|
|
(61)
|
|
|
Operating lease right-of-use assets
|
78
|
|
|
100
|
|
|
Non-vehicle accounts payable
|
40
|
|
|
(86)
|
|
|
Accrued liabilities
|
62
|
|
|
(59)
|
|
|
Accrued taxes, net
|
36
|
|
|
(14)
|
|
|
Operating lease liabilities
|
(78)
|
|
|
(66)
|
|
|
Self-insured liabilities
|
(15)
|
|
|
(17)
|
|
|
Net cash provided by (used in) operating activities
|
200
|
|
|
450
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Revenue earning vehicles expenditures
|
(1,517)
|
|
|
(4,346)
|
|
|
Proceeds from disposal of revenue earning vehicles
|
686
|
|
|
2,212
|
|
|
Non-vehicle capital asset expenditures
|
(9)
|
|
|
(59)
|
|
|
Proceeds from non-vehicle capital assets disposed of or to be disposed of
|
4
|
|
|
23
|
|
|
Sales of marketable securities
|
—
|
|
|
74
|
|
|
Proceeds from the sale of a business, net of cash sold
|
818
|
|
|
—
|
|
|
Other
|
—
|
|
|
(1)
|
|
|
Net cash provided by (used in) investing activities
|
(18)
|
|
|
(2,097)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from issuance of vehicle debt
|
1,096
|
|
|
3,661
|
|
|
Repayments of vehicle debt
|
(946)
|
|
|
(2,538)
|
|
|
Proceeds from issuance of non-vehicle debt
|
560
|
|
|
1,440
|
|
|
Repayments of non-vehicle debt
|
(1)
|
|
|
(851)
|
|
|
Payment of financing costs
|
(7)
|
|
|
(9)
|
|
|
Advances to Hertz Holdings
|
—
|
|
|
(3)
|
|
The accompanying notes are an integral part of these financial statements.
12
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
2021
|
|
2020
|
|
Contributions from (distributions to) noncontrolling interests
|
(10)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
692
|
|
|
1,700
|
|
|
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
(12)
|
|
|
(4)
|
|
|
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period
|
862
|
|
|
49
|
|
|
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period(1)
|
1,550
|
|
|
1,360
|
|
|
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
|
$
|
2,412
|
|
|
$
|
1,409
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
Interest, net of amounts capitalized:
|
|
|
|
|
Vehicle
|
$
|
69
|
|
|
$
|
103
|
|
|
Non-vehicle
|
30
|
|
|
26
|
|
|
Income taxes, net of refunds
|
(4)
|
|
|
5
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash information:
|
|
|
|
|
Purchases of revenue earning vehicles included in accounts payable, net of incentives
|
$
|
103
|
|
|
$
|
200
|
|
|
Sales of revenue earning vehicles included in vehicle receivables
|
119
|
|
|
1,043
|
|
|
|
|
|
|
|
Purchases of non-vehicle capital assets included in accounts payable
|
6
|
|
|
32
|
|
|
Revenue earning vehicles and non-vehicle capital assets acquired through capital leases
|
21
|
|
|
4
|
|
|
Purchases of non-vehicle capital assets included in liabilities subject to compromise
|
16
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which are held for sale at December 31, 2020, as disclosed in Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
13
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1—Background
Hertz Global Holdings, Inc. ("Hertz Global" when including its subsidiaries and VIEs and "Hertz Holdings" when excluding its subsidiaries and VIEs) was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns The Hertz Corporation ("Hertz" and interchangeably with Hertz Global, the "Company"), Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918. Hertz operates its vehicle rental business globally primarily through the Hertz, Dollar and Thrifty brands from company-owned, licensee and franchisee locations in the United States ("U.S."), Africa, Asia, Australia, Canada, the Caribbean, Europe, Latin America, the Middle East and New Zealand. The Company also sells vehicles through Hertz Car Sales and operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets. As disclosed in Note 3, "Divestitures," on March 30, 2021 the Company completed the previously announced sale of substantially all of the assets and certain liabilities of its Donlen subsidiary (the "Donlen Sale"), a business which provides vehicle leasing and fleet management services.
Voluntary Petitions for Bankruptcy
In March 2020, the World Health Organization declared COVID-19 a global pandemic. In response to COVID-19, local and national governments around the world instituted shelter-in-place and similar orders and travel restrictions, and airline and other travel decreased suddenly and dramatically. As a result of the impact on travel demand, late in the first quarter of 2020, the Company experienced a high level of rental cancellations and a significant decline in forward bookings. In response, the Company began aggressive actions to eliminate costs. However, it faced significant ongoing expenses.
On May 22, 2020 (the "Petition Date"), Hertz Global, Hertz and certain of their direct and indirect subsidiaries in the U.S. and Canada (collectively the "Debtors" and the "Debtors-in-Possession") filed voluntary petitions for relief (collectively, the "Petitions") under chapter 11 of title 11 ("Chapter 11") of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Chapter 11 cases (the "Chapter 11 Cases") are being jointly administered for procedural purposes only under the caption In re The Hertz Corporation, et al., Case No. 20-11218 (MFW).
The Debtors filed with the Bankruptcy Court a proposed Joint Chapter 11 Plan of Reorganization of the Debtors, dated as of March 1, 2021, and a related proposed Disclosure Statement. The Debtors subsequently filed with the Bankruptcy Court a proposed First Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of March 29, 2021; a proposed Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of April 3, 2021; a proposed Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of April 10, 2021; a proposed Second Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, dated as of April 14, 2021 and April 15, 2021, respectively; a proposed Third Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of April 16, 2021; and a proposed Fourth Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of April 21, 2021, which Disclosure Statement the Debtors further updated on April 21, 2021. On April 22, 2021, the Debtors filed the solicitation version of the Fourth Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors (the "Proposed Plan"), and the solicitation version of the Disclosure Statement (the "Disclosure Statement").
The Disclosure Statement describes, among other things, the events leading to the Chapter 11 Cases; the Debtors contemplated financial restructuring (the “Restructuring”); the proposed plan of reorganization; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the solicitation of votes to approve the Proposed Plan from certain of the Debtors’ stakeholders; certain risk factors related to the Plan, certain tax considerations, and certain other aspects of the Restructuring. The Disclosure Statement and solicitation
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
procedures with respect to the Proposed Plan was approved by the Bankruptcy Court at a hearing held on April 21, 2021 and an order to that effect was entered on April 22, 2021. The Proposed Plan is now subject to a vote by the Debtors' stakeholders and a subsequent confirmation hearing of the Bankruptcy Court, currently scheduled for June 10, 2021. In addition to approval by the Bankruptcy Court, consummation of the Proposed Plan remains subject to the satisfaction of other conditions.
Under the Proposed Plan, Centerbridge Partners, L.P., Warburg Pincus LLC, and Dundon Capital Partners, LLC (collectively, the "PE Sponsors") and certain holders of over 85% of the Debtors' unsecured notes (the "Supporting Noteholders," and together with the PE Sponsors the "Plan Sponsors") have committed to provide equity capital to fund the Debtors' exit from Chapter 11 as reflected in definitive executed documents, including (1) an Equity Purchase and Commitment Agreement (the "EPCA"), (2) a Plan Support Agreement and (3) a Bridge Financing Commitment for Hertz International Ltd. (collectively, along with the Proposed Plan and the Disclosure Statement, the "Transaction Documents"). Under the Proposed Plan, the Debtors anticipate exiting from Chapter 11 with approximately $2.2 billion of global liquidity (inclusive of capacity under the anticipated exit revolving credit facility) and only $1.3 billion in non-vehicle debt (exclusive of ABS facilities and a revolving credit facility).
The Proposed Plan is supported by the Supporting Noteholders, which comprise the vast majority of creditors in the largest class of claims that are voting on the Proposed Plan and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases. As set forth in the Transaction Documents:
•the Proposed Plan will raise approximately $3.9 billion in cash proceeds, comprised of:
◦$565 million from the purchase of common stock in the reorganized entity by the Plan Sponsors;
◦$1.6 billion from the purchase of common stock pursuant to the rights offering contemplated by the Proposed Plan, which the Plan Sponsors have committed to ensure is fully funded pursuant to the terms of the EPCA;
◦$385 million from the purchase of preferred stock by plan sponsors Centerbridge Partners, L.P. and Warburg Pincus LLC; and
◦$1.3 billion in proceeds from the Company's anticipated new exit term loan facility.
•Such cash proceeds will be used, in part, to provide the following distributions to the Company's stakeholders pursuant to the terms of the Proposed Plan:
◦administrative priority and secured claims will be paid in cash in full;
◦the holders of the Company's €725 million European Vehicle Notes will be paid in cash in full;
◦the holders of claims with respect to the unsecured Senior Notes and holders of claims with respect to the Alternative Letter of Credit Facility will receive approximately 48.2% of the equity in the reorganized entity and the right to purchase an additional $1.6 billion of equity in the reorganized entity;
◦the holders of general unsecured claims will receive cash payments of not more than $550 million in the aggregate, which the Company estimates will provide a recovery of approximately 100 percent; and
◦the Company's existing equity will be cancelled and existing equity holders will receive new six-year warrants to purchase, in the aggregate 4%, of the reorganized entity's common stock, subject to certain conditions, with an exercise price to be determined based on an equity value of the reorganized entity of $6.1 billion.
In light of continuing interest from an alternative potential plan sponsorship group, consisting of Certares Opportunities LLC (“Certares”), Knighthead Capital Management, LLC (“Knighthead”), Apollo Capital Management, LP (“Apollo”), and certain of each of their affiliates (together with Certares, Knighthead, and Apollo the “Alternative Sponsor Group”), on April 28, 2021, the Bankruptcy Court entered an order (the “Bid Procedures Order”), among other things, establishing bidding and auction procedures relating to the submission of alternative plan proposals.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
On May 2, 2021, the Alternative Sponsor Group submitted an alternative plan proposal to the Debtors (the “Alternative Plan Proposal”).
On May 4, 2021, the Company determined that the Alternative Plan Proposal constitutes a “Superior Proposal” as that term is defined under the Debtors’ EPCA with the Plan Sponsors dated as of April 3, 2021 and approved by the Bankruptcy Court on April 22, 2021. Pursuant to the Bid Procedures Order, the Plan Sponsors will have until 5:00 p.m., Eastern Time, on May 7, 2021 to indicate if they intend to counter the Alternative Plan Proposal. If the Plan Sponsors determine to counter the Alternative Plan Proposal, an auction (the “Auction”) will be conducted on May 10, 2021. A hearing before the Bankruptcy Court to approve the results of the Auction along with supplemental solicitation materials, if any, will be conducted on May 14, 2021.
This Quarterly Report on Form 10-Q is not a solicitation of votes to accept or reject the Proposed Plan. Information contained in the Proposed Plan and the Disclosure Statement is subject to change, whether as a result of additional amendments or supplements to the Proposed Plan or Disclosure Statement or otherwise. The documents and other information available via website or elsewhere are not part of this Quarterly Report on Form 10-Q and shall not be deemed incorporated herein.
Debtors-In-Possession
The Debtors are currently operating as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as debtors-in-possession under the Bankruptcy Code, the Debtors are authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court.
Automatic Stay
Subject to certain specific exceptions under the Bankruptcy Code, the Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to obligations of the Debtors incurred prior to the Petition Date ("Pre-petition"). Substantially all of the Debtors’ Pre-petition liabilities are subject to resolution as provided in the Bankruptcy Code.
Potential Claims
The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. As part of the Chapter 11 Cases, parties believing that they have claims or causes of action against the Debtors may file proofs of claim evidencing such claims. Certain holders of Pre-petition claims that are not governmental units were required to file proofs of claim by the deadline for general claims, which was on October 21, 2020 (the “Bar Date”).
The Debtors' have received approximately 15,000 proofs of claim for an amount of approximately $104.9 billion. Such amount includes duplicate claims across multiple debtor legal entities. These claims are in the process of being reconciled to amounts recorded in the Company's accounting records. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. As a result of this process, the Company may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. As of the filing of this Quarterly Report on Form 10-Q, the Company’s assessment of the validity of claims received has not been completed, but the Company does not anticipate that the amount of such claims will exceed the $550 million in cash, plus the net proceeds of certain claims of the Company, currently contemplated under the Proposed Plan. In light of the substantial number of claims filed, and expected to be filed, the claims resolution process may take considerable
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
time to complete and likely will continue after the Debtors emerge from bankruptcy. For additional information on the anticipated claims settlement process, please refer to the Disclosure Statement.
Borrowing Capacity and Availability
The filing of the Chapter 11 Cases constituted defaults, termination events and/or amortization events with respect to certain of the Company's existing debt obligations. As a result of the filing of the Chapter 11 Cases, the remaining capacity under almost all of the Company's revolving credit facilities was terminated, as disclosed in Note 6, "Debt." Consequently, the proceeds of sales of vehicles which serve as collateral for such vehicle finance facilities must be applied to the payment of the related indebtedness of the Non-Debtor Financing Subsidiaries (as defined in Note 6, "Debt") and are not otherwise available to fund the Company’s operations. Additionally, the Company is precluded from accessing any of its subordinated investment in the vehicle collateral until the related defaults are waived or the third party funding under those facilities has been retired, either through the monetization of the underlying collateral or the refinancing of the related indebtedness. Additionally, proceeds from vehicle receivables, excluding manufacturer rebates, as of March 31, 2021 and ongoing vehicle sales must be applied to vehicle debt in amortization.
The Company had waivers related to the filing of the Chapter 11 Cases under its European ABS and U.K. Financing Facility which, in April 2021, have been superseded by a comprehensive restructuring of each the European ABS and U.K. Financing Facility, as disclosed in Note 6, "Debt."
The Company's inability to retain any proceeds from the sale of vehicles under its U.S. ABS programs means that its sources of liquidity are primarily its unrestricted cash and unrestricted cash equivalents on hand, cash generated from its operations and up to $800 million from its debtor-in-possession financing facility (the "DIP Credit Agreement"). As of March 31, 2021, the Company had total liquidity of $1.7 billion comprised of $900 million of remaining, committed availability under the DIP Credit Agreement and $812 million of unrestricted cash and unrestricted cash equivalents, net of the $275 million minimum liquidity requirement under the DIP Credit Agreement, which the Company believes will be sufficient to fund its operations through approximately March 31, 2022, assuming it does not experience any unforeseen liquidity needs before then, which could result in the utilization of the liquidity in advance of March 31, 2022.
On January 13, 2021, the Bankruptcy Court entered an order authorizing the Debtors to enter into a Canadian fleet financing facility up to CAD$400 million. On January 27, 2021, TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly-owned, special purpose subsidiary of Hertz, entered into the Funding LP Series 2021-A which provides for aggregate maximum borrowings of CAD$350 million on a revolving basis. Subject to initial availability, the initial draw of CAD$120 million was used to pay the outstanding obligations under the Funding LP Series 2015-A Notes, including any unpaid default interest.
On January 20, 2021, the Bankruptcy Court authorized an extension (the "Second Lease Order") of the July 24, 2020 order related to the Company's Amended and Restated Master Motor Vehicle Operating and Servicing Agreement (Series 2013 G1) (the "Operating Lease"), which extends the forbearance period related to Operating Lease to September 30, 2021, provided that the Debtors dispose of 121,510 lease vehicles, at least 113,381 of which will be non-program vehicles, and reach a minimum cumulative vehicle disposition proceeds of $2.0 billion by September 30, 2021. Additionally, the Second Lease Order directed the Debtors to (i) have no more than 157,262 lease vehicles by September 30, 2021 and (ii) make $756 million of base rent payments under the Operating Lease to the Hertz Vehicle Financing ("HVF") trustee in the amount of nine equal monthly payments of $84 million commencing in the period January 2021 through September 2021. Of the 121,510 lease vehicles that the Debtors are obligated to dispose of, as of March 31, 2021 the Debtors have disposed approximately 14,000 lease vehicles, of which 9,000 were non-program vehicles.
In the first quarter of 2021, the Bankruptcy Court authorized the rejection of certain unexpired leases (the "Lease Rejection Orders") comprised of 278 off airport and 26 airport locations in the Company's U.S. RAC segment. See Note 7, "Leases," for further details.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
On April 15, 2021, the Company obtained commitments with respect to a senior secured revolving credit facility in an aggregate committed amount of up to $1.5 billion and a senior term loan facility in an aggregate principal amount of $1.3 billion. See Note 6, "Debt," for additional information.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement a plan of reorganization, among other factors, and the realization of assets and the satisfaction of liabilities are subject to uncertainty. Further, any plan of reorganization could materially change the amounts of assets and liabilities reported in the accompanying unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of the Company's financial condition, defaults under certain debt agreements as disclosed in Note 6, "Debt," and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that the Company will be able to continue as a going concern for one year from the issuance date of this Quarterly Report on Form 10-Q.
Note 2—Basis of Presentation and Recently Issued Accounting Pronouncements
Basis of Presentation
This Quarterly Report on Form 10-Q combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2021 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes, therefore, disclosures that relate to activities of Hertz also apply to Hertz Global. In the sections that combine disclosure of Hertz Global and Hertz, this report refers to actions as being actions of the Company, or Hertz Global, which is appropriate because the business is one enterprise and Hertz Global operates the business through Hertz. When appropriate, Hertz Global and Hertz are named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are separately disclosed and explained.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company's vehicle rental operations are typically a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months for the majority of countries where the Company generates revenues.
Effective on the Petition Date, the Company applied accounting standards applicable to reorganizations, Accounting Standards Codification 852 - Reorganizations, in preparing the accompanying unaudited condensed consolidated balance sheet as of December 31, 2020 and the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2021 which requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, Pre-petition obligations of the Debtors that may be impacted by the Chapter 11 Cases have been classified as liabilities subject to compromise in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See Note 15, "Liabilities Subject to Compromise," for additional information. In addition, certain charges related to the Chapter 11 Cases are recorded as reorganization items, net in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2021. See Note 16, "Reorganization Items, Net," for additional information.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.
The December 31, 2020 unaudited condensed consolidated balance sheet data is derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with information included in the Company's Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC") on February 26, 2021.
Principles of Consolidation
The unaudited condensed consolidated financial statements of Hertz Global include the accounts of Hertz Global, its wholly owned and majority owned U.S. and international subsidiaries and its VIEs, as applicable. The unaudited condensed consolidated financial statements of Hertz include the accounts of Hertz, its wholly owned and majority owned U.S. and international subsidiaries and its VIEs, as applicable. The Company consolidates a VIE when it is deemed the primary beneficiary of the VIE. The Company accounts for its investment in joint ventures using the equity method when it has significant influence but not control and is not the primary beneficiary of the joint venture. All significant intercompany transactions have been eliminated in consolidation.
Recently Issued Accounting Pronouncements
Not Yet Adopted
Scope of Reference Rate Reform
In January 2021, the Financial Accounting Standards Board ("FASB") issued guidance that clarifies that entities with derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment due to reference rate reform may elect to apply certain optional expedients and exceptions, including contract modification relief, provided in Topic 848. Entities may elect to apply the guidance on contract modifications either (1) retrospectively as of any date from the beginning of any interim period that includes March 12, 2020 or (2) prospectively to new modifications from any date in an interim period that includes or is after January 7, 2021, up to the date that financial statements are available to be issued. The Company is in the process of assessing the available expedients and exceptions and, if applicable, the method and timing of adoption.
Note 3—Divestitures
Donlen Sale
On March 30, 2021, the Company completed the previously announced Donlen Sale. The Company recognized a pre-tax gain in its corporate operations of $392 million, net of the impact of foreign currency adjustments, based on the difference in cash proceeds received of $891 million less $543 million net book value of assets sold plus a $45 million receivable in connection with the sale recorded in prepaid expenses and other assets in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2021. The proceeds from the sale are subject to certain post-closing adjustments based on the level of assumed indebtedness, working capital and fleet equity which the Company expects to be finalized during the second quarter of 2021. On March 30, 2021, the Company and the buyer entered into a transition services agreement which provides for certain transitional services in connection with the Donlen Sale.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Sale of Non-vehicle Capital Assets
During the first quarter of 2020, the Company received additional cash from the sale of certain non-vehicle capital assets in its U.S. Rental Car segment, which was completed in the fourth quarter of 2019, and recognized an additional $20 million pre-tax gain on the sale, which is included in other (income) expense, net in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2020.
Sale of Marketable Securities
During the first quarter of 2020, the Company sold marketable securities for $74 million and recognized an immaterial gain on the sale in its corporate operations, which is included in other (income) expense, net in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2020.
Note 4—Revenue Earning Vehicles
The components of revenue earning vehicles, net are as follows:
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(In millions)
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March 31,
2021
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|
December 31,
2020
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|
Revenue earning vehicles
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$
|
7,800
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|
|
$
|
7,492
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|
|
Less accumulated depreciation
|
(1,520)
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|
|
(1,467)
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|
|
|
6,280
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|
|
6,025
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|
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Revenue earning vehicles held for sale, net(1)
|
80
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|
|
37
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|
|
Revenue earning vehicles, net
|
$
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6,360
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|
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$
|
6,062
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(1) Represents the carrying amount of vehicles currently placed on the Company's retail lots for sale or actively in the process of being sold through other disposition channels.
Note 5—Goodwill and Intangible Assets, Net
Recoverability of Goodwill and Indefinite-lived Intangible Assets
As of March 31, 2021, the Company quantitatively tested the recoverability of its goodwill and indefinite-lived intangible assets in the International RAC segment due to continued adverse impacts from COVID-19 and the Company's reduction in cash flow projections. The quantitative fair value test utilized the Company's most recent cash flow projections, including a range of potential outcomes, along with a long-term growth rate of 1% and a range of discount rates between 13% and 15%. Based on the quantitative tests, no impairments were recorded in the first quarter of 2021. However, the fair value of certain tradenames, which are indefinite-lived intangible assets, were in excess by 6% of the carrying value of $540 million. As a result of the foregoing considerations, along with the consideration of other indicators noted in Accounting Standards Codification 350 – Intangibles, Goodwill and Other (“ASC 350”), the Company concluded there were no indicators of impairment triggered for the U.S. RAC segment in the first quarter of 2021.
Further deterioration in the general economic conditions in the travel industry, the Company’s cash flows and the Company's ability to obtain future financing to maintain its fleet or the weighted average cost of capital assumptions may result in an impairment charge to earnings in future quarters. The Company will continue to closely monitor actual results versus its expectations as well as any significant changes in the Company's expected timing of emergence from bankruptcy, market events or conditions, including the impact of COVID-19 on the Company's business and the travel industry, and the resulting impact to its assumptions about future estimated cash flows and the weighted average cost of capital. If the Company's expectations of the operating results, both in magnitude or
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
timing, do not materialize, or if its weighted average cost of capital increases, the Company may be required to record goodwill and indefinite-lived intangible asset impairment charges, which could be material.
Note 6—Debt
The Company's debt, including its available credit facilities, consists of the following ($ in millions):
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Facility
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Weighted-Average Interest Rate
as of
March 31, 2021
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Fixed or
Floating
Interest
Rate
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Maturity
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March 31,
2021
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December 31,
2020
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Non-Vehicle Debt
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Senior Secured Superpriority Debtor-in-Possession Credit Agreement
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8.25%
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Floating
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12/2021
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|
$
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750
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$
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250
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Other Non-Vehicle Debt
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8.25%
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Fixed
|
|
Various
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16
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18
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Unamortized Debt Issuance Costs and Net (Discount) Premium
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(26)
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(25)
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Total Non-Vehicle Debt Not Subject to Compromise
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|
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740
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|
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243
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Non-Vehicle Debt Subject to Compromise
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Senior Term Loan
|
|
3.50%
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|
Floating
|
|
6/2023
|
|
656
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656
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Senior RCF
|
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3.38%
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Floating
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6/2021
|
|
615
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615
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Senior Notes(1)
|
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6.11%
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Fixed
|
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10/2022-1/2028
|
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2,700
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2,700
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Senior Second Priority Secured Notes
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7.63%
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Fixed
|
|
6/2022
|
|
350
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|
350
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Promissory Notes
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7.00%
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Fixed
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1/2028
|
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27
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27
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Alternative Letter of Credit Facility(2)
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5.25%
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Floating
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11/2023
|
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142
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114
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Senior RCF Letter of Credit Facility
|
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5.50%
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Floating
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6/2021
|
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34
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17
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Letter of Credit Facility
|
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5.50%
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Floating
|
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6/2021
|
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23
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—
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Unamortized Debt Issuance Costs and Net (Discount) Premium
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(36)
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(36)
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Total Non-Vehicle Debt Subject to Compromise
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4,511
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4,443
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Vehicle Debt
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HVF II U.S. ABS Program
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HVF II U.S. Vehicle Variable Funding Notes
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|
|
HVF II Series 2013-A(3)(4)
|
|
3.41%
|
|
Floating
|
|
3/2022
|
|
1,665
|
|
|
1,940
|
|
|
|
|
|
|
|
|
|
|
1,665
|
|
|
1,940
|
|
|
HVF II U.S. Vehicle Medium Term Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HVF II Series 2015-3(4)
|
|
3.78%
|
|
Fixed
|
|
9/2020
|
|
144
|
|
|
163
|
|
|
HVF II Series 2016-2(4)
|
|
4.12%
|
|
Fixed
|
|
3/2021
|
|
232
|
|
|
263
|
|
|
HVF II Series 2016-4(4)
|
|
3.78%
|
|
Fixed
|
|
7/2021
|
|
165
|
|
|
187
|
|
|
HVF II Series 2017-1(4)
|
|
4.03%
|
|
Fixed
|
|
10/2020
|
|
176
|
|
|
199
|
|
|
HVF II Series 2017-2(4)
|
|
4.45%
|
|
Fixed
|
|
10/2022
|
|
145
|
|
|
164
|
|
|
HVF II Series 2018-1(4)
|
|
3.93%
|
|
Fixed
|
|
2/2023
|
|
414
|
|
|
468
|
|
|
HVF II Series 2018-2(4)
|
|
4.40%
|
|
Fixed
|
|
6/2021
|
|
84
|
|
|
94
|
|
|
HVF II Series 2018-3(4)
|
|
4.69%
|
|
Fixed
|
|
7/2023
|
|
84
|
|
|
95
|
|
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Weighted-Average Interest Rate
as of
March 31, 2021
|
|
Fixed or
Floating
Interest
Rate
|
|
Maturity
|
|
March 31,
2021
|
|
December 31,
2020
|
|
HVF II Series 2019-1(4)
|
|
4.45%
|
|
Fixed
|
|
3/2022
|
|
292
|
|
|
330
|
|
|
HVF II Series 2019-2(4)
|
|
4.05%
|
|
Fixed
|
|
5/2024
|
|
313
|
|
|
354
|
|
|
HVF II Series 2019-3(4)
|
|
3.30%
|
|
Fixed
|
|
12/2024
|
|
311
|
|
|
352
|
|
|
|
|
|
|
|
|
|
|
2,360
|
|
|
2,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HVIF U.S. Fleet Medium Term Notes:
|
|
|
|
|
|
|
|
|
|
|
|
HVIF Series 2020-1
|
|
3.53%
|
|
Fixed
|
|
11/2021
|
|
881
|
|
—
|
|
|
|
|
|
|
|
|
|
|
881
|
|
|
—
|
|
|
Vehicle Debt - Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European Vehicle Notes(5)
|
|
5.07%
|
|
Fixed
|
|
10/2021-3/2023
|
|
853
|
|
|
888
|
|
|
European ABS(4)
|
|
1.60%
|
|
Floating
|
|
11/2021
|
|
212
|
|
|
263
|
|
|
Hertz Canadian Securitization(4)
|
|
2.44%
|
|
Floating
|
|
1/2023
|
|
95
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australian Securitization(4)
|
|
1.66%
|
|
Floating
|
|
6/2021
|
|
99
|
|
|
97
|
|
|
New Zealand RCF
|
|
2.95%
|
|
Floating
|
|
6/2021
|
|
31
|
|
|
35
|
|
|
U.K. Financing Facility
|
|
3.03%
|
|
Floating
|
|
4/2021-2/2024
|
|
91
|
|
|
105
|
|
|
Other Vehicle Debt
|
|
3.35%
|
|
Floating
|
|
4/2021-11/2024
|
|
53
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
1,434
|
|
|
1,478
|
|
|
Unamortized Debt Issuance Costs and Net (Discount) Premium
|
|
|
|
|
|
|
|
(54)
|
|
|
(63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Vehicle Debt Not Subject to Compromise
|
|
|
|
|
|
|
|
6,286
|
|
|
6,024
|
|
|
Total Debt Not Subject to Compromise
|
|
|
|
|
|
|
|
$
|
7,026
|
|
|
$
|
6,267
|
|