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SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT
12 Months Ended
Dec. 31, 2012
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Schedule I Condensed Financial Information of Registrant
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In Thousands of Dollars)
 
December 31,
 
2012
 
2011
ASSETS
 
 
 
Cash and cash equivalents
$
20

 
$
571

Accounts receivable from Hertz affiliate

 
412

Taxes receivable
48,704

 
37,181

Prepaid expenses and other assets
5,367

 
79

Investments in subsidiaries
2,917,509

 
2,628,834

Deferred charges
3,250

 
5,544

Total assets
$
2,974,850

 
$
2,672,621

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Accrued liabilities
$
2,077

 
$
2,118

Accounts payable with Hertz affiliate
12,810

 

Debt
434,149

 
409,241

Deferred taxes on income
18,528

 
26,606

Total liabilities
467,564

 
437,965

Stockholders' equity:
 
 
 
Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 421,485,862 and 417,022,853 shares issued and outstanding
4,215

 
4,170

Additional paid-in capital
3,233,948

 
3,205,964

Accumulated deficit
(703,985
)
 
(947,064
)
Accumulated other comprehensive loss
(26,892
)
 
(28,414
)
Total stockholders' equity
2,507,286

 
2,234,656

Total liabilities and stockholders' equity
$
2,974,850

 
$
2,672,621

The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
 
Years ended December 31,
 
2012
 
2011
 
2010
Revenues
$

 
$

 
$

Expenses:
 
 
 
 
 
Selling, general and administrative
204

 
161

 
70

Interest expense, net of interest income
52,103

 
49,464

 
46,888

Total expenses
52,307

 
49,625

 
46,958

Loss before income taxes
(52,307
)
 
(49,625
)
 
(46,958
)
Benefit for taxes on income
19,607

 
15,306

 
16,660

Equity in earnings (losses) of subsidiaries, net of tax
275,779

 
210,489

 
(18,383
)
Net income (loss)
$
243,079

 
$
176,170

 
$
(48,681
)
The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands of Dollars)

 
 
Years Ended December 31,
 
 
2012
 
2011
 
2010
Net income (loss)
 
$
243,079

 
$
176,170

 
$
(48,681
)
Other comprehensive income (loss)
 
1,522

 
(66,237
)
 
41,154

Comprehensive income (loss)
 
$
244,601

 
$
109,933

 
$
(7,527
)
The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF STOCKHOLDERS' EQUITY
(In Thousands of Dollars, except share data)
 
Preferred Stock
 
Common Stock
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Equity
Balance at:
Shares
 
Amount
 
December 31, 2009
$

 
410,245,225

 
$
4,102

 
$
3,141,695

 
$
(1,074,553
)
 
$
(3,331
)
 
$
2,067,913

Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
 
 
 
 
 
 
 
 
(48,681
)
 
 
 
(48,681
)
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
41,154

 
41,154

Employee stock purchase plan
 
 
344,542

 
4

 
3,770

 
 
 
 
 
3,774

Net settlement on vesting of restricted stock
 
 
1,421,705

 
14

 
(7,850
)
 
 
 
 
 
(7,836
)
Stock-based employee compensation charges, net of tax of $0
 
 
 
 
 
 
36,560

 
 
 
 
 
36,560

Exercise of stock options, net of tax of $(258)
 
 
1,343,659

 
14

 
7,621

 
 
 
 
 
7,635

Common shares issued to Directors
 
 
107,758

 
1

 
1,187

 
 
 
 
 
1,188

Phantom shares issued to Directors
 
 
 
 
 
 
238

 
 
 
 
 
238

Proceeds from disgorgement of stockholder short-swing profits, net of tax of $3
 
 
 
 
 
 
4

 
 
 
 
 
4

December 31, 2010

 
413,462,889

 
4,135

 
3,183,225

 
(1,123,234
)
 
37,823

 
2,101,949

Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
 
 
 
 
 
 
 
 
176,170

 
 
 
176,170

Other comprehensive loss
 
 
 
 
 
 
 
 
 
 
(66,237
)
 
(66,237
)
Acquisition of remaining portion of non-controlling interest, net of tax of $9,798
 
 
 
 
 
 
(15,287
)
 
 
 
 
 
(15,287
)
Employee stock purchase plan, net of tax of $0
 
 
323,752

 
3

 
4,205

 
 
 
 
 
4,208

Net settlement on vesting of restricted stock
 
 
1,238,091

 
11

 
(11,476
)
 
 
 
 
 
(11,465
)
Stock-based employee compensation charges, net of tax of $0
 
 
 
 
 
 
31,093

 
 
 
 
 
31,093

Exercise of stock options, net of tax of $474
 
 
1,975,730

 
21

 
12,563

 
 
 
 
 
12,584

Common shares issued to Directors
 
 
22,391

 
 
 
1,377

 
 
 
 
 
1,377

Phantom shares issued to Directors
 
 
 
 
 
 
216

 
 
 
 
 
216

Proceeds from disgorgement of stockholder short-swing profits, net of tax of $29
 
 
 
 
 
 
48

 
 
 
 
 
48

December 31, 2011
$

 
417,022,853

 
4,170

 
3,205,964

 
(947,064
)
 
(28,414
)
 
2,234,656

Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
 
 
 
 
 
 
 
 
243,079

 
 
 
243,079

Other comprehensive income
 
 
 
 
 
 
 
 
 
 
1,522

 
1,522

Employee stock purchase plan
 
 
583,636

 
6

 
5,024

 
 
 
 
 
5,030

Net settlement on vesting of restricted stock
 
 
2,016,299

 
20

 
(20,115
)
 
 
 
 
 
(20,095
)
Stock-based employee compensation charges, net of tax of $399
 
 
 
 
 
 
30,375

 
 
 
 
 
30,375

Exercise of stock options, net of tax of $888
 
 
1,738,609

 
18

 
11,202

 
 
 
 
 
11,220

Common shares issued to Directors
 
 
124,465

 
1

 
1,487

 
 
 
 
 
1,488

Proceeds from disgorgement of stockholder short-swing profits, net of tax of $6
 
 
 
 
 
 
11

 
 
 
 
 
11

December 31, 2012
$

 
421,485,862

 
$
4,215

 
$
3,233,948

 
$
(703,985
)
 
$
(26,892
)
 
$
2,507,286



The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
 
Years ended December 31,
 
2012
 
2011
 
2010
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
$
243,079

 
$
176,170

 
$
(48,681
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
 
 
Amortization and write-off of deferred financing costs
2,295

 
2,297

 
2,294

Amortization of debt discount
24,912

 
22,172

 
19,733

Deferred taxes on income
(8,078
)
 
(5,583
)
 
(6,652
)
Changes in assets and liabilities:
 
 
 
 
 
Taxes receivable
(11,529
)
 
(9,723
)
 
(10,007
)
Prepaid expenses and other assets
(5,288
)
 
(64
)
 
(16
)
Accounts payable

 

 
(4,315
)
Accrued liabilities
(41
)
 
39

 
12

Equity in losses of subsidiaries, net of tax
(275,779
)
 
(210,489
)
 
18,383

Net cash flows used in operating activities
(30,429
)
 
(25,181
)
 
(29,249
)
Cash flows from investing activities:
 
 
 
 
 
Investment in and advances to consolidated subsidiaries
520

 

 

Return of capital from subsidiary
25,000

 
22,950

 
23,000

Net cash provided by investing activities
25,520

 
22,950

 
23,000

Cash flows from financing activities:
 
 
 
 
 
Payment of long-term debt
(4
)
 
(16
)
 

Proceeds from exercise of stock options
11,220

 
13,058

 
7,894

Accounts receivable from Hertz affiliate
13,220

 
984

 
6,173

Proceeds from disgorgement of stockholders short swing profits
17

 
77

 
7

Net settlement on vesting of restricted stock
(20,095
)
 
(11,465
)
 
(7,836
)
Net cash provided by financing activities
4,358

 
2,638

 
6,238

Net change in cash and cash equivalents during the period
(551
)
 
407

 
(11
)
Cash and cash equivalents at beginning of period
571

 
164

 
175

Cash and cash equivalents at end of period
$
20

 
$
571

 
$
164

Supplemental disclosures of cash flow information:
 
 
 
 
 
Cash paid (received) during the period for:
 
 
 
 
 
Interest (net of amounts capitalized)
$
24,897

 
$
24,897

 
$
24,861

Income taxes

 

 

The accompanying notes are an integral part of these financial statements.
Background and Basis of Presentation
Hertz Global Holdings, Inc., or “Hertz Holdings,” is the top-level holding company that conducts substantially all of its business operations through its indirect subsidiaries. Hertz Holdings was incorporated in Delaware on August 31, 2005 in anticipation of the December 21, 2005 acquisition by its subsidiary, Hertz Investors, Inc., of the Hertz Corporation.
There are significant restrictions over the ability of Hertz Holdings to obtain funds from its indirect subsidiaries through dividends, loans or advances. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the investments of Hertz Holdings in its consolidated subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the consolidated financial statements of Hertz Holdings included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.” For a discussion of background and basis of presentation, see Note 1 and Note 2 to the Notes to the consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”
Return of Capital from subsidiary
We had presented in error the return of capital distributions from our subsidiary in the Statement of operations as “Other income” for 2011 and 2010 resulting in an understatement of Loss before income taxes of $23.0 million and $23.0 million, respectively and an overstatement of Net income of $23.0 million and an understatement of Net loss of $23.0 million, respectively. Comprehensive income (loss) were impacted by the same amount in for 2011 and 2010. In addition, the same amounts were deducted from Accumulated deficit in the Statement of stockholders' equity.
The Statement of operations, comprehensive income and stockholders' equity have been revised by reducing previously reported Net income for 2011 and increasing Net loss for 2010 by $23.0 million and $23.0 million, respectively. There was no impact to the amounts reported as Accumulated deficit at December 31, 2011 and 2010.
We had presented the cash flows from the return of capital from our subsidiary in the Statement of cash flows for 2011 and 2010 as a component of cash flows from operating activities as it was included in Net income. The classification of these amounts have been corrected so that they are presented as cash flows from investing activities. For the year ended December 31, 2011, the impact of this revision was to reduce Cash flows from operating activities by $23.0 million and increase Cash flows from investing activities by $23.0 million. For the year ended December 31, 2010, the impact of this revision was to reduce Cash flows from operating activities by $23.0 million and increase Cash flows from investing activities by $23.0 million.
Debt
Convertible Senior Notes
In May and June 2009, we issued $474.8 million in aggregate principal amount of 5.25% Convertible Senior ;Notes due June 2014. Our Convertible Senior Notes may be convertible by holders into shares of our common stock, cash or a combination of cash and shares of our common stock, as elected by us, initially at a conversion rate of 120.6637 shares per $1,000 principal amount of notes, subject to adjustment.
We have a policy of settling the conversion of our Convertible Senior Notes using a combination settlement, which calls for settling the fixed dollar amount per $1,000 in principal amount in cash and settling in shares the excess conversion value, if any. Proceeds from the offering of the Convertible Senior Notes were allocated between “Debt” and “Additional paid-in capital.” The value assigned to the debt component was the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the Convertible Senior Notes and the amount reflected as a debt liability was recorded as “Additional paid-in capital.” As a result, at issuance the debt was recorded at a discount of $117.9 million reflecting that its coupon was below the market yield for a similar security without the conversion feature at issuance. The debt is subsequently accreted to its par value over its expected life, with the market rate of interest at issuance being reflected in the statements of operations. The effective interest rate on the Convertible Senior Notes on the issuance date was 12%.
On January 1, 2013, our Convertible Senior Notes became convertible again and will continue to be convertible until March 31, 2013, and may be convertible thereafter, if one or more of the conversion conditions specified in the indenture is satisfied during future measurement periods. This conversion right was triggered because our closing common stock price per share exceeded $10.77 for at least 20 trading days during the 30 consecutive trading day period ending on December 31, 2012.
On June 1 and December 1, 2012 and 2011, Hertz Holdings made semi-annual interest payments of approximately $12.5 million on the Convertible Senior Notes, respectively. Hertz Holdings made this payment with a combination of cash on hand and proceeds from the repayment of an inter‑company loan from Hertz, and dividends received Hertz Holdings subsidiaries.
In the future, if our cash on hand and proceeds from the repayment of inter‑company loans from Hertz is not sufficient to pay the semi-annual interest payment, we would need to receive a dividend, loan or advance from our subsidiaries. However, none of our subsidiaries are obligated to make funds available to us and certain of Hertz's credit facilities have requirements that must be met prior to it making dividends, loans or advances to us. In addition, Delaware law imposes requirements that may restrict Hertz's ability to make funds available to Hertz Holdings.
For a discussion of the debt obligations of the indirect subsidiaries of Hertz Holdings, see Note 5 to the Notes to the consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”
Commitments and Contingencies
Hertz Holdings has no direct commitments and contingencies, but its indirect subsidiaries do. For a discussion of the commitments and contingencies of the indirect subsidiaries of Hertz Holdings, see Notes 10 and 12 to the Notes to the consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”
Dividends
During 2012 and 2011, Hertz Holdings received approximately $25 million and $23 million, respectively, of cash dividends from its subsidiaries, primarily for interest payments on the Convertible Senior Notes.