Thrifty Car Rental 2011 Annual Report Download - page 27

interfere with our ability to manage our fleet and otherwise materially adversely affect our ability to
manage our business effectively. Our system back-up plans, continuity plans and insurance
programs are designed to mitigate such a risk, but not to eliminate it.
Our systems contain personal information about our customers. Our failure to maintain the
security of the data we hold, whether the result of our own error or that of others, could harm our
reputation or give rise to legal liabilities, resulting in a material adverse effect on our results of
operations or cash flows.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company owns its headquarters located at 5330 East 31st Street, Tulsa, Oklahoma. This
location is a three building office complex that houses the headquarters for Dollar and Thrifty. These
buildings and the related improvements were pledged as collateral under the Senior Secured Credit
Facilities.
In connection with the Senior Secured Credit Facilities, the Company also executed liens
encumbering its real property located in Tampa, Las Vegas, Ft. Lauderdale, Irving, Houston, Salt
Lake City, San Diego, Chicago, Memphis, Tulsa, Fort Myers, Florida and Harlingen, Texas. Those
liens were terminated upon the termination of the Senior Secured Credit Facilities, and the Company
has agreed in the New Revolving Credit Facility to pledge each of them (subject to certain
conditions) as part of the collateral securing the New Revolving Credit Facility.
The Company owns or leases real property used for company-owned stores and office facilities, and
in some cases owns real property that is leased to franchisees or other third-parties. As of
December 31, 2011, the Company’s company-owned operations were carried on at 280 locations in
the U.S. and Canada, the majority of which are leased. Dollar and Thrifty each operate company-
owned stores under concession agreements with various governmental authorities charged with the
operation of airports. Concession agreements for airport locations, which are usually competitively
bid, are important for securing air traveler business. These concession agreements typically provide
that the airport will receive a specified percentage of vehicle rental revenue or a guaranteed
minimum concession fee, whichever is greater. Additionally, certain concession agreements require
the payment or reimbursement of operating expenses.
ITEM 3. LEGAL PROCEEDINGS
On November 14, 2007, a purported class action was filed against the Company, by Michael
Shames and Gary Gramkow, individually and on behalf of all others similarly situated, in the
Southern District Court of California, claiming that the pass through of the California Trade and
Tourism Commission and airport concession fee authorized by legislation effective in January 2007
constitute antitrust violations of the Sherman Act and the California Unfair Competition Act. The
case is styled Michael Shames; Gary Gramkow, on behalf of themselves and on behalf of all persons
similarly situated v. The Hertz Corporation, Dollar Thrifty Automotive Group, Inc., Avis Budget Group,
Inc., Vanguard Car Rental USA, Inc., Enterprise Rent-A-Car Company, Fox Rent-A-Car, Inc., Coast
Leasing Corp., The California Travel and Tourism Commission and Caroline Beteta (No. 07 CV 2174
H BLM (S.D. Cal.)). The defendants filed a motion to dismiss the amended complaint, and on July
25, 2008, the Court issued an order denying the motion as to the antitrust claims but granting the
motion to dismiss state law claims. On November 21, 2011, the court ordered a stay of proceedings,
this time until December 21, 2011, and on December 21, 2011 the court extended the stay on all
proceedings until February 8, 2012. Mediation was held in December 2011 and again in January
2012 at which time the parties agreed to a preliminary settlement. The Company has accrued a
contingency related to the preliminary settlement.
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