<PAGE>
================================================================================
10-Q
QUARTERLY REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM________ TO________
COMMISSION FILE NUMBER: 333-20397
RYDER TRS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-331-3542
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1560 BROADWAY, SUITE 1800
DENVER, COLORADO 80202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(303) 376-7003
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
As of November 14, 1997, the number of outstanding shares of (i) Class A
Common Stock, par value $.01 per share, of the registrant was 109,090, (ii)
Class B Common Stock, par value $.01 per share, of the registrant was 13,910 and
(iii) Class C Common Stock, par value $.01 per share, of the registrant was
1,540.
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<PAGE>
RYDER TRS, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE
-------
PART 1--FINANCIAL INFORMATION
<S> <C>
Item 1--Financial Statements:
a) Consolidated Statements of Operations for the three
months and nine months ended September 30, 1997 and 1996....................... 1
b) Consolidated Balance Sheets as of September 30, 1997 and
December 31, 1996.............................................................. 2
c) Consolidated Statements of Cash Flows for the nine months
ended September 30, 1997 and 1996.............................................. 3
d) Notes to Consolidated Financial Statements..................................... 4
Item 2--Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................................... 8
PART II--OTHER INFORMATION
Item 2--Changes in Securities............................................................. 13
Item 6--Exhibits and Reports on Form 8-K.................................................. 13
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS..................................... 13
SIGNATURES--RYDER TRS, INC................................................................... 14
</TABLE>
i
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
RYDER TRS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, Ended September 30,
-------------------- ----------------------
1997 1996 1997 1996
--------- ---------- ---------- ----------
(PREDECESSOR) (PREDECESSOR)
<S> <C> <C> <C> <C>
Truck rental and related revenue...................................... $171,015 $164,371 $419,573 $416,928
Operating expense..................................................... 60,971 52,688 158,820 141,879
Selling, general and administrative expense........................... 70,504 57,568 168,513 157,651
Depreciation (net of gains) and amortization expense.................. 25,726 27,700 72,323 77,927
Restructuring and other charges....................................... 0 (361) 0 1,391
--------- ---------- ---------- ----------
Operating income.................................................... 13,814 26,776 19,917 38,080
Interest expense...................................................... 10,141 5,756 30,597 19,242
--------- ---------- ---------- ----------
Income (loss) before income taxes and extraordinary item............ 3,673 21,020 (10,680) 18,838
Income tax expense (benefit).......................................... 1,414 8,415 (4,112) 7,747
--------- ---------- ---------- ----------
Income (loss) before extraordinary item............................. 2,259 12,605 (6,568) 11,091
Extraordinary loss, net of tax........................................ (4,611) 0 (4,611) 0
--------- ---------- ---------- ----------
Net income (loss)................................................... $ (2,352) $ 12,605 $(11,179) $ 11,091
========= ========== ========== ==========
Net loss per common share............................................. $ (18.87) $ (90.13)
========= ==========
Weighted average number of common shares.............................. 124,624 124,033
========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
RYDER TRS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................ $6,606 $17,507
Restricted cash - letters of credit.................................. 4,150 0
Receivables:
Trade, net........................................................ 14,490 9,151
Truck sales....................................................... 2,346 6,926
Ryder Truck Rental, Inc., net..................................... 5,527 6,190
Tires in service..................................................... 24,357 23,228
Prepaid expenses and other current assets............................ 10,334 8,455
------------- -------------
Total current assets........................................... 67,810 71,457
Restricted cash - letters of credit and compensating balances.......... 24,750 0
Revenue earning equipment, net......................................... 462,070 454,163
Operating property and equipment, net.................................. 9,778 12,977
Software development costs, net........................................ 16,221 13,929
Intangible assets, net................................................. 48,845 51,862
Deferred financing costs, net.......................................... 11,663 15,381
Deferred income taxes.................................................. 9,560 2,077
------------- -------------
Total assets................................................... $650,697 $621,846
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Drafts payable....................................................... $6,899 $0
Accounts payable..................................................... 20,220 9,598
Payable to Ryder Truck Rental, Inc., net............................. 0 5,966
Accrued expenses..................................................... 39,397 25,715
------------- -------------
Total current liabilities...................................... 66,516 41,279
Senior bank facilities................................................. 0 281,000
Senior subordinated notes.............................................. 175,000 175,000
Commercial paper notes................................................. 287,500 0
Other non-current liabilities.......................................... 11,200 4,456
------------- -------------
Total liabilities.............................................. 540,216 501,735
Redeemable Class C common stock: 1,340 shares issued and outstanding... 1,349 0
------------- -------------
Shareholders' equity:
Common stock: $.01 par value, 275,000 shares authorized, 109,090
Class A shares, 13,910 Class B shares and 200 Class C shares (in
1997) issued and outstanding....................................... 1 1
Additional paid-in capital............................................. 123,199 122,999
Accumulated deficit.................................................... (14,068) (2,889)
------------- -------------
Total shareholders' equity..................................... 109,132 120,111
------------- -------------
Total liabilities and shareholders' equity..................... $650,697 $621,846
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
RYDER TRS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
----------------------------
1997 1996
-------------- --------------
(PREDECESSOR)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................................................. $(11,179) $11,091
Write off of deferred financing costs related to extinguishment of debt....... 7,497 0
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation (net of gains) and amortization expense....................... 72,323 77,927
Amortization of deferred financing costs................................... 1,978 0
Deferred income taxes...................................................... (7,483) 7,962
Change in operating assets and liabilities:
Trade receivables....................................................... (5,339) 14,818
Drafts payable.......................................................... 6,899 0
Prepaid expenses and other current assets............................... (1,879) 956
Accounts payable........................................................ 10,622 1,666
Accrued expenses and other liabilities.................................. 20,426 (917)
Receivable from Ryder Truck Rental, Inc................................. (11,493) 0
-------------- --------------
Net cash provided by operating activities............................ 82,372 113,503
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of revenue earning and operating equipment................ 34,964 44,751
Capital expenditures.......................................................... (107,056) (68,643)
Refund of purchase price...................................................... 5,429 0
-------------- --------------
Net cash used in investing activities................................ (66,663) (23,892)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in investments by and advances from Ryder System, Inc............ 0 (86,370)
Borrowings under revolving line of credit..................................... 66,000 0
Payments under revolving line of credit....................................... (66,000) 0
Payment of term loan.......................................................... (281,000) 0
Borrowings under commercial paper notes....................................... 655,000 0
Payments under commercial paper notes......................................... (367,500) 0
Change in restricted cash..................................................... (28,900) 0
Issuance of Class C common stock.............................................. 1,640 0
Redemption of Class C common stock............................................ (91) 0
Deferred financing costs...................................................... (5,759) 0
-------------- --------------
Net cash provided by (used in) financing activities.................. (26,610) (86,370)
-------------- --------------
Increase (decrease) in cash and cash equivalents................................ (10,901) 3,241
Cash and cash equivalents at beginning of period................................ 17,507 2,610
-------------- --------------
Cash and cash equivalents at end of period...................................... $6,606 $ 5,851
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
RYDER TRS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF FINANCIAL STATEMENT PRESENTATION
The consolidated financial statements as of September 30, 1997 and for the
three and nine months ended September 30, 1997 and 1996 are unaudited and
include the accounts of Ryder TRS, Inc. ("TRS") and its consolidated
subsidiaries (collectively the "Company"). All intercompany balances and
transactions have been eliminated. In the opinion of management, the interim
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations. The financial statements and notes are presented as
permitted by interim financial reporting rules and do not include certain
information included in the Company's annual financial statements and notes.
The interim results of operations for the nine months ended September 30, 1997
are not necessarily indicative of results that may be expected for the full
fiscal year.
The statements of operations and cash flows for the nine months ended
September 30, 1996 represent the results of the acquired consumer truck rental
business (see Note 2) prior to its purchase by TRS and its consolidated
subsidiaries. The financial information included herein is not necessarily
indicative of the financial position and results of operations or cash flows
that would have occurred had the predecessor been an independent stand-alone
entity during the periods presented. As a result of the acquisition, the
predecessor's assets acquired and liabilities assumed were adjusted to their
estimated fair values as of the acquisition date (October 17, 1996). The Company
also changed the estimated lives and residual values used to calculate the
provision for depreciation on certain types of trucks. Accordingly, the results
of operations for periods subsequent to the date of the acquisition are not
comparable to prior periods.
For a complete description of the Company's other accounting policies, refer
to the consolidated financial statements and footnotes included in the Company's
Form S-4 Registration Statement as filed with the Securities and Exchange
Commission (Registration No. 333-20397) which was declared effective on April
8, 1997.
NOTE 2. ACQUISITION OF THE RYDER CONSUMER TRUCK RENTAL BUSINESS
On October 17, 1996, pursuant to an Asset and Stock Purchase Agreement, TRS
acquired from Ryder Truck Rental, Inc. ("RTR"), a subsidiary of Ryder System,
Inc. (collectively, the "Seller"), substantially all the assets and assumed
certain of the liabilities of the Seller's Consumer Truck Rental division (the
"Business"). The aggregate cash purchase price for the net assets acquired,
after post-closing adjustments, was approximately $573.3 million. In addition,
the Company paid approximately $9.4 million of fees and expenses that were
capitalized as part of the acquisition cost. The acquisition of the Business has
been accounted for as a purchase and, accordingly, its results of operations are
included in the consolidated financial statements since the date of acquisition.
In connection with the acquisition, the Company entered into various
agreements with RTR regarding dealer relationships, vehicle maintenance,
facility leases, sales of used trucks, administrative services and management
information systems support.
The following unaudited pro forma consolidated results of operations for the
three months and nine months ended September 30, 1996 have been prepared as if
the acquisition of the Business, the financing thereof and the payment of
related transaction fees and expenses, and a related notes offering (the "Notes
Offering") and the application of proceeds therefrom had occurred on January 1,
1996. The pro forma net income (loss) excludes any impact from refinancing the
senior bank facilities (as discussed in Note 5 below). The pro forma
consolidated results do not purport to be indicative of results that would have
occurred had the acquisition been in effect for the periods presented (in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
Truck rental and related revenue.................. $164,371 $416,928
Operating income.................................. 24,345 30,788
Net income........................................ 7,482 (2,513)
</TABLE>
4
<PAGE>
NOTE 3. RESTRICTED CASH
In August 1997, the Company deposited cash, restricted as to use, as collateral
under certain current and noncurrent letter of credit arrangements. All
restricted cash is invested in investment-grade quality commercial paper.
Also in August 1997, the Company entered into a commercial paper program which
permits, subject to borrowing base availability, a maximum issuance of $450.0
million in commercial paper notes (see Note 5). Under the terms of the program,
the Company is required to maintain on deposit a compensating balance with a
bank, restricted as to use, of 2 percent of the outstanding face amount of the
commercial paper notes. The borrowing and related compensating balance are
classified as noncurrent.
NOTE 4. SENIOR SUBORDINATED NOTES
Pursuant to a Prospectus dated April 8, 1997, the Company exchanged (the
"Exchange Offer") $175.0 million aggregate principal amount of 10% senior
subordinated notes due 2006 (the "Exchange Notes") for $175.0 million aggregate
principal amount of its 10% senior subordinated notes issued in the Notes
Offering (the "Senior Subordinated Notes"). The terms of the Exchange Notes
were substantially identical in all respects (including principal amount,
interest rate, maturity and ranking) to the terms of the Senior Subordinated
Notes for which they were exchanged pursuant to the Exchange Offer, except that
the Exchange Notes were registered under the Securities Act of 1933, as amended,
and therefore will not be subject to certain restrictions on transfer except as
provided in the Prospectus.
NOTE 5. COMMERCIAL PAPER NOTES
On August 7, 1997, the Company's newly-formed, wholly-owned special purpose
subsidiary, FCTR, Inc. ("Finco"), entered into a commercial paper program that
permits the issuance of up to $450.0 million in commercial paper notes, subject
to borrowing base availability. Finco's obligations under the commercial paper
notes and its obligations under a related revolving backstop facility (the
"Liquidity Facility") are collateralized by (i) its rights to receive payments
under the loan agreement with RCTR, Inc. ("Leasco"), a wholly-owned special
purpose subsidiary of the Company, (ii) any of Finco's cash and eligible
investments, (iii) an assignment of Leasco's rights under the lease agreement
with the Company (including the rights to receive payments thereunder), and (iv)
the vehicles in Leasco's fleet. Finco has the benefit of the Liquidity Facility
with a group of banks, as liquidity lenders, to provide liquidity support
primarily for maturing payments under the commercial paper notes. The
Liquidity Facility provides committed liquidity support for a period of 364 days
renewable for another 364 days from the current termination date at the option
of the participating liquidity lenders. Any advances under the Liquidity
Facility that are outstanding on the termination date of a liquidity lender's
commitment will not mature for eighteen months after such termination date.
Accordingly, any amounts outstanding under the program or advances outstanding
under the Liquidity Facility will be classified as long-term debt in the
Company's financial statements. Leasco and Finco each has its own separate
creditors which, upon the liquidation of either subsidiary, will be entitled to
be satisfied out of the assets of Leasco or Finco prior to any value in either
of the subsidiaries becoming available to the Company.
On August 8, 1997, TRS refinanced the amount outstanding on that date under
its senior bank facilities with a dividend received from Leasco. Leasco
borrowed the funds from Finco which issued, on a discounted basis, non-interest
bearing commercial paper notes having a face value of $335.0 million. In
addition, TRS entered into an Amended and Restated Credit Agreement with a group
of banks pursuant to which TRS has established a five-year, $40.0 million
collateralized revolving credit facility. The Company has also entered into a
$50.0 million facility with a bank for the issuance of cash collateralized
letters of credit.
All of the aforementioned agreements contain certain covenants and
restrictions, including, among other things, restrictions on the payment of
dividends and the incurrence of additional indebtedness.
During the three months ended September 30, 1997, the Company recognized an
extraordinary loss from the early extinguishment of debt of $4.6 million, net of
related income tax benefit of $2.9 million, associated with the refinancing of
amounts outstanding under the senior bank facilities.
5
<PAGE>
NOTE 6. REDEEMABLE CLASS C COMMON STOCK
During the second quarter of 1997, the Company sold to certain management
employees, a Director and a consultant 1,640 shares of its Class C Common Stock
("Class C Common Stock") for $1,000 per share. In addition, the management
employees and the Director received options to purchase during the second
quarter, for the same price, a total of 4,016 additional shares. During the
third quarter of 1997, the Company granted options to purchase, for the same
price, a total of 1,264 additional shares to its management employees.
The agreement under which these shares were issued to the employees contains
provisions requiring the Company to repurchase the shares (and any other shares
of the Class C Common Stock acquired by the employees), and the shareholder to
sell, at fair market value in the case of an employee's death and, depending on
the circumstances, either fair market or book value in the case of an employee's
retirement or termination of employment. The agreement under which the shares
were issued to the Director and the consultant do not contain provisions
requiring the Company to repurchase the shares. The holders of the shares have
certain other rights, including rights to participate in certain issuances of
shares of capital stock to affiliates of the Company, the right to sell shares
if Questor Partners Fund, L.P. and Questor Side-by-Side Partners, L.P.
(collectively, "Questor") sell any of their own shares of common stock and the
right to participate in other specified transactions. The agreement further
provides that it would be a condition of an initial public offering of the
Company's common stock that the Company's Restated and Amended Certificate of
Incorporation be amended to provide for the conversion of Class C Common Stock
into common stock of the kind held by Questor. The agreement would terminate
(except with respect to options granted thereunder) in the event of an initial
public offering.
The options referred to above are exercisable for ten years (subject to
certain provisions for earlier termination) and are exercisable to the extent of
20% of the shares covered thereby in 1998, and an additional 20% each year
thereafter, through 2002. The options are generally non-transferable, and the
right to exercise any unexercised portion thereof expires upon the occurrence of
certain events.
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25. "Accounting for Stock Issued to Employees".
Accordingly, compensation expense for stock options granted under the Company's
stock option plans is generally measured as the difference between the estimated
fair market value of the Company's stock at the date of grant and the amount an
employee must pay to acquire the stock. For options granted to other than
employees in exchange for goods or services, compensation cost is measured in
accordance with SFAS 123. The options granted during the second and third
quarters of 1997 were at estimated fair market value.
NOTE 7. PER SHARE DATA
Net income (loss) per common share for 1997 is computed based on the weighted
average number of common shares outstanding during the period.
NOTE 8. RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"), which establishes new standards for computing and presenting earnings per
share ("EPS"). The statement replaces the current presentation of primary EPS
and will require a dual presentation of basic and diluted EPS on the face of the
statement of operations. SFAS 128 requires restatement of all prior period EPS
data presented and is effective in the fourth quarter of 1997 for the Company.
The Company does not expect adoption of SFAS 128 to have a significant impact on
the Company's financial statements.
The FASB issued Statement of Financial Accounting Stardards No. 130,
"Reporting Comprehensive Income," in June 1997. This statement, which is
required to be adopted in the first quarter of 1998, establishes standards for
reporting comprehensive income and its components (such as revenues, expenses,
gains and losses).
The FASB also issued Statement of Accounting Standards No. 131, "Segments of
an Enterprise and Related Information," in June 1997. This statement, which is
required to be adopted in the first quarter of 1998, establishes
6
<PAGE>
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders.
The Company believes that these statements will have no material effect on the
Company's Financial statements.
7
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of the financial condition and results
of operations covers periods before completion of the acquisition of the
Consumer Truck Rental division ("Company" or "Business") of Ryder Truck Rental,
Inc. ("RTR"), the financing thereof ("Senior Bank Facilities") and the payment
of related transaction fees and expenses (collectively, the "Transactions"). As
a result of the acquisition, the assets acquired and liabilities assumed were
adjusted to their estimated fair values as of October 17, 1996. The Company also
changed the estimated lives and residual values used to calculate the provision
for depreciation on certain types of trucks. In addition, the Company entered
into new financing arrangements and, as a newly formed company, has its own
capital structure. Accordingly, the results of operations for periods subsequent
to October 17, 1996 will not be comparable to prior periods. On November 25,
1996, the Company issued $175.0 million of 10% senior subordinated notes (the
"Notes Offering"), the net proceeds of which were used to refinance certain
acquisition indebtedness. In addition, the Company completed a commercial paper
refinancing on August 7, 1997, which is discussed further under Liquidity and
Capital Resources.
Unless otherwise indicated, 1996 amounts discussed below represent the pro
forma results as if the Transactions, the Notes Offering and the application of
proceeds therefrom had occurred on January 1, 1996. Any impact from refinancing
the Senior Bank Facilities with the commercial paper notes has been excluded
from such pro forma information.
RESULTS OF OPERATIONS
The following table sets forth a comparison of the results of operations for
the three and nine months ended September 30, 1997 to the pro forma results of
operations for the comparable periods of 1996 (in millions):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------
1997 1996 1997 1996
--------- -------- -------- -------
(PRO (PRO
FORMA) FORMA)
<S> <C> <C> <C> <C>
Truck rental and related revenue................................. $171.0 $164.4 $419.5 $416.9
Operating expense................................................ 61.0 52.7 158.8 141.9
Selling, general and administrative expense...................... 70.5 57.8 168.5 158.3
Depreciation (net of gains) and amortization expense............. 25.7 29.9 72.3 84.5
Restructuring and other charges.................................. 0 (0.4) 0 1.4
--------- -------- -------- -------
Operating income............................................... 13.8 24.4 19.9 30.8
Interest expense................................................. 10.1 11.7 30.6 34.1
--------- -------- -------- -------
Income (loss) before income taxes and extraordinary items...... 3.7 12.7 (10.7) (3.3)
Income tax expense (benefit)..................................... 1.4 5.2 (4.1) (0.8)
--------- -------- -------- -------
Income (loss) before extraordinary item........................ 2.3 7.5 (6.6) (2.5)
Extraordinary loss, net of tax................................. (4.6) 0 (4.6) 0
--------- -------- -------- -------
Net income (loss).............................................. ($2.3) $7.5 ($11.2) ($2.5)
========= ======== ======== =======
</TABLE>
Major components of the difference between the 1996 pro forma results and the
1996 predecessor results include: (i) an increase in depreciation and
amortization expense as a result of the step-up of revenue earning equipment,
capitalized software development costs and intangible assets to estimated fair
value as part of the Transactions, (ii) an increase in interest expense
resulting from the financing incurred in connection with the Transactions, the
Notes Offering and the application of the proceeds therefrom and (iii) income
tax benefits resulting from the tax effect of the aforementioned adjustments at
an assumed tax rate of 38.5%.
The pro forma results of operations for the three and nine month periods ended
September 30, 1996 do not purport to be indicative of the results that would
actually have been obtained if the Transactions, the Notes Offering and the
application of the proceeds therefrom had occurred on January 1, 1996.
8
<PAGE>
QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996
(PRO FORMA)
Revenues of $171.0 million were $6.6 million or 4.0% ahead of 1996 primarily
as a result of increased truck rentals and solid growth in relocation services.
The increase was driven by the Company's focus on improving fleet utilization.
During the quarter, the average operating fleet remained at approximately the
same level as 1996 while utilization increased to 51.8% from 49.3% in 1996. As a
result, revenue per truck increased 2.9% over 1996. One-way and local truck
rental transactions increased by 5.3% and 1.4%, respectively. Revenues from
relocation services were 27.4% higher than last year, driven by a growing
customer base and increased relocation activity.
Operating expense increased $8.3 million or 15.7% to $61.0 million (35.7% of
revenue compared to 32.1% in the prior year). Approximately 45% of the increase
represented variable operating costs for maintenance, insurance, transfer,
physical damage and relocation services associated with higher revenues and an
increase in the number of miles driven. The remaining increase was driven by a
5.2% increase in maintenance cost per mile associated with an older fleet,
increased costs associated with higher fleet transfer activity and higher
physical damage expense.
Selling, general and administrative expense increased $12.7 million or 22.0%
to $70.5 million (41.2% of revenue compared to 35.2% in the prior year). The
increase was due to the timing of network advertising expense compared to 1996,
higher dealer commissions related to increased revenues as well as a promotional
program run during the quarter, professional fees relating to the transition of
the Company to a stand-alone business, costs associated with upgrading the phone
reservation process, an increase in the bad debt reserve related to potential
credit issues primarily associated with the transition to a stand-alone
business, and transition costs associated with the Company's move to Denver,
Colorado.
Depreciation (net of gains) and amortization expense decreased by $4.2 million
or 14.0% as a result of changes made at the date of acquisition in the estimated
useful lives and residual values used to calculate the provision for
depreciation on certain types of trucks. The impact of these items was
partially offset by increased depreciation and amortization expense associated
with the step-up of revenue earning equipment, software development costs and
intangible assets to their estimated fair value in connection with the
acquisition.
Interest expense of $10.1 million was $1.6 million or 13.7% lower than 1996
primarily as a result of reduced borrowings. In addition, the interest rates
under the commercial paper program completed on August 7, 1997 are approximately
190 basis points lower than those under the Senior Bank Facilities (pro forma).
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996 (PRO FORMA)
Revenues of $419.5 million were $2.6 million or 0.6% ahead of 1996 primarily
as a result of increased liability limiting product sales and growth in
relocation services being partially offset by lower truck rentals. The decrease
in truck rentals, in part, resulted from management's decision to reduce the
size of the average operating fleet while focusing efforts on improving fleet
utilization. During the period, the average operating fleet decreased by
approximately 4.2% while utilization increased from 44.3% in 1996 to 46.6% in
1997 resulting in an increase in the revenue per truck (including accessory
rentals and product sales) of 4.2%. One-way truck rental transactions were
4.4% higher than in 1996 while local truck rental transactions were 2.9% lower.
Revenues from relocation services were 22.4% higher than last year driven by a
growing customer base and increased relocation activity.
Operating expense increased $16.9 million or 11.9% to $158.8 million (37.9% of
revenue compared to 34.0% in 1996). The increase was driven by higher
maintenance costs associated with an increase in the number of miles driven
compared to 1996 and a 2.5% increase in maintenance costs per mile associated
with an older fleet, increased costs associated with higher fleet transfer
activity, higher physical damage expense and variable costs associated with
increased relocation services revenue. In addition, bodily injury and property
damage ("BIPD") costs were higher than last year. In 1996, the Company
participated in Ryder System Inc.'s overall risk management program under which
the amount of BIPD reserves recorded by RTR was based on a number of factors
including: (i) undiscounted estimated liabilities for the claims received in
1996; (ii) estimated claims incurred but not reported for 1996; and (iii)
changes in estimates of prior year reserves based upon actual claims experience.
In 1997, the Company is
9
<PAGE>
operating its own risk management program and has recorded its BIPD reserves
based upon the undiscounted estimated liabilities for the claims received and an
estimate of claims incurred but not reported for its first year of operations.
Accordingly, the BIPD expense for periods subsequent to the date of acquisition
is not comparable to prior periods. While management believes the amount of the
1997 reserves is adequate, these reserves may need to be adjusted in the future
based on actual claims experience.
Selling, general and administrative expense increased $10.2 million or 6.4% to
$168.5 million (40.2% of revenue compared to 38.0% in the prior year). The
increase is due to increased network advertising, higher dealer commissions
related to a promotional program, professional fees relating to the transition
of the Company to a stand-alone business, costs associated with upgrading the
phone reservation process, an increase in the bad debt reserve related to
potential credit issues primarily associated with the transition to a stand-
alone business, and transition costs associated with the Company's move to
Denver, Colorado.
Depreciation (net of gains) and amortization expense decreased by $12.2
million to $72.3 million as a result of (i) a 4.2% decrease in the average fleet
size and (ii) changes made at the date of acquisition in the estimated useful
lives and residual values used to calculate the provision for depreciation on
certain types of trucks. The impact of these items was partially offset by
increased depreciation and amortization expense associated with the step-up of
book value of revenue earning equipment, software development costs and
intangible assets to their estimated fair value in connection with the
acquisition.
Interest expense of $30.6 million was $3.5 million or 10.3% lower than 1996
primarily as a result of reduced borrowings. In addition, the interest rates
under the commercial paper program completed on August 7, 1997 are approximately
190 basis points lower than those under the Senior Bank Facilities (pro forma).
SEASONALITY
Truck rentals display some seasonality, with generally higher levels of demand
occurring during the summer months and the third quarter typically being the
Company's strongest quarter. On average, approximately 50% of the Company's
annual revenues are earned from May through September, with August being the
strongest month. Because a significant portion of the Company's customers are
self-movers, a larger portion of its sales are concentrated on weekends,
particularly the last weekend of the month.
The Company's cash flows display more seasonality than its earnings primarily
due to the timing of truck purchases and dispositions. The Company typically
receives deliveries of trucks between March and June of each year, resulting in
additional borrowing needs during that period. Dispositions are spread more
evenly throughout the year, with greater dispositions occurring during the first
and fourth quarters.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs subsequent to the acquisition of the Business
arise primarily from debt service, working capital needs and the funding of
capital expenditures. The Company's principal sources of cash to fund these
liquidity needs have been net cash from operating activities, proceeds from
sales of revenue earning equipment, and borrowings under the Company's
commercial paper program.
The components of net cash from operating activities are detailed in the
financial statements included in this Form 10-Q and include net loss adjusted
for (i) depreciation (net of gains) and amortization expense, (ii) deferred
income taxes, (iii) extraordinary loss, and (iv) changes in operating assets and
liabilities. Net cash flows from operating activities for the nine month period
ended September 30, 1997 amounted to $82.4 million.
The Company's capital expenditures, primarily for the purchase of revenue
earning equipment, net of disposal proceeds, were $72.1 million for the nine
months ended September 30, 1997, compared with $23.9 million for the same period
in 1996. The Company disposes of vehicles through several outlets, including
trade-ins through manufacturers, sales through RTR's truck sales operations and
sales through the Company's independent dealers. The change in the proceeds
between the two periods is a factor of the number and types of vehicles sold.
The Company also disposes of other property
10
<PAGE>
and equipment in the ordinary course of business. Proceeds from such
dispositions are not material. Outstanding payables at the end of any period
with respect to the purchase of these vehicles will vary depending on when the
vehicles are received during the period. The Company estimates that its total
capital expenditures for 1997 will range between $110.0 million and $120.0
million and proceeds from dispositions will range between $50.0 million and
$60.0 million.
On August 7, 1997, the Company's newly-formed, wholly-owned special purpose
subsidiary, FCTR, Inc. ("Finco"), entered into a commercial paper program that
permits the issuance of up to $450.0 million in commercial paper notes, subject
to borrowing base availability. Finco has received investment grade ratings for
its commercial paper program that, based on current market conditions, will
reduce its borrowing cost by approximately 190 basis points when compared to the
Company's previous senior revolving credit facility. Finco's obligations under
the commercial paper notes and its obligations under a related revolving
backstop facility (the "Liquidity Facility") are collateralized by (i) its
rights to receive payments under the loan agreement with RCTR, Inc. ("Leasco"),
a wholly-owned, special purpose subsidiary of the Company, (ii) any of Finco's
cash and eligible investments, (iii) an assignment of Leasco's rights under the
lease agreement with the Company (including the rights to receive payments
thereunder), and (iv) the vehicles in Leasco's fleet. Finco has the benefit of
the Liquidity Facility with a group of banks, as liquidity lenders, to provide
liquidity support primarily for maturing payments under the commercial paper
notes. The Liquidity Facility provides committed liquidity support for a period
of 364 days renewable for another 364 days from the current termination date at
the option of the participating liquidity lenders. Any advances under the
Liquidity Facility that are outstanding on the termination date of a liquidity
lender's commitment will not mature for eighteen months after such termination
date. Accordingly, any amounts outstanding under the program or advances
outstanding under the Liquidity Facility will be classified as long-term debt in
the Company's financial statements. Leasco and Finco each has its own separate
creditors which, upon the liquidation of either subsidiary, will be entitled to
be satisfied out of the assets of Leasco or Finco prior to any value in either
of the subsidiaries becoming available to the Company.
On August 8, 1997, TRS refinanced the amount outstanding on that date under
its senior bank facilities with a dividend received from Leasco. Leasco
borrowed the funds from Finco which issued, on a discounted basis, non-interest
bearing commercial paper notes having a face value of $335.0 million. In
addition, TRS entered into an Amended and Restated Credit Agreement with a group
of banks pursuant to which TRS has established a five-year, $40.0 million
revolving credit facility. The Company has also entered into a $50.0 million
facility with a bank for the issuance of cash collateralized letters of credit.
All of the aforementioned agreements contain certain covenants and
restrictions, including, among other things, restrictions on the payment of
dividends and the incurrence of additional indebtedness.
Amounts available under the commercial paper program are subject to borrowing
base availability and may be generally used for the purchase of trucks. The
remaining availability under the commercial paper program on September 30, 1997
was approximately $102.2 million. Amounts available under the $40.0 million
revolving credit facility are also subject to borrowing base availability and
may be generally used for working capital purposes. The remaining availability
under this facility on september 30, 1997 was $39.8 million.
During the three months ended September 30, 1997, the Company recognized an
extraordinary loss from the early extinguishment of debt of $4.6 million, net of
related income tax benefit, associated with the refinancing of the senior bank
facilities.
In August 1997, the Company deposited cash totalling $23.2 million, restricted
as to use, as collateral under its letter of credit arrangements. These cash
collateralized letters of credit replace previous letters which did not require
cash collateral. As a result of this change, the Company expects a 70% savings
in its letter of credit issuance costs.
The Company believes that cash generated from operations and asset
dispositions, together with the amounts available under the aforementioned
facilities, will be adequate to meet its debt service, capital expenditure and
working capital requirements for the foreseeable future, although no assurance
can be given in this regard.
11
<PAGE>
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
The Financial Standards Board ("FASB") issued statement of Financial
Accounting Standards No. 128, "Earnings Per Share," in February 1997. This
statement, which is required to be adopted in the fourth quarter of 1997,
establishes standards for computing and presenting earnings per share.
The FASB issued Statement of Financial Accounting Stardards No. 130,
"Reporting Comprehensive Income," in June 1997. This statement, which is
required to be adopted in the first quarter of 1998, establishes standards for
reporting comprehensive income and its components (such as revenues, expenses,
gains and losses).
The FASB also issued Statement of Accounting Standards No. 131, "Segments of
an Enterprise and Related Information," in June 1997. This statement, which is
required to be adopted in the first quarter of 1998, establishes standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders.
The Company believes that these statements will have no material effect on the
Company's financial statements.
12
<PAGE>
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In September 1997, the Company issued to certain management employees 1,264
options to purchase, for $1,000 per share, shares of Class C Common Stock, par
value $0.01 per share, in reliance upon an exemption pursuant to Regulation D of
the Securities Act of 1933, as amended. The options are exercisable for ten
years (subject to certain provisions for earlier termination) and are
exercisable to the extent of 20% of the shares covered thereby in 1998, and an
additional 20% each year thereafter, through 2002. The options are generally
non-transferable, and the right to exercise any unexercised portion thereof
expires upon the occurrence of certain events.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits: See Index immediately following the signature page.
b. Current Reports on Form 8-K: The Company filed an 8-K on August 21,
1997, the sole purpose of which was to submit exhibits that were listed
in the Company's Form 10-Q filed on august 14, 1997.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those projected in such statements. in connection with certain
forward-looking statements contained in this Quarterly Report on Form 10-Q and
those that may be made in the future by or on behalf of the Company, the Company
notes that there are various factors that could cause actual results to differ
materially from those set forth in any such forward-looking statements. The
forward-looking statements contained in this Quarterly Report were prepared by
management and are qualified by, and subject to, significant business, economic,
competitive, regulatory and other uncertainties and contingencies, all of which
are difficult or impossible to predict and many of which are beyond the control
of the company. Accordingly, there can be no assurance that the forward-looking
statements contained in this Quarterly Report will be realized or that actual
results will not be significantly higher or lower. The statements have not been
audited by, examined by, compiled by or subjected to agreed-upon procedures by
independent accountants, and no third-party has independently verified or
reviewed such statements. Readers of this Quarterly Report should consider these
facts in evaluating the information contained herein. in addition, the business
and operations of the Company are subject to substantial risks which increase
the uncertainty inherent in the forward-looking statements contained in this
Quarterly Report. The inclusion of the forward-looking statements contained in
this Quarterly Report should not be regarded as a representation by the Company
or any other person that the forward-looking statements contained in this
Quarterly Report will be achieved. In light of the foregoing, readers of this
Quarterly Report are cautioned not to place undue reliance on the forward-
looking statements contained herein.
13
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF
COLORADO, ON THE 14TH DAY OF NOVEMBER, 1997.
RYDER TRS, INC.
/S/ MICHAEL A. ZAWALSKI
BY:_____________________________________________
MICHAEL A. ZAWALSKI
CHIEF FINANCIAL OFFICER AND DULY AUTHORIZED
OFFICER
14
<PAGE>
EXHIBIT INDEX
EXHIBIT
- ----------
NO.
- ----------
3.1 (1) Restated Certificate of Incorporation of the Company.
3.2 (2) Restated and Amended By-Laws of the Company.
4.1 (1) Indenture, dated as of November 25, 1996, between the Company and The
Bank of New York, as trustee, relating to $175,000,000 principal
amount of 10% Senior Subordinated Notes due 2006, including forms of
Senior Subordinated Notes.
4.7 (1) Exchange and Registration Rights Agreement, dated November 25, 1996,
between the Company and Chase Securities Inc.
10.1 (2) Amended and Restated Master Motor Vehicle Lease Agreement, dated as of
August 7, 1997, between the Company and RCTR, Inc.
10.2 (2) Amended and Restated Credit Agreement, dated as of August 7, 1997,
among the Company, Citicorp USA, Inc., as administrative agent and as
collateral agent, The Chase Manhattan Bank, as documentation agent,
and other lending institutions.
10.3 (3) Loan Agreement, dated as of August 7, 1997, between RCTR, Inc., as
borrower, and FCTR, Inc., as lender.
10.4 (3) Liquidity Agreement, dated as of August 7, 1997, among FCTR, Inc., as
borrower, Citibank N.A., as liquidity agent, and certain financial
institutions, as liquidity lenders.
10.5 (3) Collateral Agreement, dated as of August 7, 1997, among FCTR, Inc.,
RCTR, Inc., Citibank, N.A., As liquidity agent and depositary,
Citicorp USA, Inc., as agent, and Citicorp Securities, Inc. and Lehman
Brothers Inc., as dealers.
10.6 (3) Depositary Agreement, dated as of August 7, 1997, between FCTR, Inc.
and Citibank, N.A., as depositary.
10.7 (3) Dealer Agreement, dated as of August 7, 1997, between FCTR, Inc.,
RCTR, Inc., Citicorp Securities, Inc. and Lehman Brothers Inc.
21 (2) Subsidiaries of the Company.
27 Financial Data Schedule.
99.1 Press Release dated October 7, 1997.
- ----------
(1) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-4, Registration No. 333-20397.
(2) Incorporated by reference to the identically numbered exhibit to the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997.
(3) Incorporated by reference to the exhibit previously filed in the Company's
report on Form 8-K filed on August 21, 1997.
15
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Harry Savage
(212) 371-2200
RONALD RITTENMEYER NAMED
ACTING PRESIDENT, COO OF RYDER TRS
DENVER, Colorado, October 7, 1997 -- The board of directors of Ryder TRS
Inc. announced today that Ronald A. Rittenmeyer, currently executive vice
president, has been named the interim president and chief operating officer at
the truck rental company. Gerald R. Riordan, who had been president and COO,
has resigned to pursue other interests.
Jay Alix will continue in his past positions as chairman and chief
executive officer of Ryder TRS. Alix is managing principal of Questor Partners
Fund L.P., which heads an investor group that acquired Ryder TRS in the fourth
quarter of 1996 from Ryder System, Inc.
Rittenmeyer's experience includes being vice president of operations with
the Frito Lay division of PepsiCo and COO of Burlington Northern Railroad.
"While Ryder's positioning in the truck rental business has improved in the
past year, the board of directors has been disappointed with the rate of
progress against stated financial and operational objectives," Alix said. "The
new owners have made substantial changes in the company and expect Ryder TRS to
take advantage of internal and external opportunities for positive change and
growth."
"A new focus is required at the highest level of the company. As part of
this strategy, the board of directors has asked Rittenmeyer to assume the
positions of COO and acting president to help lead the company in achieving its
goals."
<PAGE>
Ryder TRS has about 32,000 vehicles in its nationwide rental system and is
the second largest truck rental firm. Its rental fleet, which averages 34
months in age, is significantly younger than that of its major competitor.
In addition to being the managing principal of Questor, Alix is the founder
of Jay Alix & Associates (JA&A), a turnaround and management consulting firm
with offices in New York City, Chicago and Metro Detroit. JA&A has implemented
dozens of corporate turnarounds, including that of National Car Rental, where
Alix served as CEO for nearly two years to complete the successful turnaround
for its then-owner, General Motors Corporation.
Questor Management Company, based in Southfield, Mich., manages Questor
Partners Fund, which was established to acquire "special situation" companies,
including the non-core divisions of Fortune 1000 corporations.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 6,606
<SECURITIES> 0
<RECEIVABLES> 17,337
<ALLOWANCES> 2,847
<INVENTORY> 0
<CURRENT-ASSETS> 67,810
<PP&E> 569,074
<DEPRECIATION> 81,005
<TOTAL-ASSETS> 650,697
<CURRENT-LIABILITIES> 66,516
<BONDS> 462,500
0
0
<COMMON> 1
<OTHER-SE> 109,131
<TOTAL-LIABILITY-AND-EQUITY> 650,697
<SALES> 0
<TOTAL-REVENUES> 419,573
<CGS> 0
<TOTAL-COSTS> 158,820
<OTHER-EXPENSES> 236,920
<LOSS-PROVISION> 3,916
<INTEREST-EXPENSE> 30,597
<INCOME-PRETAX> (10,680)
<INCOME-TAX> (4,112)
<INCOME-CONTINUING> (6,568)
<DISCONTINUED> 0
<EXTRAORDINARY> (4,611)
<CHANGES> 0
<NET-INCOME> (11,179)
<EPS-PRIMARY> (90.13)
<EPS-DILUTED> (90.13)
</TABLE>
