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: March 31, 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:
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.)
8669 NW 36th Street
Miami, Florida 33166
(Address of principal executive offices)
(305) 500-4545
(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 ___ No _X_
As of May 7, 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 1,440.
<PAGE>
RYDER TRS, INC.
INDEX TO FORM 10-Q
Page
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements ....................................... 1
ITEM 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................. 6
PART II - OTHER INFORMATION
ITEM 2 - Changes in Securities........................................ 12
ITEM 6 - Exhibits and Reports on Form 8-K............................. 13
Important Factors Relating To Forward-Looking Statements............... 13
Signatures - Ryder TRS, Inc. .......................................... 14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
RYDER TRS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
three months ended March 31, 1997 and 1996
(dollars in thousands, except per share data)
(unaudited)
(Predecessor)
March 31, March 31,
1997 1996
--------- ---------
Truck rental and related revenue $ 104,075 $ 106,116
Operating expense 43,002 41,727
Selling, general and administrative expense 43,216 46,052
Depreciation (net of gains) and amortization expense 23,153 25,787
--------- ---------
Operating loss (5,296) (7,450)
Interest expense 10,199 6,770
--------- ---------
Loss before income taxes (15,495) (14,220)
Income tax benefit (5,966) (5,570)
--------- ---------
Net loss $ (9,529) $ (8,650)
========= =========
Net loss per common share $ (77.47)
---------
Weighted average number of common shares 123,000
---------
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
RYDER TRS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------- ---------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 40,781 $ 17,507
Receivables:
Trade, net 9,480 9,151
Truck sales 7,983 6,926
Ryder Truck Rental, Inc., net 5,646 6,190
Tires in service 23,617 23,228
Prepaid expenses and other current assets 12,192 8,455
--------- ---------
Total current assets 99,699 71,457
Revenue earning equipment, net 450,828 454,163
Operating property and equipment, net 12,046 12,977
Software development costs, net 13,473 13,929
Intangible assets, net 50,857 51,862
Deferred financing costs, net 15,985 15,381
Deferred income taxes 8,044 2,077
--------- ---------
Total assets $ 650,932 $ 621,846
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,565 $ 9,598
Payable to truck manufacturers 33,608 0
Payable to Ryder Truck Rental, Inc., net 0 5,966
Accrued expenses 31,125 25,715
--------- ---------
Total current liabilities 78,298 41,279
Senior bank facilities 281,000 281,000
Senior subordinated notes 175,000 175,000
Other non-current liabilities 6,052 4,456
--------- ---------
Total liabilities 540,350 501,735
--------- ---------
Shareholders' equity:
Common stock: $.01 par value, 275,000 shares authorized,
109,090 Class A shares and 13,910 Class B shares issued
and outstanding 1 1
Additional paid-in capital 122,999 122,999
Accumulated deficit (12,418) (2,889)
--------- ---------
Total shareholders' equity 110,582 120,111
--------- ---------
Total liabilities and shareholders' equity $ 650,932 $ 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
three months ended March 31, 1997 and 1996
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
(Predecessor)
March 31, March 31,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,529) $ (8,650)
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation (net of gains) and amortization expense 23,153 25,787
Amortization of deferred financing costs 541 0
Deferred income taxes (5,966) (23)
Change in operating assets and liabilities
Accounts receivable (329) 5,534
Prepaid expenses and other current assets (3,737) (5,053)
Accounts payable 3,754 5,064
Accrued expenses and other liabilities 7,047 (5,182)
Receivable from Ryder Truck Rental, Inc. (10,850) 0
-------- --------
Net cash provided by operating activities 4,084 17,477
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of property and revenue earning equipment 15,794 16,571
Capital expenditures (833) (26,948)
Refund of purchase price 5,429 0
-------- --------
Net cash provided by (used in) investing activities 20,390 (10,377)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in investments by and advances from Ryder 0 (5,386)
Deferred financing costs (1,200) 0
-------- --------
Net cash used in financing activities (1,200) (5,386)
-------- --------
Increase in cash and cash equivalents 23,274 1,714
-------- --------
Cash and cash equivalents at beginning of period 17,507 2,610
-------- --------
Cash and cash equivalents at end of period $ 40,781 $ 4,324
======== ========
Supplemental Disclosure:
Non-cash investing activities:
Accounts payable related
to truck manufacturers $ 33,608 $ 24,936
======== ========
</TABLE>
3
<PAGE>
RYDER TRS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Financial Statement Presentation
The financial statements as of March 31, 1997 and for the three months
ended March 31, 1997 and 1996 are unaudited. 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 December 31, 1996, balance sheet
included herein was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Results for interim periods are not necessarily indicative of results for the
full year. 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 and declared effective April 8, 1997.
The financial statements for the three months ended March 31, 1996
represent the combined results of operations and cash flows of the Consumer
Truck Rental division of Ryder Truck Rental, Inc. ("RTR"), the predecessor to
the Company, see Note 3. 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, nor is it necessarily
indicative of future results. 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.
(2) Per Share Data
Loss per common share for 1997 is computed based on the weighted average
number of common shares outstanding during the period.
In February 1997, the Financial Accounting Standards Board 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 1997 for the Company. The Company does not
expect adoption of SFAS 128 to have a significant impact on the Company's
financial statements.
(3) Acquisition of the Ryder Consumer Truck Rental Business
On October 17, 1996, pursuant to an Asset and Stock Purchase Agreement, the
Company acquired from 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 was approximately $573.3
million, net of a refund of approximately $6.1 million receivable pursuant to
post-closing adjustment provisions of the agreement. 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.
4
<PAGE>
Financing for the acquisition and for an additional $14.8 million of
deferred financing costs consisted of (i) $123.0 million of equity capital
through the issuance of 109,090 shares of Class A Common Stock and 13,910 shares
of Class B Common Stock; (ii) $350.0 million of term loans and $31.0 million of
revolving loans borrowed under a $500.0 million senior secured credit facility
with certain banks (the "Senior Bank Facilities"); and (iii) $100.0 million of
loans borrowed under a senior subordinated loan facility (the "Senior
Subordinated Loan Facility"). The obligations under the Senior Bank Facilities
are collateralized by substantially all of the assets of the Company and a
pledge of all the capital stock of a subsidiary of the Company which owns the
revenue earning equipment and leases the vehicles to the Company. The subsidiary
has its own separate creditors which, upon the liquidation of the subsidiary,
will be entitled to be satisfied out of its assets prior to any value in the
subsidiary becoming available to its equity holders. The Company may be required
to grant to the lenders under such facilities a direct security interest in the
revenue earning equipment if a securitization of the truck rental fleet is not
consummated by July 17, 1997. 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 the Senior Subordinated Loan Facility
and a portion of the Senior Bank Facilities.
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 ended March 31, 1996 have been prepared as if the acquisition
of the Business, the financing thereof and the payment of related transaction
fees and expenses, the Notes Offering and the application of proceeds therefrom
had occurred on January 1, 1996. 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, nor do they purport to be indicative
of the results that will be obtained in the future (in thousands):
Truck rental and related revenue $106,116
Operating loss $(10,069)
Net loss $(13,062)
The pro forma net loss excludes the write-off of deferred financing costs
($3.1 million, net of related income tax benefit) associated with the repayment
of certain acquisition indebtedness as part of the Notes Offering.
(4) Senior Subordinated Notes
Pursuant to a Prospectus dated April 8, 1997 (the "Prospectus"), the
Company offered to exchange (the "Exchange Offer") up to $175.0 million
aggregate principal amount of 10% senior subordinated notes due 2006 (the
"Exchange Notes") for up to $175.0 million aggregate principal amount of its 10%
senior subordinated notes issued in the Notes Offering (the "Senior Subordinated
Notes"). $175.0 million in aggregate principal amount of the Senior Subordinated
Notes was validly tendered and accepted by the Company pursuant to the Exchange
Offer. 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 and
will not be entitled to registration rights except under certain limited
circumstances.
5
<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 of Ryder Truck Rental, Inc. ("RTR"), the
financing thereof and the payment of related transaction fees and expenses (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.
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.
Certain Pro Forma Effects of the Transactions
The pro forma results of operations for the three month period ended March
31, 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, or of the results that may
be obtained in the future.
On a pro forma basis for the three month period ended March 31, 1996, the
Company's net loss would have been $13.1 million compared to a reported net loss
of $8.7 million. Major components of this change 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%. Excluded from pro
forma net loss is the write-off of deferred financing costs ($3.1 million, net
of related income tax benefit) associated with the repayment of certain
acquisition indebtedness.
6
<PAGE>
Results of Operations
The following table sets forth, for the periods indicated, certain
historical income statement data (pro forma for 1996) for the Company as a
percentage of revenues:
Quarter Ended March 31,
1997 1996
----- -----
Revenues:
One-way truck rentals 37.1% 38.4%
Local truck rentals 42.1 42.4
Accessory rentals and product sales 17.3 16.4
Other revenues 3.5 2.8
----- -----
Total revenues 100.0 100.0
----- -----
Operating expense 41.3 39.3
Selling, general and administrative expense 41.5 43.6
Depreciation (net of gains) and
amortization expense 22.3 26.6
Interest expense 9.8 10.5
----- -----
Total costs and expenses 114.9 120.0
----- -----
Earnings (loss) before income taxes (14.9%) (20.0%)
===== =====
Quarter Ended March 31, 1997 Compared to Quarter Ended March 31, 1996
Revenues. Revenues in the first quarter of 1997 were $104.1 million
compared with $106.1 million in the same period in 1996, a decrease of $2.0
million or 1.9%. Revenues from one-way truck rentals and local truck rentals
declined, while revenues from accessory rentals and product sales and other
revenues increased. Revenues from one-way truck rentals were $38.7 million in
the first quarter of 1997 compared with $40.8 million in the same period of
1996, a decrease of $2.1 million or 5.1%. This decline resulted from a decrease
in the average revenue per transaction, partially offset by an increase in the
number of transactions. Revenues from local truck rentals were $43.8 million in
the first quarter of 1997 compared with $44.9 million in the same period of
1996, a decrease of $1.1 million, or 2.5%. This decline resulted from fewer
transactions, partially offset by an increase in the average revenue per
transaction. Accessory rentals and product sales were $18.0 million in the first
quarter of
7
<PAGE>
1997, compared with $17.4 million in the same period of 1996, an increase of
$0.6 million, or 3.4% resulting primarily from an increase in the sales of
liability-limiting products.
In order to improve fleet utilization, the Company reduced the average
operating fleet in the first quarter of 1997 compared with the same period in
1996 by approximately 2,600 trucks. Primarily due to the fleet reduction, total
revenues in the first quarter of 1997 decreased 1.9% from the same period in
1996. However, fleet utilization and revenue per truck increased over the same
period. In the first quarter of 1997, fleet utilization was 40.3% compared with
37.1% for the same period of 1996, while revenue per truck, including accessory
rentals and product sales, increased by 6.7% for the same periods.
Operating expense. Operating expense was $43.0 million in the first quarter
of 1997 compared with $41.7 million in the same period of 1996, an increase of
$1.3 million, or 3.1%. Operating expense as a percentage of revenues increased
to 41.3% in the first quarter of 1997 from 39.3% in the first quarter of 1996.
The increase in operating expense was primarily the result of higher vehicle
operating cost, including bodily injury and property damage, physical damage and
transfer costs as well as an increase in accessory products expense. These
increases were partially offset by lower vehicle maintenance and license costs.
Vehicle transfer cost as a percentage of revenues increased to 3.8% in the first
quarter of 1997 from 2.8% in the first quarter of 1996 as a result of
repositioning revenue earning equipment to areas of higher demand, resulting in
an increase in fleet utilization. Vehicle licensing cost as a percentage of
revenues decreased to 2.0% in the first quarter of 1997 from 2.6% in the first
quarter of 1996 primarily due to a decrease in the average operating fleet of
8.7%.
Selling, general and administrative expense. Selling, general and
administrative expense was $43.2 million in the first quarter of 1997 compared
with $46.3 million in the same period of 1996, a decrease of $3.1 million or
6.7%. Selling, general and administrative expense as a percentage of revenues
declined to 41.5% in the first quarter of 1997 from 43.6% in the same period of
1996. This decrease was primarily the result of lower advertising costs in 1997.
Depreciation (net of gains) and amortization expense. Depreciation (net of
gains) and amortization expense was $23.2 million in the first quarter of 1997
compared with $28.2 million in the same period of 1996, a decrease of $5.0
million or 17.7%. Depreciation expense (net of gains) and amortization as a
percentage of revenues declined to 22.3% in the first quarter of 1997 from 26.6%
in the same period of 1996.
8
<PAGE>
This decrease resulted in part from a 8.7% decrease in the average fleet in the
first quarter of 1997 compared with the same period in 1996, as well as 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. Primarily as a result of this
step-up, there were no vehicle gains or losses on vehicle disposals in the first
quarter of 1997 compared with a $3.3 million gain on vehicle disposals in the
same period of 1996.
Interest expense. Interest expense was $10.2 million for the first quarter
of 1997 compared with $11.2 million in the same period of 1996, a decrease of
$1.0 million, or 8.9%. The decrease reflects the reduction in fleet size and the
associated reduction in borrowing requirements.
Income taxes. The Company's income tax rate was 38.5% for the first quarter
of 1997 and 38.6% for the comparable period of 1996. The difference is primarily
the result of the benefits of the federal surtax exemption available to the
Company.
Seasonality
Truck rentals display some seasonality, with generally higher levels of
demand occurring during the summer months. The Company's third quarter is
typically its strongest quarter. On average, approximately 50% of the Company's
annual revenues are earned during the five-month period beginning in May and
ending in September. The Company's strongest month is typically August, which on
average accounts for 11% to 12% of annual revenues. Because a significant
portion of the Company's customers are self-movers, a larger portion of its
sales are concentrated on weekends. In addition, rentals are generally stronger
during the last weekend of the month, when residential rent and lease contracts
typically expire.
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
9
<PAGE>
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 arise primarily from debt service on
indebtedness incurred in connection with the acquisition, working capital needs
and the funding of capital expenditures.
The Company intends to refinance all of its existing $281.0 million senior
term facility, and a portion of its $150.0 million revolving credit facility,
with the proceeds of the securitization of the truck rental fleet. It is
currently anticipated that the securitization of the truck rental fleet will be
effected through a commercial paper financing, including credit enhancement
facilities, but the refinancing intended to be effected by the securitization
could take other forms. There can be no assurance that the Company will be able
to effect the securitization on terms acceptable to the Company. The Company
anticipates that following the securitization it will retain a smaller revolving
credit facility to meet short term working capital needs.
The Company's capital expenditures, primarily for the purchase of revenue
earning equipment, were $34.7 million for the three months ended March 31, 1997,
compared with $51.9 million for the same period in 1996. 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 $100.0
million and $115.0 million. The Company's ability to make capital expenditures
is subject to certain restrictions under the Senior Bank Facilities.
The Company's principal sources of cash to fund its liquidity needs are net
cash from operating activities, proceeds from sales of revenue earning equipment
and borrowings under a $150.0 million senior revolving credit facility.
The components of net cash from operating activities are detailed in the
financial statements included elsewhere in this Form 10-Q and include net loss
adjusted for (i) depreciation (net of gains) and amortization expense, (ii)
deferred income taxes and (iii) changes in operating assets and liabilities. Net
cash flows from operating activities for the three month period ended March 31,
1997 amounted to $4.1 million. Such amount is comprised of $14.2 million of
income before depreciation, amortization and other non-cash charges
10
<PAGE>
less $10.1 million of working capital changes, principally the outstanding net
payable to or receivable from RTR.
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. Proceeds from such dispositions
were $15.8 million for the first quarter of 1997 compared with $16.6 million for
the same period in 1996, a decrease of $0.8 million, or 4.8%. The change in the
amount of proceeds from dispositions is primarily related to the number and type
of vehicles sold during the respective periods. The Company also disposes of
other property and equipment in the ordinary course of business. Proceeds from
such dispositions are not material.
As of March 31, 1997, no loans were outstanding under the senior revolving
credit facility, and letters of credit in the amount of $12.5 million had been
issued thereunder. Amounts available under the senior revolving credit facility
are subject to borrowing base availability, and may be used for working capital
and general corporate purposes (including $50.0 million for letters of credit),
subject to certain limitations under the Senior Bank Facilities. At March 31,
1997, the Company's availability under the senior revolving credit facility was
approximately $75.5 million. The Company believes that cash generated from
operations and asset dispositions, together with the amounts available under the
senior revolving credit facility, will be adequate to meet its debt service
requirements, capital expenditure requirements and working capital needs for the
foreseeable future, although no assurance can be given in this regard.
11
<PAGE>
PART II-OTHER INFORMATION
ITEM 2-CHANGES IN SECURITIES
On April 4, 1997, the Company sold to certain management employees 1,440
shares of its Class C Common Stock, par value $.01 per share ("Class C Common
Stock"), for $1,000 per share, in reliance upon an exemption pursuant to
Regulation D of the Securities Act of 1933, as amended (the "Securities Act").
The aggregate offering price for such stock was $1,440,000. In addition,
management employees received options to purchase, for the same price,
additional shares of Class C Common Stock. The aggregate number of shares
subject to options is 3,916.
The agreement pursuant to which such shares were issued contains provisions
requiring the Company to repurchase such shares (and any other shares of Class C
Common Stock acquired by such employees) upon an employee's death or retirement
or termination of employment with the Company (generally, for fair market value
in the case of death and fair market or book value in the case of retirement or
termination of employment, depending upon the circumstances of such event). The
purchasers of such 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 in certain sales by Questor Partners Fund,
L.P. and Questor Side-by-Side Partners, L.P. (collectively, "Questor") of its
own shares of Common Stock and the right to participate in certain other
specified transactions. The agreement provides further that it would be a
condition to 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 generally terminate (except with respect
to options granted thereunder) upon such 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 during each year in the period 1998 through
2002. The options are generally non-transferable, and the right to exercise any
unexercised portion thereof expires upon, or within 30 days after, termination
of employment.
12
<PAGE>
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 did not file any reports
on Form 8-K during the first quarter of 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.
RYDER TRS, INC.
By: /s/ Gerald R. Riordan
--------------------------------
Gerald R. Riordan
President
By: /s/ Larry D. Thogmartin
---------------------------------
Larry D. Thogmartin
Vice President & Controller
14
<PAGE>
EXHIBIT INDEX
Exhibit
No.
---
3.1* Restated Certificate of Incorporation of the Company.
3.2* Restated and Amended By-Laws of the Company.
4.1* 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.
4.2* Credit Agreement, dated as of October 17, 1996, among the
Company, The Chase Manhattan Bank and other lending
institutions.
4.3* Security Agreement, dated October 17, 1996, among the
Company, the Guarantor Subsidiaries, and Citicorp, U.S.A., Inc.
4.4* Guarantee Agreement, dated as of October 17, 1996, among the
Guarantor Subsidiaries and Citicorp., U.S.A., Inc.
4.5* Pledge Agreement, dated as of October 17, 1996, among the
Company, certain of its Subsidiaries and Citicorp., U.S.A., Inc.
4.6* Indemnity, Subrogation and Contribution Agreement, dated as
of October 17, 1996, among the Company, the Guarantor
Subsidiaries and Citicorp, U.S.A., Inc.
4.7* Exchange and Registration Rights Agreement, dated November
25, 1996, between the Company and Chase Securities Inc.
10.1* Purchase Agreement, dated November 20, 1996, between the
Company and Chase Securities Inc., relating to the Senior
Subordinated Notes.
10.2* Asset and Stock Purchase Agreement dated as of September 19,
1996 between RTR and the Company.
10.3*+ Dealer Agreement dated October 17, 1996 between RTR and the Company.
10.4*+ Vehicle Maintenance Agreement dated as of October 17, 1996
between RTR and the Company.
10.5*+ Used Truck Sales Agreement dated as of October 17, 1996
between RTR and the Company.
10.6*+ Administrative Services Agreement dated as of October 17,
1996 between RTR and the Company.
10.7*+ MIS Support Agreement dated as of October 17, 1996 between
RTR and the Company.
10.8*+ Sublease Agreement dated as of October 17, 1996 between
Ryder System, Inc. and the Company.
10.9*+ Office License Agreements dated as of October 17, 1996
between RTR and the Company.
10.10* Trademark License Agreement dated October 17, 1996 between
Ryder System, Inc. and the Company.
10.11* Patent License Agreement dated as of October 17, 1996
between RTR and the Company.
10.12* Copyright License Agreement dated as of October 17, 1996
between RTR and the Company.
10.13* Software License Agreement dated as of October 17, 1996
between RTR and the Company.
10.14* Management and Consulting Agreement dated as of October 17,
1996 between the Company and Questor Management Company.
10.15* Letter Agreement dated October 15, 1996 between the Company
and Jay Alix & Associates, Inc.
15
<PAGE>
10.16* Master Motor Vehicle Lease Agreement, dated as of October
17, 1996, between RCTR, Inc. and RTR.
10.17* Vehicle Title Nominee Agreement, dated as of October 17,
1996 between RCTR, Inc. and RTR.
10.18* Lease dated March 12, 1997 between Hamilton Oil Building
Partnership and the Company.
21* Subsidiaries of the Company.
27 Financial Data Schedule.
- ------------------------------------
* Incorporated by reference to the identically numbered exhibit to
the Company's Registration Statement on Form S-4, Registration
No. 333-20397 (the "Company's Registration Statement").
+ Confidential treatment has been granted by the Securities and
Exchange Commission (the "SEC") for portions of these agreements,
which portions were omitted from the Company's Registration
Statement and filed separately with the SEC.
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
THREE MONTHS ENDED MARCH 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 40,781
<SECURITIES> 0
<RECEIVABLES> 9,480
<ALLOWANCES> 1,000
<INVENTORY> 0
<CURRENT-ASSETS> 99,699
<PP&E> 500,853
<DEPRECIATION> 37,978
<TOTAL-ASSETS> 650,932
<CURRENT-LIABILITIES> 78,298
<BONDS> 456,000
0
0
<COMMON> 1
<OTHER-SE> 110,582
<TOTAL-LIABILITY-AND-EQUITY> 650,932
<SALES> 0
<TOTAL-REVENUES> 104,075
<CGS> 0
<TOTAL-COSTS> 43,002
<OTHER-EXPENSES> 65,674
<LOSS-PROVISION> 695
<INTEREST-EXPENSE> 10,199
<INCOME-PRETAX> (15,495)
<INCOME-TAX> (5,966)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,529)
<EPS-PRIMARY> (.77)
<EPS-DILUTED> (.77)
</TABLE>
