-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FEfaI56mDIjMd5vpbTDBikn8dMAxuVMdFIjYCd5Mwn1DfclHxfe73prltzfORRG+ Gy6B0P3cvTAdOMnVyleYWw== 0000950144-95-002249.txt : 19950814 0000950144-95-002249.hdr.sgml : 19950814 ACCESSION NUMBER: 0000950144-95-002249 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYDER SYSTEM INC CENTRAL INDEX KEY: 0000085961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 590739250 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04364 FILM NUMBER: 95561956 BUSINESS ADDRESS: STREET 1: 3600 NW 82ND AVE CITY: MIAMI STATE: FL ZIP: 33166 BUSINESS PHONE: 3055933726 MAIL ADDRESS: STREET 1: 3600 NW 82 AVENUE CITY: MIAMI STATE: FL ZIP: 33166 10-Q 1 RYDER SYSTEM, INC. FORM 10-Q 6/30/95 1 ___________________________________________________________________________ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 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 No. 1-4364 _____________________________________ RYDER SYSTEM, INC. (a Florida corporation) 3600 N.W. 82nd Avenue Miami, Florida 33166 Telephone (305) 593-3726 I.R.S. Employer Identification No. 59-0739250 _____________________________________ 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 --- --- Ryder System, Inc. (the "Registrant" or the "Company") had 78,929,421 shares of common stock ($0.50 par value per share) outstanding as of July 31, 1995. ______________________________________________________________________________ 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS Ryder System, Inc. and Consolidated Subsidiaries
- ------------------------------------------------------------------------------------------------------------------ Periods ended June 30, 1995 and 1994 Second Quarter Six Months ----------------------- ----------------------- (In thousands, except per share amounts) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------ REVENUE $1,324,444 1,176,339 2,557,925 2,248,176 - ------------------------------------------------------------------------------------------------------------------ Operating expense 1,024,338 907,998 2,019,101 1,768,279 Depreciation expense, net of gains (quarter, 1995 - $21,259, 1994 - $18,816; six months, 1995 - $49,957, 1994 - $36,589) 165,671 146,946 314,165 286,493 Interest expense 46,337 35,663 91,446 67,579 Miscellaneous expense 1,178 1,201 1,168 964 - ------------------------------------------------------------------------------------------------------------------ 1,237,524 1,091,808 2,425,880 2,123,315 - ------------------------------------------------------------------------------------------------------------------ Earnings before income taxes and cumulative effect of change in accounting 86,920 84,531 132,045 124,861 Provision for income taxes 35,434 34,689 53,980 51,281 - ------------------------------------------------------------------------------------------------------------------ Earnings before cumulative effect of change in accounting 51,486 49,842 78,065 73,580 Cumulative effect of change in accounting - - (7,759) - - ------------------------------------------------------------------------------------------------------------------ NET EARNINGS $ 51,486 49,842 70,306 73,580 ================================================================================================================== Earnings per common share: Earnings before cumulative effect of change in accounting $ 0.65 0.64 0.99 0.94 Cumulative effect of change in accounting - - (0.10) - - ------------------------------------------------------------------------------------------------------------------ EARNINGS PER COMMON SHARE $ 0.65 0.64 0.89 0.94 - ------------------------------------------------------------------------------------------------------------------ Cash dividends per common share $ 0.15 0.15 0.30 0.30 - ------------------------------------------------------------------------------------------------------------------ Average common and common equivalent shares 79,291 78,386 79,141 78,415 ==================================================================================================================
See accompanying notes to consolidated condensed financial statements. 3 Item 1. Financial Statements (continued) CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS Ryder System, Inc. and Consolidated Subsidiaries
- ------------------------------------------------------------------------------------------------------------ Six months ended June 30, 1995 and 1994 (In thousands) 1995 1994 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 70,306 73,580 Cumulative effect of change in accounting 7,759 - Depreciation expense, net of gains 314,165 286,493 Deferred income taxes 38,636 19,004 Proceeds from sales of receivables 30,000 - Increase in working capital items and other, net (21,812) (53,047) - ------------------------------------------------------------------------------------------------------------ 439,054 326,030 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Debt proceeds 912,363 469,387 Debt repaid, including capital lease obligations (432,579) (99,505) Common stock issued 2,441 16,171 Dividends on common stock (23,637) (23,301) - ------------------------------------------------------------------------------------------------------------ 458,588 362,752 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and revenue earning equipment (1,253,630) (849,818) Sales of property and revenue earning equipment 189,453 140,891 Sale and leaseback of revenue earning equipment 150,000 100,000 Acquisitions, net of cash acquired - (72,984) Other, net 18,681 23,600 - ------------------------------------------------------------------------------------------------------------ (895,496) (658,311) - ------------------------------------------------------------------------------------------------------------ INCREASE IN CASH AND CASH EQUIVALENTS 2,146 30,471 Cash and cash equivalents at January 1 75,878 56,691 - ------------------------------------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS AT JUNE 30 $ 78,024 87,162 ============================================================================================================
See accompanying notes to consolidated condensed financial statements. 4 Item 1. Financial Statements (continued) CONSOLIDATED CONDENSED BALANCE SHEETS Ryder System, Inc. and Consolidated Subsidiaries
- ------------------------------------------------------------------------------------------------------------ June 30, December 31, (Dollars in thousands, except per share amounts) 1995 1994 - ------------------------------------------------------------------------------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 78,024 75,878 Receivables 312,320 316,855 Inventories 60,419 57,124 Tires in service 189,448 164,347 Deferred income taxes 38,842 51,619 Prepaid expenses and other current assets 129,995 92,999 - ------------------------------------------------------------------------------------------------------------ Total current assets 809,048 758,822 - ------------------------------------------------------------------------------------------------------------ Revenue earning equipment 5,774,384 5,330,586 Less accumulated depreciation (2,149,258) (2,195,522) - ------------------------------------------------------------------------------------------------------------ Net revenue earning equipment 3,625,126 3,135,064 - ------------------------------------------------------------------------------------------------------------ Operating property and equipment 1,119,754 1,044,808 Less accumulated depreciation (481,538) (450,480) - ------------------------------------------------------------------------------------------------------------ Net operating property and equipment 638,216 594,328 - ------------------------------------------------------------------------------------------------------------ Direct financing leases and other assets 253,843 223,680 Intangible assets and deferred charges 304,341 302,579 - ------------------------------------------------------------------------------------------------------------ $ 5,630,574 5,014,473 ============================================================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 164,715 118,103 Accounts payable 450,861 422,532 Accrued expenses 543,821 552,518 - ------------------------------------------------------------------------------------------------------------ Total current liabilities 1,159,397 1,093,153 - ------------------------------------------------------------------------------------------------------------ Long-term debt 2,254,083 1,794,795 Other non-current liabilities 441,678 426,848 Deferred income taxes 593,050 570,653 Shareholders' equity: Common stock of $0.50 par value per share (shares outstanding at June 30, 1995 - 78,876,503; December 31, 1994 - 78,760,742) 541,542 539,101 Retained earnings 649,895 603,226 Translation adjustment (9,071) (13,303) - ------------------------------------------------------------------------------------------------------------ Total shareholders' equity 1,182,366 1,129,024 - ------------------------------------------------------------------------------------------------------------ $ 5,630,574 5,014,473 ============================================================================================================
See accompanying notes to consolidated condensed financial statements. 5 Item 1. Financial Statements (continued) NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (A) INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with the accounting policies described in the 1994 Annual Report and should be read in conjunction with the consolidated financial statements and notes which appear in that report. These statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. (B) ACCOUNTING CHANGE Effective January 1, 1995, the Company adopted Statement of Financial Accounting Standards No. 116, "Accounting for Contributions Received and Contributions Made," which requires that promises to make contributions be recognized in the financial statements as an expense and a liability when a promise is made. As a result, a pretax charge of $12.2 million ($7.8 million after tax, or $0.10 per common share) was recorded as the cumulative effect of a change in accounting principle to establish a liability for the present value of the Company's total outstanding charitable commitments as of January 1, 1995. Prior to the adoption of the new statement, charitable contributions were recorded in the financial statements in the period in which they were paid. Approximately one-half of the charitable commitments recognized as a result of adopting the new statement will be paid in 1995 with the remainder payable from 1996 through 1999. 6 KPMG PEAT MARWICK LLP CERTIFIED PUBLIC ACCOUNTANTS One Biscayne Tower Telephone 305-358-2300 Suite 2900 Telecopier 305-577-0544 2 South Biscayne Boulevard Miami, FL 33131 Independent Accountants' Review Report The Board of Directors and Shareholders Ryder System, Inc.: We have reviewed the accompanying consolidated condensed balance sheet of Ryder System, Inc. and subsidiaries as of June 30, 1995, and the related consolidated condensed statements of earnings for the three- and six-month periods ended June 30, 1995 and 1994 and the consolidated condensed statements of cash flows for the six-month periods ended June 30, 1995 and 1994. These consolidated condensed financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Ryder System, Inc. and subsidiaries as of December 31, 1994, and the related consolidated statements of earnings and cash flows for the year then ended (not presented herein); and in our report dated February 7, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 1994, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. As discussed in the notes to the consolidated condensed financial statements, in 1995, Ryder System, Inc. and subsidiaries changed its method of accounting for contributions received and contributions made. KPMG Peat Marwick LLP Miami, Florida July 24, 1995 7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition -- Three and six months ended June 30, 1995 and 1994 RESULTS OF OPERATIONS The Company reported earnings before income taxes of $87 million in the second quarter of 1995, compared with $85 million in last year's second quarter. Earnings before income taxes and cumulative effect of change in accounting in the first half of 1995 were $132 million, compared with $125 million in the first half of 1994. Pretax earnings in 1995 included a second quarter benefit of $8 million ($6 million after tax) resulting from the favorable resolution of certain operating tax matters. In addition to the operating tax benefit, pretax earnings in the second quarter and first half of 1995 benefited from increased revenue, an expansion in total operating margin dollars and higher gains on vehicle sales. Pretax earnings also benefited from lower workers' compensation expense due to improved experience with prior years' claims and lower vehicle liability expense as a result of improved vehicle accident claim experience. Offsetting most of the positive impact of these items were higher interest expense and continued high levels of investments in reengineering and logistics and systems capabilities. Net earnings in the second quarter of 1995 were $51 million, or $0.65 per common share, compared with $50 million, or $0.64 per common share, in the second quarter of 1994. Earnings before cumulative effect of change in accounting in the first half of 1995 were $78 million, or $0.99 per common share, compared with $74 million, or $0.94 per common share, in the first half of 1994. Net earnings in the first half of 1995 were $70 million, or $0.89 per common share, which included a first quarter after tax charge of $8 million for the cumulative effect of a change in accounting for charitable contributions (see "Accounting Change" below). The Company's effective tax rate in the second quarter and first half of 1995 was relatively unchanged compared with the same periods in 1994. Revenue increased 13% and 14% in the second quarter and the first half of 1995, respectively, compared with the same periods last year. Vehicle Leasing & Services revenue increased 15% in the second quarter and 16% in the first half of 1995, compared with the same periods in 1994, led by the division's two primary contractual product lines, full service truck leasing and dedicated logistics. Automotive Carriers revenue was 4% lower in the second quarter and relatively unchanged in the first half of 1995 compared with the same periods last year. Operating expense increased 13% and 14% in the second quarter and first half of 1995, respectively, compared with the same periods in 1994. These increases were due primarily to normal costs associated with higher business volumes and also included higher equipment rental costs resulting from an increase in the number of vehicles leased by the Company as lessee under operating lease agreements. Depreciation expense (before gains on vehicle sales) increased 13% in both the second quarter and first half of 1995 compared with the same periods last year. Higher depreciation resulted from an increase in the size of the vehicle fleet, primarily as a result of strong sales of new logistics and full service lease contracts over the past several quarters. Gains on vehicle sales were $2 million and $13 million higher in the second quarter and first half of 1995, respectively, compared with the same periods in 1994. The number of units sold in the second quarter of 1995 was about the same compared with last year's second quarter, although gains per unit were higher. In the first half of 1995, higher gains were attributable to an increase in both the number of vehicles sold and the average gain per vehicle. 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three and six months ended June 30, 1995 and 1994 Interest expense increased $11 million and $24 million in the second quarter and first half of 1995, respectively, compared with the same periods in 1994. These increases were due primarily to higher outstanding debt levels, as a result of expanded investment in the vehicle fleet, combined with higher average rates on the Company's variable rate debt. Less than one-third of the Company's financing obligations have variable interest rates. As part of the Company's continuing reengineering initiatives and strategy to reduce costs and improve efficiency and productivity, the Company is adjusting employee levels by eliminating positions within certain business units in the third quarter of 1995. While some of the affected employees will be offered positions in the Company's rapidly growing logistics business, earnings in the third quarter of 1995 will be impacted by severance and relocation costs associated with these actions. VEHICLE LEASING & SERVICES Revenue in the second quarter and first half of 1995 for Vehicle Leasing & Services increased 15% and 16%, respectively, compared with the same periods in 1994. Revenue from full service truck leasing, the division's largest product line, increased 14% in both the second quarter and first half of 1995, compared with the same periods last year. Dedicated logistics revenue increased 41% and 45% in the second quarter and first half, respectively, over the same 1994 periods. Revenue increases for both product lines reflected strong new business sales over the past several quarters and, to a lesser extent, acquisitions made in the United Kingdom in 1994. Revenue from the division's public transportation services businesses increased 9% and 11% in the second quarter and first half of 1995, respectively, compared with the same periods last year, due primarily to the addition of new contracts. Commercial truck rental revenue increased 11% and 13% in the second quarter and first half of 1995, respectively, compared with the same periods in 1994. Higher demand created by new full service truck lease customers using rental vehicles while awaiting delivery of new lease vehicles was the largest contributing factor to these increases. Revenue from consumer truck rental was about the same in both the second quarter and first half of 1995 compared with the same periods last year, reflecting higher demand for long-distance rentals offset by lower demand for local rentals. Pretax profits for Vehicle Leasing & Services were $75 million in the second quarter of 1995 compared with $74 million in the second quarter of 1994. For the six months ended June 30, 1995, pretax earnings were $115 million compared with $111 million last year. The division's portion of the operating tax benefit recognized by the Company in the second quarter of 1995 was $5 million pretax. Margin (revenue less direct operating expenses, depreciation and interest expense) from both full service truck leasing and dedicated logistics was higher in the second quarter and first half of 1995 compared with the same periods last year, due to increased revenue. Full service truck leasing margin as a percentage of revenue was lower for both periods, due primarily to lower prices on new leases compared with prices on those expiring, combined with higher interest expense. Dedicated logistics margin as a percentage of revenue was also lower for both periods, due primarily to higher driver wages and new contract start-up costs. Margin and margin as a percentage of revenue from the division's public transportation services businesses were higher in the second quarter and first half of 1995 compared with the same periods in 1994, due mainly to increased revenue and lower workers' compensation and vehicle liability expenses. 9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three and six months ended June 30, 1995 and 1994 Commercial truck rental margin was about the same in the second quarter and first half of 1995 compared with last year, and margin as a percentage of revenue was lower for both periods. Lower margin percentages were due primarily to higher interest expense, a decline in asset utilization and lower pricing due, in part, to a greater portion of commercial truck rental revenue being generated from new lease customers awaiting delivery of lease vehicles. Consumer truck rental margin and margin as a percentage of revenue were relatively unchanged in the second quarter and first half of 1995 compared with the same periods in 1994. Margins in both 1995 periods were impacted by lower asset utilization as a result of lower demand for local truck rentals, lower pricing on long distance rentals and higher interest expense. Lower vehicle liability expense offset these consumer truck rental margin reductions. Operating results for consumer truck rental and, to a lesser extent, commercial truck rental, have been impacted in 1995 by weakness in certain sectors of the U.S. economy. Any continued weakness in economic conditions could negatively impact operating results for the truck rental product lines in the second half of the year. For the division as a whole, higher overall margin dollars and higher gains on vehicle sales in both 1995 periods and the second quarter operating tax benefit were offset by higher indirect operating expenses resulting from general increases in business activity, as well as continued investments related to reengineering initiatives and the development of greater logistics and systems capabilities. AUTOMOTIVE CARRIERS Automotive Carriers revenue in the second quarter decreased 4% and was about the same in the first half of 1995 compared with the same periods in 1994. Revenue comparisons were impacted by lower pricing as well as overall changes in vehicle production in North America. Total vehicle production in North America was slightly lower in the second quarter of 1995 compared with the same period in 1994, while first half vehicle production was slightly higher than last year. Automotive Carriers pretax earnings were $19 million in the second quarter of 1995, compared with $17 million in last year's second quarter. For the six months ended June 30, 1995, pretax earnings were $28 million compared with $25 million in the first half of last year. The division's portion of the operating tax benefit recognized by the Company in the second quarter of 1995 was $3 million before tax. Pretax earnings in the second quarter and first half of 1995 also benefited from lower workers' compensation expense. Earnings for Automotive Carriers in the second half of 1995 could be affected by changes in vehicle production in North America. The truckaway industry's collective bargaining agreement with the International Brotherhood of Teamsters expired on May 21, 1995. A proposed agreement submitted by industry representatives was recently rejected by Teamsters members. Negotiations are scheduled to resume on August 15, 1995. OTHER Other, which is comprised primarily of corporate administrative costs, reported net expenses in the second quarter and first half of 1995 of $7 million and $11 million, respectively, compared with net expenses of $6 million and $11 million, respectively, in the same periods last year. ACCOUNTING CHANGE The Company adopted Statement of Financial Accounting Standards No. 116, "Accounting for Contributions Received and Contributions Made," effective January 1, 1995. The Statement requires that promises to make contributions be recognized in the financial statements as an expense and a liability when a promise is made. As a result, the Company recorded a first quarter pretax charge of $12 million ($8 million after tax, or $0.10 per common share), to record the cumulative effect of the change in accounting principle and establish a liability for the present value of the Company's total outstanding charitable commitments as of January 1, 1995. 10 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) -- Three and six months ended June 30, 1995 and 1994 LIQUIDITY AND CAPITAL RESOURCES Total capital expenditures in the first half of 1995 were $1.25 billion, compared with $850 million in the first half of 1994, due primarily to fleet growth brought about by new full service lease and logistics sales. Capital expenditures for full service truck leasing (which include the equipment required to service new dedicated logistics customers) were $664 million in the first half of 1995, an increase of $217 million compared with last year's first half, due primarily to continued higher levels of new business sales. Capital expenditures for commercial and consumer truck rental increased $95 million and $30 million, respectively, in the first half of 1995 compared with last year's first half, due primarily to the timing of expenditures and a plan to replace older units. Capital expenditures for the truck rental product lines in the second half of 1995 are expected to be lower than last year's second half, and actions are being taken to reduce rental fleet levels over the remainder of the year. Capital expenditures in Automotive Carriers increased $38 million in the first half of 1995 compared with the same period last year, as a result of planned fleet replacement. Capital expenditures in all other product lines increased $24 million in the first half of 1995 compared with the first half of 1994, reflecting higher expenditures on operating property and equipment, primarily relating to reengineering and systems initiatives, and facilities improvements. Total debt at June 30, 1995 was $2.4 billion, compared with $1.9 billion at December 31, 1994. The increase in debt was due to financing requirements associated with 1995 capital expenditures driven primarily by strong sales of new logistics and full service truck lease contracts in 1994 and the first half of 1995. During the first six months of 1995, the Company issued $738 million of medium-term unsecured notes. U.S. commercial paper outstanding at the end of the second quarter of 1995 was $118 million, compared with $44 million at December 31, 1994. The Company redeemed $300 million of unsecured notes at par and made $58 million of scheduled unsecured note payments during the first half of 1995. The Company's debt to equity ratio at June 30, 1995 and March 31, 1995 was 205%, compared with 169% at December 31, 1994. Cash flow from operating activities in the first six months of 1995 was $439 million compared with $326 million in the same period last year. The increase resulted primarily from higher non-cash charges for depreciation and deferred income taxes and an increase in the level of receivables sold on a revolving basis as part of the Company's receivables securitization program. Cash flow from operating activities (excluding sales of receivables) plus asset sales as a percentage of capital expenditures was 48% in the first half of 1995 compared with 55% in the same period last year. As part of its financing program, the Company periodically enters into sale and leaseback agreements for revenue earning equipment which are treated as operating leases. Proceeds from sale-leaseback transactions were $150 million in the first half of 1995 compared with $100 million in the first half of 1994. At June 30, 1995 and December 31, 1994, the Company had interest rate swap agreements with aggregate notional amounts outstanding of $673 million and interest rate cap agreements with aggregate notional amounts totaling $350 million outstanding. These instruments have been assigned to specific financial obligations, and amounts to be paid or received under the agreements are recognized over the terms of the agreements as adjustments to earnings. The Company has no derivative instruments held for trading purposes or that are leveraged. The Company had contractual lines of credit totaling $694 million at June 30, 1995, of which $568 million was available. Also, at June 30, 1995, the Company had $497 million of debt securities available under a shelf registration filed in 1995. 11 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) - - Three and six months ended June 30, 1995 and 1994 SELECTED FINANCIAL AND OPERATIONAL DATA (Dollars in thousands)
Second Quarter Six Months ------------------------- ------------------------ 1995 1994 1995 1994 - ----------------------------------------------------------------------------------------------------------- VEHICLE LEASING & SERVICES Revenue: Full service lease and programmed maintenance $ 520,420 456,405 1,024,170 901,245 Commercial and consumer rental 304,564 288,423 551,888 515,510 Dedicated logistics 232,969 165,503 453,942 314,020 Public transportation 103,081 94,594 211,578 190,731 Other and eliminations (4,241) (1,661) (9,849) (993) ---------- --------- --------- --------- Total 1,156,793 1,003,264 2,231,729 1,920,513 Operating expense 877,055 753,923 1,726,757 1,470,261 Depreciation expense 176,200 155,704 343,105 303,844 Gains on sale of revenue earning equipment (20,637) (18,551) (48,765) (36,222) Interest expense 47,850 37,365 94,491 70,547 Miscellaneous expense, net 1,407 1,304 1,530 1,305 ---------- --------- --------- --------- Earnings before income taxes $ 74,918 73,519 114,611 110,778 ========== ========= ========= ========= Fleet size (owned and leased): Full service lease 93,826 82,700 Commercial and consumer rental 85,816 75,252 Buses operated or managed 12,842 12,200 Ryder Truck Rental service locations 1,114 1,065 - ----------------------------------------------------------------------------------------------------------- AUTOMOTIVE CARRIERS Revenue $ 170,609 177,328 335,606 335,834 ========== ========= ========= ========= Earnings before income taxes $ 18,931 17,037 28,456 25,217 ========== ========= ========= ========= Total units transported (000) 1,668 1,708 3,282 3,212 Total miles traveled (000) 62,149 64,380 125,050 121,864 Auto transports: Owned and leased 3,423 3,916 Owner-operators 456 527 Locations 83 88 - -----------------------------------------------------------------------------------------------------------
12 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders: (a) The annual meeting of stockholders of Ryder System, Inc. was held on May 5, 1995. (b) All director nominees were elected. (c) Certain matters voted on at the meeting and the votes cast with respect to such matters are as follows:
Votes Cast -------------------------- Broker For Against Abstain Non-votes ------- ------- ------- --------- Management Proposals - -------------------- Ratification of Stock for Merit Increase Replacement Plan 64,151,202 4,056,118 750,579 0 Ratification of 1995 Stock Incentive Plan 52,609,210 15,599,654 749,036 0 Ratification of appointment of independent auditors 68,645,290 200,478 112,133 0 Stockholder Proposals - --------------------- Relating to annual election of all directors 32,002,250 29,976,527 1,551,932 5,427,191 Relating to Preferred Share Purchase Rights Plan 40,334,319 21,506,169 1,690,221 5,427,191
13 Election of Directors - ---------------------
Director Votes Received Votes Withheld Joseph L. Dionne 68,612,395 345,506 Vernon E. Jordan, Jr. 67,981,628 976,273 James W. McLamore 68,627,740 330,162 Paul J. Rizzo 68,633,828 324,073 Alva O. Way 68,613,640 344,261
Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits (3.1) The Ryder System, Inc. Restated Articles of Incorporation, dated November 8, 1985, as amended through May 18, 1990, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, are incorporated by reference into this report. (3.2) The Ryder System, Inc. By-Laws, as amended through November 23, 1993, previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, are incorporated by reference into this report. (10.1) The Ryder System, Inc. Stock for Merit Increase Replacement Plan, effective May 5, 1995, previously filed with the Commission on March 24, 1995, as an appendix to the Company's 1995 Proxy Statement, is incorporated by reference into this report. (10.2) The Ryder System, Inc. 1995 Stock Incentive Plan, effective May 5, 1995, previously filed with the Commission on March 24, 1995, as an appendix to the Company's 1995 Proxy Statement, is incorporated by reference into this report. (11) Statement regarding computation of per share earnings. (15) Letter regarding unaudited interim financial statements. (27) Financial data schedule (for SEC use only). (b) Reports on Form 8-K A report on Form 8-K, dated April 20, 1995, was filed by the Registrant with respect to the results of operations for the three month period ended March 31, 1995. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RYDER SYSTEM, INC. (Registrant) Date: August 11, 1995 /s/ Edwin A. Huston -------------------------------------- Edwin A. Huston Senior Executive Vice President-Finance and Chief Financial Officer (Principal Financial Officer) Date: August 11, 1995 /s/ Anthony G. Tegnelia ------------------------------------- Anthony G. Tegnelia Senior Vice President and Controller (Principal Accounting Officer) EX-11 2 STATEMENT RE:COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 Statement Regarding Computation of Per Share Earnings Primary earnings per share are computed by dividing earnings available to common shares by the weighted average number of common and common equivalent shares outstanding during the period. For purposes of computing primary earnings per share, common equivalent shares include the average number of common shares issuable upon the exercise of all employee stock options and awards and outstanding employee stock subscriptions, if dilutive, less the common shares which could have been purchased at the average market price during the period, with the assumed proceeds, including "windfall" tax benefits, from the exercise of the options, awards and subscriptions. Fully-diluted earnings per share are computed by dividing the sum of earnings available to common shares by the weighted average number of common shares, common equivalent shares and common shares assumed converted from potentially dilutive securities outstanding during the period. For purposes of computing fully-diluted earnings per share, common equivalent shares are computed on a basis comparable to that for primary earnings per share, except that common shares are assumed to be purchased at the market price at the end of the period, if dilutive. EX-15 3 LETTER RE:UNAUDITED INTERIM FINANICAL STATEMENTS 1 EXHIBIT 15 KPMG PEAT MARWICK LLP CERTIFIED PUBLIC ACCOUNTANTS One Biscayne Tower Telephone 305-358-2300 Suite 2900 Telecopier 305-557-0544 2 South Biscayne Boulevard Miami, FL 33131 The Board of Directors Ryder System, Inc.: We acknowledge our awareness of the incorporation by reference in the following Registration Statements of our report dated July 24, 1995 related to our review of interim financial information: Form S-3: - Registration Statement No. 33-20359 covering $1,000,000,000 aggregate principal amount of debt securities. - Registration Statement No. 33-50232 covering $800,000,000 aggregate principal amount of debt securities. - Registration Statement No. 33-58667 covering $800,000,000 aggregate principal amount of debt securities. Form S-8: - Registration Statement No. 33-20608 covering the Ryder System Employee Stock Purchase Plan. - Registration Statement No. 33-4333 covering the Ryder Employee Savings Plan. - Registration Statement No. 1-4364 covering the Ryder System Profit Incentive Stock Plan. - Registration Statement No. 33-69660 covering the Ryder System, Inc. 1980 Stock Incentive Plan. - Registration Statement No. 33-37677 covering the Ryder System UK Stock Purchase Scheme. 2 The Board of Directors Ryder System, Inc. Page 2 - Registration Statement No. 33-442507 covering the Ryder Student Transportation Services, Inc. Retirement/Savings Plan. - Registration Statement No. 33-63990 covering the Ryder System, Inc. Directors' Stock Plan. - Registration Statement No. 33-58001 covering the Ryder System, Inc. Employee Savings Plan A. - Registration Statement No. 33-58003 covering the Ryder System, Inc. Employee Savings Plan B. - Registration Statement No. 33-58045 covering the Ryder System, Inc. Savings Restoration Plan. - Registration Statement No. 33-61509 covering the Ryder System, Inc. Stock for Merit Increase Replacement Plan. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. KPMG Peat Marwick LLP Miami, Florida August 11, 1995 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS AND STATEMENTS OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 78,024 0 312,320 0 60,419 809,048 6,894,138 2,630,796 5,630,574 1,159,397 2,254,083 541,542 0 0 640,824 5,630,574 0 2,557,925 0 2,334,434 0 0 91,446 132,045 53,980 78,065 0 0 (7,759) 70,306 0.89 0
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