1
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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, 1994
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
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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
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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:
X YES NO
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Ryder System, Inc. (the "Registrant" or the "Company") had 78,569,251 shares of
common stock ($0.50 par value per share) outstanding as of July 31, 1994.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Ryder System, Inc. and Consolidated Subsidiaries
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Periods ended June 30, 1994 and 1993 Second Quarter Six Months
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(In thousands, except per share amounts) 1994 1993 1994 1993
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REVENUE $1,176,339 1,080,233 2,248,176 2,079,890
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Operating expense 907,998 843,262 1,768,279 1,650,822
Depreciation expense, net of gains (quarter, 1994 - $18,816,
1993 - $12,842; six months, 1994 - $36,589, 1993 - $28,364) 146,946 135,660 286,493 263,313
Interest expense 35,663 31,989 67,579 62,059
Miscellaneous expense (income) 1,201 (337) 964 (65)
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1,091,808 1,010,574 2,123,315 1,976,129
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Earnings from continuing operations
before income taxes 84,531 69,659 124,861 103,761
Provision for income taxes 34,689 28,915 51,281 43,071
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Earnings from continuing operations 49,842 40,744 73,580 60,690
Loss from discontinued operations - (162,948) - (158,658)
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Earnings (loss) before cumulative effect of
change in accounting 49,842 (122,204) 73,580 (97,968)
Cumulative effect of change in accounting - - - (25,433)
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NET EARNINGS (LOSS) 49,842 (122,204) 73,580 (123,401)
Preferred dividend requirements - 1,028 - 3,617
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EARNINGS (LOSS) APPLICABLE TO COMMON SHARES $ 49,842 (123,232) 73,580 (127,018)
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Earnings (loss) per common share:
Continuing operations $ 0.64 0.51 0.94 0.74
Discontinued operations - (2.11) - (2.06)
Cumulative effect of change in accounting - - - (0.33)
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EARNINGS (LOSS) PER COMMON SHARE $ 0.64 (1.60) 0.94 (1.65)
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Cash dividends per common share $ 0.15 0.15 0.30 0.30
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Average common and common equivalent shares 78,386 77,158 78,415 77,109
==============================================================================================================
See accompanying notes to consolidated condensed financial statements.
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Item 1. Financial Statements (continued)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Ryder System, Inc. and Consolidated Subsidiaries
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Six months ended June 30, 1994 and 1993
(In thousands) 1994 1993
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CONTINUING OPERATIONS
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings from continuing operations $ 73,580 60,690
Depreciation expense, net of gains 286,493 263,313
Deferred income taxes 19,004 14,350
Decrease (increase) in working capital items (60,102) 30,463
Other, net 7,055 9,062
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326,030 377,878
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CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds 469,387 412,085
Debt repaid, including capital lease obligations (99,505) (158,123)
Preferred stock redeemed - (100,000)
Common stock issued 16,171 16,215
Dividends on common and preferred stock (23,301) (27,695)
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362,752 142,482
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and revenue earning equipment (849,818) (650,707)
Sales of property and revenue earning equipment 140,891 126,266
Sale and leaseback of revenue earning equipment 100,000 -
Acquisitions, net of cash acquired (72,984) -
Other, net 23,600 19,800
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(658,311) (504,641)
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NET CASH FLOWS FROM CONTINUING OPERATIONS 30,471 15,719
NET CASH FLOWS FROM DISCONTINUED OPERATIONS - 995
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INCREASE IN CASH AND CASH EQUIVALENTS 30,471 16,714
Cash and cash equivalents at January 1 56,691 50,747
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CASH AND CASH EQUIVALENTS AT JUNE 30 $ 87,162 67,461
===============================================================================================
See accompanying notes to consolidated condensed financial statements.
4
Item 1. Financial Statements (continued)
CONSOLIDATED CONDENSED BALANCE SHEETS
Ryder System, Inc. and Consolidated Subsidiaries
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June 30, December 31,
(Dollars in thousands, except per share amounts) 1994 1993
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ASSETS
Current assets:
Cash and cash equivalents $ 87,162 56,691
Receivables 294,328 197,956
Inventories 51,486 52,963
Tires in service 157,182 144,488
Deferred income taxes 52,402 60,326
Prepaid expenses and other current assets 112,822 89,020
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Total current assets 755,382 601,444
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Revenue earning equipment 5,138,832 4,784,122
Less accumulated depreciation (2,146,893) (2,108,075)
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Net revenue earning equipment 2,991,939 2,676,047
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Operating property and equipment 963,645 913,421
Less accumulated depreciation (421,995) (402,932)
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Net operating property and equipment 541,650 510,489
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Direct financing leases and other assets 216,382 223,374
Intangible assets and deferred charges 271,150 247,034
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$ 4,776,503 4,258,388
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 119,069 156,503
Accounts payable 356,508 297,282
Accrued expenses 524,146 514,982
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Total current liabilities 999,723 968,767
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Long-term debt 1,780,977 1,374,943
Other non-current liabilities 399,868 397,873
Deferred income taxes 537,022 526,624
Shareholders' equity:
Common stock of $0.50 par value per share (shares outstanding at
June 30, 1994 - 78,146,988; December 31, 1993 - 77,294,484) 525,717 508,832
Retained earnings 546,902 496,623
Translation adjustment (13,706) (15,274)
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Total shareholders' equity 1,058,913 990,181
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$ 4,776,503 4,258,388
============================================================================================================
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 1993 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) ACQUISITIONS
The Company completed a number of acquisitions during the second
quarter of 1994 including a provider of full service truck leasing,
contract maintenance, truck rental and dedicated contract carriage and
a logistics management company. All acquisitions have been accounted
for using the purchase method and were not material in relation to the
Company's total assets. The consolidated condensed financial
statements reflect the results of operations of the acquired
businesses from the acquisition dates. These acquisitions resulted in
goodwill of $26.4 million which is being amortized principally over
10 years. Had the acquisitions been consummated on January 1, 1993,
revenue and net earnings for the six-month periods ended June 30, 1994
and 1993 would not have been materially affected.
(C) DISCONTINUED OPERATIONS
On December 7, 1993, the Company completed the spin off of its
aviation services subsidiaries into a new public company, Aviall, Inc.
Under the terms of the spin off, the Company distributed to common
stockholders one share of Aviall, Inc. common stock for each four
Ryder System, Inc. common shares owned. The distribution had the
effect of reducing the Company's retained earnings by $314 million.
Results of the Company's aviation services subsidiaries in 1993
include a one-time after tax charge of $169.4 million and have been
reported as discontinued operations.
Revenue for the three and six months ended June 30, 1993 for the
discontinued aviation services subsidiaries was $288.3 million and
$565.3 million, respectively.
(D) ACCOUNTING CHANGES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." As a result, a pretax
charge of $41 million ($25 million after tax) was recorded as the
cumulative effect of a change in accounting principle to establish a
liability for the present value of expected future benefits attributed
to employees' service rendered prior to January 1, 1993. The Company
also adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," effective January 1, 1993.
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KPMG PEAT MARWICK
CERTIFIED PUBLIC ACCOUNTANTS
One Biscayne Tower Telephone 305-358-2300
Suite 2900 Telecopier 305-577-0544
2 South Biscayne Boulevard
Miami, FL 33131
Independent Auditors' Report
The Board of Directors
Ryder System, Inc.:
We have reviewed the accompanying consolidated condensed balance sheet of Ryder
System, Inc. and subsidiaries as of June 30, 1994, and the related consolidated
condensed statements of earnings and cash flows for the six-month periods ended
June 30, 1994 and 1993. These 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 accompanying financial statements 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, 1993, 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, 1994, 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, 1993, 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,
the Company changed its method of accounting for income taxes and for
postretirement benefits other than pensions in 1993.
KPMG PEAT MARWICK
Miami, Florida
July 21, 1994
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Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition --
Three and six months ended June 30, 1994 and 1993
RESULTS OF OPERATIONS
The Company's earnings from continuing operations before income taxes were $85
million in the second quarter of 1994, compared with $70 million in last year's
second quarter. Earnings from continuing operations before income taxes in the
first half of 1994 were $125 million, compared with $104 million in the first
half of 1993. Earnings in both the second quarter and the first half of 1994
benefited primarily from higher revenue, improved margins in both commercial
and consumer truck rental, and higher gains on sales of vehicles. Also
contributing to increased earnings were lower costs in Automotive Carriers
primarily as a result of improved operating efficiencies and a fourth quarter
1993 organizational streamlining.
Earnings from continuing operations after taxes in the second quarter of 1994
were $50 million, or $0.64 per common share, compared with $41 million, or
$0.51 per common share, in the second quarter of 1993. Earnings from
continuing operations after taxes in the first half of 1994 were $74 million,
or $0.94 per common share, compared with $61 million, or $0.74 per common
share, in the first half of 1993. The Company's effective tax rate for
continuing operations in the first half of 1994 was 41.1%, compared with 41.5%
in the first half of last year. The Company reported a net loss in the second
quarter of 1993 of $122 million, or $1.60 per common share, which included an
after tax charge of $169 million to restructure the discontinued aviation
segment which was spun off in December 1993. In the first half of 1993, the
Company reported a net loss of $123 million, or $1.65 per common share, which
included the aviation restructuring charge and a first quarter after tax charge
of $25 million related to a change in accounting for postretirement benefits.
Revenue increased 9% and 8% in the second quarter and the first half of 1994,
respectively, compared with the same periods last year. Vehicle Leasing &
Services revenue increased 10% in both the second quarter and the first half of
1994 compared with the same periods in 1993. Automotive Carriers revenue was
slightly higher in the second quarter and the first half of 1994 compared with
last year. Operating expense increased 8% and 7% in the second quarter and
first half of 1994, respectively, compared with the same periods in 1993.
These increases were due primarily to Vehicle Leasing & Services' higher
revenue combined with increased reengineering, sales and marketing spending.
Depreciation expense (net of gains) in the second quarter and first half of
1994 increased 8% and 9%, respectively, compared with the same periods in 1993.
A larger vehicle fleet as a result of record lease sales activity produced most
of these increases. Partially offsetting these increases were higher gains on
vehicle sales of $6 million and $8 million in the second quarter and first half
of 1994, respectively, compared with the same periods in 1993. Higher second
quarter gains resulted from both an increase in the number of vehicles sold and
the average gain per vehicle while the increase in the first half was
attributable to a higher average gain per vehicle sold.
Interest expense increased $4 million and $6 million in the second quarter and
first half of 1994, respectively, compared with the same periods in 1993.
These increases were due primarily to higher average outstanding debt levels in
1994 resulting from the growth in lease sales and the vehicle fleet, compared
with average outstanding debt relating to continuing operations in 1993.
8
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition (continued) --
Three and six months ended June 30, 1994 and 1993
VEHICLE LEASING & SERVICES
Revenue in both the second quarter and first half of 1994 increased 10%
compared with the same periods in 1993. Revenue from full service truck
leasing, the division's largest product line, increased 3% in both the second
quarter and first half of 1994, compared with the same periods last year.
Revenue benefited from an increase in lease sales partially offset by
lower prices on new leases compared with prices on those expiring. Revenue
from commercial truck rental increased 21% and 20% in the second quarter and
first half of 1994, respectively, compared with the same periods in 1993,
reflecting higher demand in both periods. Revenue from consumer truck rental
increased 21% in both the second quarter and first half of 1994 compared with
the same periods last year, primarily resulting from higher demand for local
and long-distance rentals. To satisfy the higher demand, the Company increased
the fleet size in both rental product lines in the first six months of 1994
over 1993 levels. Dedicated logistics revenue increased 16% and 13% in the
second quarter and first half of 1994, respectively, compared with the same
periods last year due to higher levels of new business sales made. Revenue
from the division's public transportation services businesses increased 4% in
both the second quarter and first half of 1994 compared with the same periods
last year, due primarily to several new student transportation contracts.
Vehicle Leasing & Services earned pretax profits of $74 million in the second
quarter of 1994 compared with $65 million in the second quarter of 1993. For
the six months ended June 30, 1994, pretax earnings were $111 million compared
with $99 million last year. Margin (revenue less direct operating expenses,
depreciation and interest expense) and margin as a percentage of revenue for
full service truck leasing were slightly lower in the second quarter and first
half of 1994 compared with the same periods last year. Margins in both 1994
periods were impacted by lower new lease prices combined with an increase in
interest expense. Margin and margin as a percentage of revenue for commercial
and consumer truck rental increased in both the second quarter and first half
of 1994 compared with the same periods last year, reflecting greater demand, a
larger fleet and higher fleet utilization. Dedicated logistics margin dollars
increased during the second quarter and first half of 1994 compared with the
same periods last year due to higher revenue; margin as a percentage of revenue
was relatively unchanged in the same periods. For the division as a whole,
higher overall margin dollars combined with higher vehicle gains in both 1994
periods were partially offset by continued investments in reengineering, sales
and marketing programs, and other systems and logistics technology activity.
AUTOMOTIVE CARRIERS
Revenue in both the second quarter and first half of 1994 was slightly higher
than last year's second quarter and first half. Revenue for both periods in
1994 reflects an increase in the number of units shipped, offset by a decline
in the average length of haul. The division's 1994 shipments of General Motors
vehicles were lower in both the second quarter and first six months of 1994
compared with the same periods in 1993, primarily as a result of extended model
changeover periods. However, this decrease was more than offset by increases
in the number of vehicles shipped for other manufacturers of 15% and 14% in the
second quarter and first half of 1994, respectively, resulting from an increase
in automobile sales.
Automotive Carriers pretax earnings were $17 million in the second quarter of
1994, compared with $12 million in the prior year's second quarter. For the
six months ended June 30, 1994, pretax earnings were $25 million compared with
$16 million in the first half of last year. Pretax earnings benefited
primarily from improved operating efficiencies, a fourth quarter 1993
organizational streamlining and lower depreciation expense resulting from an
increase in the average age of the fleet. Earnings in the second half of 1994
will be somewhat impacted by an increase in Teamsters wage and benefit costs
which became effective June 1, 1994.
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Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition (continued) --
Three and six months ended June 30, 1994 and 1993
OTHER
Other, which is comprised primarily of corporate administrative costs, reported
losses in the second quarter and first half of 1994 of $6 million and $11
million, respectively, compared with losses of $8 million and $12 million in the
same periods last year.
LIQUIDITY AND CAPITAL RESOURCES
Total capital expenditures in the first half of 1994 were $850 million,
compared with $651 million in the first half of 1993. Capital expenditures for
full service truck leasing and commercial truck rental increased $133 million
and $40 million, respectively, in the first half of 1994 compared with the
first half of 1993, due primarily to higher lease sales and an effort to
increase market share within certain rental market segments. Consumer truck
rental capital expenditures decreased $15 million in the first half of 1994
compared with last year due to higher levels of spending in 1993 as a result of
a different level of fleet replacement. Capital expenditures in Automotive
Carriers declined $11 million in the first half of 1994 compared with the same
period last year reflecting the timing of fleet purchases. Capital
expenditures in all other product lines increased $52 million in the first
half of 1994 compared with the first half of 1993 reflecting higher
expenditures on revenue earning equipment in the Company's public
transportation services businesses and increased expenditures on operating
property, primarily relating to reengineering and systems initiatives, and
facilities improvements.
During the second quarter of 1994, the Company made expenditures of $73 million
on strategic acquisitions including substantially all the assets of LogiCorp,
Inc., a logistics management company, and Lend Lease Trucks Inc., a provider of
full service truck leasing, contract maintenance, truck rental and dedicated
contract carriage. The Company will continue to evaluate strategic acquisition
opportunities as a means of strengthening its core businesses.
Cash flow from operating activities in the first six months of 1994 was $326
million, compared with $378 million in the same period last year. The decrease
resulted primarily from an increase in several working capital items partially
offset by improved earnings and an increase in depreciation expense. The most
significant working capital change impacting comparisons was an increase in
receivables. Higher receivables in 1994 resulted from an increase in revenue
combined with the impact of a reduction in the outstanding balance of
receivables sold on a revolving basis. Cash flow from continuing operating
activities plus asset sales as a percentage of capital expenditures was 55% in
the first half of 1994, compared with 77% in the same period last year. This
percentage declined as a result of changes in working capital requirements and
the strategic timing of capital expenditures, but is likely to increase in the
remainder of 1994.
Total debt at June 30, 1994 was $1.9 billion, compared with $1.5 billion at
December 31, 1993. During the first six months of 1994, the Company issued
$211 million of medium-term unsecured notes and made $85 million of scheduled
unsecured note payments. U.S. commercial paper outstanding at the end of the
second quarter of 1994 was $307 million, compared with $84 million at December
31, 1993. The Company's debt to equity ratio at June 30, 1994, was 179%,
compared with 155% at December 31, 1993. As part of its financing program, the
Company periodically enters into sale and leaseback agreements for revenue
earning equipment which are accounted for as operating leases. Proceeds from
sale-leaseback transactions were $100 million during the first six months of
1994. The Company did not enter into any sale-leaseback transactions during
1993. The Company had interest rate swap agreements outstanding at June 30,
1994 and December 31, 1993 with aggregate notional amounts of $676 million and
$315 million, respectively. At June 30, 1994, interest rate cap agreements
with aggregate notional amounts totaling $350 million were 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 enters into these
agreements to manage its third party interest rate exposure. None of the
Company's derivative financial instruments are leveraged or held for trading
purposes.
The Company had contractual lines of credit totaling $694 million at June 30,
1994, of which $375 million was available. Also, at June 30, 1994, the Company
had $660 million of debt securities available under a shelf registration filed
in 1992.
10
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition (continued) - -
Three and six months ended June 30, 1994 and 1993
SELECTED FINANCIAL AND OPERATIONAL DATA
(Dollars in thousands)
Second Quarter Six Months
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1994 1993 1994 1993
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VEHICLE LEASING & SERVICES
Revenue:
Full service lease and programmed maintenance $ 456,405 441,598 901,245 873,713
Commercial and consumer rental 288,423 238,622 515,510 426,477
Dedicated logistics 165,503 142,822 314,020 278,156
Other 153,018 142,694 306,373 283,851
Eliminations (60,085) (56,088) (116,635) (108,297)
---------- -------- ---------- ----------
Total 1,003,264 909,648 1,920,513 1,753,900
Operating expense 753,923 687,980 1,470,261 1,348,715
Depreciation expense 155,704 136,931 303,844 269,601
Gains on sale of revenue earning equipment (18,551) (12,741) (36,222) (28,254)
Interest expense 37,365 32,366 70,547 64,201
Miscellaneous expense (income) 1,304 (208) 1,305 159
---------- -------- ---------- ----------
Earnings before income taxes $ 73,519 65,320 110,778 99,478
========== ======== ========== ==========
Fleet size (owned and leased):
Full service lease 80,794 73,744
Commercial and consumer rental 75,252 67,395
Buses operated or managed 12,200 12,068
Ryder Truck Rental service locations 1,065 972
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AUTOMOTIVE CARRIERS
Revenue $ 177,328 174,661 335,834 334,277
========== ======== ========== ==========
Earnings before income taxes $ 17,037 12,059 25,217 16,158
========== ======== ========== ==========
Total units transported (000) 1,708 1,623 3,212 3,072
Total miles traveled (000) 64,380 65,258 121,864 125,059
Auto transports:
Owned and leased 3,916 4,250
Owner-operators 527 493
Locations 88 91
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11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial statements.
(b) Form 8-K
No Reports on Form 8-K were filed by the Registrant during the
quarter ended June 30, 1994.
12
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 12, l994 /s/ Edwin A. Huston
----------------------------------------
Edwin A. Huston
Senior Executive Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: August 12, l994 /s/ Anthony G. Tegnelia
----------------------------------------
Anthony G. Tegnelia
Senior Vice President
and Controller (Principal
Accounting Officer)