-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EtiIEbwXblCZNYy3FONlNM/NFavLQBFcVE4+aWVK37j69CInLebtxu2LRBrcn6IR eOq8XTDSwkchqYsH1Bds6g== 0001005477-98-001398.txt : 19980504 0001005477-98-001398.hdr.sgml : 19980504 ACCESSION NUMBER: 0001005477-98-001398 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980501 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC EXPRESS TRANSPORTATION CORP CENTRAL INDEX KEY: 0001035423 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 133924567 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-25507 FILM NUMBER: 98607469 BUSINESS ADDRESS: STREET 1: 7 NORTH STREET STREET 2: STATEN ISLAND CITY: NEW YORK STATE: NY ZIP: 10302-1205 BUSINESS PHONE: 7184427000 MAIL ADDRESS: STREET 1: 7 NORTH STREET STREET 2: STATEN ISLAND CITY: NEW YORK STATE: NY ZIP: 10302-1205 10-Q 1 FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) |X| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1998 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: Pending ATLANTIC EXPRESS TRANSPORTATION CORP. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) NEW YORK 13-392-3467 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 7 NORTH STREET, STATEN ISLAND, NEW YORK, 10302-1205 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (718) 442-7000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (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| Note: Registrant first became subject to Section 15(d) filing requirements January 27, 1998. APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |_| No |_| APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 100 Shares of Common Stock, no par value. ================================================================================ TABLE OF CONTENTS PART I. Financial Information Page ITEM 1. Financial Statements: Consolidated Balance Sheets at June 30, 1997 and March 31, 1998 (unaudited) .............................................. 1 Consolidated Statements of Operations for the Three Month and Nine Month Periods Ended March 31, 1997 and 1998 (unaudited) .............................................. 2 Consolidated Statements of Cash Flows for the Nine Month Periods Ended March 31, 1997 and 1998 (unaudited) ....................................................... 3 Notes to Consolidated Financial Statements (unaudited) ............. 4 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............................... 6 PART II. Other Information ............................................... 9 Signatures ......................................................... 10 Index to Exhibits .................................................. E-1 Atlantic Express Transportation Corp. and Subsidiaries Consolidated Balance Sheets June 30, March 31, 1997 1998 ------------ ------------ (unaudited) Assets Current: Cash and cash equivalents ................ $16,818,889 $ 9,546,450 Current portion of marketable securities . 1,030,000 3,000,000 Accounts receivable, net of allowance for doubtful accounts ................... 31,237,975 35,378,568 Inventories .............................. 1,969,228 7,310,034 Notes receivable ......................... 191,600 1,348,013 Prepaid expenses and other current assets. 4,986,656 5,752,513 ----------- ----------- Total current assets ................. 56,234,348 62,335,578 ----------- ----------- Property, plant and equipment, less accumulated depreciation ................. 74,967,594 98,697,242 ----------- ----------- Other assets: Goodwill, net ............................ -- 12,791,962 Restricted cash and cash equivalents ..... 2,314,408 1,400,000 Notes receivable from affiliates ......... 4,772,974 5,037,656 Investments .............................. 229,000 229,000 Marketable securities .................... 4,139,697 5,743,872 Deferred lease expense ................... 488,212 374,035 Transportation contract rights, net ...... 3,444,772 3,957,427 Deferred financing and organization costs, net ..................................... 6,295,318 8,465,198 Due from affiliates ...................... -- 516,417 Notes receivable ......................... 120,992 62,582 Deposit and other noncurrent assets ...... 1,343,661 1,609,310 Deferred tax assets ...................... -- 3,018,438 Covenant not to compete, net ............. -- 170,000 ------------ ------------ Total other assets ................... 23,149,034 43,375,897 ------------ ------------ $154,350,976 $204,408,717 ============ ============ Liabilities and Stockholder's Equity Current: Current portion of long-term debt ........ $ 140,008 $ 627,687 Accounts payable ......................... 764,293 2,111,632 Accrued compensation ..................... 4,053,567 7,871,293 Current portion of insurance reserve ..... 2,336,738 2,957,449 Accrued interest ......................... 4,927,085 2,739,818 Other accrued expenses and current liabilities ............................. 629,855 2,843,547 ------------ ------------ Total current liabilities ............ 12,851,546 19,151,426 ------------ ------------ Long-term debt, net of current portion .... 110,488,215 155,995,175 Premium on bond issuance .................. -- 1,256,400 Other long-term liabilities ............... 2,997,018 4,402,363 ------------ ------------ Deferred income taxes ..................... 400,000 -- ------------ ------------ Stockholder's equity: Common Stock, authorized 200 shares, issued and outstanding 100 shares ....... 250,000 250,000 Additional paid-in capital ............... 13,188,926 13,188,926 Retained earnings ........................ 14,033,239 9,635,989 Unrealized gain on marketable securities, net ..................................... 142,032 528,438 ------------ ------------ Total stockholder's equity ........... 27,614,197 23,603,353 ------------ ------------ $154,350,976 $204,408,717 ============ ============ See accompanying notes to consolidated financial statements. 1 Atlantic Express Transportation Corp. and Subsidiaries Consolidated Statements of Operations
Three Months Ended Nine Months Ended March 31, March 31, --------------------------- ------------------------------ 1997 1998 1997 1998 ----------- ------------- ------------- ------------- (unaudited) (unaudited) Revenues ............................... $45,546,940 $ 67,502,640 $ 115,713,501 $ 194,794,115 ----------- ------------- ------------- ------------- Costs and expenses: Cost of operations .................... 37,736,152 55,264,597 97,392,122 164,433,718 General and administrative ............ 3,042,330 4,869,509 8,595,279 15,642,719 Depreciation and amortization ......... 2,743,029 2,277,073 8,097,779 8,988,413 ----------- ------------- ------------- ------------- 43,521,511 62,411,179 114,085,180 189,064,850 ----------- ------------- ------------- ------------- Income (loss) from operations ........ 2,025,429 5,091,461 1,628,321 5,729,265 Interest ............................... (2,810,345) (4,343,472) (5,958,979) (13,400,641) Other income ........................... -- 295,940 -- 528,842 ----------- ------------- ------------- ------------- Income (loss) before (provision) benefit for income taxes and extraordinary items .................. (784,916) 1,043,929 (4,330,658) (7,142,534) (Provision) benefit for income taxes ... 386,048 (469,770) 1,818,800 3,214,140 ----------- ------------- ------------- ------------- Income (loss) before extraordinary items .................. (398,868) 574,159 (2,511,858) (3,928,394) Extraordinary items: Loss on early extinguishment of debt, net of tax benefit of $390,000 . 552,369 -- 552,369 -- Write-off of unamortized deferred finance charges, net of tax benefit of $368,000 as a result of refinancing .. 525,943 -- 525,943 -- ----------- ------------- ------------- ------------- Net income (loss) ...................... $(1,477,180) $ 574,159 $ (3,590,170) $ (3,928,394) =========== ============= ============= =============
See accompanying notes to consolidated financial statements Atlantic Express Transportation Corp. and Subsidiaries Consolidated Statements of Cash Flow
Nine Months ended March 31, ------------------------------ 1997 1998 ------------- ------------- (unaudited) Cash flows from operating activities: Net income (loss) ............................................... $ (3,590,170) $ (3,928,394) Adjustments to reconcile net loss to net cash provided by operating activities: Gain on sale of marketable securities ........................ -- (527,817) Deferred income taxes ........................................ (2,576,800) (3,418,438) Depreciation ................................................. 7,313,809 7,916,119 Amortization ................................................. 783,970 2,299,465 Provision for doubtful accounts receivable ................... -- 1,750,000 Interest accrued on notes receivable ......................... -- (239,346) Gain on sale of fixed assets ................................. -- (258,975) Extraordinary items .......................................... 1,836,312 -- Decrease (increase) in: Accounts receivable and retainage ......................... (2,650,065) (1,146,944) Inventories ............................................... (184,900) 3,320,241 Prepaid expenses and other current assets ................. (1,044,827) (399,776) Deferred lease expense .................................... 10,581 114,177 Deposits and other noncurrent assets ...................... (338,311) (220,891) Increase (decrease) in: Accounts payable .......................................... (114,628) (376,571) Accrued expenses and other current liabilities ............ 2,512,343 3,783,272 Other long-term liabilities ............................... 764,858 1,405,345 ------------- ------------- Net cash provided by operating activities ............ 2,722,172 10,071,467 ------------- ------------- Cash flows from investing activities: Acquisition of subsidiaries (net of cash acquired of $207,441) ....................................... -- (21,519,397) Proceeds from sale of fixed assets ........................... -- 712,525 Additions to property, plant and equipment ................... (9,574,493) (17,618,263) Purchase of transportation contract rights ................... (250,000) (57,139) Due from affiliates .......................................... 47,578 (541,753) Notes receivable ............................................. 143,307 (517,685) Marketable securities purchased .............................. (4,170,338) (10,392,120) Proceeds from sale of marketable securities .................. -- 7,699,972 ------------- ------------- Net cash used in investing activities ................ (13,803,946) (42,233,860) ------------- ------------- Cash flows from financing activities: Proceeds of additional borrowings ............................ 118,473,894 41,400,000 Principal payments on borrowings ............................. (79,536,124) (13,366,493) Deferred financing and organization costs .................... (6,206,488) (3,589,107) Transfer from restricted cash ................................ -- 914,408 Other ........................................................ (267,274) (468,854) ------------- ------------- Net cash provided by (used in) financing activities .......................................... 32,464,008 24,889,954 ------------- ------------- Net increase (decrease) in cash and cash equivalents ............... 21,382,234 (7,272,439) Cash and cash equivalents, beginning of period ..................... 1,211,258 16,818,889 ------------- ------------- Cash and cash equivalents, end of period ........................... 22,593,492 9,546,450 ============= ============= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest ..................................................... $ 3,260,367 $ 15,029,925 Income taxes ................................................. 80,000 362,809 ============= ============= Supplemental schedule of noncash investing and financing activities: Loans incurred for purchase of property, plant and equipment . 11,887,542 6,368,900 Use of restricted cash to pay down debt ...................... 750,000 -- Transfer of bus from inventory to fixed assets ............... -- 47,558 ============= =============
See accompanying notes to consolidated financial statements. 3 Atlantic Express Transportation Corp. and Subsidiaries Notes to Consolidated Financial Statements 1. Basis of Accounting These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as of and for the year ended June 30, 1997 contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997. In the opinion of management, all adjustments and accruals (consisting only of normal recurring adjustments) which are necessary for a fair presentation of operating results are reflected in the accompanying financial statements. Operating results for the periods presented are not necessarily indicative of the results for the full fiscal year. 2. Acquisitions Effective July 1, 1997 the Company acquired 100% of the common stock of Central New York Coach Sales and Services Inc. and Jersey Bus Sales, Inc. and related real property (collectively "Central"). These companies are engaged in the sale and service of buses as well as school bus contract operations. Total consideration consisted of $26.5 million cash less Central's long-term indebtedness as of July 1, 1997, which was $4.8 million, and the Company's agreement to issue $2.2 million in mortgage notes relating to certain real property. In connection with the acquisition, the following intangible assets were recorded: Convenant not to compete ........................ $ 200,000 Transportation contract rights .................. 1,200,000 Goodwill ........................................ 13,036,393 The Consolidated Statements of Operations include the results of operations of Central from July 1, 1997 through March 31, 1998. Had the acquisition of Central occurred on July 1, 1996, the pro forma consolidated results of operations of the Company for the three months and the nine months ended March 31, 1997 after elimination of inter-company transactions and after giving pro forma effect to employment agreements and taxes at 45% would have been as follows: Three months Nine months ended ended March 31, 1997 March 31, 1997 -------------- -------------- Sales ........................ $54,694,962 $161,270,363 Net income (loss) ............ (1,415,222) (2,189,902) In May, 1997, the Los Angeles Unified School District awarded three contracts to the Company for a period of five years, commencing September, 1997. In July, 1997 the Company was awarded a three-year contract to provide paratransit services in Philadelphia, Pennsylvania ("SEPTA"). Results of operations relative to these contracts were not material through March 31, 1998. The Company incurred approximately $13 million of capital expenditures in connection with its entry into the Los Angeles market, and insignificant expenditures in connection with the SEPTA contract. 3. Financing In connection with the above acquisitions, in August, 1997 the Company issued $40,000,000 aggregate principal amount of 10 3/4% Senior Secured Notes due 2004. Such notes were registered with the Securities and Exchange Commission concurrently with registration of $110,000,000 aggregate principal amount of the Company's 10 3/4% Senior Secured Notes due 2004 issued in February, 1997. 4 4. Inventories Inventories comprised the following: June 30, March 31, 1997 1998 ----------- ----------- Parts and fuel $ 1,969,228 $ 3,562,859 Buses -- 3,747,175 ----------- ----------- $ 1,969,228 $ 7,310,034 =========== =========== 5. Other Events (a) In December, 1997, in connection with a five year extension of its labor agreement with the Amalgamated Transit Union (which represents approximately 1,500 drivers, escorts and mechanics rendering services on behalf of the New York City Board of Education), the Company negotiated and paid a $1.7 million non-recurring lump sum bonus to all employees continuously and actively employed from December 1, 1996 to December 1, 1997. The agreement also provided that there would be no further pay increases until November 1, 1998. (b) In the quarter ended December 31, 1997 the Company recorded a $1.8 million provision for doubtful accounts in relation to a portion of its accounts receivable. The majority of the accounts subject to the provision arose between August 1993 and August 1996 from non-routine services furnished to certain municipal customers. Following the conclusion of discussions with the relevant customers during the quarter ended December 31, 1997, management determined that the provision for doubtful accounts should be recorded. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Three months ended March 31, 1998 compared to three months ended March 31, 1997 Revenues. Revenues were $67.5 million for the three months ended March 31, 1998 compared to $45.5 million for the three months ended March 31, 1997, an increase of $22.0 million or 48.2%. This increase was due primarily to (i) $11.7 million in additional revenues as a result of the Central acquisition; (ii) new contracts awarded to and increases in service requirements of existing contracts in the Paratransit Division of $3.4 million; (iii) the award of the Los Angeles contracts which added $2.4 million of revenues; (iv) the acquisition of school bus routes in the State of New York in May 1997 which added $2.4 million of revenues; (v) the acquisition of a Pre-K/Medicaid business in the State of New York which added $0.5 million of revenues; and (vi) $1.6 million in contract rate increases and other billings. Gross profit. Gross profit was $12.2 million for the three months ended March 31, 1998 compared to $7.8 million for the three months ended March 31, 1997, an increase of $4.4 million or 56.7%. This increase was due primarily to the increase in revenues described above and the gross profit of $1.9 million generated by Central. As a percentage of revenues, gross profit increased to 18.1% for the quarter ended March 31, 1998 from 17.1% for the quarter ended March 31, 1997. This increase was primarily due to a decrease in fuel costs. General and administrative expenses. General and administrative expenses were $4.9 million for the three months ended March 31, 1998 compared to $3.0 million for the three months ended March 31, 1997, an increase of $1.9 million or 60.1%. This increase was principally related to $0.7 million in connection with the Central acquisition and $0.7 million in additional administrative payroll and benefits related to infrastructure growth. Depreciation and amortization. Depreciation and amortization expense was $2.3 million for the three months ended March 31, 1998 compared to $2.7 million for the three months ended March 31, 1997, a decrease of $0.4 million or 17.0%. In the three months ended March 31, 1998, the Company reassessed and extended the useful life of certain fixed assets and contract rights, resulting in lower depreciation and amortization expense of $0.9 million and $0.2 million, respectively. These decreases were offset by depreciation expense of Central of $0.2 million and amortization of goodwill and other items in connection with the Central acquisition of $0.1 million and depreciation in connection with new vehicle acquisitions. Income (loss) from operations. Income from operations was $5.1 million for the three months ended March 31, 1998 compared to $2.0 million for the three months ended March 31, 1997, an increase of $3.1 million or 151.4%. This increase was due primarily to the increased revenues and higher gross profit margins offset in part by increases in general and administrative expenses. Net interest expense. Net interest expense was $4.3 million for the three months ended March 31, 1998 compared to $2.8 million for the three months ended March 31, 1997, an increase of $1.5 million or 54.6%. This increase was due primarily to interest in connection with the $110 million aggregate principal amount of the Company's 10 3/4% Senior Secured Notes due 2004 issued in February 1997 and $40 million aggregate principal amount of the Company's 10 3/4% Senior Secured Notes due 2004 (the "Additional Notes") issued in August 1997. Net income. The Company generated net income of $0.6 million for the three months ended March 31, 1998 compared to a net loss of $1.5 million for the three months ended March 31, 1997, an increase of $2.1 million, due to the factors listed above. 6 Nine months ended March 31, 1998 compared to nine months ended March 31, 1997 Revenues. Revenues were $194.8 million for the nine months ended March 31, 1998 compared to $115.7 million for the nine months ended March 31, 1997, an increase of $79.1 million or 68.3%. This increase was due primarily to (i) $53.7 million in additional revenues as a result of the Central acquisition; (ii) new contracts awarded to and increases in service requirements of existing contracts in the Paratransit Division of $7.9 million; (iii) the award of the Los Angeles contracts which added $5.3 million of revenues; (iv) $1.5 million of additional summer contract revenues; (v) the acquisition of school bus routes in the State of New York in May 1997 which added $5.3 million of revenues; (vi) the acquisition of a Pre-K/Medicaid business in the State of New York which added $1.5 million of revenues; and (vii) $3.9 million in contract rate increases and other billings. Gross profit. Gross profit was $30.4 million for the nine months ended March 31, 1998 compared to $18.3 million for the nine months ended March 31, 1997, an increase of $12.1 million or 65.7%. This increase was due primarily to the increase in revenues described above and the gross profit generated by Central of $7.7 million. As a percentage of revenues, gross profit decreased to 15.6% for the nine months ended March 31, 1998 from 15.8% for the nine months ended March 31, 1997. This decrease was primarily due to a one time $1.7 million bonus (see Note 5(a) of Notes to Consolidated Financial Statements) and the generally lower gross margins of Central as compared to the school bus transportation business. General and administrative expenses. General and administrative expenses were $15.6 million for the nine months ended March 31, 1998 compared to $8.6 million for the nine months ended March 31, 1997, an increase of $7.0 million or 82.0%. This increase was principally related to a provision for doubtful accounts of $1.8 million (see Note 5(b) of Notes to Consolidated Financial Statements), $2.4 million in connection with the Central acquisition and $1.8 million in additional administrative payroll and benefits related to infrastructure growth. Depreciation and amortization. Depreciation and amortization expense was $9.0 million for the nine months ended March 31, 1998 compared to $8.1 million for the nine months ended March 31, 1997, an increase of $0.9 million or 11.0%. This increase was due to depreciation expense of Central of $1.1 million, amortization of goodwill and other items in connection with the Central acquisition of $0.4 million and depreciation in connection with the purchase of new vehicles partially offset by a $1.1 million decrease in depreciation and amortization due to the Company reassessing and extending the useful life of certain fixed assets and contract rights. Income (loss) from operations. Income from operations was $5.7 million for the nine months ended March 31, 1998 compared to $1.6 million for the nine months ended March 31, 1997, an increase of $4.1 million or 251.9%. This increase was due primarily to increased revenues and higher gross margins offset by increases in general and administrative costs. Net interest expense. Net interest expense was $13.4 million for the nine months ended March 31, 1998 compared to $6.0 million for the nine months ended March 31, 1997, an increase of $7.4 million or 124.9%. This increase was due primarily to interest in connection with the $110 million aggregate principal amount of the Company's 10 3/4% Senior Secured Notes due 2004 issued in February 1997 and $40 million aggregate principal amount of the Additional Notes issued in August 1997. Net loss. The Company generated a net loss of $3.9 million for the nine months ended March 31, 1998 compared to a net loss of $3.6 million (including $1.1 million in extraordinary charges, net of taxes) for the nine months ended March 31, 1997, a increase of $0.3 million, due to the factors described above. 7 Liquidity and Capital Resources Management anticipates total capital expenditures of $ 27.5 million in fiscal 1998. Approximately $24.0 million were made by March 31, 1998, including $9.3 million for the purchase of buses for Los Angeles contracts (which was funded from the proceeds of the offering of the Additional Notes) and $14.7 million of capital expenditures for additional vehicles, property and equipment. In connection with the newly awarded school bus contracts, the Company anticipates capital expenditures of approximately $11 million to be made in the first quarter of fiscal 1999. The Company is reviewing its options as to the method of financing these expenditures. The statements regarding the Company's anticipated capital expenditures are "forward-looking" statements which involve known and unknown risks and uncertainties, such as the Company's ability to meet or exceed its growth plans and/or available financing, which may cause the actual capital expenditures to differ materially from the currently anticipated amounts. Net cash provided by operating activities. Net cash provided by operating activities of $10.1 million for the nine months ended March 31, 1998, resulted primarily from increases in working capital of $5.2 million, plus noncash items of $12.0 million ($10.2 million of which relates to depreciation and amortization) offset by net loss of $3.9 million and $3.4 million increase in deferred income taxes. Net cash used in investing activities. In July 1997 the Company acquired Central for $21.5 million (net of $0.2 million cash acquired), which was funded from the proceeds of the Additional Notes and the Company's agreement to issue $2.2 million in mortgage notes relating to certain real property. For the nine months ended March 31, 1998 the Company made $24.0 million of capital expenditures to acquire additional vehicles, property and equipment and to purchase assets previously leased. Of these capital expenditures $6.4 million were directly financed and $9.3 million were financed from the proceeds of the Additional Notes. In addition, the Company purchased $2.7 million of marketable securities. Net cash provided by financing activities. Net cash provided by financing activities totaled $24.9 million due primarily to the net proceeds of the offering of the Additional Notes and $0.9 million transferred from restricted cash, offset by principal payments on borrowings primarily in connection with the acquisition of Central and $3.6 million in deferred financing costs. In addition, the Company incurred $6.4 million of indebtedness to directly finance capital expenditures for the period. At March 31, 1998 the Company's total debt and stockholder's equity were $156.6 million and $23.6 million, respectively. 8 Part II - Other Information Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K a) Exhibits See Exhibit Index on Page E-1 for exhibits filed with this report on Form 10-Q. b) Reports on Form 8-K None. 9 Signatures In accordance with the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Atlantic Express Transportation Corp. By: /s/ Nathan Schlenker --------------------------------- Nathan Schlenker Chief Financial Officer May 1, 1998 10 Index to Exhibits Exhibit Number Description of Document Page - ------- ----------------------- ---- 27.1 Financial Data Schedule E-2 E-1 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Form 10-Q at March 31, 1998 and is qualified in its entirety by reference to such financial statements 9-MOS JUN-30-1998 JUL-01-1997 MAR-31-1998 9,546,450 8,743,872 38,789,163 2,000,000 7,310,034 62,335,578 184,644,438 85,947,196 204,408,717 19,151,426 156,622,862 0 0 250,000 23,353,353 204,408,717 50,538,869 194,794,115 43,638,457 180,076,437 0 1,750,000 13,400,641 (7,142,534) (3,214,140) (7,142,534) 0 0 0 (3,928,394) 0 0
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