-----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, HmhtA8K1dDD6GxOKyTJRvoTdt9Lpncz+dX6aTSjJ/3uywhC4GGAx0wjQIT4dVeYh VjS9IuMiIDD6ARQ5XZzNjQ== 0000950152-03-006722.txt : 20030709 0000950152-03-006722.hdr.sgml : 20030709 20030709172511 ACCESSION NUMBER: 0000950152-03-006722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030709 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAIDLAW INTERNATIONAL INC CENTRAL INDEX KEY: 0000737874 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13109 FILM NUMBER: 03780709 BUSINESS ADDRESS: STREET 1: 3221 N SERVICE RD STREET 2: P O BOX 5028 CITY: BURLINGTON ONTARIO C STATE: A6 ZIP: L7R 3Y8 BUSINESS PHONE: 9053361800 MAIL ADDRESS: STREET 1: C/O KATEN MUCHEN & ZAVIS STREET 2: 525 W MONROE CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: LAIDLAW INC DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: LAIDLAW TRANSPORTATION LTD DATE OF NAME CHANGE: 19900118 8-K 1 l01922ae8vk.txt LAIDLAW INTERNATIONAL, INC. | FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 9, 2003 Date of Report (Date of Earliest Event Reported) LAIDLAW INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-13109 98-0390488 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 55 SHUMAN BLVD., SUITE 400 NAPERVILLE, ILLINOIS 60563 (Address of principal executive offices, including zip code) (630) 848-3000 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits
Exhibit Number Exhibit Description - -------------- ------------------- 1 Press Release dated July 9, 2003
ITEM 9. REGULATIONS FD DISCLOSURE Information required under Item 12 of Form 8-K is being filed as Exhibit 1 in the form of Registrant's press release dated July 9, 2003. Laidlaw has issued a press release disclosing its financial results for the fiscal quarter ended May 31, 2003, a copy of the press release is included as Exhibit 1. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION Information required under Items 9 and 12 of Form 8-K is being filed as Exhibit 1 in the form of Registrant's press release dated July 9, 2003. SIGNATURE 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, hereunto duly authorized. LAIDLAW INTERNATIONAL, INC. By: /s/ Ivan R. Cairns ------------------------- Name: Ivan R. Cairns Title: Senior Vice President and General Counsel Date: July 9, 2003 Exhibit Index
Exhibit Number Exhibit Description - -------------- ------------------- 1 Press Release dated July 9, 2003
EX-1 3 l01922aexv1.txt EX-1 PRESS RELEASE Exhibit 1 LAIDLAW ANNOUNCES THIRD QUARTER FISCAL 2003 RESULTS: TO HOST CONFERENCE CALL Naperville, IL, July 9, 2003 Laidlaw International, Inc. (TSX:BUS) today reported results for the third quarter ended May 31, 2003. For the quarter, consolidated revenue of $1,202.8 million resulted in a net income of $62.2 million compared to revenue of $1,187.3 million and net income of $42.8 million in the same period last year. Laidlaw had previously announced that it had completed its reorganization process and exited from Chapter 11 on June 23, 2003. "Our school bus and healthcare operations continued to show revenue growth," said Kevin Benson, President & Chief Executive Officer. "With our exit from Chapter 11 finally completed, we are now focused on continuing this growth and improving profitability while addressing the adverse economic conditions and other issues impacting our Greyhound operations." Consolidated revenue for the quarter improved by 1.3% to $1,202.8 million from the $1,187.3 million recorded in the comparable period last year. Education Services, Healthcare Transportation and Emergency Management all recorded increases in the quarter, offsetting declines in Greyhound and Public Transit. Net income for the quarter was $62.2 million, an improvement of $19.4 million or 45.3% over the $42.8 million recorded for the same period in 2002. This increase was primarily due to reduced goodwill amortization following the Company's adoption of new accounting guidelines regarding goodwill in the first quarter of this year. Net cash provided by operating activities in the quarter was $199.7 million compared with $141.4 million in the same period last year, largely due to reductions in working capital. In measuring its performance, the Company regards earnings before interest, income taxes, depreciation, amortization, other income, other financing related expenses and cumulative effect of change in accounting principle ("EBITDA") as useful information regarding the Company's ability to service or incur debt. EBITDA for the quarter was $150.9 million, 6.7% below the $161.7 million recorded in the comparable period last year. This decline in EBITDA largely reflects the difficult operating conditions faced by Greyhound Lines. Total EBITDA for all the other companies in Laidlaw's portfolio, including Greyhound Canada, increased by 3.5% to $152.9 million from the $147.7 million recorded last year. The improvement reflects revenue growth and generally good cost control, together with relatively stable insurance costs. "The healthcare companies showed improvements in revenue, as their success in improving unit revenues has more than offset declines in the overall number of transports," continued Benson. "Our school bus operations also performed well despite competitive pressures. With the school year now largely complete, we are confident that this group will comfortably achieve its forecast results. The one disappointment is in the Greyhound group, which is substantially below last year. We have made recent changes to the management team at Greyhound and we will be working closely with them to improve the company's operating performance." FORWARD-LOOKING STATEMENTS Certain statements contained in this press release that are not historical facts, including statements regarding potential sources of revenue, the expected impact of accident claims reserves on the Company's results of operations, and initiatives at the Company's Greyhound business, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve certain risks, uncertainties and assumptions that include, but are not limited to; the successful completion of the registration of the common stock of the Company with the U.S. Securities and Exchange Commission, particularly in the light of the scope limitation that is contained in the audit report for the financial statements, and, upon registration of such shares with the SEC, obtaining approval for the listing of these shares on the New York Stock Exchange; actual experience regarding accident claims; the Company's ability to realize revenue from potential new sources; the Company's ability to implement initiatives designed to increase operating efficiencies and improve results; general economic conditions; and other factors detailed from time to time in the Company's filings with the SEC. Should one or more of these risks or uncertainties materialize, actual outcomes may vary materially from those indicated. Laidlaw International, Inc. is a holding company for North America's largest providers of school and inter-city bus transport, public transit, patient transportation and emergency department management services. Laidlaw will host an investor/analyst call at 8:30 a.m. EDT on Thursday, July 10, 2003. Laidlaw International, Inc. Third Quarter Earnings Call 416-695-6120 1-800-446-4472 Reservation Number T434745L -30- Contact: Douglas A. Carty, Senior Vice President & Chief Financial Officer Laidlaw International, Inc. (630) 848-3018 www.laidlaw.com LAIDLAW INTERNATIONAL, INC. (DEBTOR-IN-POSSESSION AS OF JUNE 28, 2001) CONSOLIDATED BALANCE SHEETS (U.S. $ IN MILLIONS)
MAY 31, August 31, 2003 2002 ---------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents $ 390.3 $ 343.5 Restricted cash and cash equivalents 44.7 75.8 Short-term deposits and marketable securities 31.7 16.1 Trade accounts receivable 630.6 490.4 Other receivables 49.9 54.9 Income taxes recoverable 27.4 29.2 Parts and supplies 53.1 50.4 Other current assets 63.7 56.3 ---------- ---------- TOTAL CURRENT ASSETS 1,291.4 1,116.6 ---------- ---------- LONG-TERM INVESTMENTS 469.0 417.9 ---------- ---------- PROPERTY AND EQUIPMENT Land 164.4 162.2 Buildings 294.7 284.3 Vehicles 2,282.8 2,128.3 Other 402.1 417.2 ---------- ---------- 3,144.0 2,992.0 Less: Accumulated depreciation 1,442.2 1,314.3 ---------- ---------- 1,701.8 1,677.7 ---------- ---------- OTHER ASSETS Goodwill (net of accumulated amortization and impairments of $2,972.1; August 31, 2002 - $776.0) 781.9 2,976.8 Pension asset 16.8 10.8 Deferred charges and other assets 20.0 12.0 ---------- ---------- 818.7 2,999.6 ---------- ---------- TOTAL ASSETS $ 4,280.9 $ 6,211.8 ========== ==========
LAIDLAW INTERNATIONAL, INC. (DEBTOR-IN-POSSESSION AS OF JUNE 28, 2001) CONSOLIDATED BALANCE SHEETS (U.S. $ IN MILLIONS)
MAY 31, August 31, 2003 2002 ---------- ---------- (UNAUDITED) LIABILITIES LIABILITIES NOT SUBJECT TO COMPROMISE CURRENT LIABILITIES Accounts payable $ 107.5 $ 109.7 Accrued liabilities 524.9 504.1 Current portion of long-term debt 17.7 20.3 ---------- ---------- TOTAL CURRENT LIABILITIES 650.1 634.1 LONG-TERM DEBT 240.6 204.4 OTHER LONG-TERM LIABILITIES 666.0 442.1 LIABILITIES SUBJECT TO COMPROMISE 3,977.1 3,977.1 ---------- ---------- TOTAL LIABILITIES 5,533.8 5,257.7 ---------- ---------- SHAREHOLDERS' EQUITY (DEFICIENCY) Preference Shares 7.9 7.9 Common Shares; issued and outstanding 325,927,870 (August 31, 2002 - 325,927,870) 2,222.6 2,222.6 Accumulated other comprehensive loss (379.7) (258.7) Deficit (3,103.7) (1,017.7) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY) (1,252.9) 954.1 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) $ 4,280.9 $ 6,211.8 ========== ==========
2 LAIDLAW INTERNATIONAL, INC. (DEBTOR-IN-POSSESSION AS OF JUNE 28, 2001) CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. $ IN MILLIONS EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MAY 31, MAY 31, --------------------------- --------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- REVENUE Education services $ 457.9 $ 451.0 $ 1,314.8 $ 1,299.4 Public transit services 72.8 81.0 212.1 233.9 Greyhound 291.4 297.5 847.5 863.2 Healthcare transportation services 259.8 251.1 759.3 737.3 Emergency management services 120.9 106.7 352.0 320.9 --------- --------- --------- --------- TOTAL REVENUE 1,202.8 1,187.3 3,485.7 3,454.7 Operating expenses 929.8 909.7 2,742.8 2,680.4 Selling, general and administrative expenses 122.1 115.9 350.1 337.7 Depreciation expense 76.8 76.9 228.4 225.5 Amortization expense 0.4 22.7 0.9 68.2 --------- --------- --------- --------- INCOME FROM OPERATING SEGMENTS 73.7 62.1 163.5 142.9 Interest expense (6.6) (6.6) (19.6) (21.5) Other financing related expenses (3.9) (13.1) (35.0) (42.6) Other income 0.5 1.9 15.0 9.0 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 63.7 44.3 123.9 87.8 Income tax expense (1.5) (1.5) (4.5) (4.7) --------- --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 62.2 42.8 119.4 83.1 Cumulative effect of change in accounting principle - - (2,205.4) - --------- --------- --------- --------- NET INCOME (LOSS) $ 62.2 $ 42.8 ($2,086.0) $ 83.1 ========= ========= ========= ========= BASIC EARNINGS (LOSS) PER SHARE Income before cumulative effect of change in accounting principle $ 0.19 $ 0.13 $ 0.37 $ 0.25 Cumulative effect of change in accounting principle - - (6.77) - --------- --------- --------- --------- Net income (loss) $ 0.19 $ 0.13 ($ 6.40) $ 0.25 ========= ========= ========= ========= DILUTED EARNINGS (LOSS) PER SHARE Income before cumulative effect of change in accounting principle $ 0.19 $ 0.13 $ 0.37 $ 0.25 Cumulative effect of change in accounting principle - - (6.77) - --------- --------- --------- --------- Net income (loss) $ 0.19 $ 0.13 ($ 6.40) $ 0.25 ========= ========= ========= =========
3 LAIDLAW INTERNATIONAL, INC. (DEBTOR-IN-POSSESSION AS OF JUNE 28, 2001) CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (U.S. $ IN MILLIONS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MAY 31, MAY 31, ----------------------- ------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- NET INCOME (LOSS) $ 62.2 $ 42.8 ($2,086.0) $ 83.1 Unrealized gains (losses) on securities net of reclassification adjustments for losses included in net income (net of NIL taxes) 5.7 (4.4) 9.2 2.1 Foreign currency translation adjustments arising during the period (net of NIL taxes) 29.7 17.8 46.2 4.9 Minimum pension liability adjustments (net of NIL taxes) - - (176.4) (72.8) -------- -------- -------- -------- COMPREHENSIVE INCOME (LOSS) $ 97.6 $ 56.2 ($2,207.0) $ 17.3 ======== ======== ======== ========
4 LAIDLAW INTERNATIONAL, INC. (DEBTOR-IN-POSSESSION AS OF JUNE 28, 2001) CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. $ IN MILLIONS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MAY 31, MAY 31, ------------------------ ------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- OPERATING ACTIVITIES Net income (loss) for the period $ 62.2 $ 42.8 ($2,086.0) $ 83.1 Items not affecting cash: Depreciation and amortization 77.2 99.6 229.3 293.7 Other financing related expenses 3.9 13.1 35.0 42.6 Cumulative effect of change in accounting principle - - 2,205.4 - Other items (1.1) (1.9) (8.1) (10.8) Increase (decrease) in claims liability and professional liability insurance accruals 7.4 11.9 56.1 (4.9) Decrease in accrued interest (4.4) (4.4) (4.3) (4.9) Cash provided by (used in financing) other working capital items 24.9 (7.8) (141.1) (102.6) Cash portion of other financing related expenses (4.3) (4.5) (23.4) (23.2) Decrease (increase) in restricted cash and cash equivalents 33.9 (7.4) 0.9 (21.3) -------- -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 199.7 $ 141.4 $ 263.8 $ 251.7 -------- -------- -------- -------- INVESTING ACTIVITIES Purchase of property, equipment and other assets, net of proceeds from sale ($ 104.2) ($ 75.6) ($ 208.7) ($ 153.7) Expended on acquisitions (1.4) (1.4) (4.6) (1.9) Net increase in investments (3.0) (10.2) (37.3) (19.4) Proceeds from sale of assets - - - 4.2 -------- -------- -------- -------- NET CASH USED IN INVESTING ACTIVITIES ($ 108.6) ($ 87.2) ($ 250.6) ($ 170.8) -------- -------- -------- -------- FINANCING ACTIVITIES Net increase (decrease) in long-term debt and other long-term liabilities $ 18.6 ($ 15.7) $ 33.6 ($ 29.6) -------- -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $ 18.6 ($ 15.7) $ 33.6 ($ 29.6) -------- -------- -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 109.7 $ 38.5 $ 46.8 $ 51.3 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD* 280.6 294.0 343.5 281.2 -------- -------- -------- -------- CASH AND CASH EQUIVALENTS - END OF PERIOD* $ 390.3 $ 332.5 $ 390.3 $ 332.5 ======== ======== ======== ========
*These amounts represent the unrestricted cash and cash equivalents of the Company. 5 LAIDLAW INTERNATIONAL, INC. (DEBTOR-IN-POSSESSION AS OF JUNE 28, 2001) RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (U.S. $ IN MILLIONS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MAY 31, MAY 31, ----------------------- ----------------------- 2003 2002 2003 2002 ------- ------- ------- ------- EBITDA, as reported $ 150.9 $ 161.7 $ 392.8 $ 436.6 Cash paid for interest (11.7) (11.6) (25.0) (28.1) Cash paid for other financing related expenses 0.4 (8.6) (11.6) (19.4) Other income (loss) 0.5 1.9 15.0 9.0 Cash received (paid) for income taxes 6.0 2.4 4.4 8.4 Increase (decrease) in claims liability and professional liability insurance accruals 7.4 11.9 56.1 (4.9) Cash provided by (used in financing) other working capital items 24.9 (7.8) (141.1) (102.6) Decrease (increase) in restricted cash and cash equivalents 33.9 (7.4) 0.9 (21.3) Other (12.6) (1.1) (27.7) (26.0) ------- ------- ------- ------- Net cash provided by operating activities $ 199.7 $ 141.4 $ 263.8 $ 251.7 ======= ======= ======= =======
EBITDA, a non-GAAP financial measure, represents earnings before interest, income taxes, depreciation, amortization, other income, other financing related expenses and cumulative effect of change in accounting principle. EBITDA is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding its ability to service or incur debt. 6 LAIDLAW INTERNATIONAL, INC. OPERATING HIGHLIGHTS (U.S. IN $MILLIONS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MAY 31, MAY 31, -------------------------- -------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- REVENUE Education Services $ 457.9 $ 451.0 $1,314.8 $1,299.4 Public Transit Services 72.8 81.0 212.1 233.9 Greyhound 291.4 297.5 847.5 863.2 Healthcare Transportation Services 259.8 251.1 759.3 737.3 Emergency Management Services 120.9 106.7 352.0 320.9 -------- -------- -------- -------- Consolidated $1,202.8 $1,187.3 $3,485.7 $3,454.7 ======== ======== ======== ======== INCOME FROM OPERATIONS BEFORE DEPRECIATION AND AMORTIZATION Education Services $ 116.1 $ 116.0 $ 302.0 $ 321.8 Public Transit Services 5.6 2.7 7.3 4.0 Greyhound 3.4 14.5 5.8 32.8 Healthcare Transportation Services 18.6 22.8 55.8 57.9 Emergency Management Services 7.2 5.7 21.9 20.1 -------- -------- -------- -------- Consolidated $ 150.9 $ 161.7 $ 392.8 $ 436.6 ======== ======== ======== ======== OPERATING MARGINS BEFORE DEPRECIATION AND AMORTIZATION Education Services 25.4% 25.7% 23.0% 24.8% Public Transit Services 7.7% 3.3% 3.4% 1.7% Greyhound 1.2% 4.9% 0.7% 3.8% Healthcare Transportation Services 7.2% 9.1% 7.3% 7.9% Emergency Management Services 6.0% 5.3% 6.2% 6.3% Consolidated 12.5% 13.6% 11.3% 12.6% INCOME (LOSS) FROM OPERATIONS Education Services $ 68.3 $ 64.3 $ 160.1 $ 168.1 Public Transit Services 3.0 (1.3) (0.6) (8.1) Greyhound (12.2) (3.6) (39.9) (19.8) Healthcare Transportation Services 8.5 2.3 25.5 (1.4) Emergency Management Services 6.1 0.4 18.4 4.1 -------- -------- -------- -------- Consolidated $ 73.7 $ 62.1 $ 163.5 $ 142.9 ======== ======== ======== ======== OPERATING MARGINS Education Services 14.9% 14.3% 12.2% 12.9% Public Transit Services 4.1% -1.6% -0.3% -3.5% Greyhound -4.2% -1.2% -4.7% -2.3% Healthcare Transportation Services 3.3% 0.9% 3.4% -0.2% Emergency Management Services 5.0% 0.4% 5.2% 1.3% Consolidated 6.1% 5.2% 4.7% 4.1%
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