-----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, AhepTDzA0ypwKv7d0D4ZKDNX1I7M1zDq1/2/fsZHr2ElnGZUCP5PMo5Ya1+JA73b AXW6Z+LYVFBsRJ0exoVtGg== 0000950134-01-501866.txt : 20010516 0000950134-01-501866.hdr.sgml : 20010516 ACCESSION NUMBER: 0000950134-01-501866 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYHOUND LINES INC CENTRAL INDEX KEY: 0000813040 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860572343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10841 FILM NUMBER: 1635307 BUSINESS ADDRESS: STREET 1: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897000 MAIL ADDRESS: STREET 1: 15110 N DALLAS PARKWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLI HOLDING CO CENTRAL INDEX KEY: 0000813041 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 752146309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-13588-01 FILM NUMBER: 1635308 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727987415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC GREYHOUND LINES OF VIRGINIA INC CENTRAL INDEX KEY: 0001041393 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 580869571 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-01 FILM NUMBER: 1635309 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYHOUND DE MEXICO SA DE CV CENTRAL INDEX KEY: 0001041396 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-05 FILM NUMBER: 1635310 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 N DALLAS PKWY STE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SISTEMA INTERNACIONAL DE TRANSPORTE DE AUTOBUSES INC CENTRAL INDEX KEY: 0001041398 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752548617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-08 FILM NUMBER: 1635311 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS NEW MEXICO & OKLAHOMA COACHES INC CENTRAL INDEX KEY: 0001041400 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 750605295 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-10 FILM NUMBER: 1635312 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TNM & O TOURS INC CENTRAL INDEX KEY: 0001041401 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751188694 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-11 FILM NUMBER: 1635313 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERMONT TRANSIT CO INC CENTRAL INDEX KEY: 0001041402 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 030164980 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-12 FILM NUMBER: 1635314 BUSINESS ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727897415 MAIL ADDRESS: STREET 1: C/O GREYHOUND LINES INC STREET 2: 15110 NORTH DALLAS PARKWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75248 10-Q 1 d87100e10-q.txt FORM 10-Q FOR QUARTER ENDED MARCH 31, 2001 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 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 1-10841 GREYHOUND LINES, INC. and its Subsidiaries identified in Footnote (1) below (Exact name of registrant as specified in its charter) DELAWARE 86-0572343 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 15110 N. DALLAS PARKWAY, SUITE 600 DALLAS, TEXAS 75248 (Address of principal executive offices) (Zip code) (972) 789-7000 (Registrant's telephone number, including area code) NONE (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- As of May 10, 2001, the registrant had 58,743,069 shares of Common Stock, $0.01 par value, outstanding all of which are held by the registrant's parent company. (1) This Form 10-Q is also being filed by the co-registrants specified under the caption "Co-Registrants", each of which is a wholly-owned subsidiary of Greyhound Lines, Inc. and each of which has met the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q for filing Form 10-Q in a reduced disclosure format. (2) The registrant meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. 2 CO-REGISTRANTS This Form 10-Q is also being filed by the following entities. Except as set forth below, each entity has the same principal executive offices, zip code and telephone number as that set forth for Greyhound Lines, Inc. on the cover of this report:
I.R.S. EMPLOYER JURISDICTION COMMISSION IDENTIFICATION OF NAME FILE NO. NO. INCORP. - ---- ------------ --------------- ------------ Atlantic Greyhound Lines of Virginia, Inc. 333-27267-01 58-0869571 Virginia GLI Holding Company 333-27267-04 75-2146309 Delaware Greyhound de Mexico, S.A. de C.V. 333-27267-05 None Republic of Mexico Sistema Internacional de Transporte de Autobuses, Inc. 333-27267-08 75-2548617 Delaware Texas, New Mexico & Oklahoma Coaches, Inc. 333-27267-10 75-0605295 Delaware 1313 13th Street Lubbock, Texas 79408 (806) 763-5389 T.N.M. & O. Tours, Inc. 333-27267-11 75-1188694 Texas (Same as Texas, New Mexico & Oklahoma Coaches, Inc.) Vermont Transit Co., Inc. 333-27267-12 03-0164980 Vermont 345 Pine Street Burlington, Vermont 05401 (802) 862-9671
As of March 31, 2001, Atlantic Greyhound Lines of Virginia, Inc. had 150 shares of common stock outstanding (at a par value of $50.00 per share); GLI Holding Company had 1,000 shares of common stock outstanding (at a par value of $0.01 per share); Greyhound de Mexico, S.A. de C.V. had 10,000 shares of common stock outstanding (at a par value of $0.10 Mexican currency per share); Sistema Internacional de Transporte de Autobuses, Inc. had 1,000 shares of common stock outstanding (at a par value of $0.01 per share); Texas, New Mexico & Oklahoma Coaches, Inc. had 1,000 shares of common stock outstanding (at a par value of $0.01 per share); T.N.M. & O. Tours, Inc. had 1,000 shares of common stock outstanding (at a par value of $1.00 per share); and Vermont Transit Co., Inc. had 505 shares of common stock outstanding (no par value). Each of the above named co-registrants (1) have 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 such co-registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. 2 3 GREYHOUND LINES, INC. AND SUBSIDIARIES
PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Interim Consolidated Statements of Financial Position as of March 31, 2001 (Unaudited) and December 31, 2000............................ 5 Interim Consolidated Statements of Operations for the Three Months Ended March 31, 2001 and 2000 (Unaudited)...................... 6 Condensed Interim Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000 (Unaudited)...................... 7 Notes to Interim Consolidated Financial Statements (Unaudited)................. 8 Item 2. Management's Narrative Analysis of Results of Operations........................ 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.......................................................... 13 SIGNATURES ........................................................................................ 14
3 4 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 4 5 GREYHOUND LINES, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
MARCH 31, DECEMBER 31, 2001 2000 ------------ ------------ (UNAUDITED) Current Assets Cash and cash equivalents ..................................................... $ 9,318 $ 10,206 Accounts receivable, less allowance for doubtful accounts of $312 and $398 .... 49,393 57,923 Inventories, less allowance for shrinkage of $75 and $29 ...................... 8,198 7,788 Prepaid expenses .............................................................. 5,858 4,847 Assets held for sale .......................................................... 4,142 4,198 Current portion of deferred tax assets ........................................ 10,688 10,688 Other current assets .......................................................... 2,338 1,225 ------------ ------------ Total Current Assets ..................................................... 89,935 96,875 Prepaid pension plans ............................................................. 33,455 32,483 Property, plant and equipment, net of accumulated depreciation of $201,837 and $193,724 ......................................................... 404,858 409,070 Investments in unconsolidated affiliates .......................................... 17,485 15,989 Deferred income taxes ............................................................. 36,223 27,452 Insurance and security deposits ................................................... 25,504 24,692 Goodwill, net of accumulated amortization of $5,830 and $5,367 .................... 43,076 43,540 Intangible assets, net of accumulated amortization of $36,432 and $37,571 ......... 27,875 28,011 ------------ ------------ Total Assets ............................................................. $ 678,411 $ 678,112 ============ ============ Current Liabilities Accounts payable .............................................................. $ 24,861 $ 24,714 Accrued liabilities ........................................................... 68,907 66,807 Rents payable ................................................................. 28,633 27,211 Unredeemed tickets ............................................................ 9,748 11,750 Current portion of environmental reserves ..................................... 2,947 2,596 Current maturities of long-term debt .......................................... 5,561 5,079 ------------ ------------ Total Current Liabilities ................................................ 140,657 138,157 Environmental reserves ............................................................ 5,057 5,698 Long-term debt, net ............................................................... 277,079 267,887 Minority interests ................................................................ 4,408 4,594 Other liabilities ................................................................. 24,317 23,951 ------------ ------------ Total Liabilities ........................................................ 451,518 440,287 ------------ ------------ Redeemable preferred stock (2,400,000 shares authorized; 102,500 and 106,050 issued as of March 31, 2001 and December 31, 2000) ............................. 2,563 2,651 ------------ ------------ Stockholders' Equity Common stock (100,000,000 shares authorized; par value $.01; 58,743,069 shares issued) .................................................. 587 587 Capital in excess of par value ................................................ 320,622 320,650 Retained deficit .............................................................. (91,761) (80,945) Accumulated other comprehensive loss, net of tax benefit of $2,756 ............ (5,118) (5,118) ------------ ------------ Total Stockholders' Equity ............................................... 224,330 235,174 ------------ ------------ Total Liabilities and Stockholders' Equity ................................. $ 678,411 $ 678,112 ============ ============
The accompanying notes are an integral part of these statements. 5 6 GREYHOUND LINES, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2001 2000 --------- --------- (UNAUDITED) OPERATING REVENUES Transportation service Passenger services .......................... $ 191,623 $ 179,432 Package express ............................. 9,921 10,352 Food services ................................... 9,976 9,506 Other operating revenues ........................ 17,177 15,795 --------- --------- Total Operating Revenues .................... 228,697 215,085 --------- --------- OPERATING EXPENSES Maintenance ..................................... 24,573 22,267 Transportation .................................. 62,559 58,281 Agents' commissions and station costs ........... 45,091 43,147 Marketing, advertising and traffic .............. 8,698 7,478 Insurance and safety ............................ 12,177 11,570 General and administrative ...................... 31,811 28,954 Depreciation and amortization ................... 11,330 10,517 Operating taxes and licenses .................... 15,293 14,911 Operating rents ................................. 20,527 20,542 Cost of goods sold - food services .............. 6,951 6,273 Other operating expenses ........................ 1,699 580 --------- --------- Total Operating Expenses .................... 240,709 224,520 --------- --------- Operating Loss ........................................ (12,012) (9,435) Interest Expense ...................................... 7,312 5,152 --------- --------- Loss Before Income Taxes .............................. (19,324) (14,587) Income Tax Benefit .................................... (8,440) (4,748) Minority Interests .................................... (128) (52) --------- --------- Net Loss .............................................. $ (10,756) $ (9,787) ========= =========
The accompanying notes are an integral part of these statements. 6 7 GREYHOUND LINES, INC. AND SUBSIDIARIES CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2001 2000 ------------ ------------ (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES Net loss ...................................................... $ (10,756) $ (9,787) Non-cash expenses and gains included in net loss .............. 3,457 4,834 Net change in certain operating assets and liabilities ........ 5,034 4,624 ------------ ------------ Net Cash Used for Operating Activities .................... (2,265) (329) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures .......................................... (6,432) (5,591) Proceeds from assets sold ..................................... 234 12,265 Other investing activities .................................... (1,458) (499) ------------ ------------ Net Cash Provided by (Used for) Investing Activities ...... (7,656) 6,175 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Payments on debt and capital lease obligations ................ (2,256) (2,318) Redemption of preferred stock ................................. (118) (11,110) Proceeds from issuance of common stock to Laidlaw ............. -- 95,491 Purchase of common stock from Laidlaw ......................... -- (86,607) Redemption of 8 1/2% notes .................................... (14) -- Payment of quarterly preferred dividends ...................... (57) (891) Proceeds from equipment borrowing ............................. 5,000 -- Net change in revolving credit facility ....................... 6,478 -- ------------ ------------ Net Cash Provided by (Used for) Financing Activities ...... 9,033 (5,435) ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................ (888) 411 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ...................... 10,206 8,295 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD ............................ $ 9,318 $ 8,706 ============ ============
The accompanying notes are an integral part of these statements. 7 8 GREYHOUND LINES, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (UNAUDITED) 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS In the opinion of management, the unaudited Interim Consolidated Financial Statements of Greyhound Lines, Inc. and Subsidiaries (the "Company") include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company's financial position as of March 31, 2001, the results of its operations for the three months ended March 31, 2001 and 2000 and cash flows for the three months ended March 31, 2001 and 2000. Due to the seasonality of the Company's operations, the results of its operations for the interim period ended March 31, 2001 may not be indicative of total results for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations promulgated by the Securities and Exchange Commission. The unaudited Interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of Greyhound Lines, Inc. and Subsidiaries and accompanying notes for the year ended December 31, 2000. For the three months ended March 31, 2001 and 2000, the Company's comprehensive loss was equal to net loss. 2. REDEEMABLE PREFERRED STOCK At March 31, 2001 the Company had 102,500 shares of Redeemable Preferred Stock outstanding which were convertible into cash at $33.33 per share. On March 30, 2001, the Company issued a redemption notice to the holders of the outstanding shares of Redeemable Preferred Stock whereby any shares which had not been validly tendered for conversion by April 27, 2001 were redeemed by the Company at a price per share of $26.74625. During the notice period 98,700 shares, representing an aggregate conversion value of $3.3 million, were validly tendered for conversion and the remaining 3,800 shares, representing an aggregate redemption value of $0.1 million, were redeemed by the Company on April 30, 2001. 8 9 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS GENERAL Greyhound is the only nationwide provider of scheduled intercity bus transportation services in the United States. The Company's primary business consists of scheduled passenger service, package express service and food services at certain terminals, which accounted for 83.8%, 4.3% and 4.4%, respectively, of the Company's total operating revenues for the three months ended March 31, 2001. The Company's consolidated operations include a nationwide network of terminal and maintenance facilities, a fleet of approximately 2,900 buses and approximately 1,800 sales outlets. The Company's business is seasonal in nature and generally follows the pattern of the travel industry as a whole, with peaks during the summer months and the Thanksgiving and Christmas holiday periods. As a result, the Company's cash flows are also seasonal with a disproportionate amount of the Company's annual cash flows being generated during the peak travel periods. The day of the week on which certain holidays occur, the length of certain holiday periods, and the date on which certain holidays occur within the fiscal quarter, may also affect the Company's quarterly results of operations. RESULTS OF OPERATIONS The following table sets forth the Company's results of operations as a percentage of total operating revenue for the quarters ended March 31, 2001 and 2000:
THREE MONTHS ENDED MARCH 31, 2001 2000 --------- --------- OPERATING REVENUES Transportation Service Passenger services ................... 83.8% 83.4% Package express ...................... 4.3 4.8 Food services ............................ 4.4 4.4 Other operating revenues ................. 7.5 7.4 --------- --------- Total Operating Revenues ............. 100.0 100.0 --------- --------- OPERATING EXPENSES Maintenance .............................. 10.7 10.3 Transportation ........................... 27.4 27.1 Agents' commissions and station costs .... 19.7 20.1 Marketing, advertising and traffic ....... 3.8 3.5 Insurance and safety ..................... 5.3 5.4 General and administrative ............... 13.9 13.5 Depreciation and amortization ............ 5.0 4.9 Operating taxes and licenses ............. 6.7 6.9 Operating rents .......................... 9.0 9.5 Cost of goods sold - food services ....... 3.0 2.9 Other operating expenses ................. 0.8 0.3 --------- --------- Total Operating Expenses ............. 105.3 104.4 --------- --------- Operating Loss ............................... (5.3) (4.4) Interest Expense ............................. 3.2 2.4 --------- --------- Loss Before Income Taxes ..................... (8.5) (6.8) Income Tax Benefit ........................... (3.7) (2.2) Minority Interests ........................... (0.1) 0.0 --------- --------- Net Loss ..................................... (4.7) (4.6) ========= =========
9 10 The following table sets forth certain operating data for the Company for the quarters ended March 31, 2001 and 2000. Certain statistics have been adjusted and restated from that previously published to provide consistent comparisons.
THREE MONTHS ENDED MARCH 31, PERCENTAGE 2001 2000 CHANGE ------------- ------------- ------------- Regular Service Miles (000's) ................................ 79,937 77,858 2.7% Total Bus Miles (000's) ...................................... 82,263 80,114 2.7% Passenger Miles (000's) ...................................... 1,993,051 1,954,370 2.0% Passengers Carried (000's) ................................... 5,733 5,636 1.7% Average Trip Length (passenger miles/passengers carried) ..... 348 347 0.3% Load (avg. number of passengers per regular service mile) .... 24.9 25.1 (0.8)% Load Factor (% of available seats filled) .................... 50.0% 50.7% (1.4)% Yield (regular route revenue/passenger miles) ................ $ 0.0961 $ 0.0918 4.7% Average Ticket Price ......................................... $ 33.43 $ 31.84 5.0% Total Revenue Per Total Bus Mile ............................. $ 2.780 $ 2.685 3.5% Operating Loss Per Total Bus Mile ............................ $ (0.146) $ (0.118) (23.7)% Cost Per Total Bus Mile: Maintenance ............................................ $ 0.299 $ 0.278 7.6% Transportation ......................................... $ 0.760 $ 0.727 4.5%
THREE MONTHS ENDED MARCH 31, 2001 AND 2000 RESULTS OF OPERATIONS Operating Revenues. Total operating revenues increased $13.6 million, up 6.3%, for the three months ended March 31, 2001, compared to the same period in 2000. Passenger services revenues increased $12.2 million, or 6.8%, for the three months ended March 31, 2001, compared to the same period in 2000. The increases in regular route revenues reflect the combined impact of a 4.7% increase in yield coupled with a 1.7% increase in number of passengers carried. In response to rising fuel costs, the Company was able to start instituting ticket price increases during the first quarter of 2000. The yield improvement obtained during the first quarter of 2001 is the result of the Company being able to sustain, and in some cases further raise, ticket prices coupled with the comparative 2000 period including only a partial quarter of ticket price increases. Package express revenues declined $0.4 million, or 4.2%, for the three months ended March 31, 2001, compared to the same period in 2000 due to reduced standard product deliveries (the traditional, low-value, terminal to terminal market segment) offset somewhat by gains in same day and priority product deliveries. The declines in the standard product are a result of continued competition, as well as expanded and improved product offerings (such as United Parcel Service's guaranteed service `brown label' product), from larger package delivery companies. Food services revenues increased $0.5 million, or 4.9%, for the three months ended March 31, 2001, compared to the same period in 2000. Food services revenues increased over the prior year due primarily to the increase in passenger traffic, the opening of two additional locations and price increases on certain retail items and beverages. Other operating revenues, consisting primarily of revenue from charter and other in-terminal sales and services, increased $1.4 million, or 8.7%, for the three months ended March 31, 2001, compared to the same period in 2000. The increase is primarily attributable to the Company's expansion into "meet and greet" services provided to cruise lines. Operating Expenses. Total operating expenses increased $16.2 million, or 7.2%, for the three months ended March 31, 2001, compared to the same period in 2000. The increase is attributable to a 2.7% increase in bus miles operated, loss on asset sales, increased fuel cost, wage increases, driver hiring costs, increased marketing spending, increased ticket and express commissions due to higher sales, and health and welfare and management fee increases. Maintenance costs increased $2.3 million, or 10.4%, for the three months ended March 31, 2001, compared to the same period in 2000. On a per-mile basis, maintenance cost increased by 7.6% due to fewer buses under warranty, 10 11 increased material and labor related to body repairs ($0.7 million) and brake jobs ($0.6 million) and higher utility costs ($0.3 million). During 1997 the Company started introducing 45 foot buses into the fleet and has experienced a 38% reduction in miles between brake jobs and a greater frequency of drum replacement compared to the 40 foot buses the Company is using. Transportation expenses which consist primarily of fuel costs and driver salaries, increased $4.3 million, or 7.3%, for the three months ended March 31, 2001, compared to the same period in 2000, due primarily to increased bus miles, fuel costs, and higher driver wages. Transportation expenses increased on a per-mile basis by 4.5% due largely to a 6.0% ($0.7 million) increase in fuel prices for the first quarter of 2001 compared to the prior year, increased drivers hired resulting in increased hiring costs ($1.3 million) and the impact of driver wage increases. Agents' commissions and station costs increased $1.9 million, or 4.5%, for the three months ended March 31, 2001, compared to the same period in 2000. The increase is primarily due to commissions from increased ticket sales, terminal salaries associated with staffing for the increase in passengers and terminal salary raises. As a percentage of revenue, agent's commissions and station costs declined to 19.7%. Marketing, advertising and traffic expenses increased $1.2 million, or 16.3% for the three months ended March 31, 2001, compared to the same period in 2000, due to increased spending to support the increase in revenues, as well as the timing of media advertising. Insurance and safety costs increased $0.6 million, or 5.2% for the three months ended March 31, 2001, compared to the same period in 2000 due to the increased revenue. As a percentage of sales, insurance and safety costs were virtually flat compared to prior year. General and administrative expenses increased $2.9 million, or 9.9%, for the three months ended March 31, 2001, compared to the same period in 2000 due to higher health and welfare costs ($1.3 million) as a result of increased cost per participant and management fees ($1.3 million) charged by the Company's parent, Laidlaw Inc. Depreciation and amortization increased by $0.8 million, or 7.7%, for the three months ended March 31, 2001, compared to the same period in 2000 primarily due to increased capital expenditures in prior periods. Operating taxes and licenses expense increased $0.4 million, or 2.6%, for the three months ended March 31, 2001, compared to the same period in 2000 due to increased payroll taxes resulting from increased salaries and head-counts related to higher business volume (including increased miles operated), and increased fuel taxes due to increased miles. Operating rents changed only slightly for the three months ended March 31, 2001, compared to the same period in 2000 as the Company has not had a significant change in the number of leased properties or buses. Food services cost of goods sold increased $0.7 million, or 10.8%, for the three months ended March 31, 2001, compared to the same period in 2000, primarily due to the increase in food services revenues as well as food and labor cost increases. Other operating expenses increased $1.1 million for the three months ended March 31, 2001, compared to the same period in 2000 principally due to losses on disposal of property, plant and equipment in the first quarter of 2001. Interest expense increased $2.2 million, or 41.9%, for the three months ended March 31, 2001, compared to the same period in 2000 due primarily to an increase in average debt outstanding. LIQUIDITY AND CAPITAL RESOURCES The Company's principal liquidity requirements are to provide working capital, to finance capital expenditures, including bus acquisitions and to meet debt service requirements, including the payment of interest on the 11 1/2% Senior Notes. The Company's principal sources of liquidity are expected to be cash flow from operations and borrowings under the Revolving Credit Facility. The Company believes that its cash flow from operations, together with borrowings under the Revolving Credit Facility, will fund its working capital and near-term capital expenditure needs. As of March 31, 2001, the Company had outstanding borrowings under the Revolving Credit Facility of $68.6 million and availability of $56.4 million. 11 12 Net cash used in operating activities for the three months ended March 31, 2001 was $2.3 million, an increase of $1.9 million from the $0.3 million used during the same period of 2000. The principal reason for the increase is the higher net loss resulting from increased expenses during the first quarter of 2001. Net cash used for investing activities for the first quarter of 2001 was $7.7 million compared to the $6.2 million in net proceeds from investing during the first quarter of 2000. The $13.8 million change is principally due to sale-leaseback proceeds in the first quarter of 2000. Net cash provided by financing activities in the first quarter of 2001 was $9.0 million versus $5.4 million used for financing activities during the same period in 2000. The $14.5 million difference is principally due to the redemption of $11.1 million of Redeemable Preferred Stock in the first quarter of 2000. 12 13 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS None. (b) REPORTS ON FORM 8-K During the three months ended March 31, 2001, the Company did not file any current reports on Form 8-K with the Securities and Exchange Commission. 13 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. Date: May 15, 2001 GREYHOUND LINES, INC. By: /s/ Jeffrey W. Sanders ------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer ATLANTIC GREYHOUND LINES OF VIRGINIA, INC. By: /s/ Jeffrey W. Sanders ------------------------------ Jeffrey W. Sanders Senior Vice President and Chief Financial Officer GLI HOLDING COMPANY By: /s/ Jeffrey W. Sanders ------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer GREYHOUND de MEXICO, S.A. de C.V. By: /s/ Cheryl W. Farmer ------------------------------- Cheryl W. Farmer Examiner SISTEMA INTERNACIONAL de TRANSPORTE de AUTOBUSES, INC. By: /s/ Jeffrey W. Sanders ------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer TEXAS, NEW MEXICO & OKLAHOMA COACHES, INC. By: /s/ Jeffrey W. Sanders ------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer T.N.M. & O. TOURS, INC. By: /s/ Jeffrey W. Sanders ------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer VERMONT TRANSIT CO., INC. By: /s/ Jeffrey W. Sanders ------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer 14 -----END PRIVACY-ENHANCED MESSAGE-----