-----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, UxIBcKQ7krxj9BZzvQ1Ea6kzgANdOu8RqnbnjJLicLtxRegXSOczLyDESp/HG9BY q+WzW8JZ7eoXF+gk0XFhvg== 0000950134-99-009950.txt : 19991115 0000950134-99-009950.hdr.sgml : 19991115 ACCESSION NUMBER: 0000950134-99-009950 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 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: 99750543 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: 99750544 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: 99750545 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: 99750546 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: 99750547 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: 99750548 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: 99750549 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: 99750550 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: LOS BUENOS LEASING CO INC CENTRAL INDEX KEY: 0001041453 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 840434715 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-27267-07 FILM NUMBER: 99750551 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 FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1999 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 SEPTEMBER 30, 1999 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 November 11, 1999, the Registrant had 58,743,069 shares of Common Stock, $0.01 par value, outstanding. (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 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 Los Buenos Leasing Co., Inc. 333-27267-07 85-0434715 New 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 Texas 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 106 Main Street Burlington, Vermont 05401 (802) 862-9671
As of September 30, 1999, 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); Los Buenos Leasing Co., Inc. had 1,000 shares of common stock outstanding (at a par value of $1.00 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 September 30, 1999 (Unaudited) and December 31, 1998........................ 5 Interim Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited)......... 6 Condensed Interim Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 (Unaudited)................... 7 Notes to Interim Consolidated Financial Statements (Unaudited)................. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................ 10 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders....................................... 16 Item 6. Exhibits and Reports on Form 8-K.......................................................... 17 SIGNATURES .................................................................................. 18
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)
SEPTEMBER 30, DECEMBER 31, 1999 1998 ---------- ---------- (UNAUDITED) Current Assets Cash and cash equivalents ............................................................. $ 7,778 $ 4,736 Accounts receivable, less allowance for doubtful accounts of $328 and $198 ............ 48,269 40,774 Inventories, less allowance for shrinkage of $223 and $205 ............................ 6,952 5,705 Prepaid expenses ...................................................................... 4,739 5,170 Assets held for sale .................................................................. 4,989 3,029 Current portion of deferred tax assets ................................................ 28,661 24,053 Other current assets .................................................................. 2,841 9,907 ---------- ---------- Total current assets ............................................................... 104,229 93,374 Prepaid Pension Plans ..................................................................... 29,183 27,917 Property, Plant and Equipment, net of accumulated depreciation of $169,763 and $151,468 .............................................................. 414,636 362,417 Investments in Unconsolidated Affiliates .................................................. 14,872 13,560 Deferred Income Taxes ..................................................................... 7,474 8,988 Insurance and Security Deposits ........................................................... 40,623 67,908 Goodwill, net of accumulated amortization of $3,065 and $1,755 ............................ 45,921 39,510 Intangible Assets, net of accumulated amortization of $31,069 and $28,503 ................. 27,512 29,704 ---------- ---------- Total assets ....................................................................... $ 684,450 $ 643,378 ========== ========== Current Liabilities Accounts payable ...................................................................... $ 30,981 $ 27,724 Due to Laidlaw ........................................................................ 21,551 -- Accrued liabilities ................................................................... 71,629 64,819 Unredeemed tickets .................................................................... 10,086 12,143 Current portion of reserve for injuries and damages ................................... 23,032 22,967 Current maturities of long-term debt .................................................. 5,244 7,970 ---------- ---------- Total current liabilities .......................................................... 162,523 135,623 Reserve for Injuries and Damages .......................................................... 14,109 37,392 Long-Term Debt ............................................................................ 176,222 225,688 Minority Interests ........................................................................ 3,734 3,058 Other Liabilities ......................................................................... 22,830 23,604 ---------- ---------- Total liabilities .................................................................. 379,418 425,365 ---------- ---------- Redeemable Preferred Stock (2,400,000 shares authorized and 1,732,100 shares issued as of September 30, 1999; aggregate Liquidation preference $43,303) (Note 1)............................................ 43,303 -- Stockholders' Equity Preferred stock (10,000,000 shares authorized as of December 31, 1998; par value $.01) 8 1/2% Convertible Exchangeable Preferred Stock (2,760,000 shares Authorized and 2,400,000 shares issued as of December 31, 1998; Aggregate liquidation preference $60,000) (Note 1) ............................. -- 60,000 Series A junior preferred stock (1,500,000 shares authorized as of December 31, 1998; none issued) ................................................ -- -- Common stock (100,000,000 shares authorized; par value $.01; 58,743,069 and 60,255,117 shares issued as of September 30, 1999 and December 31, 1998 respectively) ................................................................. 587 603 Capital in excess of par value ........................................................ 356,457 237,441 Retained deficit ...................................................................... (87,621) (71,761) Accumulated Other Comprehensive Income, net of tax benefit of $3,181 .................. (7,694) (7,232) Less: Treasury stock, at cost (109,192 shares at December 31, 1998) ................... -- (1,038) ---------- ---------- Total stockholders' equity ......................................................... 261,729 218,013 ---------- ---------- Total liabilities and stockholders' equity ..................................... $ 684,450 $ 643,378 ========== ==========
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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- (UNAUDITED) (UNAUDITED) OPERATING REVENUES Transportation Services Passenger services .......................... $ 231,016 $ 213,214 $ 585,506 $ 547,484 Package express ............................. 10,381 8,702 29,158 25,491 Food services and related ....................... 11,579 8,921 29,241 23,817 Other operating revenues ........................ 15,401 13,297 47,563 39,309 ---------- ---------- ---------- ---------- Total operating revenues ................ 268,377 244,134 691,468 636,101 ---------- ---------- ---------- ---------- OPERATING EXPENSES Maintenance ..................................... 22,738 21,849 65,643 62,384 Transportation .................................. 60,112 53,914 164,465 151,339 Agents' commissions and station costs ........... 48,042 41,813 130,667 115,366 Marketing, advertising and traffic .............. 9,316 6,277 23,553 20,182 Insurance and safety ............................ 16,285 13,147 40,657 37,589 General and administrative ...................... 31,248 26,633 89,860 77,594 Depreciation and amortization ................... 11,073 8,888 31,812 26,730 Operating taxes and licenses .................... 15,355 15,022 44,052 42,688 Operating rents ................................. 20,164 16,988 57,057 48,886 Cost of goods sold - food services and related... 7,529 5,637 19,296 15,543 Other operating expenses ........................ 501 1,182 2,106 2,563 ---------- ---------- ---------- ---------- Total operating expense ................. 242,363 211,350 669,168 600,864 ---------- ---------- ---------- ---------- Operating Income ................................... 26,014 32,784 22,300 35,237 Settlement of Stock Options (see Note 3) .......... -- -- 21,294 -- Interest Expense ................................... 5,304 7,263 16,961 21,222 ---------- ---------- ---------- ---------- Income (Loss) Before Income Taxes .................. 20,710 25,521 (15,955) 14,015 Income Tax Provision (Benefit) ..................... 10,789 (16,250) (5,683) (17,167) Minority Interest .................................. 460 134 783 42 ---------- ---------- ---------- ---------- Net Income (Loss) Before Extraordinary Item ........ 9,461 41,637 (11,055) 31,140 Extraordinary Item (see Note 4) ................... -- -- 1,607 -- ---------- ---------- ---------- ---------- Net Income (Loss) .................................. 9,461 41,637 (12,662) 31,140 ========== ========== ========== ==========
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)
NINE MONTHS ENDED SEPTEMBER 30, 1999 1998 ---------- ---------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) ............................................ $ (12,662) $ 31,140 Extraordinary item ........................................... 1,607 -- Non-cash expenses and gains included in net income (loss) .... 28,313 2,338 Net change in certain operating assets and liabilities ...... 33,218 (16,165) ---------- ---------- Net cash provided by operating activities ................ 50,476 17,313 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures ......................................... (87,511) (17,627) Buses purchased for sale and leaseback ....................... -- (40,976) Proceeds from assets sold .................................... 942 1,133 Payments for business acquisitions, net of cash acquired ..... (7,491) (2,523) Other investing activities ................................... (958) 357 ---------- ---------- Net cash used for investing activities ................... (95,018) (59,636) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Payments on debt and capital lease obligations ............... (10,797) (4,330) Redemption of preferred stock ................................ (22,260) -- Redemption of 8 1/2% Debentures .............................. (3,740) -- Parent company capital contributions ......................... 265,805 -- Dividends to Parent company .................................. (140,204) -- Proceeds from exercise of options ............................ -- 2,595 Payment of quarterly preferred dividends ..................... (3,435) (3,888) Net change in revolving credit facility ...................... (37,785) 48,821 ---------- ---------- Net cash provided by financing activities ................ 47,584 43,198 ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS ....................... 3,042 875 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................. 4,736 2,052 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD ........................ $ 7,778 $ 2,927 ========== ==========
The accompanying notes are an integral part of these statements. 7 8 GREYHOUND LINES, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (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 September 30, 1999, the results of its operations for the three and nine months ended September 30, 1999 and 1998 and cash flows for the nine months ended September 30, 1999 and 1998. Due to the seasonality of the Company's operations, the results of its operations for the interim period ended September 30, 1999 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, 1998. On March 16, 1999, the Company's shareholders approved the Agreement and Plan of Merger ("Merger") with Laidlaw Inc. ("Laidlaw") and Laidlaw Transit Acquisition Corp. ("Laidlaw Transit"). On that date, Laidlaw Transit was merged with and into the Company, with the Company, as the surviving corporation, becoming a subsidiary of Laidlaw. As a result of the Merger, Laidlaw became the sole holder of the Company's Common Stock. Pursuant to the Merger, the Greyhound Preferred Stock, of which 72.2% or 1,732,100 shares remain outstanding, is convertible into the right to receive $33.33 in cash per share. As a result, the Preferred Stock has been classified as Redeemable Preferred Stock for periods after March 16, 1999. The consolidated financial statements of the Company do not reflect any purchase accounting adjustments relating to the Merger. 2. RELATED PARTY TRANSACTIONS Following the Merger, the Company began to purchase its insurance through Laidlaw. The Company has a $50,000 deductible for property damage claims and no deductible for all other claims. As a result, there is no insurance reserve associated with claims arising after March 16, 1999. The Company has recorded $21.6 million in insurance expense under this program, which the Company believes is comparative to the cost under its previous insurance program. Additionally, the Company has entered into a tax allocation agreement with Laidlaw whereby benefits from deductions and taxes on income are generally allocated to the Company on a basis equivalent to or more favorable than the basis the Company would have recognized as a stand alone company. Following the Merger, the Company had a $23.8 million reduction in insurance deposits which were obtained following the issuance by Laidlaw of letters of credit and $12.2 million in security deposit returns due to an improved credit rating as a result of Laidlaw acquiring the Company. Also, Laidlaw has guaranteed four bus leases entered into by the Company covering 88 buses. This guarantee resulted in a lower effective interest rate on the leases, resulting in monthly payments per bus of $2,642 compared to $2,696. 8 9 3. SETTLEMENT OF STOCK OPTIONS As a result of the Merger, the Company incurred $21.3 million in charges related to the settlement of the Company's outstanding stock options. 4. EXTRAORDINARY ITEM Following the Merger, all amounts outstanding under the Revolving Credit Facility were paid and the Revolving Credit Facility was terminated. As a result, the Company recorded a $1.6 million charge in the first quarter of 1999, net of a $1.3 million tax benefit, classified as an extraordinary item. This charge is related to the write-off of previously incurred debt issuance costs that were being amortized over the life of the Revolving Credit Facility. The Revolving Credit Facility was paid with capital contributions from Laidlaw. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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 in-terminal food services at certain terminals. The Company's consolidated operations include a nationwide network of terminal and maintenance facilities, a fleet of approximately 2,800 buses and approximately 1,800 ticket sales outlets. RESULTS OF OPERATIONS The following table sets forth the Company's results of operations as a percentage of total operating revenue for the three and nine months ended September 30, 1999 and 1998:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1999 1998 1999 1998 ------ ------ ------ ------ Operating Revenues Transportation services Passenger services ............................. 86.1% 87.3% 84.7% 86.1% Package express ................................ 3.9 3.6 4.2 4.0 Food services and related ........................... 4.3 3.7 4.2 3.7 Other operating revenues ............................ 5.7 5.4 6.9 6.2 ------ ------ ------ ------ Total operating revenues ................... 100.0 100.0 100.0 100.0 Operating Expenses Maintenance ......................................... 8.5 8.9 9.5 9.8 Transportation ...................................... 22.4 22.1 23.8 23.8 Agents' commissions and station costs ............... 17.9 17.1 18.9 18.1 Marketing, advertising and traffic .................. 3.5 2.6 3.4 3.2 Insurance and safety ................................ 6.1 5.4 5.9 5.9 General and administrative .......................... 11.6 10.9 13.0 12.2 Depreciation and amortization ....................... 4.1 3.6 4.6 4.2 Operating taxes and licenses ........................ 5.7 6.2 6.4 6.7 Operating rents ..................................... 7.5 7.0 8.3 7.7 Cost of goods sold - food services and related ...... 2.8 2.3 2.8 2.4 Other operating expenses ............................ 0.2 0.5 0.2 0.5 ------ ------ ------ ------ Total operating expenses ................... 90.3 86.6 96.8 94.5 ------ ------ ------ ------ Operating Income ...................................... 9.7 13.4 3.2 5.5 Settlement of stock options ........................... 0.0 0.0 3.1 0.0 Interest Expense ...................................... 2.0 2.9 2.4 3.3 ------ ------ ------ ------ Income (Loss) Before Income Taxes ..................... 7.7 10.5 (2.3) 2.2 Income Tax Provision (Benefit) ........................ 3.8 (6.7) (0.9) (2.7) Minority Interest ..................................... 0.2 0.1 0.1 0.0 ------ ------ ------ ------ Net Income (Loss) Before Extraordinary Item ........... 3.7 17.1 (1.5) 4.9 Extraordinary Item .................................... 0.0 0.0 0.3 0.0 ------ ------ ------ ------ Net Income (Loss) ..................................... 3.7 17.1 (1.8) 4.9 ====== ====== ====== ======
10 11 The following table sets forth certain operating data for the Company for the three and nine months ended September 30, 1999 and 1998. Certain statistics have been adjusted and restated from that previously published to provide consistent comparisons.
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE SEPTEMBER 30, PERCENTAGE 1999 1998 CHANGE 1999 1998 CHANGE ----------- ----------- ---- ----------- ----------- ---- Total Bus Miles (000's) .................. 97,862 91,282 7.2 261,323 243,030 7.5 Passenger Miles (000's) .................. 2,641,272 2,379,650 11.0 6,642,330 6,065,606 9.5 Passengers Carried (000's) ............... 7,140 6,620 7.9 18,591 17,184 8.2 Average Trip Length (passenger miles/ passengers carried) ................... 370 359 3.1 357 353 1.1 Load (avg. number of passengers per regular service mile) ................. 27.3 26.4 3.4 26.0 25.6 1.6 Load Factor (% of available seats filled) ............................... 56.2 55.7 0.9 53.7 54.2 (0.9) Yield (regular route revenue/passenger miles) .............. $ 0.0872 $ 0.0896 (2.7) $ 0.0881 $ 0.0903 (2.4) Total Revenue Per Total Bus Mile ......... 2.74 2.67 2.6 2.65 2.62 1.1 Cost Per Total Bus Mile: Maintenance ........................... $ 0.232 $ 0.239 (2.9) $ 0.251 $ 0.257 (2.3) Transportation ........................ 0.614 0.591 3.9 0.629 0.623 1.0 Insurance and Safety .................. 0.166 0.144 15.3 0.156 0.155 0.6
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 RESULTS OF OPERATIONS The Company's results of operations include the operating results of Peoria-Rockford Bus Company, Autobuses Americanos, Autobuses Amigos, On-Time Delivery and Larson Express (collectively the "acquisitions"). The purchases of Peoria-Rockford Bus Company, Autobuses Americanos and Autobuses Amigos were completed in the fourth quarter of 1998, the purchase of On-Time Delivery occurred during the first quarter of 1999 and the purchase of Larson Express occurred during the second quarter of 1999. The results for the acquisitions are included as of their respective purchase dates. Operating Revenues. Total operating revenues increased $24.2 million, up 9.9%, and $55.4 million, up 8.7%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. Acquisitions accounted for $8.1 million and $20.6 million of this growth for the three and nine months, resulting in internal growth of $16.2 million, or 6.6%, and $34.8 million, or 5.5%, for the three and nine months compared to the same periods in the prior year. Passenger services revenues increased $17.8 million, up 8.3%, and $38.0 million, up 6.9%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 (including $5.5 million and $14.4 million related to the acquisitions). The increases in regular route revenues reflect the consolidated impact of a 7.9% and 8.2% increase in the number of passengers carried for the three and nine months, combined with a 3.1% and 1.1% increase in average trip length, partially offset by a 2.7% and 2.4% decrease in yield. The decrease in yield is a reflection of the longer trip length and promotional pricing in the long-haul corridors to meet airline competition. Package express revenues increased $1.7 million, up 19.3%, and $3.7 million, up 14.4%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 (including $2.2 million and $5.2 million related to the acquisitions). Excluding the acquisitions, the Company experienced a decline of $0.5 million and $1.5 million for the three and nine months ended September 30, 1999, due to declines in its standard product offering (the traditional, low-value, terminal to terminal market segment) offset somewhat by gains in same day and priority product offerings. The declines in the standard offering are a result of continued competition, as well as expanded product offerings (such as United Parcel Service's guaranteed service "brown label" product), from larger next day package delivery companies. In response, the Company continues to increase its focus on the same day delivery market niche through selling of priority service and the creation of new product offerings such as Daily Direct, a guaranteed same day or early overnight service. 11 12 Food services revenues increased $2.7 million, up 29.8%, and $5.4 million, up 22.8%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. Food services revenues increased over the prior year due to the acquisition of eight in-terminal, concessionaire-operated locations that were previously Burger King locations ($1.5 million and $3.0 million for the three and nine months ended September 30, 1999), the increase in passenger traffic discussed above, and increased phone card sales. Other operating revenues, consisting primarily of revenue from charter and other in-terminal sales and services, increased $2.1 million, up 15.8%, and $8.3 million, up 21.0%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. Excluding the acquisitions, the increase was due to increases in tenant income primarily as a result of the Peter Pan Pool, initiated on January 12, 1999, which results in income to the Company for sharing its terminal space offset by a slight decrease in charter service revenue of $0.5 million, down 13.5% for the three months ended September 30, 1999. Charter revenues were down for the quarter as the Company utilized more of its resources to handle the summer line-haul traffic. However, charter service revenue is up $1.8 million, or 16.3% for the nine months ended September 30, 1999. Operating Expenses. Total operating expenses increased $31.0 million, up 14.7%, and $68.3 million, up 11.4%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. The increase is attributable to an increase in bus miles operated (7.2% and 7.5% for the three and nine months ended September 30, 1999 compared to the same periods in 1998), driver wage increases, increased terminal salaries, increased ticket commissions due to higher sales, an increase in the number of buses operated under operating leases, and $6.8 million and $18.4 million for the three and nine months ended September 30, 1999, related to the operations of the acquisitions. Maintenance costs increased $0.9 million, up 4.1%, and $3.3 million, up 5.2%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 due to increased bus miles and the inclusion of the acquisitions. Despite these increases, maintenance costs decreased on a cost per bus mile basis. Transportation expenses increased $6.2 million, up 11.5%, and $13.1 million, up 8.7%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 due to increased bus miles operated, an additional driver wage increase above normal annual increases due to renegotiation of the union contract in October 1998, increased fuel costs and the inclusion of the acquisitions. Fuel prices have gone above 1998 levels, with the average cost per gallon of fuel increasing to $0.648 and $0.575 for the three and nine months ended September 30, 1999, compared to $0.501 and $0.540 per gallon during the same periods in 1998. The increased fuel prices resulted in increased fuel cost of $2.4 million and $1.5 million for the three and nine months ended September 30, 1999, compared to the prior year. Agents' commissions and station costs increased $6.2 million, up 14.9%, and $15.3 million, up 13.3%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 primarily due to commissions associated with increased ticket sales, annual wage increases for terminal staff and the inclusion of the acquisitions. Additionally, the Peter Pan Pool increased terminal wages as the increase in sales resulted in increased staffing needs. Income from the Peter Pan Pool that offsets these costs is reflected in other operating revenue. Marketing, advertising and traffic expense increased $3.0 million, up 48.4%, and $3.4 million, up 16.7%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 due to a shift in advertising spending to increase peak-season advertising. Insurance and safety costs increased $3.1 million, up 23.9%, and $3.1 million, up 8.2%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. The increase is due principally to increased miles and the inclusion of the acquisitions. General and administrative expenses increased $4.6 million, up 17.3%, and $12.3 million, up 15.8%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 due primarily to increased expenses associated with remediation of the Company's computer systems related to the Year 2000 issue, the inclusion of the acquisitions and additions in administrative personnel. For the three and nine months ended September 30, 1999, Year 2000 expenses totaled $1.8 million and $4.5 million, respectively. 12 13 Depreciation and amortization increased $2.2 million, up 24.6%, and $5.1 million, up 19.0%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 due primarily to depreciation and goodwill amortization attributable to the acquisitions and depreciation related to increased capital expenditures in current and prior periods. Additionally, the Company has purchased 50 buses that were previously under operating leases. Operating taxes and licenses expense increased $0.3 million, up 2.2%, and $1.4 million, up 3.2%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. This increase results from higher payroll taxes due to increased salaries, wages and head-counts related to higher business volume and the inclusion of the acquisitions. Operating rents increased $3.2 million, up 18.7%, and $8.2 million, up 16.7%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998 due to the inclusion of the acquisitions, combined with an increase in the number of buses financed under operating leases and increased facility rents. Food services cost of goods sold increased $1.9 million, up 33.6%, and $3.8 million, up 24.1%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998, primarily due to the 29.8% and 22.8% increase in Food services revenues for the same periods and due to increased labor costs. As a result of Laidlaw Inc. ("Laidlaw") acquiring the Company, the Company incurred $21.3 million in charges related to the settlement of the Company's outstanding stock options. Interest expense decreased $2.0 million, down 27.0%, and $4.3 million, down 20.1%, for the three and nine months ended September 30, 1999, compared to the same periods in 1998. The decrease is the result of a lower outstanding balance on the Company's Revolving Credit Facility through March 16, 1999. Additionally, on March 17, 1999, subsequent to the acquisition of the Company by Laidlaw, all amounts outstanding under the Revolving Credit Facility were paid and the Revolving Credit Facility was terminated. Additionally, the Company had an extraordinary item in March. This was a $1.6 million charge, net of tax benefit of $1.3 million, related to the termination of the Company's Revolving Credit Facility, which included the write-off of previously incurred debt issuance costs that were being amortized over the life of the Revolving Credit Facility. The Revolving Credit Facility was paid with capital contributions from Laidlaw. LIQUIDITY AND CAPITAL RESOURCES The Company's principal liquidity requirements are to provide working capital, to finance capital expenditures, including bus acquisitions, to meet debt service requirements, including the payment of interest on the 11 1/2% Senior Notes and to pay Preferred Stock dividends. The Company's principal sources of liquidity are expected to be cash flow from operations and funds provided by Laidlaw. The Company believes that its cash flow from operations, together with funds provided by Laidlaw will be sufficient to meet its liquidity needs. Operating activities produced cash of $50.5 million for the nine months ended September 30, 1999, which is an improvement of $33.2 million compared to 1998. Net cash used by operating activities during the nine months ended September 30, 1999, were negatively impacted by the $21.3 million payments for settlement of stock options, offset by a $23.8 million reduction in insurance deposits which were obtained following the issuance by Laidlaw of letters of credit and $12.2 million in security deposit returns due to an improved credit rating as a result of the Laidlaw acquiring the Company. Net cash used for investing activities increased $35.4 million compared to 1998, principally due to $7.5 million in payments for business acquisitions combined with a $28.9 million increase in capital expenditures. Net cash provided by financing activities increased $7.9 million compared to 1998. This increase can primarily be attributed to the $265.8 million capital contribution provided by the Company's parent offset by dividends to the parent of $140.2 million. This increase was partially offset by the retirement of the $37.8 million related to the Revolving Credit Facility, $22.3 million of Preferred Stock conversions and $3.7 million due to the repurchase of a portion of the outstanding Convertible Debentures. As a result of the Laidlaw acquisition of the Company, the Company made a one-time offer to repurchase all or any part of each holder's 11 1/2% Senior Notes at a price equal to 101% of the principal amount thereof plus interest, which was accepted by no holders of these notes. Additionally, the Company made a one-time offer to repurchase 13 14 all or any part of each holder's Convertible Debentures at a price equal to 100% of the principal amount thereof plus interest, which was accepted in July by holders of $3.7 million of the outstanding $9.8 million. Also, the Preferred Stock became convertible into $33.33 in cash for each share of Preferred Stock, which is in excess of the liquidation preference. SUBSTANTIAL LEVERAGE AND SEASONALITY The Company has consolidated indebtedness that is substantial in relation to its stockholders' equity. As of September 30, 1999, the Company had outstanding consolidated long-term indebtedness (including current portions) of approximately $181.5 million and total stockholders' equity of approximately $261.7 million. The seasonal fluctuations in the Company's cash flows can be significant. Generally, the first quarter and most of the second quarter are loss periods requiring the financing of substantial cash outflows for operations. However, the last half of the year (primarily the third quarter) provides substantial positive cash flows. COMPUTER SYSTEMS / YEAR 2000 READINESS Many existing computer systems, communications equipment, control devices and software products, including several used by the Company, are coded to accept only two-digit entries in the date code field. Beginning in the year 2000, these date code fields will need to accept four-digit entries to distinguish 21st century dates from 20th century dates. As a result, the Company's date critical functions related to the year 2000 and beyond, such as scheduling, dispatch, sales, purchasing, planning and financial systems may be materially adversely affected unless these systems are or become year 2000 ready. During the past three years, the Company has been replacing or upgrading its computer systems to improve operating efficiencies. Through some of these efforts, year 2000 ready applications or systems have been installed. The Company is preparing both its information technology ("IT") systems and its non-IT, technology enabled systems for the year 2000 by implementing the year 2000 Readiness Process, comprised of five phases: Assessment, Planning, Implementation, Testing and Clean Management. The first phase is an assessment of the Company's systems with respect to year 2000 readiness. During the Assessment phase, the Company, with the assistance of consultants, reviewed individual applications and the hardware and network infrastructure supporting those applications. The assessment also included non-"information technology" (non-IT) systems, such as fax machines, time clocks and bus maintenance test equipment. The assessment of all of the Company's IT systems and non-IT systems were completed in the third quarter of 1999. The Assessment phase also involves an assessment of the readiness of third party vendors and suppliers. The Company has issued year 2000 readiness questionnaires to some vendors and will continue this effort. However, responses to these inquiries have been limited. Nevertheless, as a normal course of business, the Company has contingency plans in place to deal with failures of most of the critical third-party systems. The purpose of the Planning phase was to develop a detailed set of plans for bringing the Company's systems to year 2000 readiness. The Company first developed plans to prepare individual applications and platforms for year 2000 readiness. These individual plans were then consolidated into an overall plan for remediation of the IT systems. Priority has been given to the mission critical functions. For those non-mission critical systems that might not be ready for the year 2000, the overall plan calls for the development of contingency plans to minimize disruption to the business. The overall plan for IT systems was completed during the fourth quarter of 1998. The planning phase for non-IT systems was completed in the third quarter of 1999. In the Implementation phase, the Company will bring the IT systems to a state of readiness as stand-alone units. Each application and its supporting infrastructure components will be remediated, replaced or upgraded, as appropriate. Each application will be tested to ensure the accuracy of current functionality and to ensure the continuance of the functionality into the year 2000 and beyond. To date, most of the infrastructure components and the majority of applications have been remediated. The Company completed the Implementation phase for mission critical IT systems in the second quarter of 1999. The majority of the non-mission critical IT systems and non-IT systems were made year 2000 ready by the end of third quarter of 1999. 14 15 The Testing phase is the most complicated phase of the year 2000 Readiness Process. In this phase, IT systems are tested for year 2000 readiness, meaning that a series of tests using the same data but different dates is performed to ensure readiness of the IT systems both prior to and after the year 2000. Testing of individual infrastructure components and applications will continue, however, the majority of testing was completed in the third quarter of 1999. Clean Management is confirming that any newly acquired components or applications are deemed year 2000 ready before their introduction into the Company. The Clean Management phase of the year 2000 Readiness Process is conducted at the same time as all other phases. The Company currently has disaster recovery or contingency plans in place to address problems that might occur in the ordinary course of business. In light of the year 2000 problem, the Company re-evaluated its contingency planning for critical operational areas that might be specifically affected by the year 2000 problem if the Company or suppliers were not ready. The Company completed this evaluation in the third quarter of 1999; however, the Company will continue to evaluate these plans as there are any changes or issues within the Company or with third parties. The Company's total costs related to year 2000 assessment and remediation are based on presently available information. The total remaining costs related to the year 2000 assessment and remediation efforts are estimated to be between $2.0 million and $3.0 million, including internal salaries that would be incurred without remediation efforts. The Company estimates that approximately half of this amount will be capitalized, with the remainder being expensed as incurred. These costs will be funded through operating cash flows or from funds provided by Laidlaw. Since the Company has been replacing and upgrading its computer systems in the ordinary course of business, the Company cannot estimate the costs incurred to date related specifically to remediating year 2000 issues. The year 2000 issues present a number of risks that are beyond the Company's reasonable control, such as the failure of utility companies to deliver electricity, the failure of telecommunications companies to provide voice and data services, the failure of financial institutions to process transactions and transfer funds, and the impact on the Company of the effects of year 2000 issues on the economy in general or on the Company's business partners and customers. Although the Company believes that its year 2000 readiness program is designed appropriately to identify and address those year 2000 issues that are subject to the Company's reasonable control, the Company can make no assurance that its efforts will be fully effective or that the year 2000 issues will not have a material adverse effect on the Company's business, financial condition or results of operations. OTHER There were no other material changes in the Company's financial condition nor were there any substantive changes relative to matters discussed in the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations as presented in the Company's annual 10-K for the year ended December 31, 1998. 15 16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ELECTIONS OF DIRECTORS On July 23, 1999, at the Company's annual meeting of shareholders, Mr. James R. Bullock was elected as sole Director for a one-year term. The election was determined by a plurality vote. Total stockholder votes for and against on the election of Mr. Bullock were 60,003,514 and 600, respectively. 16 17 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 27 - Financial Data Schedule as of and for the nine months ended September 30, 1999.(1) - -------------------------------------------------------------------------------- (1) Filed only in EDGAR format with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. (b) REPORTS ON FORM 8-K During the three months ended September 30, 1999, the Company did not file any current reports on Form 8-K with the Securities and Exchange Commission. 17 18 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: November 12, 1999 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/ Jeffrey W. Sanders ------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer LOS BUENOS LEASING CO., INC. By: /s/ Jeffrey W. Sanders ------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer SISTEMA INTERNACIONAL de TRANSPORTE de AUTOBUSES, INC. By: /s/ Jeffrey W. Sanders ------------------------------------- Jeffrey W. Sanders Senior Vice President and Chief Financial Officer 18 19 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 19 20 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 27 - Financial Data Schedule as of and for the nine months ended September 30, 1999.
EX-27 2 FINANCIAL DATA SCHEDULE
5 0000813040 GREYHOUND LINES INC 1,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 7,778 0 48,597 328 6,952 104,229 584,399 169,763 684,450 162,523 176,222 43,303 0 587 356,457 684,450 0 691,468 0 436,954 0 0 16,961 (15,955) (5,683) (11,055) 0 1,607 0 (12,662) 0 0
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