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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 
 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005
 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 
 Commission file number 1-10841 GREYHOUND LINES, INC. 
 Delaware
    
    86-0572343(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification no.)15110 N. Dallas Parkway, Suite 600Dallas, 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 that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o
 Indicate by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). YESo          NOþ As of May 6, 2005, the registrant had 587 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)
    This Registrant meets the conditions set forth General Instructions H(1)(a) and (b) of
Form 10-Q and is therefore filing this form in a reduced disclosure format.




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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
    
    JurisdictionCommission
    
    Identification
    
    OfName
    
    File No.
    
    No.
    
    Incorp.Atlantic Greyhound Lines of Virginia, Inc.
    
    333-27267-01
    
    58-0869571
    
    VirginiaGLI Holding Company
    
    333-27267-04
    
    75-2146309
    
    DelawareGreyhound de Mexico, S.A. de C.V.
    
    333-27267-05
    
    None
    
    Republic of MexicoSistema Internacional de Transporte de Autobuses,
Inc.
    
    333-27267-08
    
    75-2548617
    
    Delaware350 N. St. Paul Street, 10th FloorDallas, Texas 75201(214) 849-8616Texas, New Mexico & Oklahoma Coaches, Inc.
    
    333-27267-10
    
    75-0605295
    
    Delaware1313 13th StreetLubbock, Texas 79408(806) 763-5389T.N.M. & O. Tours, Inc.
    
    333-27267-11
    
    75-1188694
    
    Texas(Same as Texas, New Mexico & OklahomaCoaches, Inc.)Vermont Transit Co., Inc.
    
    333-27267-12
    
    03-0164980
    
    Vermont345 Pine StreetBurlington, Vermont 05401(802) 862-9671
 As of March 31, 2005, 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




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GREYHOUND LINES, INC. AND SUBSIDIARIES Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Interim Consolidated Statements of Financial Position as of
March 31, 2005 (Unaudited) and December 31, 2004
    
    
    5Interim Consolidated Statements of Operations for the
Three Months Ended March 31, 2005 and 2004 (Unaudited)
    
    
    6Condensed Interim Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2005 and 2004 (Unaudited)
    
    
    7Notes to Interim Consolidated Financial Statements (Unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 4. Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONItem 1. Legal
    
    
    17Item 6. Exhibits
    
    
    17SIGNATURES
    
    
    18Certification of CEO Pursuant to Section 302Certification of Principal Financial Officer Pursuant to Section 302Certification Pursuant to Section 906
  3




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PART I. FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS 4




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GREYHOUND LINES, INC.
AND SUBSIDIARIES 
 INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except share amounts)
 March 31,
    
    
    December 31,2005
    
    
    2004(Unaudited)Current AssetsCash and cash equivalents
    
    $
    26,658
    
    
    $
    35,940Accounts receivable, less allowance for doubtful accounts
of $1,232 and $1,155
    
    
    33,916
    
    
    
    41,898Inventories, less allowance for shrinkage of $354 and $344
    
    
    8,648
    
    
    
    8,529Prepaid expenses
    
    
    7,738
    
    
    
    7,781Other current assets
    
    
    4,933
    
    
    
    3,406Total Current Assets
    
    
    81,893
    
    
    
    97,554Property, plant and equipment, net of accumulated depreciation of
$325,425 and $309,135
    
    
    336,978
    
    
    
    339,406Investments in unconsolidated affiliates
    
    
    13,769
    
    
    
    13,848Insurance and security deposits
    
    
    56,580
    
    
    
    62,197Goodwill
    
    
    2,939
    
    
    
    2,939Intangible assets, net of accumulated amortization of $42,079 and $41,159
    
    
    18,201
    
    
    
    18,905Total Assets
    
    $
    510,360
    
    
    $
    534,849Current LiabilitiesAccounts payable
    
    $
    18,376
    
    
    $
    24,688Accrued liabilities
    
    
    64,140
    
    
    
    54,345Rents payable
    
    
    9,760
    
    
    
    8,179Unredeemed tickets
    
    
    8,267
    
    
    
    11,198Current portion of claims liability
    
    
    37,516
    
    
    
    38,057Current portion of debt
    
    
    2,421
    
    
    
    2,609Total Current Liabilities
    
    
    140,480
    
    
    
    139,076Pension obligation
    
    
    66,550
    
    
    
    148,784Claims liability
    
    
    63,263
    
    
    
    70,057Long-term debt
    
    
    200,315
    
    
    
    200,605Minority interests
    
    
    3,592
    
    
    
    3,880Other liabilities
    
    
    22,206
    
    
    
    21,328Total Liabilities
    
    
    496,406
    
    
    
    583,730Stockholders Equity (Deficit)Common stock (1,000 shares authorized; par value $.01; 587 shares issued)
    
    
    
    
    
    
    Capital in excess of par value
    
    
    505,858
    
    
    
    420,391Retained deficit
    
    
    (265,235
    )
    
    
    (242,724
    )Accumulated other comprehensive loss, net of tax benefit of $28,880
    
    
    (226,669
    )
    
    
    (226,548
    )Total Stockholders Equity (Deficit)
    
    
    13,954
    
    
    
    (48,881
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    510,360
    
    
    $
    534,849
 The accompanying notes are an integral part of these statements. 5




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GREYHOUND LINES, INC.
AND SUBSIDIARIES 
 INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
 Three Months EndedMarch 31,2005
    
    
    2004(Unaudited)Operating RevenuesPassenger services
    
    $
    175,932
    
    
    $
    181,865Package express
    
    
    8,842
    
    
    
    9,690Food services
    
    
    8,623
    
    
    
    8,819Other operating revenues
    
    
    17,419
    
    
    
    19,724Total Operating Revenues
    
    
    210,816
    
    
    
    220,098Operating ExpensesMaintenance
    
    
    24,111
    
    
    
    24,970Transportation
    
    
    52,235
    
    
    
    56,796Agents commissions and station costs
    
    
    38,743
    
    
    
    40,830Marketing, advertising and traffic
    
    
    5,512
    
    
    
    4,560Insurance and safety
    
    
    19,668
    
    
    
    19,778General and administrative
    
    
    30,479
    
    
    
    33,633Depreciation and amortization
    
    
    19,077
    
    
    
    14,038Operating taxes and licenses
    
    
    13,095
    
    
    
    14,488Operating rents
    
    
    18,057
    
    
    
    19,692Cost of goods sold  food services
    
    
    5,506
    
    
    
    5,773Other operating expenses
    
    
    825
    
    
    
    793Total Operating Expenses
    
    
    227,308
    
    
    
    235,351Operating Loss
    
    
    (16,492
    )
    
    
    (15,253
    )Interest Expense
    
    
    6,107
    
    
    
    6,140Loss Before Income Taxes and Minority Interests
    
    
    (22,599
    )
    
    
    (21,393
    )Income Tax Provision
    
    
    200
    
    
    
    15Minority Interests
    
    
    (288
    )
    
    
    (297
    )Net Loss
    
    $
    (22,511
    )
    
    $
    (21,111
    )
 The accompanying notes are an integral part of these statements. 6




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GREYHOUND LINES, INC.
AND SUBSIDIARIES 
 CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Three Months EndedMarch 31,2005
    
    
    2004(Unaudited)Cash Flows From Operating ActivitiesNet loss
    
    $
    (22,511
    )
    
    $
    (21,111
    )Non-cash expenses and gains included in net loss
    
    
    22,467
    
    
    
    18,525Net change in certain operating assets and liabilities
    
    
    6,931
    
    
    
    3,963Net Cash Provided by Operating Activities
    
    
    6,887
    
    
    
    1,377Cash Flows From Investing ActivitiesCapital expenditures
    
    
    (15,776
    )
    
    
    (11,126
    )Proceeds from assets sold
    
    
    231
    
    
    
    539Other investing activities
    
    
    120
    
    
    
    624Net Cash Used for Investing Activities
    
    
    (15,425
    )
    
    
    (9,963
    )Cash Flows From Financing ActivitiesPayments on debt and capital lease obligations
    
    
    (744
    )
    
    
    (703
    )Net Cash Used for Financing Activities
    
    
    (744
    )
    
    
    (703
    )Net Decrease in Cash and Cash Equivalents
    
    
    (9,282
    )
    
    
    (9,289
    )Cash and Cash Equivalents, Beginning of Period
    
    
    35,940
    
    
    
    18,805Cash and Cash Equivalents, End of Period
    
    $
    26,658
    
    
    $
    9,516
 The accompanying notes are an integral part of these statements. 7




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GREYHOUND LINES, INC.
AND SUBSIDIARIES 
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying interim consolidated financial statements of Greyhound Lines, Inc. and
Subsidiaries (Greyhound or the Company) have been prepared in accordance with accounting
principles generally accepted in the United States for interim reporting and accordingly, do not
include all of the disclosures required for annual financial statements. In the opinion of
management, all adjustments considered necessary for fair presentation have been included. All
such adjustments are of a normal, recurring nature. Additionally, certain reclassifications have
been made to the prior period statements to conform them to the current period presentation. Due
to the seasonality of the Companys operations, operating results for the three months ended March
31, 2005 and 2004 and cash flows for the three months ended March 31, 2005 and 2004 are not
necessarily indicative of the results that may be expected for the full year ending December 31,
2005. For further information, see the Companys consolidated financial statements, including the
accounting policies and notes thereto, included in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2004. In 1999, the Company became a wholly-owned subsidiary of Laidlaw Inc. The consolidated financial
statements of the Company do not reflect any purchase accounting adjustments. On June 28, 2001, Laidlaw Inc. and certain of its affiliates filed voluntary petitions for
reorganization under the U.S. Bankruptcy Code and the Canada Companies Creditors Arrangement.
Neither Greyhound nor any of its subsidiaries were included in, or made party to, these
reorganization filings and proceedings. In June 2003, Laidlaw Inc. emerged from the court-supervised reorganization process and completed
an internal corporate restructuring, in which Laidlaw International, Inc., a Delaware corporation,
acquired all of the assets of Laidlaw Inc., a Canadian corporation. Laidlaw International, Inc.
and its predecessor Laidlaw Inc. are referred to as Laidlaw. The consolidated financial
statements of the Company do not reflect any fresh start accounting adjustments relating to the
reorganization of Laidlaw. 2. OTHER COMPREHENSIVE INCOME The Company includes unrealized gains and losses on available-for-sale securities and changes in
minimum pension liabilities as other comprehensive income. For the three months ended March 31,
2005 and 2004, comprehensive loss was $22.6 million and $21.0 million, respectively. 3. PENSION PLANS The Company has nine defined benefit pension plans. The largest plan (the ATU Plan) covers
approximately 13,000 current and former employees, fewer than 600 of whom are active employees of
the Company. The following table provides the components of net periodic pension cost for the
three months ended March 31, 2005 and 2004 (in thousands): Three Months Ended2005
    
    
    2004Components of Net Periodic Pension CostService Cost
    
    $
    383
    
    
    $
    377Interest Cost
    
    
    11,194
    
    
    
    10,836Expected Return on Assets
    
    
    (10,831
    )
    
    
    (10,006
    )Amortization of Actuarial Losses
    
    
    2,771
    
    
    
    3,461Net Periodic Pension Cost
    
    $
    3,517
    
    
    $
    4,668
 8




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3. PENSION PLANS (Continued) Plan Contributions and Potential Funding Requirements Plan Contributions and Potential Funding Requirements Laidlaw, collectively with all of its wholly-owned U.S. subsidiaries, including Greyhound (the
Laidlaw Group), is party to an agreement with the Pension Benefit Guaranty Corporation regarding
the funding levels of the Companys pension plans (the PBGC Agreement). Under the PBGC Agreement
3.8 million shares of common stock of Laidlaw were issued to a trust formed for the benefit of the
pension plans (the Pension Plan Trust). On February 17, 2005, Laidlaw purchased all shares from
the Pension Plan Trust at the closing market price for a total of $84.5 million. The proceeds from
the sale were contributed to the pension plans in accordance with the terms of the PBGC Agreement. The February 17, 2005 contribution has been designated by Laidlaw as a capital contribution to the
Company and, accordingly, the Company recorded an increase in additional paid-in-capital and a
corresponding reduction in pension obligations for the amount of the contribution. In addition to the cash contributions to the pension plans pursuant to the PBGC Agreement described
above, the Company expects to contribute $1.1 million to all plans other than the ATU Plan, for
which there is no funding requirement in 2005. During the quarter ended March 31, 2005, the
Company contributed $0.3 million to the plans. The ATU Plan represents approximately 90% of the total obligations of the pension plans. Based
upon current regulations, plan asset values at December 31, 2004, the additional contribution made
on February 17, 2005 and assuming annual investment returns exceed 3% the Company does not
anticipate any significant additional minimum funding requirements for the ATU Plan over the next
several years. However, there is no assurance that the ATU Plan will be able to earn the assumed
rate of return, that new regulations may not result in changes in the prescribed actuarial
mortality table and discount rates, or that there will be market driven changes in the discount
rates, which would result in the Company being required to make significant additional minimum
funding contributions in the future. 4. CONTINGENCIES Revolving Credit Facility The Company is required to maintain a minimum cash flow to interest expense ratio, maximum
indebtedness to cash flow ratio and minimum cash flow (the Financial Covenants) under its
revolving credit facility (the Revolving Credit Facility). As of March 31, 2005, the Company was
in compliance with all of the Financial Covenants. Based upon historical and recent results and the
current financial forecast, management believes that the Company will remain in compliance with the
Financial Covenants through 2005. However, increases in fuel prices, softness in discretionary
travel, or other unforeseen events or changes in assumptions may result in material differences
between the Companys future financial results or forecasts and the current financial forecast, and
those differences could result in a change in managements assessment regarding compliance with the
Financial Covenants. Environmental Matters The Companys operations are subject to numerous environmental laws, regulations and guidelines
adopted by various governmental authorities in the jurisdictions in which the Company operates.
Liabilities are recorded when environmental liabilities are either known or considered probable and
can be reasonably estimated. On an ongoing basis, management assesses and evaluates environmental
risk and, when necessary, conducts appropriate corrective measures. The Company provides for
environmental liabilities using its best estimates. Actual environmental liabilities could differ
significantly from these estimates. 9




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4. CONTINGENCIES (Continued) Legal Proceedings The Company is a defendant in various lawsuits arising in the ordinary course of business,
primarily cases involving personal injury and property damage claims and employment-related claims.
Although these lawsuits involve a variety of different facts and theories of recovery, the
majority arise from traffic accidents involving buses operated by the Company. The vast majority
of these claims are covered by insurance for amounts in excess of the deductible portion of the
policies. Management believes that there are no proceedings either threatened or pending against
the Company relating to such personal injury, property damage and employment-related claims that,
if resolved against the Company, would materially exceed the amounts recorded as estimated
liabilities by the Company. Insurance Coverage The Federal Motor Carrier Safety Administration (the FMCSA) has authorized the Company to
self-insure its automobile liability exposure for interstate passenger service up to $3.0 million
per occurrence. To maintain self-insurance authority, the Company is required to provide periodic
financial information and claims reports, maintain a satisfactory safety rating by the FMCSA, a
tangible net worth of $10.0 million and a trust fund, initially set at $15 million, to provide
security for payment of claims. At December 31, 2002, and continuing to date, the Companys
tangible net worth has fallen below the minimum required by the FMCSA to maintain self-insurance
authority. The FMCSA granted waivers of the tangible net worth requirement through December 31,
2005, and, as a condition of the waivers, the Company has been required to increase the
self-insurance trust fund to the greater of $17.7 million or 110% of the estimated unpaid liability
for self-insured claims. Insurance coverage and related administrative expenses are key components of the Companys cost
structure. Additionally, the Company is required by the FMCSA, some states and some of its
insurance carriers to maintain collateral deposits or provide other security pursuant to its
insurance program. At March 31, 2005, the Company maintained $50.6 million of collateral deposits
(including $37.6 million in the FMCSA trust fund) and had issued $53.7 million of letters of credit
in support of these programs. The loss or further modification of self-insurance authority from
the FMCSA or a decision by the Companys insurers to modify the Companys program substantially, by
either increasing cost, reducing availability or increasing collateral, could have a material
adverse effect on the Companys liquidity, financial condition and results of operations. 5. RELATED PARTY TRANSACTIONS During the quarter ended March 31, 2005 the Company sold one bus to Hotard Coaches, Inc., an
affiliated company owned by Laidlaw engaged in the travel services business in the U.S. The
Company sold the bus at a price that approximates the price it would have received from an
independent third party. Included in accounts receivable on the Companys Interim Consolidated Statements of Financial
Position at March 31, 2005 and December 31, 2004, are amounts due from Laidlaw or one of Laidlaws
subsidiaries of $4.0 million and $3.5 million, respectively. Included in accounts payable at March
31, 2005 and December 31, 2004, are amounts due to Laidlaw or one of Laidlaws subsidiaries of $1.2
million and $0.8 million, respectively. 10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Business Overview Greyhound is the only nationwide provider of scheduled intercity bus transportation services in the
United States. The Company operates as one business segment with the primary business consisting of
scheduled passenger service, package express service and food service at certain terminals. The
Companys operations include a nationwide network of terminal and maintenance facilities utilizing
a fleet of approximately 2,700 buses. The Company uses a network of approximately 1,400 sales
locations, which offers the customer the ability to travel to more than 2,200 destinations in North
America. The Companys business is seasonal in nature and generally follows 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 operating cash flows are also seasonal with a disproportionate amount of the
Companys annual operating 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. The following discussion and analysis presents factors which affected the Companys consolidated
results of operations for the quarter ended March 31, 2005 and the Companys consolidated financial
position at March 31, 2005. The following information should be read in conjunction with the
Consolidated Financial Statements and Notes included in this Form 10-Q as well as the Companys
Form 10-K for the year ended December 31, 2004. Overview of the First Quarter of 2005 During the first quarter the Company continued to implement its long-range strategic plan in the
passenger business and continued to stabilize the business through its initiatives to enhance
yield, reduce marginally profitable bus miles and reduce operating and general and administrative
costs. These initiatives, along with a shift in the Easter holiday from April in 2004 to March in
2005, resulted in a 9.1% increase in revenue per bus mile, however, certain cost increases
adversely impacted operating results. Compared to the prior year, the rising price of fuel
resulted in a cost increase of $4.1 million. Additionally, the Company decreased the estimated
average useful life and salvage value of certain older buses, which are expected to be disposed of
as the Company further reduces miles, resulting in an increase in depreciation expense of $3.7
million. Because of these cost increases, the operating loss for the quarter increased $1.2
million compared to the prior year. Although the rising cost of fuel is a concern, the Company
continues to address this issue through additional cost reduction efforts, both in general and
administrative areas as well as by focusing on bus miles and operating performance. In April, the Company completed the implementation of the second phase of its strategy in the
Southwest region of the U.S., defined as the states of California, Nevada, Arizona, New Mexico,
Texas, Oklahoma, Louisiana and Arkansas. As part of the restructuring, the Company eliminated
approximately 23 million annual bus miles, 174 sales locations and approximately 575 jobs. Because
most of the locations being eliminated are agent-owned locations and many of the eliminated jobs
are not eligible for severance pay, the Company will record an insignificant charge during the
second quarter of 2005 for severance, real estate lease terminations and other implementation
costs. The Company will now focus on the Southeastern region of the U.S. and plans to implement
the strategy in this region in late June 2005. 11




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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, 2005 and 2004: Three Months EndedMarch 31,2005
    
    
    2004Operating RevenuesPassenger services
    
    
    83.4
    %
    
    
    82.6
    %Package express
    
    
    4.2
    
    
    
    4.4Food services
    
    
    4.1
    
    
    
    4.0Other operating revenues
    
    
    8.3
    
    
    
    9.0Total Operating Revenues
    
    
    100.0
    
    
    
    100.0Operating ExpensesMaintenance
    
    
    11.4
    
    
    
    11.3Transportation
    
    
    24.8
    
    
    
    25.8Agents commissions and station costs
    
    
    18.4
    
    
    
    18.5Marketing, advertising and traffic
    
    
    2.6
    
    
    
    2.1Insurance and safety
    
    
    9.3
    
    
    
    9.0General and administrative
    
    
    14.5
    
    
    
    15.3Depreciation and amortization
    
    
    9.0
    
    
    
    6.4Operating taxes and licenses
    
    
    6.2
    
    
    
    6.6Operating rents
    
    

    8.6
    
    
    
    8.9Cost of goods sold  food services
    
    
    2.6
    
    
    
    2.6Other operating expenses
    
    
    0.4
    
    
    
    0.4Total Operating Expenses
    
    
    107.8
    
    
    
    106.9Operating Loss
    
    
    (7.8
    )
    
    
    (6.9
    )Interest Expense
    
    
    2.9
    
    
    
    2.8Income Tax Provision
    
    
    0.1
    
    
    
    0.0Minority Interests
    
    
    (0.1
    )
    
    
    (0.1
    )Net Loss
    
    
    (10.7
    )%
    
    
    (9.6
    )%
 12




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The following table sets forth certain key operating data used by management in assessing the
Companys performance during the quarters ended March 31, 2005 and 2004. Certain statistics have
been adjusted and restated from those previously published to provide consistent comparisons. Three Months EndedMarch 31,
    
    
    Percentage2005
    
    
    2004
    
    
    ChangeRegular Service Miles (000s)
    
    
    59,558
    
    
    
    67,362
    
    
    
    (11.6
    %)Total Bus Miles (000s)
    
    
    61,407
    
    
    
    69,966
    
    
    
    (12.2
    %)Passenger Miles (000s)
    
    
    1,567,291
    
    
    
    1,658,978
    
    
    
    (5.5
    %)Passengers Carried (000s)
    
    
    4,803
    
    
    
    4,854
    
    
    
    (1.1
    %)Average Trip Length (passenger miles/passengers carried)
    
    
    326
    
    
    
    342
    
    
    
    (4.7
    %)Load (avg. number of passengers per regular service mile)
    
    
    26.3
    
    
    
    24.6
    
    
    
    6.9
    %Load Factor (% of available seats filled)
    
    
    51.5
    %
    
    
    48.5
    %
    
    
    6.2
    %Yield (passenger services revenue/passenger miles)
    
    $
    0.1123
    
    
    $
    0.1096
    
    
    
    2.5
    %Average Ticket Price
    
    $
    36.63
    
    
    $
    37.47
    
    
    
    (2.2
    %)Total Revenue Per Total Bus Mile
    
    $
    3.433
    
    
    $
    3.146
    
    
    
    9.1
    %Cost Per Total Bus Mile:Maintenance
    
    $
    0.393
    
    
    $
    0.357
    
    
    
    10.1
    %Transportation excluding fuel
    
    $
    0.614
    
    
    $
    0.641
    
    
    
    (4.2
    %)Fuel
    
    $
    0.237
    
    
    $
    0.171
    
    
    
    38.6
    %Insurance and safety
    
    $
    0.320
    
    
    $
    0.283
    
    
    
    13.1
    %
 Three Months Ended March 31, 2005 Compared to the Same Period in 2004 Operating Revenues.Total operating revenues decreased $9.3 million, down 4.2%, for the
three months ended March 31, 2005, compared to the same period in 2004. Passenger services revenues decreased $5.9 million, or 3.3%, for the three months ended March 31,
2005, compared to the same period in 2004 even though the Easter holiday fell within the first
quarter in 2005 as compared to the second quarter in 2004. The decrease is principally due to the
5.5% reduction in passenger miles offset somewhat by a 2.5% increase in yield. The passenger mile
decrease was due to a 1.1% decline in passengers and a 4.7% decline in average trip length,
indicating that short- and medium-haul trips continue to grow in proportion to total trips. This
is largely due to the Companys implementation of its long-term strategy to simplify its network by
lowering frequency and eliminating marginally profitable and unprofitable routes, principally
affecting long-haul corridors. As a result of the Companys focus on controlling bus miles and due
to the shifts in the Easter holiday, load improved by 6.9% and revenue per mile improved by 9.1%. Package express revenues decreased $0.8 million, or 8.8%, for the three months ended March 31,
2005, compared to the same period in 2004. The Company continues to experience reduced standard
product deliveries (the traditional, low value, terminal to terminal market segment) as a result of
continued competition as well as expanded and improved product offerings from larger package
delivery companies. Although the Company is partially offsetting the revenue decline in its
standard product by focusing on its same day or early next morning service, the increase in this
product was not enough to offset the reduction in the standard product. Additionally, reduced
locations resulting from the Companys implementation of its long-term strategic plan contributed
to the reduction in package revenue during the quarter. Food services revenues decreased $0.2 million, or 2.2%, for the three months ended March 31, 2005,
compared to the same period in 2004 primarily due to the decrease in passenger traffic,
particularly in the long haul markets. Other operating revenues decreased $2.3 million, or 11.7%, for the three months ended March 31,
2005, compared to the same period in 2004. The decrease is principally due to decreased charter
services and decreases in meet and greet and transportation services provided to cruise lines. 13




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##### Table of Contents



Operating Expenses.Total operating expenses decreased $8.0 million, or 3.4%, for the
three months ended March 31, 2005, compared to the same period in 2004. Maintenance costs decreased $0.9 million, or 3.4%, for the three months ended March 31, 2005,
compared to the same period in 2004. On a per-mile basis, maintenance costs increased by 10.1%
principally due to higher average fleet age and fewer buses under warranty. Transportation expenses which consist primarily of fuel costs and driver wages, decreased $4.6
million, or 8.0%, for the three months ended March 31, 2005, compared to the same period in 2004,
principally due to the effects of operating fewer miles and lower driver training costs, partially
offset by fuel price increases. During the first quarter of 2005 the average cost per gallon of
fuel was $1.46 per gallon, compared to $1.04 per gallon during the same period in 2004, resulting
in increased fuel costs of $4.1 million. Additionally, driver hiring and training costs were $0.9
million lower during the first quarter of 2005 compared to 2004 due to decreased hiring of new
drivers. Agents commissions and station costs decreased $2.1 million, or 5.1%, for the three months ended
March 31, 2005, compared to the same period in 2004. The decrease is primarily due to lower
terminal and call center wages and communication costs as a result of decreased ticket sales and
slightly lower passenger volumes. Marketing, advertising and traffic expenses increased $1.0 million, or 20.9% for the three months
ended March 31, 2005, compared to the same period in 2004. The increase is principally due to
managements decision to increase targeted advertising spending as compared to the prior year,
particularly in the markets impacted by the network restructuring to emphasize the improvements in
the convenience and speed of service as a result of the network changes. Insurance and safety costs decreased $0.1 million, or 0.6% for the three months ended March 31,
2005, compared to the same period in 2004. On a cost per mile basis, insurance costs increased
13.1%. The increase is mainly due to adverse development on a few large prior year claims and
inflationary increases in medical costs and wages. General and administrative expenses decreased $3.2 million, or 9.4%, for the three months ended
March 31, 2005, compared to the same period in 2004 due principally to lower pension expense and
decreased wages as a result of lower business volumes. Depreciation and amortization increased by $5.0 million, or 35.9%, for the three months ended March
31, 2005, compared to the same period in 2004. The increase is primarily due to a decrease in the
estimated average useful life and salvage value of certain older buses, resulting in $3.7 million
of additional cost during the quarter. Additionally, during the third quarter of 2004 the Company
revised its estimated life of buses from 18 to 15 years. Operating taxes and licenses expense decreased by $1.4 million or 9.6% for the three months ended
March 31, 2005, compared to the same period in 2004. The decrease is due to lower fuel taxes as a
result of the decline in miles operated and decreases in wage related taxes due to lower business
volumes. Operating rents decreased $1.6 million, or 8.3%, for the three months ended March 31, 2005,
compared to the same period in 2004, principally due to expirations of bus operating leases. Food services cost of goods sold decreased $0.3 million, or 4.6%, for the three months ended March
31, 2005, compared to the same period in 2004, primarily due to the decrease in food services
revenues. Other operating expenses were comparable to the same period in 2004. Interest expenses were comparable to the same period in 2004. Income tax expense for the three months ended March 31, 2005 increased $0.2 million representing
the tax expense related to subsidiaries that operate in separate return states. Minority interests for the three months ended March 31, 2005, reflects the minority partners share
of current year losses in the Companys Hispanic joint ventures and were comparable to the same
period in 2004. 14




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##### Table of Contents



Liquidity and Capital Resources The Company requires significant cash flows to finance capital expenditures, including bus
acquisitions and refurbishments, and to meet its debt service and other continuing obligations. As
of March 31, 2005, the Company had $202.7 million of outstanding debt, implicit debt equivalent to
$210.3 million for off-balance sheet bus operating leases and $60.9 million of outstanding letters
of credit (which principally support recorded claims liabilities). The Companys principal sources
of liquidity are expected to be cash flow from operations (which is net of cash charges for
interest expense and lease payments under the Companys bus operating leases), proceeds from
operating lease or other equipment financing for new bus purchases and borrowings under its
revolving credit facility. Generally new term financing (including bus operating lease financing)
must be obtained to support the Companys annual capital expenditure needs, particularly new bus
acquisitions. However, the Company is currently in the process of implementing its long-range plan
and, because of the bus mile reduction expected, plans to limit new bus acquisitions for the next
several years. Net cash provided by operating activities for the three months ended March 31, 2005 was $6.9
million, compared to $1.4 million in the prior year, an improvement during the current quarter of
$5.5 million. Net cash provided by operating activities contains two components, cash provided by
the Companys operating results (defined as the sum of net loss and non-cash expenses and gains
included in net loss) and cash provided by (or used for) changes in operating assets and
liabilities. The increase in cash provided by operating results in first quarter of 2005 is mainly
due to an increase in non-cash related costs for depreciation expense. Net cash used for investing
activities for the first quarter of 2005 was $15.4 million compared to $10.0 million during the
same period of 2004. During the first quarter of 2005 the Company had higher capital expenditures
than in the prior year principally due to purchases of buses at lease expiration. Net cash used
for financing activities in the first quarter of 2005 and 2004 was $0.7 million for the repayment
of debt. The Company is party to a revolving credit facility (the Revolving Credit Facility) that matures
on October 24, 2006. The Company may elect to extend the maturity date an additional year, to
October 24, 2007, provided that the Company meets certain terms and conditions. As of March 31,
2005, the Company had no outstanding borrowings under its Revolving Credit Facility, issued letters
of credit of $60.9 million and availability of $49.7 million. Under its various debt agreements, the Company is required to maintain a minimum cash flow to
interest expense ratio, maximum indebtedness to cash flow ratio and minimum cash flow, as well as
certain non-financial covenants. As of March 31, 2005, the Company was in compliance with all of
these covenants. Commitments and Contingencies Reference is made to Note 3  Pension Plans and Note 4  Contingencies of Notes to Interim
Consolidated Financial Statements in the Report for a description of the Companys material
contingencies. 15




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##### Table of Contents



Risks Associated with Forward-Looking Statements Included in this Form 10-Q Statements in this Form 10-Q that are not purely historical facts, including statements regarding
beliefs, expectations, intentions, projections or strategies for the future of Greyhound Lines,
Inc. and subsidiaries (the Company), may be ''forward-looking statements under the Private
Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from the plans, intentions and
expectations reflected in or suggested by the forward-looking statements. Such risks and
uncertainties include, among others, the general economic condition of the United States and the
future level of bus travel demand; the impact of future terrorist incidents; operational
disruptions as a result of bad weather; the Companys future yields; increased costs for security;
the cost and availability of excess insurance coverage and the Companys ability to retain
authority to self-insure; the impact of changes in fuel prices; the Companys ability to meet the
requirements of the Americans with Disabilities Act in October, 2006; the effect of future
Government regulations; potential pension plan funding requirements; changing credit markets; the
Companys ability to achieve its forecasted results; disruptions to the Companys operations as a
result of forced relocations of terminals or garages or loss of use of terminals or garages due to
condemnation or lease terminations; and other factors described from time to time in the Companys
publicly available Securities and Exchange Commission filings. The Company undertakes no
obligation to publicly update or revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this filing. 
 ITEM 4. CONTROLS AND PROCEDURES The Company maintains a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms. As of the end of the
period covered by this report, an evaluation was carried out under the supervision and with the
participation of the Companys management, including its Principal Executive Officer and Principal
Financial Officer, of the effectiveness of the Companys disclosure controls and procedures. Based
on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded
that the Companys disclosure controls and procedures are effective. There has not been any change in the Companys internal control over financial reporting that
occurred during the last quarter that has materially affected, or is reasonably likely to
materially affect, the Companys internal controls over financial reporting. 16




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##### Table of Contents



PART II. OTHER INFORMATION 
 ITEM 1. LEGAL PROCEEDINGS The Company is a defendant in various lawsuits arising in the ordinary course of business,
primarily cases involving personal injury and property damage claims and employment-related claims.
Although these lawsuits involve a variety of different facts and theories of recovery, the
majority arise from traffic accidents involving buses operated by the Company. The vast majority
of these claims are covered by insurance for amounts in excess of the deductible portion of the
policies. Management believes that there are no proceedings either threatened or pending against
the Company relating to such personal injury, property damage and employment-related claims that,
if resolved against the Company, would materially exceed the amounts recorded as estimated
liabilities by the Company. 
 ITEM 6. EXHIBITS (a) Exhibits31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 17




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##### Table of Contents



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 16, 2005 GREYHOUND LINES, INC.By:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and Treasurer ATLANTIC GREYHOUND LINES OF VIRGINIA, INC.By:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and Treasurer GLI HOLDING COMPANYBy:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and Treasurer GREYHOUND de MEXICO, S.A. de C.V.By:
    /s/ William J. GiesekerWilliam J. GiesekerExaminer SISTEMA INTERNACIONAL de TRANSPORTE de
AUTOBUSES, INC.By:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and
Treasurer TEXAS, NEW MEXICO & OKLAHOMA
COACHES, INC.By:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and Treasurer T.N.M. & O. TOURS, INC.By:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and
Treasurer VERMONT TRANSIT CO., INC.By:
    /s/ Cheryl W. FarmerCheryl W. FarmerSenior Vice President  Finance and
Treasurer 18