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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2003
XANSER CORPORATION
(Exact name of registrant as specified in charter)
Delaware 001-05083 74-1191271
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2435 North Central Expressway
Richardson, Texas 75080
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 699-4000
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Item 7. Financial Statements and Exhibits.
Exhibit.
99.1 Press Release dated May 9, 2003.
Item 9. Regulation FD Disclosure
A press release issued by Xanser Corporation on May 9, 2003 regarding
financial results for the three months ended March 31, 2003 is attached hereto
as Exhibit 99.1, and excluding the final paragraph thereof, is incorporated
herein by reference. This information, excluding the final paragraph thereof, is
being furnished pursuant to Item 12 - Results of Operations and Financial
Condition, of Form 8-K in accordance with Release No. 33-8216 issued by the
Securities and Exchange Commission ("SEC") and is being presented under Item 9
of Form 8-K in accordance with interim guidance issued by the SEC on March 27,
2003. This information is not deemed to be "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934 and is not incorporated by reference
into any Securities Act registration statements.
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 hereunto duly authorized.
XANSER CORPORATION
Dated May 12, 2003 //s//
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Howard C. Wadsworth
Vice President, Treasurer and Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE For more information, contact:
Investor Relations
(972) 699-4055
Email: investor@xanser.com
XANSER CORPORATION ANNOUNCES FIRST QUARTER RESULTS
Highlights:
o Revenues increased 14% to $32.2 million for the quarter
o Net income of $143,000 represents significant progress toward goals
DALLAS, TEXAS (May 9, 2003) - Xanser Corporation (NYSE: XNR) today reported
results for the quarter ended March 31, 2003. Revenues for the quarter were
$32.2 million, compared with $28.2 million in the first quarter 2002. Xanser
reported income before cumulative effect of change in accounting principle of
$143,000, which compares with a first quarter 2002 loss of $(914,000) (see
Supplemental Information in the attached table).
"I am very pleased to report Xanser's progress in the first quarter," said
John R. Barnes, chairman, president and CEO of Xanser Corporation. "Our results
are significantly improved over the comparable quarter last year. More
importantly, the first quarter results demonstrate that we are on track in our
strategy to build Xanser for the future. We made substantial and planned
investments throughout the past year, in order to position this company for
significant growth over the long term. In the first quarter, we began to see the
return on those investments. We look forward to continued progress and to
delivering the benefits of our growth to our shareholders."
BUSINESS SEGMENT REVIEW
Information Technology Services - Xtria
Revenues in the Company's information technology services business, Xtria,
were $9.2 million for the quarter ended March 31, 2003, compared with $7.7
million in the first quarter 2002. Xtria's operating loss was reduced by more
than half, to $(308,000) in the first quarter, compared with $(664,000) in the
same period last year.
The Company's focus in Xtria is to become a major player in the technology
services sector for the healthcare and insurance markets. Throughout 2002, the
Company undertook intensive efforts to build infrastructure, capabilities and
enterprise solution sets for these markets. Xtria developed and is marketing a
unique solution set for healthcare that targets compliance, training and
security. Xtria is also developing a new solution set for the insurance
industry. The first product in this suite is complete and is now being actively
marketed. These new solution sets complement and expand Xtria's technology
services offerings for these markets.
Xtria is a provider of business solutions and information technology
services. Xtria serves organizations in the healthcare, finance and insurance
industries, and agencies of the federal and state government. Xtria's solutions
and services enable clients to operate at greater efficiencies by more
effectively managing risk, enhancing data security, ensuring information privacy
and related accreditation and regulatory compliance. Solutions are built on
Xtria's deep experience in vertical business segments, application integration
and high-end infrastructure design.
Technical Services - Furmanite
Revenues in technical services were $23.0 million in the first quarter
2003, compared with $20.5 million in the prior year period. Operating income
from the Company's technical services business, Furmanite, was $1.3 million in
the first quarter 2003, compared to $213,000 in the first quarter last year.
The Company's focus in Furmanite's core operations is to maximize margins
while growing market share. At the same time, Furmanite is exploring new
services, based on new technologies, that can benefit its core customers and new
market segments. Furmanite's business is the protection and management of its
customers' critical assets, and the Company's technical and technological
capabilities help to assure that customers' critical assets are on line and
performing for maximum profit.
Furmanite is one of the world's largest specialty technical services
companies. For 65 years, Furmanite has achieved the most recognized and
respected brand in technical services worldwide. Today, with more than 40
offices on five continents, Furmanite is a global provider of technology-based
and technical solutions to international industries. Furmanite's customers
encompass every element in the energy and power supply chain - from offshore and
land-based drilling operations, to pipelines, refineries and power generation
facilities. Its customers also include steel mills, automotive manufacturers,
pulp and paper mills, food and beverage processing plants, semi-conductor
manufacturers and pharmaceutical manufacturers. Across this diverse, global
customer base, Furmanite delivers a broad portfolio of engineering solutions
that keep facilities operating, minimizing downtime and maximizing
profitability. Furmanite, known as The Solutions Group, holds more than 200
international patents and trademarks for its customized products and services,
and is a recognized market leader in technical services.
ABOUT XANSER CORPORATION
Xanser Corporation (NYSE: XNR) provides technology-based and technical
services worldwide. Xanser's operations deliver business knowledge and solutions
to customers. Headquartered in Dallas, Texas, Xanser Corporation's operations
consist of an information technology services company and an international
technical services firm. Xtria is a provider of business solutions and
information technology services. Xtria serves organizations in the healthcare,
finance and insurance industries, and agencies of the federal and state
government. Xtria's solutions and services enable clients to operate at greater
efficiencies by more effectively managing risk, enhancing data security,
ensuring information privacy and related accreditation and regulatory
compliance. Solutions are built on Xtria's deep experience in vertical business
segments, application integration and high-end infrastructure design. Furmanite,
one of the world's largest specialty technical services companies, delivers a
broad portfolio of engineering solutions that keep facilities operating,
minimizing downtime and maximizing profitability. Furmanite's diverse, global
customer base includes offshore and land-based drilling operations, pipelines,
refineries and power generation facilities, steel mills, automotive
manufacturers, pulp and paper mills, food and beverage processing plants,
semi-conductor manufacturers and pharmaceutical manufacturers. Furmanite
operates more than 40 offices on five continents. For more information, visit
www.xanser.com.
Certain of the Company's statements in this press release are not purely
historical, and as such are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These include statements
regarding management's intentions, plans, beliefs, expectations or projections
of the future. Forward-looking statements involve risks and uncertainties,
including without limitation, the various risks inherent in the Company's
business, and other risks and uncertainties detailed from time to time in the
Company's periodic reports filed with the Securities and Exchange Commission.
One or more of these factors have affected, and could in the future affect, the
Company's business and financial results in future periods, and could cause
actual results to differ materially from plans and projections. There can be no
assurance that the forward-looking statements made in this document will prove
to be accurate, and issuance of such forward-looking statements should not be
regarded as a representation by the Company, or any other person, that the
objectives and plans of the Company will be achieved. All forward-looking
statements made in this press release are based on information presently
available to management, and the Company assumes no obligation to update any
forward-looking statements.
XANSER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
(Unaudited)
Three Months
Ended March 31,
-----------------------------------
2003 2002
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Revenues:
Services $ 28,861 $ 26,873
Products 3,363 1,295
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Total revenues 32,224 28,168
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Costs and expenses:
Operating costs 27,390 26,504
Cost of products sold 2,707 1,231
Depreciation and amortization 1,094 884
General and administrative 807 945
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Total costs and expenses 31,998 29,564
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Operating income (loss) 226 (1,396)
Interest and other income, net 90 137
Interest expense (359) (510)
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Income (loss) before income taxes and cumulative effect of
change in accounting principle (43) (1,769)
Income tax benefit 186 855
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Income (loss) before cumulative effect of change in
accounting principle 143 (914)
Cumulative effect of change in accounting principle - adoption of
new accounting standard for goodwill, net of income taxes - (45,269)
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Net income (loss) $ 143 $ (46,183)
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Earnings (loss) per common share - Basic and diluted:
Before cumulative effect of change in accounting principle $ - $ (0.03)
Cumulative effect of change in accounting principle - (1.36)
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$ - $ (1.39)
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XANSER CORPORATION
SUPPLEMENTAL INFORMATION
(Unaudited)
Three Months
Ended March 31,
-----------------------------------
2003 2002
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Revenues:
Technical services $ 23,008 $ 20,469
Information technology services 9,216 7,699
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$ 32,224 $ 28,168
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Operating income (loss):
Technical services $ 1,341 $ 213
Information technology services (308) (664)
General and administrative expenses (807) (945)
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$ 226 $ (1,396)
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