U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25 NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-18601
CUSPID NUMBER: 893691105
[X] FORM 10-K
For the Year Ended: December 31, 1999
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Nothing in this form shall be construed to imply that the Commission
has verified any information herein.
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If the notification relates to a portion of the filing checked above,
Identify the Item (s) to which the notification relates:
Part I - - Registrant Information
Transit Group, Inc.
2859 Paces Ferry Road, Suite 1740
Atlanta, GA 30339
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Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check Box if Appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report on Form 10-K or portion thereof
will be filed on or before the fifteenth calendar day
following the prescribed due date.
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
Part III--Narrative
State below in reasonable detail the reasons why Form 10-K could not be filled
within the prescribed period.
Form 10-K for 1999 for Transit Group, Inc. could not be filed within the
presented time limit because of the significant additional time required to
properly account for the eight acquisitions made by the Company during 1999.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Wayne N. Nellums (770) 444-0240
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(name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X} Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Exhibit A
Transit Group, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Philip A. Belyew
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Philip A. Belyew
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Exhibit A
Results of operations for fiscal 1999 differed significantly from those of 1998.
For the fiscal year, revenues increased from $177.6 million to $355.5 million
primarily as a result of eight companies acquired in 1999 plus full year results
for six companies acquired in 1998. Pretax profits also grew from $4.6 million
in 1998 to $6.1 million in 1999. In 1998 the Company recognized a $7.5 million
benefit for net operating loss carryforwards. As a result net income declined
from $11.7 million in 1998 to $4.4 million in 1999.
In May 1999 the Company issued $25 million of 9% Redeemable Preferred Stock. As
a result the Company had incurred dividends of $1.4 million in 1999. Income
available for common shareholders was $3.0 million in 1999 vs. $11.7 million in
1998.
Despite higher operating levels in 1999 compared to 1998, the company had a loss
in the fourth quarter of 1999. A major component of the Company's cost structure
is diesel fuel which has increased by approximately 37% in the fourth quarter of
1999 compared to the same period a year ago. The impact of fuel costs was
approximately $2.4 million on 1999 fourth quarter results. Additionally the
Company incurred higher than expected costs associated with consolidating its
three Louisville, Kentucky divisions and also incurred uninsured cargo losses of
approximately $.4 million. All of these factors resulted in a net loss for the
fourth quarter of 1999 of $2.2 million and a loss available to common
shareholders of $2.8 million.
