<PAGE>
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 29, 1996
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 0-23808
METROTRANS CORPORATION
(Exact name of Registrant as specified in its charter)
Georgia 58-1393777
(State of Incorporation) (I.R.S. Employer
Identification No.)
777 Greenbelt Parkway, Griffin, Georgia 30223
(Address of principal executive offices, including zip code)
(770) 229-5995
(Registrant's telephone number, including area code)
_______________
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 twelve 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 X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Class Outstanding at November 13, 1996
- ---------------------------- --------------------------------
Common Stock, $.01 Par Value 4,077,275 shares
<PAGE>
METROTRANS CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended September 29, 1996
Table of Contents
-----------------
<TABLE>
<CAPTION>
Item Page
Number PART I. FINANCIAL INFORMATION Number
- ------ ------
<S> <C> <C>
1 Financial Statements:
Balance Sheets as of September 29, 1996 and
December 31, 1995................................................ 3
Statements of Income for the three
and nine months ended September 29, 1996 and October 1, 1995..... 4
Statements of Cash Flows for the nine
months ended September 29, 1996 and October 1, 1995.............. 5
Notes to Financial Statements................................... 6
2 Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 8
PART II. OTHER INFORMATION
1 Legal Proceedings.............................................. 11
6 Exhibits and Reports on Form 8-K............................... 11
SIGNATURE...................................................... 12
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
METROTRANS CORPORATION
BALANCE SHEETS
(In Thousands, Except Share Amounts)
<TABLE>
<CAPTION>
September 29, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash......................................................................... $ 35 $ 23
Accounts receivable, net of allowance for doubtful
accounts of $309 and $260 in 1996 and 1995, respectively................... 9,713 8,878
Current portion of net investment in sales-type leases....................... 861 626
Inventories.................................................................. 15,699 12,771
Prepaid expenses and other................................................... 803 943
------- -------
Total current assets....................................................... 27,111 23,241
PROPERTY, PLANT AND EQUIPMENT, net............................................. 5,071 4,323
NET INVESTMENT IN SALES-TYPE LEASES............................................ 899 1,827
DEPOSITS AND OTHER............................................................. 338 276
------- -------
$33,419 $29,667
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Checks outstanding............................................................ $ 968 $ 1,025
Accounts payable and accrued expenses......................................... 6,323 5,061
Borrowings under line of credit............................................... 4,798 4,169
Current portion of long-term debt............................................. 1,156 1,168
Customer deposits............................................................. 599 604
------- -------
Total current liabilities................................................... 13,844 12,027
------- -------
LONG-TERM DEBT, net of current portion......................................... 2,734 3,727
------- -------
DEFERRED INCOME TAXES......................................................... 250 250
------- -------
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 10,000,000 shares authorized................. - -
Common stock, $.01 par value: 20,000,000 shares authorized,
4,077,275 and 4,076,275 shares issued and outstanding in
1996 and 1995, respectively................................................ 41 41
Additional paid in capital................................................... 10,465 10,457
Deferred compensation........................................................ (342) (420)
Retained earnings............................................................. 6,427 3,585
------- -------
16,591 13,663
------- -------
$33,419 $29,667
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE>
METROTRANS CORPORATION
STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 29, October 1, September 29, October 1,
1996 1995 1996 1995
------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
NET REVENUE $19,881 $15,531 $57,695 $47,021
COST OF SALES 15,482 12,304 46,089 37,755
------- ------- ------ ------
Gross Profit 4,399 3,227 11,606 9,266
SELLING, GENERAL and
ADMINISTRATIVE EXPENSES 2,440 1,835 6,458 5,375
------- ------- ------ ------
Operating Income 1,959 1,392 5,148 3,891
INTEREST EXPENSE, net 140 168 512 533
------- ------- ------ ------
INCOME BEFORE INCOME TAXES 1,819 1,224 4,636 3,358
INCOME TAX PROVISION 703 465 1,794 1,276
------- ------- ------ ------
NET INCOME $1,116 $759 $2,842 $2,082
====== ======= ====== ======
NET INCOME PER COMMON AND
COMMON EQUIVALENT
SHARE $ 0.27 $ 0.19 $ 0.69 $ 0.52
====== ====== ====== ======
WEIGHTED AVERAGE COMMON
AND COMMON EQUIVALENT
SHARES 4,115 4,007 4,102 3,998
====== ====== ====== =====
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
METROTRANS CORPORATION
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------
September 29, October 1,
1996 1995
------------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,842 $ 2,082
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 449 721
Compensation under restricted stock award 79 79
Changes in assets and liabilities:
Accounts receivable (835) (864)
Inventories (2,928) 1,124
Other assets 78 70
Checks outstanding (57) 112
Accounts payable and accrued expenses 1,262 1,242
Customer deposits (5) 55
------- -------
Total adjustments (1,957) 2,539
------- -------
Net cash provided by operating activities 885 4,621
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,120) (456)
Net decrease (increase) in property held for lease (312) 140
Net decrease (increase) in investment in sales-
type leases 928 (143)
------- -------
Net cash (used in) investing activities (504) (459)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under line of credit 629 (3,492)
Net (decrease) in collateralized borrowings (12) (400)
Payments of long-term debt (993) (207)
Net proceeds from exercise of stock options 7 0
------- -------
Cash repayments from majority stockholders 0 891
------- -------
Net cash (used in) financing activities (369) (3,208)
------- -------
INCREASE IN CASH 12 954
CASH AT BEGINNING OF PERIOD 23 89
------- -------
CASH AT END OF PERIOD $ 35 $ 1,043
======= =======
CASH PAID FOR INTEREST $ 463 $ 543
======= =======
CASH PAID FOR TAXES $ 1,054 $ 1,116
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
METROTRANS CORPORATION
Notes to Consolidated Financial Statements
September 29, 1996
(Unaudited)
1. Basis of Presentation
---------------------
The financial statements include the accounts of Metrotrans Corporation
(the "Company"). During the quarter ended March 31, 1996 all wholly owned
subsidiaries of the Company, including Spalding Molded Products, Inc.,
Metrotrans Overseas, Inc., and Eurotrans Corp. were merged with and into the
Company. The financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and,
therefore, omit certain information and footnotes required by generally accepted
accounting principles for complete financial statements. Accordingly, these
statements should be read in conjunction with the Company's audited financial
statements included in its Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.
In the opinion of Management, the financial statements contain all
adjustments necessary for a fair presentation of the financial position, results
of operations and cash flows for the periods presented. The adjustments were of
a normal recurring nature. Certain reclassifications of 1995 income statement
captions have been made to conform with the 1996 presentation. Results presented
for the three-month and nine-month periods ended September 29, 1996 are not
necessarily indicative of results that may be expected for the full fiscal year.
2. Inventories
-----------
Inventories consist of (in thousands):
<TABLE>
<CAPTION>
September 29, December 31,
1996 1995
---- ----
<S> <C> <C>
Chassis awaiting conversion $1,915 $341
Raw materials 4,128 3,245
Work in process 2,119 1,581
Finished goods 3,449 3,033
Used vehicles 4,088 4,571
------- -------
$15,699 $12,771
======= =======
</TABLE>
6
<PAGE>
3. Commitments and Contingencies
The Company enters into various leasing arrangements with customers and
leasing companies. Certain leases contingently obligate the Company to indemnify
the leasing company for any losses it incurs up to a specified amount on the
lease in the event the lessee defaults. In addition, the Company enters into
agreements with a financial institution whereby the Company guarantees varying
amounts of customers' purchase debt obligations. The Company's obligation under
these guarantees becomes effective in the case of default in payments or certain
other defined conditions. The Company's aggregate potential liability under
these arrangements as of September 29, 1996 and December 31, 1995 was $8.9
million and $7.4 million, respectively. However, no significant payments have
been required under these arrangements as of September 29, 1996.
The Company is involved in certain legal matters primarily arising in the
normal course of business. In the opinion of management, the Company's ultimate
liability under any of these matters will not have a material adverse effect on
its financial condition or results of operations.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company was incorporated in 1982 and focused its efforts on marketing
buses manufactured by other companies until 1986. The Classic(R), introduced in
1986, was the first product manufactured by the Company and has experienced
continuous growth in unit sales and revenues since that time. The Company's
product development strategy is to design and introduce new products after
clearly identifying a market need based, in large part, on suggestions made by
existing and potential customers. This approach resulted in the Eurotrans(R) in
1990, the Eurotrans XLT(R) and the Classic II(R) in 1992, the Classic
Commuter(R) in 1993 and the Legacy(R) in 1996.
Results of Operations
The following table sets forth, as a percentage of total revenue, the
relationship of selected items included in the Company's income statement for
the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September October September October
29, 1996 1, 1995 29, 1996 1, 1995
--------- ------- --------- -------
<S> <C> <C> <C> <C>
Net revenue 100.0% 100.0% 100.0% 100.0%
Cost of sales 77.9 79.2 79.9 80.3
----- ----- ----- -----
Gross profit 22.1 20.8 20.1 19.7
Selling, general and
administrative expense 12.3 11.8 11.2 11.4
----- ----- ----- -----
Operating income 9.8 9.0 8.9 8.3
Interest expense .7 1.1 .9 1.2
----- ----- ----- -----
Income before income taxes 9.1 7.9 8.0 7.1
Income tax provision 3.5 3.0 3.1 2.7
----- ----- ----- -----
Net income 5.6% 4.9% 4.9% 4.4%
===== ===== ===== =====
</TABLE>
Net Revenue. Net revenue increased 28.0% to $19.9 million for the three
months ended September 29, 1996 from $15.5 million for the comparable prior year
quarter while net revenue of $57.7 million for the first nine months of 1996
rose 22.7% over the same period in 1995 of $47.0 million. The third quarter
revenue growth resulted from consistent growth in Classic unit volume, growth in
unit volume of Eurotrans over an unusually low level in the third quarter of
1995, unit volume of newly-introduced Legacy units, and improved average revenue
per unit for
8
<PAGE>
each of the product lines. Revenue growth for the nine months ended
September 29, 1996 over the same prior year period was primarily a result of the
increase in Classic unit sales and the introduction of the Legacy.
Total unit sales and average revenue per unit for the three and nine
month periods ended September 29, 1996 and October 1, 1995, respectively, were:
<TABLE>
<CAPTION>
Period Ended Period Ended
September 29, 1996 October 1, 1995
------------------ ---------------
Average Average
Revenue Revenue
Units Per Unit Units Per Unit
----- -------- ----- --------
<S> <C> <C> <C> <C>
Three month period:
Classic 293 $ 50,000 263 $ 49,000
Eurotrans 17 $175,000 5 $172,000
Legacy 5 $ 84,000 - $ -
Nine month period:
Classic 933 $ 48,000 769 $ 47,000
Eurotrans 47 $156,000 51 $134,000
Legacy 5 $ 84,000 - $ -
</TABLE>
Production backlog at September 29, 1996 was approximately $24 million
compared with $18 million at the end of the third quarter of 1995. Sales of used
buses, acquired by the Company from trade-ins and lease maturities, in 1996's
third quarter of $1.1 million were approximately at the same level as in the
prior year's third quarter. Used bus sales for the nine months ended September
29, 1996 were $4.0 million, an increase of 41.2% over the same period in the
prior year. Used bus sales volume is, in part, dependent on the capacity
available to perform refurbishment on the units prior to sale. The Company is
developing a separate facility to continue to increase its used coach
refurbishment capacity which is expected to be completed in the fourth quarter
of 1996.
Cost of Sales and Gross Profit. Gross profit increased 36.3% to $4.4
million in the third quarter of 1996 from $3.8 million in the third quarter of
1995. For the first nine months of 1996, gross profit was up 25.3% to $11.6
million over $9.3 million for the same period in 1995. Gross profit as a percent
of net revenue improved to 22.1% during this year's third quarter versus 20.8%
in the quarter a year ago. Gross profit as a percent of net revenue for the nine
months ended September 29, 1996 was 20.1% up from 19.7% during the same quarter
a year ago. The improved gross margin in this year's third quarter resulted in
part from a greater sales mix of larger, high-priced Classics and Eurotrans than
is normally the case.
Selling, General and Administrative Expenses and Operating Income.
Operating income rose 33.0% in the third quarter of 1996 over the same period in
1995 and, for the nine month period, has increased 32.3% from 1995 to 1996.
Operating income, as a percent of net revenue, improved to 9.8% in the third
quarter of 1996 from 9.0% in the same prior year period.
9
<PAGE>
Selling, general and administrative expenses ("SG&A"), however, rose as a
percent of net revenue to 12.3% of net revenue from 11.8% in 1995's third
quarter. The third quarter of 1996 increase in SG&A to $2.4 million from $2.1
million a year ago results, in part, from expenditures made in connection with
the addition of a Vice President of Sales and Marketing position during the
quarter and an increase in the Company's marketing and advertising effort.
Liquidity and Capital Resources
Net cash provided from operations during the first nine months of 1996
totaled $885,000 compared to $4.6 million provided in the same period in 1995.
An increase in inventory levels in 1996 related to increasing the fleet of
demonstrator units available to the Company's store locations and the materials
inventory required to supply the new Legacy production line were the most
significant factors in the lower level of cash provided from operations in 1996
versus 1995. Anticipated capital expenditures and increases in working capital
are expected to be financed through internally generated funds and through the
Company's line of credit. At September 29, 1996, the Company had approximately
$4.8 million of borrowings outstanding against the $8,000,000 credit facility.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in certain legal matters primarily arising in
the normal course of business. In the opinion of management, the
Company's ultimate liability under any of these matters will not have a
material adverse effect on its financial condition or results of
operations.
Item 6. Exhibits and Reports on Form 8-K
(a) No exhibits are filed with this report.
(b) No Current Reports on Form 8-K were filed by Company during the quarter
ended September 29, 1996
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
METROTRANS CORPORATION
(Registrant)
Date: November 13, 1996 /s/ Richard M. Bruno
--------------------
Richard M. Bruno
Chief Financial and Accounting Officer
Duly Authorized Officer
12
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-96
<PERIOD-START> JAN-01-96
<PERIOD-END> SEP-29-96
<CASH> 35
<SECURITIES> 0
<RECEIVABLES> 10,022
<ALLOWANCES> 309
<INVENTORY> 15,699
<CURRENT-ASSETS> 27,111
<PP&E> 8,281
<DEPRECIATION> 3,210
<TOTAL-ASSETS> 33,419
<CURRENT-LIABILITIES> 13,844
<BONDS> 0
0
0
<COMMON> 41
<OTHER-SE> 16,550
<TOTAL-LIABILITY-AND-EQUITY> 33,419
<SALES> 0
<TOTAL-REVENUES> 57,695
<CGS> 46,089
<TOTAL-COSTS> 6,458
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 512
<INCOME-PRETAX> 4,636
<INCOME-TAX> 1,794
<INCOME-CONTINUING> 2,842
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,842
<EPS-PRIMARY> .69
<EPS-DILUTED> 0
</TABLE>
