<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 March 30, 1997
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 May 12, 1997
- -------------------- ---------------------------
Common Stock, $.01 Par Value 4,077,419 shares
Page 1 of 12
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METROTRANS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 30, 1997
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
ITEM PAGE
NUMBER PART I. FINANCIAL INFORMATION NUMBER
------ ------
<S> <C> <C>
1 Financial Statements:
Balance Sheets as of March 30, 1997 and
December 31, 1996........................................... 3
Statements of Income for the three months
ended March 30, 1997 and March 31, 1996..................... 4
Statements of Cash Flows for the three months ended
March 30, 1997 and March 31, 1996........................... 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
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PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
METROTRANS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 30, DECEMBER 31,
1997 1996
----------- ---------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash......................................................... $ 54 $ 22
Accounts receivable, net of allowance
for doubtful accounts of $204 and $282 in 1997
and 1996, respectively.................................... 7,936 10,109
Current portion of net investment in
sales-type leases........................................... 896 810
Inventories.................................................. 18,970 17,903
Prepaid expenses and other................................... 936 784
------- -------
Total current assets....................................... 28,792 29,628
PROPERTY, PLANT AND EQUIPMENT, NET............................. 5,726 5,447
NET INVESTMENT IN SALES-TYPE LEASES............................ 907 1,098
DEPOSITS AND OTHER............................................. 450 391
------- -------
$35,875 $36,564
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses........................ $ 6,849 $ 7,139
Borrowings under line of credit.............................. 7,051 7,297
Current portion of long-term debt............................ 1,211 1,132
Customer deposits............................................ 906 552
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Total current liabilities................................ 16,017 16,120
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LONG-TERM DEBT, NET OF CURRENT PORTION......................... 2,481 2,719
------- -------
DEFERRED INCOME TAXES.......................................... 629 629
------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 10,000,000 shares authorized.. - -
Common stock, $.01 par value: 20,000,000 shares authorized,
4,077,383 and 4,076,275 shares issued and outstanding in
1997 and 1996, respectively................................ 41 41
Additional paid-in capital................................... 10,466 10,466
Deferred compensation........................................ (289) (315)
Retained earnings............................................ 6,530 6,904
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16,748 17,096
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$35,875 $36,564
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
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METROTRANS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MARCH 30, MARCH 31,
1997 1996
-------------------------
<S> <C> <C>
NET REVENUE $ 15,016 $17,200
COST OF SALES 13,328 14,144
----------- ---------
Gross Profit 1,688 3,056
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,881 1,770
----------- ---------
Operating (Loss) Income (193) 1,286
INTEREST EXPENSE, NET 423 186
----------- ---------
(LOSS) INCOME BEFORE INCOME TAXES (616) 1,100
INCOME TAX (BENEFIT) PROVISION (242) 426
----------- ---------
NET (LOSS) INCOME $ (374) $ 674
=========== =========
NET (LOSS) INCOME PER COMMON AND
COMMON EQUIVALENT SHARE $ (0.09) $ 0.17
=========== =========
WEIGHTED AVERAGE COMMON
AND COMMON EQUIVALENT
SHARES 4,104 4,068
=========== =========
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
4
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METROTRANS CORPORATION
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
MARCH 30, MARCH 31,
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (374) $ 674
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 109 141
Compensation under restricted stock award 26 26
Changes in assets and liabilities:
Accounts receivable 2,173 2,368
Inventories (1,067) (1,565)
Other assets (211) (46)
Checks outstanding (176) 21
Accounts payable and accrued expenses (114) 716
Customer deposits 354 (238)
----------- -----------
Total adjustments 1,094 1,423
----------- -----------
Net cash provided by operating activities 720 2,097
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (302) (282)
Net (increase) in property held for lease (86) (65)
Net decrease in investment in sales-type leases 105 149
----------- -----------
Net cash (used in) investing activities (283) (198)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) under line of credit (246) (1,642)
Net increase (decrease) in collateralized borrowings 79 (96)
Payments of long-term debt (238) (141)
----------- -----------
Net cash (used in) financing activities (405) (1,879)
----------- -----------
INCREASE IN CASH 32 20
CASH AT BEGINNING OF PERIOD 22 23
----------- -----------
CASH AT END OF PERIOD $ 54 $ 43
=========== ===========
CASH PAID FOR INTEREST $ 350 $ 150
=========== ===========
CASH PAID FOR TAXES $ - $ 440
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
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METROTRANS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 30, 1997
(UNAUDITED)
1. Basis of Presentation
---------------------
The financial statements include the accounts of Metrotrans Corporation
(the "Company"). During the quarter ended March 30, 1997, the Company
incorporated BUS PRO, INC. as a wholly-owned subsidiary within which it conducts
its used coach refurbishment and resale operations. 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, 1996 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 1996 income statement
captions have been made to conform with the 1997 presentation. Interim quarterly
periods within each fiscal year end on the Sunday following each thirteenth week
of operations. Results presented for the three-month period ended March 30, 1997
are not necessarily indicative of results that may be expected for the full
fiscal year.
2. Inventories
-----------
Inventories consist of (in thousands):
<TABLE>
<CAPTION>
March 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Chassis awaiting conversion $ 2,539 $ 3,044
Raw materials 4,524 4,482
Work in process 3,669 2,328
Finished goods 2,984 2,758
Used vehicles 5,254 5,291
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$18,970 $17,903
======= =======
</TABLE>
6
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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 March 30, 1997 and December 31, 1996 was $9.3 million
and $8.9 million, respectively.
In January 1997, the Company was notified of a lessee default on ten buses,
aggregating $1,900,000, of which the Company's guarantee to the financial
institution was $456,000. The Company expects to sell the buses to third parties
at amounts approximating the debt obligations. Accordingly, in the opinion of
management, the Company's obligation under the default will not have a material
adverse impact on the Company's financial condition or results of operations.
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
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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
significant 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 statements for
the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
--------------------
March March
30, 1997 31, 1996
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<S> <C> <C>
Net revenue 100.0% 100.0%
Cost of sales 88.8 82.2
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Gross profit 11.2 17.8
Selling, general and
administrative expense 12.5 10.3
--------- --------------
Operating (loss) income (1.3) 7.5
Interest expense 2.8 1.1
--------- --------------
(Loss) income before income taxes (4.1) 6.4
Income tax (benefit) provision (1.6) 2.5
--------- --------------
Net (loss) income (2.5)% 3.9%
========= ==============
</TABLE>
NET REVENUE. Net revenue decreased 12.7% to $15.0 million for the three
months ended March 30, 1997 from $17.2 million for the comparable prior year
quarter. The first quarter revenue decline resulted primarily from a decrease
in the unit production of Classic and Legacy models compared with prior
quarters. Production and sale of Eurotrans units remained strong for the
quarter. Efforts applied to increasing production levels of rear-engine units
(the Eurotrans and Legacy models) during the last two quarters diverted
management, supervisory and work
8
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force resources from the Classic production line with a resulting lower Classic
output for the quarter.
A separate production line was organized for the Legacy model beginning in
late February and began producing finished units in the second quarter. This
Legacy line was located in an area of the plant vacated by the used coach
operations in January in connection with a move of those operations to a newly-
constructed facility.
The Company has experienced in past quarters a trend toward much of the
quarter's production being finalized late in the quarter with a resulting
reduction in production efficiency and increase in such manufacturing costs as
overtime, scrap and rework. In an effort to improve production flow and
efficiency in future periods, the Company did not complete the production of
approximately 30 units which remained substantially completed in work in process
at quarter-end. Had additional manufacturing costs been incurred in the final
month of the quarter, these units could have been completed for shipment by
quarter-end and contributed to increased revenue but at a significantly higher
per-unit cost and without the assurance of the Company's required level of
quality.
Total unit sales and average revenue per unit for the three- month period
ended March 30, 1997 and March 31, 1996, respectively, were:
<TABLE>
<CAPTION>
Period Ended Period Ended
March 30, 1997 March 31, 1996
-------------- --------------
Average Average
Revenue Revenue
Units Per Unit Units Per Unit
----- -------- -------- --------
<S> <C> <C> <C> <C>
Classic 194 $ 51,000 320 $ 47,000
Eurotrans 26 $129,000 8 $152,000
Legacy 2 $ 73,000 - $ -
--- ---
222 328
=== ===
</TABLE>
Production backlog at March 30, 1997 was approximately $21 million compared
with $24 million at March 31, 1996. Sales of used buses by BUS PRO, INC.,
acquired by the Company from trade-ins and lease maturities, in 1997's first
quarter of $1.2 million increased 66.6% over sales in the prior year's first
quarter. However, first quarter sales were below sales of $2.0 million in the
fourth quarter of 1996 as a result of the relocation of its entire operations
during the first half of the first quarter into its newly-constructed sales,
refurbishment and service facility
COST OF SALES AND GROSS PROFIT. Gross profit decreased 44.8% to $1.7
million in the first quarter of 1997 from $3.1 million in the first quarter of
1996. Gross profit as a percent of net revenue declined to 11.2% during this
year's first quarter versus 17.8% in the quarter a year ago.
During the quarter, the Company instituted certain cost control measures
with its outside paint vendor, curtailed the utilization of contract labor for
certain processes, and eliminated some manufacturing employees in connection
with improving the effectiveness of certain processes.
9
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While the Company took these and other steps during the first quarter to reduce
certain manufacturing costs that became a factor in the fourth quarter, their
full effect was not felt in the first quarter. The reduced gross margin in this
year's first quarter was primarily due to the decline in net revenues at a
sharper rate than the rate of reduction in manufacturing costs. The gross margin
was also impacted by the lower-than-average revenue per unit experienced on
Eurotrans sales during the quarter which resulted, in part, from the delivery of
the final units of a lower-margin municipal transit bus contract.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND OPERATING INCOME. The
Company incurred an operating loss in the first quarter of 1997 of $193,000
versus operating income of $1.3 million during the same period in 1996. The
operating loss, as a percent of net revenue, of (1.3)% in the first quarter of
1997 compared with an operating income percentage of 7.5% in the same prior year
period. Selling, general and administrative expenses ("SG&A") rose 6.3% from
$1.8 million to $1.9 million between the two first-quarter periods.
INTEREST EXPENSE. Interest expense of $423,000 in the first quarter of
1997 increased 127.4% over $186,000 for the prior year's comparable quarter. The
increase primarily resulted from an increase in the average borrowing
outstanding under the Company's line of credit and an increase in the amount of
interest paid to Ford Motor Credit Corporation for chassis held under its pool
agreement that had exceeded the 90-day noninterest-bearing period. The increase
in interest expense resulted to a lesser extent from an increase in the average
rate of interest incurred under both the line of credit and the FMCC pool
arrangement.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided from operations during the first three months of 1997
totaled $720,000 compared to $2.1 million provided in the same period in 1996.
Funds provided by a reduction in accounts receivable of $2.2 million were
partially offset by the $374,000 net loss for the quarter and an increase in
work-in-process inventory.
Anticipated capital expenditures and increases in working capital required
for current operations are expected to be financed through internally generated
funds and through the Company's line of credit. At March 30, 1997, the Company
had approximately $7.1 million of borrowings outstanding against the $10,000,000
credit facility.
10
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company, from time to time is a party to legal proceedings arising out
of and incidental to the operations of the Company. On November 22, 1995
Triangle Transit Authority ("Triangle") filed a Complaint against the Company in
the United States District Court for the Middle District of North Carolina,
Greensboro Division. Research Triangle Regional Public Transportation Authority
----------------------------------------------------------
(dba Triangle Transit Authority) v. Metrotrans Corporation, Civil Action No.
- ----------------------------------------------------------
1:95CV00903 alleges that Triangle purchased twenty Classic model buses from the
Company in 1993 and alleges that those buses are defective. The Plaintiff also
alleges that Metrotrans has committed an unfair trade practice by failing to
cure the alleged defects in a timely fashion. While Triangle has continuously
used the buses in its transit system for almost four years and anticipates using
those buses at least one additional year, it claims the right to recover
virtually the entire purchase price of the twenty buses or $1.2 million as well
as treble damages based upon its claim of unfair trade practice. Although
discovery in the case has not been completed, Metrotrans has filed a Motion for
Summary Judgement on February 28, 1997 seeking dismissal of the unfair trade
practice claim and eliminating a substantial portion of the claim of Triangle
for compensatory damages. Triangle has not yet filed its Response to the Motion
for Summary Judgement.
The Company is involved in certain other 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 March 30, 1997
11
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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: May 13, 1997 /s/ Richard M. Bruno
---------------------------------
Richard M. Bruno
Chief Financial and Accounting Officer
Duly Authorized Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-30-1997
<CASH> 54
<SECURITIES> 0
<RECEIVABLES> 7,936
<ALLOWANCES> 204
<INVENTORY> 18,970
<CURRENT-ASSETS> 28,792
<PP&E> 9,264
<DEPRECIATION> 3,538
<TOTAL-ASSETS> 35,875
<CURRENT-LIABILITIES> 16,017
<BONDS> 0
0
0
<COMMON> 41
<OTHER-SE> 16,707
<TOTAL-LIABILITY-AND-EQUITY> 35,875
<SALES> 0
<TOTAL-REVENUES> 15,016
<CGS> 13,328
<TOTAL-COSTS> 2,304
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 423
<INCOME-PRETAX> (616)
<INCOME-TAX> (242)
<INCOME-CONTINUING> (374)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (374)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
</TABLE>
