<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 June 29, 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 August 7, 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 JUNE 29, 1997
Table of Contents
-----------------
ITEM PAGE
NUMBER PART I. FINANCIAL INFORMATION NUMBER
- ------ ------
1 Financial Statements:
Consolidated Balance Sheets as of June 29, 1997 and
December 31, 1996.......................................... 3
Consolidated Statements of Income for the three and six
months ended June 29, 1997 and June 30, 1996............... 4
Consolidated Statements of Cash Flows for the six months
ended June 29, 1997 and June 30, 1996...................... 5
Notes to Consolidated 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
4 Submission of Matters to a Vote of Security Holders........ 12
6 Exhibits and Reports on Form 8-K........................... 12
SIGNATURE.................................................. 13
2
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PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
METROTRANS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS
JUNE 29, DECEMBER 31,
1997 1996
-------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash........................................................................ $ 41 $ 22
Accounts receivable, net of allowance for doubtful
Accounts of $156 and $282 in 1997 and 1996, respectively................... 10,880 10,109
Current portion of net investment in sales-type leases...................... 713 810
Inventories................................................................. 18,932 17,903
Prepaid expenses and other.................................................. 929 784
------- -------
Total current assets....................................................... 31,495 29,628
PROPERTY, PLANT AND EQUIPMENT, net........................................... 5,826 5,447
NET INVESTMENT IN SALES-TYPE LEASES.......................................... 845 1,098
DEPOSITS AND OTHER........................................................... 421 391
------- -------
$38,587 $36,564
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses....................................... $10,193 $ 7,139
Borrowings under line of credit............................................. 6,318 7,297
Current portion of long-term debt........................................... 873 1,132
Customer deposits........................................................... 640 552
------- -------
Total current liabilities.................................................. 18,024 16,120
------- -------
LONG-TERM DEBT, net of current portion....................................... 2,425 2,719
------- -------
DEFERRED INCOME TAXES........................................................ 629 629
------- -------
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 10,000,000 shares authorized................. 0 0
Common stock, $.01 par value; 20,000,000 shares
authorized, 4,077,419 and 4,076,275 shares issued and out-
standing in 1997 and 1996, respectively ................................... 41 41
Additional paid-in capital.................................................. 10,466 10,466
Deferred compensation....................................................... (263) (315)
Retained earnings........................................................... 7,265 6,904
------- -------
17,509 17,096
------- -------
$38,587 $36,564
======= =======
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE>
METROTRANS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------- ------------------------------
JUNE 29, JUNE 30, JUNE 29, JUNE 30,
1997 1996 1997 1996
-------- ---------- -------- --------
<S> <C> <C> <C> <C>
NET REVENUE $21,969 $20,614 $36,985 $37,814
COST OF SALES 17,541 16,463 30,869 30,618
------- ------- ------- -------
Gross Profit 4,428 4,151 6,116 7,196
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 2,849 2,248 4,730 4,007
------- ------- ------- -------
Operating Income 1,579 1,903 1,386 3,189
INTEREST EXPENSE, net 370 186 792 372
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 1,209 1,717 594 2,817
INCOME TAX PROVISION 474 665 233 1,090
------- ------- ------- -------
NET INCOME $ 735 $ 1,052 $ 361 $ 1,727
======= ======= ======= =======
NET INCOME PER COMMON AND
COMMON EQUIVALENT
SHARE $ 0.18 $ 0.26 $ 0.09 $ 0.42
======= ======= ======= =======
WEIGHTED AVERAGE COMMON
AND COMMON EQUIVALENT
SHARES 4,109 4,117 4,107 4,083
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
METROTRANS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------------
JUNE 29, JUNE 30,
1997 1996
------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 361 $ 1,727
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 309 300
Compensation under restricted stock award 52 53
Changes in assets and liabilities:
Accounts receivable (771) 2,342
Inventories (1,029) (2,107)
Other assets (175) 19
Checks outstanding 947 15
Accounts payable and accrued expenses 2,107 262
Customer deposits 88 168
-------- --------
Total adjustments 1,528 1,052
-------- --------
Net cash provided by operating activities 1,889 2,779
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (615) (870)
Net (increase) in property held for lease (73) (205)
Net decrease in investment in sales-type leases 350 287
-------- --------
Net cash (used in) investing activities (338) (788)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) under line of credit (979) (1,600)
Net (decrease) in collateralized borrowings (259) (53)
Payments of long-term debt (294) (326)
-------- --------
Net cash (used in) financing activities (1,532) (1,979)
-------- --------
INCREASE IN CASH 19 12
CASH AT BEGINNING OF PERIOD 22 23
-------- --------
CASH AT END OF PERIOD $ 41 $ 35
======== ========
CASH PAID FOR INTEREST $ 745 $ 333
======== ========
CASH PAID FOR TAXES $ 0 $ 892
======== ========
</TABLE>
The accompanying notes are an integral part of hese statements.
5
<PAGE>
METROTRANS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 1997
(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, 1996 filed with the Securities and Exchange Commission.
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings per Share." SFAS 128 supersedes APB 15, "Earnings per Share"
and promulgates new accounting standards for the computation and manner of
presentation of the Company's earnings per share. The Company is required to
adopt the provisions of SFAS 128 for the year ending December 31, 1997. Earlier
application is not permitted; however, upon adoption the Company will be
required to restate previously reported annual and interim earnings per share in
accordance with the provisions of SFAS 128. The Company does not believe that
the adoption of SFAS 128 will have a material impact on the computation or
manner of presentation of its earnings per share as currently or previously
presented under APB 15.
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. Results presented
for the three-month and six-month periods ended June 29, 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>
June 29, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Chassis awaiting conversion.. $ 2,134 $ 3,044
Raw materials................ 4,410 4,482
Work in process.............. 2,928 2,328
Finished goods............... 4,427 2,758
Used vehicles................ 5,033 5,291
------- -------
$18,932 $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 June 29, 1997 and June 30, 1996 was $9.5 million and
$8.5 million, respectively. However, no significant payments have been required
under these arrangements as of June 29, 1997.
The Company is involved in certain legal matters primarily arising in
the normal course of business. In the opinion of management, the Company's
liability under any of these matters would 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 introduced its second product,
the Classic(R), in 1986. During the intervening period, 1982 to 1986, the
Company focused its efforts on marketing buses manufactured by other companies.
Since the introduction of the Classic, the Company has experienced continuous
growth in unit sales and revenues. 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 introduction of 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 LJ 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 Six Months Ended
------------------- ----------------------
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net revenue................. 100.0% 100.0% 100.0% 100.0%
Cost of sales............... 79.8 79.9 83.5 80.9
----- ----- ----- ------
Gross profit................ 20.2 20.1 16.5 19.1
Selling, general and
administrative expenses.. 13.0 10.9 12.8 10.6
----- ----- ----- ------
Operating income............ 7.2 9.2 3.7 8.5
Interest expense............ 1.7 .9 2.1 1.0
----- ----- ----- ------
Income before income
taxes.................... 5.5 8.3 1.6 7.5
Income tax provision........ 2.2 3.2 0.6 2.9
----- ----- ----- ------
Net income.................. 3.3% 5.1% 1.0% 4.6%
===== ===== ===== ======
</TABLE>
8
<PAGE>
NET REVENUE. Net revenue increased 6.6% to $22.0 million for the three
months ended June 29, 1997 from $20.6 million for the comparable prior year
quarter while net revenue of $37.0 million for the first six months of 1997
declined 2.2% over the same period in 1996 of $37.8 million. The second quarter
revenue growth primarily resulted from sales of the Legacy LJ in 1997 and
increased average revenue per unit for each of the Classic and Eurotrans. These
factors resulted in higher net revenue despite the fact that unit sales in the
second quarter were below those of the prior year's second quarter. The decline
in revenue for the six months ended June 29, 1997 compared with the same prior
year period was primarily the result of the decreased number of Classic units
produced and sold in the first quarter of 1997.
Total unit sales and average revenue per unit for the three and six month
periods ended June 29, 1997 and June 30, 1996, respectively, were:
<TABLE>
<CAPTION>
Period Ended Period Ended
June 29, 1997 June 30, 1996
--------------- ---------------
<S> <C> <C> <C> <C>
Average Average
Revenue Revenue
Units Per Unit Units Per Unit
----- -------- ----- --------
Three month period:
Eurotrans 15 $165,000 22 $143,000
Legacy LJ 19 $ 86,000 - -
Classic 287 $ 50,000 320 $ 47,000
--- -------- ----- --------
Total 321 342
=== =====
Six month period:
Eurotrans 41 $142,000 30 $145,000
Legacy LJ 21 $ 85,000 - -
Classic 481 $ 50,000 640 $ 47,000
--- -------- ----- --------
Total 543 670
=== =====
</TABLE>
Production backlog at June 29, 1997 was approximately $20 million compared
with $28 million at the end of the second quarter of 1996. Sales of used buses
by the Company's wholly-owned subsidiary, BUS PRO, Inc., acquired from trade-ins
and lease maturities, in 1997's second quarter of $2.5 million were
approximately 19% above the level sales for the prior year's second quarter of
$2.1 million. Used bus sales for the six months ended June 29, 1997 were $3.7
million, an increase of 27% over sales of $2.9 million for the same period in
the prior year. The increase in BUS PRO's sales for the quarter and the year to
date primarily is the result of the greater capacity and operating efficiency
brought about by the business unit's move into its newly-constructed sales,
refurbishment and service facility in the first quarter of 1997.
9
<PAGE>
COST OF SALES AND GROSS PROFIT. Gross profit increased 6.7% to $4.4 million
in the second quarter of 1997 from $4.2 million in the second quarter of 1996.
For the first six months of 1997, gross profit was down 15.1% to $6.1 million
from $7.2 million for the same period in 1996. Gross profit as a percent of net
revenue was stable at 20.2% during this year's second quarter versus 20.1% in
the prior year quarter. Gross profit as a percent of net revenue for the six
months ended June 29, 1997 was 16.5%, down from 19.1% during the same period a
year ago. The lower level of the amount of gross profit and as a percent of net
revenue was primarily attributable to the significantly lower level of gross
profit in the first quarter of 1997 and resulted from the decline in net
revenues at a sharper rate than the rate of reduction in manufacturing costs.
The decline in net revenues was primarily caused by a significant first quarter
reduction in Classic production volume and lower-than-average revenue per unit
experienced on Eurotrans sales during the quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND OPERATING INCOME.
Operating income declined 17.0% in the second quarter of 1997 from the same
period in 1996 and 56.5% in the six month period of 1997 from 1996. Operating
income, as a percent of net revenue, of 7.2% in the second quarter of 1997 was
below that of 9.2% in the same prior year period. For the six month periods of
1997 versus 1996, operating income, as a percent of net revenue, fell to 3.7%
from 8.5%. Selling, general and administrative expenses ("SG&A") for the quarter
rose, as a percent of net revenue, to 13.0% from 10.9% in 1996's second quarter.
The second quarter of 1997 increase in SG&A to $2.8 million from $2.2 million a
year ago results, in part, from expenses incurred in connection with the
recruitment, relocation and compensation of four senior management positions and
several key subordinate positions and with the costs of development of new
products and product modifications.
INTEREST EXPENSE. Interest expense of $370,000 in the second quarter of
1997 increased 98.9% over $186,000 for the prior year's comparable quarter. For
the six month period in 1997, interest expense was up 113.2% to $793,000 from
1996's first six months of $372,000. The increase for the quarter and year-to-
date period primarily resulted from an increase in the average borrowings
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 a 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.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided from operations during the first six months of 1997
totaled $1.9 million compared to $2.8 million in the comparable 1996 period. For
the six months ended June 29, 1997, cash provided by an increase in the level of
accounts payable and checks outstanding was only partially offset by an increase
in accounts receivable and inventory levels and enabled a reduction of $979,000
in the Company's line of credit.
Anticipated capital expenditures and increases in working capital are
expected to be financed primarily through internally generated funds and through
the Company's $10 million line of credit. However, the Company is in the process
of renegotiating the terms and amount of its line of credit and anticipates an
increase in the size of its facility to approximately $16 million during the
third quarter of 1997. At June 29, 1997, the Company had approximately $3.7
million of borrowings remaining available under the line of credit.
11
<PAGE>
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 the Company 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, the Company has filed a Motion for
Summary Judgment 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 Judgment.
The Company is a party to certain other legal proceedings 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders May 14, 1997 at which
the election of the Company's directors was held. D. Michael Walden, Randy B.
Stanley, M. Earl Meck, William C. Pitt, III George W. Mathews, Jr., and Patrick
L. Flinn were each re-elected as directors with 3,897,702 votes for election of
each of the nominiees and 5,405 votes withheld as to each of the nominees.
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 June 29, 1997.
12
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SIGNATURE
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.
METROTRANS CORPORATION
(Registrant)
Date: August 13, 1997 /s/ Richard M. Bruno
------------------------------
Richard M. Bruno
Chief Financial and Accounting
Officer Duly
Authorized Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-29-1997
<CASH> 41
<SECURITIES> 0
<RECEIVABLES> 11,036
<ALLOWANCES> 156
<INVENTORY> 18,932
<CURRENT-ASSETS> 31,495
<PP&E> 9,550
<DEPRECIATION> 3,724
<TOTAL-ASSETS> 38,587
<CURRENT-LIABILITIES> 18,024
<BONDS> 0
0
0
<COMMON> 41
<OTHER-SE> 17,468
<TOTAL-LIABILITY-AND-EQUITY> 38,587
<SALES> 0
<TOTAL-REVENUES> 21,969
<CGS> 17,541
<TOTAL-COSTS> 21,234
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 370
<INCOME-PRETAX> 1,209
<INCOME-TAX> 474
<INCOME-CONTINUING> 735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 735
<EPS-PRIMARY> .18
<EPS-DILUTED> 0
</TABLE>
