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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] 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 Company as specified in its charter)
Georgia 58-1393777
(State of incorporation) (I.R.S. Employer Identification Number)
777 Greenbelt Parkway, Griffin, Georgia 30223
(Address of principal executive offices, including zip code)
(770) 229-5995
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
Indicate by check mark whether the Company (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 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
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The aggregate market value of the Company's outstanding Common Stock held by
non-affiliates of the Company on March 31, 1999 was $ 4,414,862. There were
4,129,737 shares of Common Stock outstanding as of March 31, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 1999 Annual Meeting of
Stockholders are incorporated by reference in Parts I and III hereof.
Pursuant to General Instruction G (3) of Form 10-K, the Registrant
will file the definitive Proxy Statement with the Securities and Exchange
Commission no later than April 30, 1999.
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ITEM 6. SELECTED FINANCIAL DATA
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The following selected financial data for and as of the end of each of the
years ended December 31, 1998, 1997, 1996, 1995, and 1994 are derived from the
financial statements of the Company, which financial statements have been
audited by Arthur Andersen LLP, independent public accountants. The selected
financial data is qualified in its entirety by the more detailed information and
financial statements, including the notes thereto, included elsewhere in this
report. The financial statements of the Company as of December 31, 1998 and
1997 and for each of the years in the three year period ended December 31, 1998,
and the report of Arthur Andersen LLP thereon, are included elsewhere in Item 8
of this report.
YEARS ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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INCOME STATEMENT DATA:
Net revenue.......................... $76,114 $80,132 $77,482 $64,027 $52,271
Cost of sales........................ 69,026 66,153 62,814 50,914 42,494
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Gross profit......................... 7,088 13,979 14,668 13,113 9,777
Selling general, and administrative
expenses............................ 13,568 9,823 8,477 7,458 6,900
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Operating income (loss).............. (6,480) 4,156 6,191 5,655 2,877
Other income......................... 803 0 0 0 105
Interest expense, net................ 1,237 1,330 736 711 498
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Income before income taxes (loss)... (6,914) 2,826 5,455 4,944 2,379
Income tax provision (benefit)/1/.... (2,575) 1,109 2,136 1,914 920
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Net income (loss).................... $(4,339) $ 1,717 $ 3,319 $ 3,030 $ 1,459
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Diluted weighted average number of
shares/2/........................... 4,087 4,112 4,107 3,993 3,698
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Diluted net income per share......... (1.06) $0.42 $0.81 $0.76 $0.39
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/1/ The Company elected S Corporation status effective January 1, 1989. On
May 31, 1994, the Company converted its status to a C Corporation and,
accordingly, from June 1, 1994 has been subject to federal and state
income taxes. Net income prior to June 1, 1994, includes federal and
state income taxes as if the Company had been a C Corporation, based on
the effective tax rates that would have been in effect during the periods
reported.
/2/ The weighted average number of shares outstanding prior to the third
quarter of 1994 gives effect to the estimated number of shares of Common
Stock that would be required to be sold (at the initial public offering
price of $8.50 per share) to fund a $4.5 million S Corporation
distribution to the S Corporation stockholders.
YEARS ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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BALANCE SHEET DATA:
Working capital............. $21,318 $23,292 $13,508 $11,214 $ 6,723
Total assets................ 59,301 40,508 36,564 29,667 25,521
Long-term debt.............. 16,076 11,945 2,719 3,727 4,122
Stockholders' equity........ 14,891 19,029 17,096 13,663 9,637
OTHER DATA:
Total units sold or leased.. 927 1,168 1,284 1,117 982
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized as of the
19th day of April, 1999.
METROTRANS CORPORATION
(Company)
By/s/ Henry J. Murphy
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Henry J. Murphy
Interim Chief Executive Officer
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Amendment No. 1 has been signed below by the following persons on behalf of
the Company and in the capacities indicated on April 19, 1999.
Chairman of the Board
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D. Michael Walden
/s/ Patrick L. Flinn Director
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Patrick L. Flinn
/s/ William C. Pitt III Director
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William C. Pitt III
/s/ Terri B. Hobbs Acting President
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Terri B. Hobbs
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