-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G+ExAa8QwsfuTahTash5aLBJ9RJIU23WpmyigkL2nqseHK7x1lxZ6TDFnm1zfd70 uLyzd0P7f/Pfp2Ho1VD94A== 0000931763-99-001223.txt : 19990420 0000931763-99-001223.hdr.sgml : 19990420 ACCESSION NUMBER: 0000931763-99-001223 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROTRANS CORP CENTRAL INDEX KEY: 0000920464 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 581393777 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-23808 FILM NUMBER: 99597055 BUSINESS ADDRESS: STREET 1: 777 GREENBELT PKWY CITY: GRIFFIN STATE: GA ZIP: 30223 BUSINESS PHONE: 7702295995 MAIL ADDRESS: STREET 1: 777 GREENBELT PKWY CITY: GRIFFIN STATE: GA ZIP: 30223 10-K405/A 1 FORM 10-K/A 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 ____ - 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 - 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. ITEM 6. SELECTED FINANCIAL DATA - -------------------------------- 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, ------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- 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 ------- ------- ------- ------- ------- 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 ------- ------- ------- ------- ------- 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 ------- ------- ------- ------- ------- 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 ------- ------- ------- ------- ------- Net income (loss).................... $(4,339) $ 1,717 $ 3,319 $ 3,030 $ 1,459 ------- ------- ------- ------- ------- Diluted weighted average number of shares/2/........................... 4,087 4,112 4,107 3,993 3,698 ------- ------- ------- ------- ------- Diluted net income per share......... (1.06) $0.42 $0.81 $0.76 $0.39 ------- ------- ------- ------- ------- - --------------------- /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, ------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- 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 20 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 ------------------------------------ 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 - ----------------------------- D. Michael Walden /s/ Patrick L. Flinn Director - ----------------------------- Patrick L. Flinn /s/ William C. Pitt III Director - ----------------------------- William C. Pitt III /s/ Terri B. Hobbs Acting President - ----------------------------- (Principal Financial and Accounting Officer) Terri B. Hobbs 35 -----END PRIVACY-ENHANCED MESSAGE-----