UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended
December 31, 1997.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition
period from ____ to ____.
Commission File No. 1-8183
SUPREME INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-1670945
(State of Incorporation) (IRS Employer Identification No.)
P.O. Box 237, 65140 U.S. 33 East, Goshen, Indiana 46528
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) - (219) 642-3070
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock ($.10 Par Value) American Stock Exchange
(Title of each class) (Name of Each Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
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 12 months (or for such shorter period 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 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 registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of the Form 10-K
or any amendment hereto. X
The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 18, 1998: $76,527,274
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 18, 1998
Class A Common Stock ($.10 Par Value) 8,850,177 shares
Class B Common Stock ($.10 Par Value) 1,546,773 shares
Documents Incorporated by Reference
Parts of Form 10-K Into Which the
Document Document is Incorporated
Portions of the Proxy Statement
for Annual Meeting of Shareholders
to be held on May 12, 1998 Part III
The Index to Exhibits is on page ____ in the sequential numbering system.
Total pages ____
PART I
ITEM 1. BUSINESS.
History
Supreme Industries, Inc., a Delaware Corporation, formerly ESI
Industries, Inc. (the Company) is one of the nation's leading manufacturers
of specialized truck bodies and shuttle buses. The Company was incorporated
in 1979 and originally had one operating subsidiary TGC Industries, Inc.,
which was spun-off to stockholders of the Company effective July 31, 1986.
Supreme Corporation (the Company's wholly-owned operating subsidiary)
was formed in January 1984 to acquire a company engaged in the business of
manufacturing, selling and repairing specialized truck bodies, shuttle buses
and related equipment.
In December 1986, the Company, through a newly formed, wholly-owned
subsidiary, Contempri Homes, Inc. ("Contempri"), purchased all of the assets
and assumed substantially all of the liabilities of Contempri Homes, Inc., a
Pennsylvania corporation engaged in the business of producing modular homes.
In December 1992, the Board of Directors of the Company approved a spin-off
of Contempri to the stockholders of the Company. The spin-off was effective
for financial and accounting purposes as of December 31, 1992. Since that
time the Company has operated in one line of business as a manufacturer of
specialized truck bodies and shuttle buses.
In August 1994, the Company acquired the business operations and
substantially all of the operating assets of Murphy Body Company, Inc.,
Wilson, North Carolina. The acquisition provided additional refrigerated
product lines that the Company did not currently produce and added additional
capacity for the Company's existing product lines. The acquisition also
provided better market penetration for all of the Company's product lines
into Virginia and North and South Carolina.
On March 5, 1996, the Company acquired the business operations and
assets of S.D. Enterprises, Inc., a paratransit van manufacturer. The
acquisition of the Freedom One (trademark) product line complements Supreme's
existing line of bus products and provides access to the handicapped van
conversion market. The Freedom One (trademark) product line meets all
standards of the Americans with Disabilities Act (ADA).
Financial Information About Industry Segments
The Company operates in one industry segment, a manufacturer of
specialized truck bodies and shuttle buses.
General Description of the Company's Business
The specialized truck body and shuttle bus industry consists of
companies that manufacturer and/or distribute specialized truck bodies and
shuttle buses. Depending on the product, it is either built directly on a
truck chassis or built separately and installed at a later date. The truck
chassis, which consists of an engine, frame with wheels, and in some cases a
cab, is manufactured by third parties who are major automotive or truck
companies. Such companies typically do not build specialized truck bodies.
See "Competition."
Supreme's products are medium-priced with prices generally ranging from
$1,000 to $80,000. Supreme's truck bodies and custom trailers are offered in
aluminum or fiberglass reinforced plywood panel ("FRP") construction and are
available in lengths of 9 to 45 feet and heights up to 13 feet, 6 inches.
Examples of optional equipment offered by Supreme include lift gates,
cargo-handling equipment, customized doors, special bumpers, ladder racks,
and refrigeration equipment, which are configured with the truck bodies to
meet the end-user's needs. Supreme also makes its own fiberglass wind
deflectors under the name of Fuel Shark, which reduce wind resistance and
improve fuel efficiency. Supreme is not in the business of manufacturing
recreational vehicles or long-distance truck-trailers. The following is a
brief summary of Supreme's products:
Van bodies. Supreme's van bodies are typically fabricated up to 28 feet
in length with pre painted aluminum or FRP panels, aerodynamic front and
side corners, hardwood floors and various door configurations to
accommodate end-user loading and unloading requirements. This product
is used for diversified dry freight transportation.
Refrigerated Chiller (trademark) insulated van bodies. Chiller
(trademark) vans are insulated FRP bodies which can accommodate
controlled temperature and refrigeration needs of end-users. All
fiberglass exterior laminated walls are corrosion resistant and utilize
foam insulation which permits varying levels of temperature to as low as
minus twenty degrees Fahrenheit.
Kold King (trademark) aluminum insulated van bodies. Supreme's advances
in insulated foam technology have created this aluminum insulated body
with greater strength, less weight and better thermal efficiency.
Iner-City (trademark) cutaway van bodies. Aluminum or FRP cutaway van
bodies are manufactured on cutaway chassis which are available with
access to the cargo area from the cab. The Iner-City (trademark)
cutaway van body is similar to the regular van body except for floor
construction and shorter lengths (10 feet to 15 feet) as compared with
van bodies which are constructed to lengths of up to 28 feet.
Iner-City (trademark) walk-in van bodies. Supreme manufactures its
walk-in vans on a rail truck chassis having no cab. Supreme fabricates
the driver's compartment and body using FRP panels and aluminum. Some
uses for this product include the distribution of food products and
small packages.
Commander (trademark) fiberglass van bodies. The Commander (trademark)
is a one-piece fiberglass molded body used principally in the lawn care
industry. The corrosion resistant body has an interior design which
helps control chemical spills and enhances the clean-up process.
Pro Fleet commercial conversions. Supreme's Pro Fleet product line
meets the needs of a wide array of commercial users. Pro Fleet
customizes Chrysler, Ford, and General Motors full-size vans, minivans
and a full line of trucks. These products are used as mobile offices,
mobile workstations, commuter and executive vans as well as service and
delivery vehicles.
Spartan mini-bodies. Spartan mini-bodies are produced in three
different configurations and designed to be mounted on small trucks for
diversified commercial use.
Armored Trucks. Supreme's armored trucks are built to customer
specifications in either aluminum, galvaneal or stainless steel.
StarTrans (trademark) shuttle buses. The StarTrans (trademark) shuttle
buses have seating capacities for 12 to 29 people and are offered with a
variety of seating arrangements and with options such as wheelchair
lifts, custom interiors, and special exterior paint schemes. The
shuttle bus line features an improved aerodynamic exterior design and is
intended for use by hotels, nursing homes, car leasing companies, and
airport-related users.
StarTrans (trademark) mid-size buses. Supreme's StarTrans (trademark)
mid-size buses are offered in lengths of up to 31 feet with capacities
of up to 35 passengers. This product serves the public transit and tour
markets and provides the Company's dealer network with a more
comprehensive product line.
Trolleys. Supreme's Trolley line is similiar in size to the mid-size
bus line but resembles a San Francisco trolley car. It is marketed to
resort areas, theme parks and cities desiring unique transportation
vehicles.
Freedom One (trademark) paratransit vans. Supreme's Freedom One
(trademark) paratransit handicapped van conversion product line provides
full access to the handicapped van market. The Company converts
Chrysler, Ford and General Motors minivans to meet all Americans with
Disabilities Act (ADA) standards. The vans are marketed through
automotive and mobility dealers as well as through the Company's
StarTrans (trademark) bus distribution network.
Customized trailers. Supreme manufactures a variety of customized
trailers for special needs, including mobile laboratories, antique and
race car haulers, and trailers for the broadcasting industry.
Stake bodies. Stake bodies are flatbeds with various configurations of
removable sides. The stake body is utilized for a broad range of
agricultural transportation needs.
Chiller (trademark), Kold King (trademark), Nordica (trademark),
Iner-City (trademark), Commander (trademark), Spartan, StarTrans
(trademark), Freedom One (trademark), and Fuel Shark are trademarks used
by Supreme in its marketing of truck bodies and buses. Chiller
(trademark), Kold King (trademark), Nordica (trademark), Iner-City
(trademark), Commander (trademark), StarTrans (trademark) and Freedom
One (trademark) are trademarks registered in the U.S. Patent and
Trademark Office.
Some examples of specialized truck bodies that are not manufactured by
Supreme are dump bodies, utility bodies and garbage packers. Neither Supreme
nor any of its competitors manufacture every type of specialized truck body.
Supreme intends to continue to expand its product line, but there is no
assurance that it will do so.
Manufacturing
Supreme's manufacturing facilities are located in Goshen, Elkhart and
Ligonier Indiana; Griffin, Georgia; Cleburne, Texas; Moreno Valley,
California; Jonestown, Pennsylvania; Wilson, North Carolina; and La Ceiba,
Honduras. Supreme's management estimates that the capacity utilization of
its plants and equipment range from 50% to 90% of capacity on a one-shift
basis.
Supreme builds specialized truck bodies and installs other equipment on
truck chassis, most of which are provided by bailment pool arrangements or
are owned by dealers or end-users. These truck bodies are built on an
assembly line from engineered structural components, such as floors, roofs,
and wall panels. These components are manufactured from Supreme's proprietary
designs and are installed on the truck chassis. Supreme then installs
optional equipment and applies any special finishes that the customer has
specified. At each step of the manufacturing and installation process,
Supreme conducts quality control procedures to insure that the products meet
its customers' specifications. Supreme's products are generally produced to
firm orders and are designed and engineered by Supreme. Order levels will
vary depending upon price, competition, prevailing economic conditions and
other factors.
Supreme has designed and built its own fabricating equipment for many of
its manufacturing processes. Supreme has its own fiberglass manufacturing
facilities that process and assemble the Fiberglass Reinforced Panel ("FRP")
and other fiberglass products as required. The Company's patented Fiberglass
Reinforced Panel ("FRP") manufacturing facility began producing FRP panels
for internal use during the first quarter of 1998. The machine is also
producing translucent roof panels for the Company's dry freight product line.
The Company anticipates that the machine will have sufficient capacity to
allow marketing of laminated panels to other companies in the transportation
industry as well as to possibly develop new products and applications for the
construction industry.
The Company's hardwood flooring manufacturing facility began producing
and shipping product in the fourth quarter of 1996. The facility is
currently producing approximately 40% of the Company's internal requirements.
The Company intends to continue to buy a portion of its requirements from
third parties to avoid being sole sourced on a critical raw material.
Supreme provides limited warranties against construction defects in its
products. These warranties generally provide for the replacement or repair
of defective parts or workmanship for five years following the date of retail
sale.
Supreme does not purchase truck chassis for inventory. Supreme accepts
shipment of truck chassis owned by dealers or end-users, for the purpose of
installing and/or manufacturing its specialized truck bodies on such chassis.
In the event of a labor disruption or other uncontrollable event adversely
affecting the limited number of companies which manufacture and/or deliver
such truck chassis, Supreme's level of manufacturing could be substantially
reduced. Approximately 20% of the chassis involved in Supreme's
manufacturing have been secured through bailment or consignment agreements
with three major chassis manufacturers that provide for truck chassis pools
at each of Supreme's manufacturing facilities.
Raw Materials
Supreme does not have any long-term raw material contracts and is
dependent upon suppliers of lumber, fiberglass, aluminum and steel for its
manufacturing. However, there are several readily available sources for
these raw materials. In addition, as discussed above, Supreme has
established a captive hardwood flooring manufacturing facility in Honduras
to provide a dependable source of supply. Supreme's operations could be
affected by labor disruptions at its raw material suppliers or freight
carriers.
Marketing
Supreme normally sells the truck body and/or equipment that has been
installed on the truck chassis to either truck equipment distributors, truck
dealers or directly to end-users. Truck bodies purchased by a truck dealer
from Supreme are sold by the dealer to its own customers. Since Supreme or
its distributors (and not the truck dealers) generally service all Supreme
products sold by the truck dealers, each truck dealer is normally located
within relatively close geographic proximity to Supreme or the distributor
supplying such dealer.
Supreme's distributor/dealer network consists of approximately 40 bus
distributors, 85 truck equipment distributors and 500 truck dealers.
Management believes that this large distributor/dealer network, coupled with
Supreme's geographically-dispersed plant and distribution sites, gives
Supreme a distinct marketing advantage over its competitors. Supreme
generally delivers its products within 3 to 6 weeks after the receipt of
orders.
Approximately 66 employees are engaged in direct sales. Supreme engages
in direct advertising in trade publications, trade shows and cooperative
advertising campaigns with distributors.
Competition
Specialized truck bodies are produced by many companies, most of which
compete on a regional basis. Management believes that Supreme enjoys a
competitive advantage based upon its established distributor/dealer network
and six manufacturing facilities and seven distribution centers. Truck
chassis manufacturers have not generally shown an interest in manufacturing
truck bodies because such manufacturers' highly-automated assembly line
operations do not lend themselves to the efficient production of a wide
variety of highly specialized and different truck bodies and equipment.
Trademarks
The Company owns and maintains trademarks that are used in marketing
specialized products manufactured by Supreme. Management believes that these
trademarks have significant customer goodwill.
Working Capital
The Company utilizes its credit facilities to finance its accounts
receivable and purchase inventories. Pursuant to agreements with the holders
of certain long-term indebtedness, the Company is required to maintain a
minimum working capital of not less than $8 million and a working capital
ratio of at least 1.5 to 1.0.
Major Customers
No single customer or group of customers under common control accounted
for 10% or more of the Company's revenues for each of the three years in the
period ended December 31, 1997. The Company's export sales are not
significant.
Environment Regulation
The Company's manufacturing operations are subject to federal, state,
and local statutes and regulations relating to the protection of the
environment, work site safety standards, and product size and weight
limitations. Such regulations increase the Company's cost of doing business.
Because other companies are subject to similar regulations, such regulations
are not believed to have an adverse effect on the Company's competitive
position.
Employees
As of December 31, 1997, the Company employed approximately 1,900
employees, none of whom are represented by a collective bargaining unit.
The Company considers its relations with its employees to be satisfactory.
Back Log
The Company's backlog of firm orders was $52.0 million at December 31,
1997 compared to $27.6 million at December 31, 1996.
Executive Officers of the Registrant
The name, age, business background, position held with the Registrant
and tenure of each of the Registrant's executive officers are set forth
below. No family relationship exists among any of the executive officers.
Served as
Executive Positions With
Name, Age, and Business Experience Officer Since Company
Herbert M. Gardner, 58 1979 Chairman of the
Senior Vice President of Janney Board, President
Montgomery Scott Inc., investment
bankers, since 1978; Chairman of the
Board of the Company since 1979 and
President since 1993; Nu
Horizons Electronics Corporation,
Director, an electronic component
distributor; Transmedia Network, Inc.,
Director, a company that markets a
charge card offering savings to the
company's card members at participating
restaurants and also provides savings
on the purchase of certain other
products and services; Hirsch
International Corporation, Director,
importer of computerized embroidery
machines, supplies, and developer of
embroidery machine application software
and provider of other value-added
services to the embroidery industry;
TGC Industries, Inc., Director, a
company engaged in the geophysical
services industry; American Country
Holdings Company, Inc., Director, a
property and casualty insurance holding
company with focus on transportation
and hospitality markets; Inmark
Enterprises, Inc., Director, a marketing
and sales promotion company.
Omer G. Kropf, 56 1984 Executive Vice
Executive Vice President of the Company President
since August 1985; President and Chief
Executive Officer of Supreme Corporation,
a subsidiary of the Company, since
January 19, 1984.
William J. Barrett, 58 1979 Secretary and
Senior Vice President of Janney Assistant Treasurer
Montgomery Scott Inc., investment
bankers, since 1976; Secretary and
Assistant Treasurer of the Company
and a Director since 1979; TGC
Industries, Inc., a Director since 1986,
a geophysical services company; and
Director American Country Holdings,
Company, Inc., a property and casualty
insurance company with focus on
transportation and hospitality markets.
Robert W. Wilson, 53 1990 Executive Vice
Treasurer, Executive Vice President, President,
and Chief Financial Officer of the Treasurer, and
Company since December 1992; Vice Chief Financial
President of Finance of Supreme Officer
Corporation since 1988.
ITEM 2. PROPERTIES.
Set forth below is a brief summary of the properties which are owned or
leased by the Registrant as of December 31, 1997.
Square Owned or
Footage Leased
Manufacturing of Products
Goshen, Indiana 198,556 Leased
Goshen, Indiana 158,194 Owned
Elkhart, Indiana 31,000 Leased
Jonestown, Pennsylvania 123,424 Owned
Wilson, North Carolina 113,694 Leased
Moreno Valley, California 100,147 Owned
Cleburne, Texas 90,126 Owned
Griffin, Georgia 83,350 Leased
898,491
Manufacturing of Component Parts
Goshen, Indiana 57,570 Owned
Ligonier, Indiana 18,500 Owned
La Cieba, Honduras 35,775 Leased
111,845
Distribution
St. Louis, Missouri 15,000 Leased
Houston, Texas 12,841 Owned
Denver, Colorado 12,500 Leased
Woonsocket, Rhode Island 10,720 Owned
San Antonio, Texas 7,000 Owned
Louisville, Kentucky 6,664 Owned
Apopka, Florida 5,196 Owned
69,921
Total square footage 1,080,257
Of the leased properties, approximately 280,000 square feet of buildings
and approximately 63 acres of land located in Goshen, Indiana and Griffin,
Georgia are leased from a limited partnership controlled by certain members
of the Company's Board of Directors. In addition, a 100,000 square foot
parking lot is leased from one of the Company's Executive Vice Presidents.
Such board members and Executive Vice President are herein referred to as
the "Affiliated Lessors."
The Company's leases with the Affiliated Lessors (other than the lease
covering the parking lot) will continue through July 25, 2000. Supreme has
the right to renew the leases (except the lease covering the parking lot) for
one additional five-year period through July 25, 2005.
Supreme has an option to purchase all of the properties (excluding the
parking lot) leased to Supreme by the Affiliated Lessors any time during the
lease period or renewal period. The purchase price will be equal to the
higher of: (a) $2,765,000; or (b) $2,765,000 times the figure obtained as a
result of dividing (i) the Consumer Price Index for the month preceding the
month during which the option is exercised, by (ii) the Consumer Price Index
for June 1988.
ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary
course of its business activities. Each of these matters is subject to
various uncertainties, and it is possible that some of these matters may be
resolved unfavorably to the Company. The Company has established accruals
for matters that are probable and reasonably estimable. Management believes
that any liability that may ultimately result from the resolution of these
matters in excess of accruals and or amounts provided by insurance coverage
will not have a material adverse effect on the consolidated financial
position or results of operation of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted by the Company to a vote of the Company's
security holders, through the solicitation of proxies or otherwise, during
the fourth quarter of the year ended December 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Class A Common Stock is traded on the American Stock
Exchange (ticker symbol STS). The number of record holders of the Class A
Common Stock as of March 18, 1998 was approximately 415. Due to the number
of shares held in nominee or street name, it is likely that there are more
than 415 beneficial owners of the Company's Class A Common Stock.
The Company's Class A Common Stock closed at $11 7/8 on the American
Stock Exchange on March 18, 1998 on which date there were 8,850,177 shares of
Class A Common Stock outstanding. High and low closing prices of the Class A
Common Stock for the two year period ended December 31, 1997 were:
1997 1996
High Low High Low
1st Quarter 7 1/16 5 8 5/16 6 1/4
2nd Quarter 8 1/8 6 3/16 7 11/16 6 3/16
3rd Quarter 9 3/8 8 1/8 7 3/16 5 1/2
4th Quarter 10 3/4 8 3/8 6 4 1/2
All of the 1,546,773 outstanding shares of the Company's Class B Common
Stock were held by a total of 14 persons as of March 18, 1998. There is no
established trading market for the Class B Common Stock. Class B Common
Stock is freely convertible on a one-for-one basis into an equal number of
shares of Class A Common Stock and ownership of the Class B shares is deemed
to be beneficial ownership of the Class A shares under Rule 13d-3(d) (1)
promulgated under the Securities Exchange Act of 1934.
The Company's credit agreement places certain restrictions on the
payment of cash dividends. No cash dividends were paid in 1997 or 1996. The
Company paid a 10% stock dividend on December 22, 1995 to shareholders of
record as of December 15, 1995. The Company paid two 5% stock dividends
during 1997, one on May 19 and one on November 17.
ITEM 6. SELECTED FINANCIAL DATA.
For the Years Ended December 31,
Consolidated Income Statement
Data: (in millions, except
per share amounts)
1997 1996 1995 1994 1993
Net revenue $ 198.0 $ 159.9 $ 164.5 $ 137.3 $ 114.4
Net income 8.6 5.1 7.2 5.5 4.3
Net income per share:(1)
Basic earnings per share .83 .51 .80 .62 .52
Diluted earnings per share .82 .49 .73 .58 .46
Consolidate Balance Sheet Data:
(in millions)
Working capital $ 30.4 $ 23.4 $ 23.1 $ 20.0 $ 13.9
Total assets 85.9 68.8 62.4 57.6 45.5
Long-term debt (excluding
current maturities) 17.4 16.1 18.0 19.7 13.6
Stockholders' equity 44.5 35.8 28.8 20.0 14.0
(1) All per share amounts have been restated for all common stock
dividends paid.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Comparison of 1997 with 1996
Revenues for 1997 increased 23.8% to $198.0 million from $159.9 million in
1996. Each one of the Company's manufacturing facilities recorded revenue
increases over those recorded in 1996. The strongest revenue increases were
recorded at the Company's Goshen, Indiana and Jonestown, Pennsylvania
manufacturing facilities. Goshen is the Company's largest manufacturing
facility and offers the broadest product lines as compared to the other
locations that offer primarily dry freight or refrigerated product lines.
Pennsylvania's increase can be attributed to the fact it operates in the
largest market for the Company's products. Overall sales of the Company's
largest product line, dry freight vans, increased 21.3% over 1996. The
Company's StarTrans (trademark) line of shuttle and mid-size buses grew 28.2%
over 1996. The Company's new product lines (armored trucks, trolley buses
and service vans) contributed marginally to sales increases in 1997 and are
expected to make a more meaningful contribution in 1998.
The Company's gross profit percentage was relatively unchanged in 1997 when
compared to 1996. Both raw material and direct labor costs increased
nominally in 1997 when compared to 1996. Overhead expenses declined 1.5% as
a percentage of revenues compared to 1996, offsetting the increases in direct
labor and materials. The decline in overhead expenses is attributed to the
fixed nature of certain expenses in the overhead pool that do not change
proportionately when revenues increase as well as favorable variances between
1997 and 1996 in general insurance, workers compensation and group insurance
expenses. Start-up and training costs associated with the Company's three
new product lines contributed slightly to the increases in direct labor and
overhead. All are very labor intensive and also required an additional
investment in raw material inventory.
Selling, general and administrative expenses were $17.2 million or 8.7% of
revenue compared with $15.4 million or 9.7% of revenue in 1996. The increase
in selling, general and administrative expenses of $1.8 million can be
directly attributed to the increased revenue of $38.1 million. Employee
related costs accounted for approximately 49% of the $1.8 million increase in
1997 as compared to 1996. The percentage decline of 1.0% to 8.7% in 1997 as
compared to 9.7% in 1996 is attributed to those items in the selling, general
and administrative category that do not change in response to changes in
revenues.
Interest expense declined $.1 million to $1.4 million in 1997 from $1.5
million in 1996. This decline resulted from less use of the Company's
revolving credit facility during most of 1997 as compared to 1996, the
pay-off of $1.0 million in real estate loans during 1997 and the reduction of
$1.0 million in a term note. Offsetting theses reductions were a full years
interest on the Company's California facility purchased in April 1996.
The Company's effective income tax rate of 39.5% dropped 2.4% from the
comparable rate of 41.9% in 1996. The effective tax rate decreased as the
result of research and experimentation tax credits in the current year and
the fact that approximately 1% of last year's effective tax rate was
attributable to the loss experienced at the Honduran subsidiary which
generated no tax benefit since the subsidiary is operating in a government
free zone.
Comparison of 1996 with 1995
Revenues for 1996 declined 2.8% to $159.9 million from $164.5 million
recorded in 1995. The largest decreases occurred at the Company's Goshen
manufacturing facilities where truck equipment products declined $4.5 million
and shuttle buses declined $3.4 million. The truck equipment decrease was
primarily due to less overall industry wide demand. The Company's shuttle
bus business was unfavorably effected by delays and reductions in orders from
municipal customers. The Company's northeastern and southwestern markets
recorded increases of approximately 12% and 11% respectively, which
partially offset the decreases experienced elsewhere.
The Company's gross profit percentage declined 1.1% in 1996 to 16.1% from
17.2% in 1995. The Company's raw material costs held constant over the year
and improved slightly from 1995 as two price increases implemented during
1995 were in effect for all of 1996. Offsetting the improvement in material
costs were increases in both direct labor and overhead costs. Contributing
to these increases were costs associated with the numerous projects the
Company has undertaken during 1996. Dual rents and the cost of moving to a
new manufacturing facility in California increased both labor and overhead.
Labor and overhead were incurred in the start-up of three new distribution
facilities in Louisville, St. Louis and Denver. Also affecting labor and
overhead were the development costs associated with the two new product
lines, Pro Fleet Conversions and Freedom One (trademark) paratransit vans.
In addition, there were pre-operating and start-up costs incurred at both the
Fiberglass Reinforced Panel (FRP) manufacturing facility and the Honduran
hardwood flooring plant while revenues from these facilities won't commence
until 1997.
Selling, general and administrative expenses were $15.4 million or 9.7% of
revenue compared with $14.3 million or 8.7% of revenue in 1995. The increase
in selling expense of $886,000 can be attributed to additional sales staff at
the new distribution facilities and also associated with the Company's new
product lines. Costs associated with the development of literature for the
new product lines also contributed to the increase. Administrative costs
increased $292,000 primarily due to the addition of the new distribution and
manufacturing facilities as well as the new product lines.
Interest expense declined $250,000 to $1,531,000 in 1996 from $1,781,000 in
1995. Causing the decline was the conversion of the Series B convertible
debt to Class A Common Stock as well as overall lower outstanding borrowings
during the period. The Company used floating rate industrial revenue bonds
to finance its California facility. The rate at December 31, 1996 was 4.15%.
The Company's effective income tax rate of 41.9% in 1996 was comparable to
the 40.6% rate in 1995. The slight increase is attributed to the net
operating loss of the Company's wholly owned subsidiary in Honduras, for
which there is no tax benefit since the Honduran subsidiary is operating in
a government free zone.
Liquidity and Capital Resources
Cash flows from operations and funding under the Company's revolving credit
line were adequate to finance operations and provide for capital expenditures
during 1997. Cash flows from operating activities were $4.7 million for the
year ended December 31, 1997 compared to $7.5 million for the year ended
December 31, 1996 and $6.1 million for the year ended December 31, 1995. Net
income combined with noncash charges for depreciation and amortization
continue to be the main components generating operating cash flows. The
Company used operating cash in all three years to finance increased inventory
levels. The increase in inventories of $7.2 million in 1997 was directly
related to the increase in revenues as well as the introduction of new
product lines that use raw material components that the Company did not
previously stock. The increase in inventory in 1995 was also revenue related
while the increase in 1996 was caused by the need to carry chassis inventory
to support the Freedom One (trademark) and Pro Fleet product lines. The
increase in accounts receivable in 1997 of $6.7 million was directly related
to the increase in revenues. In both 1997 and 1996 the increase in
inventories was partially financed by increases in trade accounts payable
while in 1995 the Company used operating cash to reduce payables.
The majority of the major investing activities occurred at the Company's
Indiana and Pennsylvania manufacturing facilities. In Indiana, a 20,000
sq.ft. paint facility was completed and a new 60,000 sq.ft. truck body plant
will also provide additional capacity for the bus product lines as some
existing capacity will be freed up as it is going to be consolidated in the
new truck plant. The new truck plant became operational in February.
Substantial investments were also made in machinery and equipment to improve
the Company's operating efficiency. In Pennsylvania, approximately 7 acres
and 15,000 sq.ft. of manufacturing capacity adjoining the Company's existing
facility was acquired. Pennsylvania also significantly upgraded its paint
facility during 1997. In addition, the Company made significant improvements
in plant and equipment as well as increasing its capacity at its Georgia,
Texas and California manufacturing facilities.
The major financing activity during 1997 was the use of the Company's
revolving line of credit. During 1997 the Company paid off approximately
$1 million of real estate loans. During 1996 and 1995 cash flows from
financing activities were primarily from the revolving line of credit, a
$3.2 million industrial revenue bond for the purchase of the California
facility in 1996 as well as real estate mortgages related to specific
acquisitions. The Company's $14.0 million revolving line of credit
increases to $20.0 million from February 1 to June 30. The line of credit
was structured in this manner to provide working capital to accommodate the
large fleet orders that must be delivered in a very short time frame and to
avoid paying commitment fees on the unused portion of the revolver over the
balance of the year.
The Company realized proceeds of $.1 million in 1997 from the exercise of
stock options in 1997 and $.9 million from the exercise of warrants and stock
options in 1996. The Company's warrants and convertible debt have all been
converted prior to December 31, 1996.
The Company anticipates that available funds, together with anticipated cash
flows generated from future operations and amounts available under its
revolving line of credit will be sufficient to meet the Company's cash needs
during 1998.
The Company has determined that most of its existing computer software will
be unable to process transactions beyond December 31, 1999. To address this
problem, the Company has purchased new software which it believes will
mitigate Year 2000 related problems associated with its computer software.
In addition, the new software has the ability to provide better operating
information on a more timely basis once completely installed. The Company
has contracted with a third party to assist in training its personnel to use
the new software and to assist in implementation. The Company has begun the
process of training appropriate personnel and implementation of the new
software is scheduled to begin in the 2nd quarter of 1998.
The Company has not communicated formally with its suppliers or customers
regarding the Year 2000, but does not anticipate a disruption of its business
as a result of suppliers or customers failing to address the Year 2000
problem.
This report contains forward-looking statements, other than historical facts,
which reflect the view of the Company's management with respect to future
events. Such forward-looking statements are based on assumptions made by and
information currently available to the Company's management. Although
management believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from such
expectations include, without limitation, limitations on the availability of
chassis on which the Company's product is dependent, availability of raw
materials and severe interest rate increases. The forward-looking statements
contained herein reflect the current views of the Company's management with
respect to future events and are subject to those factors and other risks,
uncertainties and assumptions relating to the operations, results of
operations and financial position of the Company. The Company assumes no
obligation to update the forward-looking statements or to update the reasons
actual results could differ from those contemplated by such forward-looking
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required to be filed pursuant to this Item 8
are included elsewhere in this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Directors - Certain information required by Item 10 of Form 10-K is
hereby incorporated by reference from the Company's definitive proxy
statement, which will be filed pursuant to Regulation 14A within 120 days
after the Company's year end for the year covered by this report, under the
caption "Election of Directors" of the proxy statement.
(b) Executive Officers - See "Executive Officers of the Registrant" in
Item 1 of Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 of Form 10-K is hereby incorporated
by reference from the Company's definitive proxy statement, which will be
filed pursuant to Regulation 14A within 120 days after the Company's year end
for the year covered by this report, under the caption "Executive
Compensation" of the proxy statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 of Form 10-K is hereby incorporated
by reference from the Company's definitive proxy statement, which will be
filed pursuant to Regulation 14A within 120 days after the Company's year end
for the year covered by this report, under the caption "Security Ownership of
Certain Beneficial Owners and Management" of the proxy statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 of Form 10-K is hereby incorporated
by reference from the Company's definitive proxy statement, which will be
filed pursuant to Regulation 14A within 120 days after the Company's year end
for the year covered by this report, under the caption "Transactions with
Management" of the proxy statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Form 10-K
a. Documents filed as part of this report: Page
1. Financial Statements
Report of Independent Accountants A-1
Consolidated Balance Sheets as of December 31,
1997, 1996 and 1995 A-2
Consolidated Statements of Income for the
years ended December 31, 1997, 1996 and 1995 A-3
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1997, 1996
and 1995 A-4
Consolidated Statements of Cash Flows for the
years ended December 31, 1997, 1996 and 1995 A-5
Notes to the Consolidated Financial Statements A-6
through A-17
2. Financial Statement Schedule:
Report of Independent Accountants on Financial
Statement Schedule S-1
Schedule II - Valuation and Qualifying Accounts S-2
Schedules other than those listed above are omitted because they are not
required or the information is included in the Notes to the Consolidated
Financial Statements.
3. Exhibits:
See Index to Exhibits
b. Reports on Form 8-K
No report on Form 8-K was filed during the three month period ended
December 31, 1997.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of
Supreme Industries, Inc.:
We have audited the accompanying consolidated balance sheets of Supreme
Industries, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Supreme
Industries, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
January 30, 1998
A-1
Supreme Industries, Inc. And Subsidiaries
Consolidated Balance Sheets
as of December 31, 1997 and 1996
ASSETS
1997 1996
Current assets:
Cash and cash equivalents $ 159,044 $ 220,678
Accounts receivable, net of allowance for
doubtful accounts of $430,000 in 1997 and 1996 23,188,066 16,556,258
Refundable income taxes 371,511 -
Inventories 28,404,786 21,208,707
Deferred income taxes 973,657 1,043,066
Other current assets 431,931 423,237
------------ ------------
Total current assets 53,528,995 39,451,946
Property, plant and equipment, net 29,560,441 26,429,637
Intangible assets, net 1,705,385 1,908,694
Other assets 1,079,491 1,038,747
------------ ------------
Total assets $ 85,874,312 $ 68,829,024
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 2,119,692 $ 2,355,955
Trade accounts payable 10,433,051 6,778,942
Accrued wages and benefits 3,611,691 3,353,291
Accrued income taxes 1,098,111 959,240
Customer deposits 2,718,463 38,982
Other accrued liabilities 3,184,032 2,522,042
------------ ------------
Total current liabilities 23,165,040 16,008,452
Long-term debt 17,359,703 16,108,780
Deferred income taxes 898,825 890,234
------------ ------------
Total liabilities 41,423,568 33,007,466
------------ ------------
Commitments and contingencies (Note I)
Stockholders' equity:
Preferred Stock, $1 par value; authorized
1,000,000 shares, none issued
Class A Common Stock, $.10 par value;
authorized 20,000,000 shares, issued
8,855,990 shares in 1997 and 8,012,767
shares in 1996 885,599 801,277
Class B Common Stock, convertible into Class
A Common Stock on a one-for-one basis, $.10
par value; authorized 5,000,000 shares,
issued 1,546,773 shares in 1997 and 1,402,975
shares in 1996 154,677 140,297
Additional paid-in capital 31,743,249 23,901,587
Retained earnings 11,917,755 11,228,933
Treasury stock, Class A Common Stock, at cost,
32,232 shares in 1997 and 1996 (250,536) (250,536)
------------ ------------
Total stockholders' equity 44,450,744 35,821,558
------------ ------------
Total liabilities and stockholders'
equity $ 85,874,312 $ 68,829,024
------------ ------------
------------ ------------
The accompanying notes are a part of the consolidated financial statements.
A-2
Supreme Industries, Inc. And Subsidiaries
Consolidated Statements Of Income
for the years ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenue:
Net sales $ 197,429,917 $ 159,214,622 $ 163,449,175
Other income 538,242 661,486 1,001,804
------------- ------------- -------------
197,968,159 159,876,108 164,450,979
------------- ------------- -------------
Costs and expenses:
Cost of sales 165,197,662 134,153,108 136,224,658
Selling, general and
administrative 17,228,565 15,434,432 14,255,971
Interest 1,409,713 1,530,624 1,781,350
------------- ------------- -------------
183,835,940 151,118,164 152,261,979
------------- ------------- -------------
Income before income
taxes 14,132,219 8,757,944 12,189,000
Income taxes 5,577,000 3,671,000 4,949,000
------------- ------------- -------------
Net income $ 8,555,219 $ 5,086,944 $ 7,240,000
------------- ------------- -------------
------------- ------------- -------------
Earnings per share:
Basic $.83 $.51 $.80
---- ---- ----
---- ---- ----
Diluted $.82 $.49 $.73
---- ---- ----
---- ---- ----
Shares used in the computation
of earnings per share:
Basic 10,359,411 9,977,800 9,023,532
Diluted 10,445,872 10,374,793 10,134,235
The accompanying notes are a part of the consolidated financial statements.
A-3
Supreme Industries, Inc. And Subsidiaries
Consolidated Statements Of Stockholders' Equity
for the years ended December 31, 1997, 1996 and 1995
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Common Stock Class B Common Stock Additional Retained Treasury
Shares Amount Shares Amount Paid-In-Capital Earnings Stock Total
Balance, January 1,
1995 5,714,986 $ 571,499 1,715,150 $ 171,515 $ 10,953,544 $ 8,455,071 $ (156,486) $ 19,995,143
Net income - - - - - 7,240,000 - 7,240,000
Conversion of
77,268 shares of
Class B Common
Stock to Class A
Common Stock 77,268 7,727 (77,268) (7,727) - - - -
Conversion of
$1,500,000 face
amount of 8.6%
convertible Series
B notes 316,455 31,645 - - 1,468,355 - - 1,500,000
Exercise of stock
options 17,400 1,740 - - 65,998 - - 67,738
10% Common Stock
dividend 612,501 61,250 163,781 16,378 6,423,524 (6,501,152) - -
--------- --------- ---------- --------- ------------ ----------- --------- ------------
Balance, December 31,
1995 6,738,610 673,861 1,801,663 180,166 18,911,421 9,193,919 (156,486) 28,802,881
Net income - - - - - 5,086,944 - 5,086,944
Conversion of
398,688 shares
of Class B Common
Stock to Class A
Common Stock 398,688 39,869 (398,688) (39,869) - - - -
Conversion of
$1,134,428 face
amount of 8.6%
convertible
Series B notes 263,262 26,326 - - 1,108,102 - - 1,134,428
Exercise of stock
options 30,508 3,058 - - 52,307 - - 55,365
Exercise and
exchange of
warrants 581,627 58,163 - - 3,829,757 (3,051,930) - 835,990
Acquisition of
17,100 shares of
treasury stock - - - - - - (94,050) (94,050)
--------- -------- ---------- --------- ---------- ---------- ----------- ----------
Balance, December 31,
1996 8,012,767 801,277 1,402,975 140,297 23,901,587 11,228,933 (250,536) 35,821,558
Net income - - - - - 8,555,219 - 8,555,219
Exercise of stock
options 21,505 2,150 - - 71,817 - - 73,967
5% Common Stock
dividend - May 400,909 40,091 70,149 7,015 3,338,623 (3,385,729) - -
5% Common Stock
dividend -
November 420,809 42,081 73,649 7,365 4,431,222 (4,480,668) - -
--------- --------- --------- --------- ------------ ------------ ---------- ------------
Balance, December 31,
1997 8,855,990 $ 885,599 1,546,773 $ 154,677 $ 31,743,249 $ 11,917,755 $ (250,536) $ 44,450,744
--------- --------- --------- --------- ------------ ------------ ---------- ------------
--------- --------- --------- --------- ------------ ------------ ---------- ------------
</TABLE>
The accompanying notes are a part of the consolidated financial statements.
A-4
Supreme Industries, Inc. And Subsidiaries
Consolidated Statements Of Cash Flows
for the years ended December 31, 1997, 1996 and 1995
1997 1996 1995
Cash flows from operating activities:
Net income $ 8,555,219 $ 5,086,944 $ 7,240,000
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 2,581,650 1,963,497 1,772,421
Amortization of intangibles 203,309 203,310 203,310
Provision for losses on
doubtful receivables 54,954 184,273 317,885
Deferred income taxes 78,000 (26,000) 45,000
(Gain) loss on sale of
property, plant and equipment 47,234 (11,403) (20,852)
Changes in operating assets and
liabilities, excluding effects
of acquisition in 1996:
Accounts receivable (6,686,762) (404,085) (996,010)
Inventories (7,196,079) (943,429) (428,751)
Other current assets (380,205) 41,246 (220,504)
Trade accounts payable 3,654,109 435,176 (1,057,732)
Other current liabilities 3,738,742 1,018,994 (757,034)
--------- --------- ---------
Net cash provided by
operating activities 4,650,171 7,548,523 6,097,733
--------- --------- ---------
Cash flows from investing activities:
Acquisition of business - (221,725) -
Additions to property, plant and
equipment (5,867,622) (6,874,667) (5,849,425)
Proceeds from sale of property,
plant and equipment 107,934 32,347 108,811
Increase in other assets (40,744) (125,640) (38,107)
--------- --------- ---------
Net cash (used in)
investing activities (5,800,432) (7,189,685) (5,778,721)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from revolving line of
credit and other long-term debt 84,443,759 69,494,785 68,634,487
Repayments of revolving line of
credit and other long-term debt (83,429,099) (70,536,990) (69,188,217)
Proceeds from exercise of stock
options and warrants 73,967 891,355 67,738
Acquisition of treasury stock - (94,050) _
---------- ---------- ----------
Net cash provided by
(used in) financing
activities 1,088,627 (244,900) (485,992)
---------- ---------- ----------
Increase (decrease) in cash and cash
equivalents (61,634) 113,938 (166,980)
Cash and cash equivalents, beginning
of year 220,678 106,740 273,720
--------- --------- ---------
Cash and cash equivalents, end of year $ 159,044 $ 220,678 $ 106,740
--------- --------- ---------
--------- --------- ---------
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest, net of capitalized
interest in 1996 and 1995 $ 1,500,077 $ 1,517,102 $ 1,777,487
Income taxes 5,731,640 2,876,442 5,577,560
Noncash investing and financing
activities:
Common Stock dividends 7,866,397 - 6,501,152
Conversion of convertible notes
to shares of Class A Common
Stock - 1,134,428 1,500,000
Conversion of Class B Common
Stock to Class A Common Stock - 39,869 7,727
Exchange of warrants for Class A
Common Stock - 428,340 -
The accompanying notes are a part of the consolidated financial statements.
A-5
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements
A. NATURE OF OPERATIONS AND ACCOUNTING POLICIES.
Supreme Industries, Inc. and its subsidiaries (collectively the
"Company") manufacture specialized truck bodies that are mounted on new
truck chassis produced by others. The Company's truck body products
include cut-away and dry freight van bodies, refrigerated units, stake
bodies and other specialized trucks. The Company also manufactures
shuttle buses and trailers. At December 31, 1997, the Company has 15
manufacturing, distribution and supply facilities in the United States
and a captive hardwood flooring supply facility in Honduras. The
Company's customers are located principally in the United States.
The following is a summary of the significant accounting policies used in
the preparation of the accompanying consolidated financial statements:
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of Supreme Industries, Inc. and its
wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Revenue Recognition and Concentration of Credit Risk - The production
of specialized truck bodies and shuttle buses starts when an order is
received from the customer. Revenue is recognized when the unit is
shipped to the customer. Concentration of credit risk is limited due
to the large number of customers and their dispersion among many
different industries and geographic regions. The Company performs an
ongoing credit evaluation of its customers' financial condition, and
credit is extended to customers on an unsecured basis. Future credit
losses are provided for currently through the allowance for doubtful
accounts and actual credit losses are charged to the allowance when
incurred.
Cash and Cash Equivalents - The Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
Fair Value of Financial Instruments - The carrying amounts of cash and
cash equivalents, accounts receivable and trade accounts payable
approximated fair value as of December 31, 1997 and 1996, because of
the relatively short maturities of these instruments. The carrying
amount of long-term debt, including current maturities, approximated
fair value as of December 31, 1997 and 1996, based upon terms and
conditions available to the Company at those dates in comparison to
terms and conditions of the long-term debt.
Inventories - Inventories are stated at the lower of cost or market,
with cost determined using the first-in, first-out method.
A-6
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements
A. NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.
Property, Plant and Equipment - Property, plant and equipment are
recorded at cost. For financial reporting purposes, depreciation is
provided based on the straight-line method over the estimated useful
lives of the assets. Amortization of leasehold improvements, for
financial reporting purposes, is determined by the straight-line method
over the lesser of the useful life of the asset or term of the lease.
Upon sale or other disposition of assets, the cost and related
accumulated depreciation and amortization are removed from the accounts
and any resulting gain or loss is reflected in operations.
Expenditures for maintenance and repairs are charged to operations as
incurred. Maintenance and repair expenses were $2,659,338, $1,972,189
and $1,865,031 for the years ended December 31, 1997, 1996 and 1995,
respectively. Betterments and major renewals are capitalized and
recorded in the appropriate asset accounts.
Capitalized Interest - Interest costs capitalized during the
construction period of new buildings, machinery and equipment were
$199,000 and $200,000 for the years ended December 31, 1996 and 1995,
respectively.
Intangible Assets - Intangible assets consist of goodwill - $3,379,031
and patents - $325,000, and are recorded at cost and shown net of
accumulated amortization. Amortization of goodwill is provided using
the straight-line method over the estimated benefit period (16 to 25
years), and patents are amortized over seven years using the
straight-line method. Accumulated amortization at December 31, 1997
and 1996 was $1,998,646 and $1,795,337, respectively.
Warranty - Estimated warranty costs are provided at the time of sale
and are based upon historical experience and have averaged less than
one percent (1%) of net sales.
Income Taxes - Deferred income taxes are determined using the
liability method.
Use of Estimates in the Preparation of Financial Statements - The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
A-7
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
A. NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.
Evaluation of Impairment of Long-Lived Assets - In accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of," the Company evaluates the carrying value of long-lived
assets whenever significant events or changes in circumstances indicate
the carrying value of these assets may be impaired. The Company
evaluates potential impairment of long-lived assets by comparing the
carrying value of the assets to the expected net future cash inflows
resulting from use of the assets. Management believes that no
impairment of long-lived assets has occurred.
Stock-Based Compensation - The Company has adopted the disclosure only
provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" and, accordingly, accounts
for its stock option plan under the provisions of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Earnings Per Share - The Company has adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share," retroactively for all periods presented. SFAS No. 128
requires the Company to present "basic" and "diluted" earnings per
share. Basic earnings per share is computed by dividing net income by
the weighted average number of shares of common stock outstanding
during the period. Diluted earnings per share gives effect to all
potentially dilutive securities that were outstanding during the
period. The Company's diluted earnings per share is computed as
follows:
Years Ended December 31,
1997 1996 1995
Net income $8,555,219 $5,086,944 $7,240,000
Interest expense reduction,
net of tax, from assumed
conversion of convertible
notes - 22,705 130,543
---------- ---------- ----------
Net income as adjusted $8,555,219 $5,109,649 $7,370,543
---------- ---------- ----------
---------- ---------- ----------
Weighted average number of
shares outstanding (used
in computation of basic
Earnings Per Share) 10,359,411 9,977,800 9,023,532
Effect of dilutive
securities:
Options and warrants 86,461 284,383 451,967
Convertible notes - 112,610 658,736
---------- --------- ---------
Diluted shares outstanding
(used in computation of
diluted Earnings Per Share) 10,445,872 10,374,793 10,134,235
---------- ---------- ----------
---------- ---------- ----------
The computations of the number of common shares used in the determination of
both basic and diluted earnings per share give retroactive recognition to the
two (2) 5% common stock dividends declared and paid in 1997.
A-8
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
A. NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Concluded.
New Accounting Pronouncement - In June 1997, the Financial Accounting
Standards Board issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information." The Statement changes the manner
in which public companies report segment information in annual reports
and requires companies to report selected segment information in
interim financial reports. Companies will be required to report
financial and descriptive information about the company's operating
segments. The Statement is effective for fiscal years beginning after
December 15, 1997, with reclassification of the financial statements
for earlier periods required for comparative purposes. In the year of
adoption, companies will not be required to disclose interim period
information. The Company is reviewing this pronouncement and will
implement any changes required at December 31, 1998.
B. INVENTORIES.
Inventories consist of the following:
1997 1996
Raw materials $ 16,896,669 $ 12,076,089
Work-in-progress 4,553,082 3,138,668
Finished goods 6,955,035 5,993,950
------------ ------------
Total $ 28,404,786 $ 21,208,707
------------ ------------
------------ ------------
C. PROPERTY, PLANT AND EQUIPMENT.
Property, plant and equipment consists of the following:
1997 1996
Land and improvements $ 3,294,309 $ 2,901,754
Buildings and improvements 12,868,407 10,640,300
Leasehold improvements 5,966,798 5,582,044
Machinery and equipment 22,424,580 17,885,392
Construction in progress 1,529,250 3,666,383
------------ ------------
46,083,344 40,675,873
Less, Accumulated depreci-
ation and amortization 16,522,903 14,246,236
------------ ------------
Property, plant and
equipment, net $ 29,560,441 $ 26,429,637
------------ ------------
------------ ------------
A-9
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
D. LONG-TERM DEBT.
Long-term debt consists of the following:
1997 1996
Revolving line of credit $ 12,727,823 $ 9,104,791
Term note 1,333,317 2,333,325
Obligations under industrial
development revenue bonds,
variable rates, with
maturities in August 2010
and April 2011,
collateralized by specific
real estate 3,676,723 3,901,122
Real estate mortgages, fixed
rates (6.36% to 8.10%), with
various maturities from May
1998 to July 2001 1,741,532 3,125,497
------------ ------------
Total 19,479,395 18,464,735
Less, Current
maturities 2,119,692 2,355,955
------------ ------------
Long-term debt $ 17,359,703 $ 16,108,780
------------ ------------
------------ ------------
A-10
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued.
D. LONG-TERM DEBT, Concluded.
The revolving line of credit, term note and a letter of credit facility
are part of a master credit agreement (the "Credit Agreement"). All
borrowings under the Credit Agreement are unsecured. The Credit Agreement
provides for a revolving line of credit of up to $14 million and
increasing to $20 million during the period each year from February 1 to
June 30. Interest on outstanding borrowings under the revolving line of
credit is based on the bank's prime rate or certain basis points above
the LIBOR rate depending on the pricing option selected and the Company's
leverage ratio, as defined. The weighted average interest rate on
borrowings outstanding at December 31, 1997 and 1996 was 7.4% and 7.2%,
respectively. The revolving line of credit also requires a commitment
fee ranging from 3/16% to 1% per annum depending on the Company's
leverage ratio and based upon the annualized average unused portion. All
amounts outstanding under the revolving line of credit will be due at
maturity, April 30, 1999. The term note provides for monthly payments of
$83,333 plus interest through April 1999. Interest on the term note is
based on a fixed rate of 6.4%. The Credit Agreement makes letters of
credit available up to $5 million.
Outstanding letters of credit, which reduce availability under the
revolving line of credit, aggregated $1.2 million and $1.7 million at
December 31, 1997 and 1996, respectively. Under a separate agreement,
the Company has an outstanding $3.0 million irrevocable letter of credit
in favor of the bond trustee as a credit enhancement for bondholders of
one of the industrial development revenue bonds.
The Credit Agreement contains, among other matters, certain restrictive
covenants including maintenance of a minimum consolidated tangible net
worth of $22 million plus 50% of cumulative net income of the Company, as
defined, after December 31, 1995 ($28.8 million at December 31, 1997),
minimum consolidated working capital of $8 million, required financial
ratios and restrictions on capital expenditures and dividend payments.
The Company's cash management system and revolving line of credit are
designed to maintain zero cash balances and, accordingly, checks
outstanding in excess of bank balances are classified as additional
borrowings under the revolving line of credit. Checks outstanding in
excess of bank balances at December 31, 1997 and 1996 aggregated
$4,228,000 and $1,905,000, respectively.
The Company's previously outstanding 8.6% convertible Series B notes
were converted into 263,262 shares of Class A Common Stock on
May 21, 1996 at a conversion price of $4.31. The subordinated debt was
payable to a related party (an entity which already had a direct and
beneficial ownership interest in the Company's Common Stock).
Maturities of long-term debt for each of the next five years are as
follows: 1998 - $2,119,692; 1999 - $13,719,785; 2000 - $315,000;
2001 - $648,195 and 2002 - $233,333.
A-11
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
E. RETIREMENT PLAN.
The Company maintains a defined contribution plan which covers
substantially all employees of the Company and its participating
subsidiaries who have reached the age of twenty-one years and have
completed one year of credited service. The plan provides that eligible
employees can contribute from one to fifteen percent of their annual
compensation and the Company will match twenty-five percent (fifteen
percent prior to December 1, 1997) of employees' contributions up to six
percent of the employees' compensation. The Board of Directors may
increase or decrease the Company's contribution on a year-by-year basis.
Expense related to this plan for the years ended December 31, 1997, 1996
and 1995 was $172,740, $147,762 and $149,249, respectively.
F. STOCKHOLDERS' EQUITY.
Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred stock
($1 par value), of which none has been issued. The Board of Directors is
vested with the authority to determine and state the designations and
relative preferences, limitations, voting rights, if any, and other
rights of the preferred shares.
Common Stock
On April 29, 1997, the Board of Directors declared a 5% common stock
dividend paid on May 19, 1997, to stockholders of record on May 12, 1997,
and on October 29, 1997, the Board of Directors declared a 5% common
stock dividend paid on November 17, 1997, to stockholders of record on
November 10, 1997. All per share data have been adjusted to reflect the
stock dividends on a retroactive basis.
Convertible Class B Common Stock
Class B Common Stock is convertible into Class A Common Stock on a
one-for-one basis. Holders of Class A Common Stock are entitled to elect
one-third of the Board of Directors, rounded to the lowest whole number.
Holders of Class B Common Stock elect the remainder of the directors.
A-12
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
F. STOCKHOLDERS' EQUITY, Continued.
Stock Options
During 1992, the Company adopted a 1992 Stock Option Plan (the "1992
Plan") under which 363,825 (adjusted for all subsequent stock dividends)
shares of Class A Common Stock were reserved for grant. Under the terms
of the 1992 Plan, both incentive stock options and non-statutory stock
options can be granted by a specially designated Stock Option Committee.
No options may be exercised during the first year after the date of
grant. Options are exercisable cumulatively in three installments of
33 1/3% each year thereafter. Options granted under the 1992 Plan
expire five years after the date of grant.
The following table summarizes stock option activity:
Number Exercise
of Shares Price*
Outstanding, January 1, 1995 214,037 $1.03 to $4.95
Exercised (21,100) 3.21
--------
Outstanding, December 31, 1995 192,937 3.43
Granted 55,119 6.46
Exercised (33,714) 1.64
--------
Outstanding, December 31, 1996 214,342 4.49
Granted 2,205 6.58
Exercised (23,042) 3.21
Expired or canceled (5,842) 5.20
--------
Outstanding, December 31, 1997 187,663 4.65
--------
--------
* The exercise prices presented for 1997 and 1996 represent the
weighted-average exercise prices in accordance with Statement
of Financial Accounting Standards No. 123. Amounts for 1995
represent the range of exercise prices in accordance with
Accounting Principles Board Opinion No. 25.
As of December 31, 1997, 122,542 shares were reserved for the granting of
future stock options, compared to 118,905 shares at December 31, 1996.
Options outstanding at December 31, 1997 are exercisable at prices
ranging from $2.04 to $6.58 and have a weighted-average remaining
contractual life of 1.6 years. Information about stock options
outstanding and exercisable at December 31, 1997 is as follows:
Options Outstanding Options Exercisable
Number Weighted - Number
Outstanding Average Weighted - Exercisable Weighted -
At Remaining Average At Average
Range of December 31, Contractual Exercise December 31, Exercise
Exercise Price 1997 Life Price 1997 Price
$2.04 - $4.43 114,354 .73 years $3.73 114,354 $3.73
$4.44 - $6.58 73,309 2.97 years 6.09 35,828 5.69
------- -------
187,663 150,182
------- -------
------- -------
A-13
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
F. STOCKHOLDERS' EQUITY, Concluded.
At December 31, 1996 and 1995 there were exercisable options outstanding
to purchase 153,170 and 130,653 shares at a weighted-average exercise
price of $3.76 and $3.21, respectively.
The weighted-average grant-date fair values of options granted during the
years ended December 31, 1997 and 1996 were $2.48 and $2.41, respectively.
Had the Company adopted the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income and net income per
share would have been:
1997 1996
Pro forma net income $8,538,715 $5,077,656
Pro forma earnings per share:
Basic .82 .51
Diluted .82 .49
The pro forma amounts shown above and the weighted-average grant-date
fair values of options granted were estimated using the Black-Scholes
option-pricing model with the following assumptions:
1997 1996
Risk free interest rate 6.5% 6.3%
Expected life 5 years 5 years
Expected volatility 28.4% 28.4%
Expected dividends - -
Callable Warrants
At December 31, 1995, the Company had 2,480,762 outstanding 1993 Callable
Warrants. Each 1993 Callable Warrant entitled the holder to purchase .55
share of Class A Common Stock at an exercise price of $5.45 per whole
share. Effective February 16, 1996, the Board of Directors modified the
exercise provisions of the warrants to allow warrant holders the option
of exchanging 5 warrants for 1 share of Class A Common Stock or to
satisfy the exercise price in cash. During the year ended December 31,
1996, 278,702 warrants were exercised for cash, 2,141,705 warrants were
exchanged for Class A Common Stock on a 5 warrants for 1 share basis and
60,355 warrants expired on June 9, 1996.
A-14
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
G. INCOME TAXES.
Income taxes consist of the following:
1997 1996 1995
Federal:
Current $ 4,441,000 $ 3,051,000 $ 3,953,000
Deferred 63,000 (21,000) 37,000
----------- ----------- -----------
4,504,000 3,030,000 3,990,000
----------- ----------- -----------
State:
Current 1,058,000 646,000 951,000
Deferred 15,000 (5,000) 8,000
----------- ----------- -----------
1,073,000 641,000 959,000
----------- ----------- -----------
Total $ 5,577,000 $ 3,671,000 $ 4,949,000
----------- ----------- -----------
----------- ----------- -----------
The components of the net deferred tax asset and the net deferred tax
liability were as follows:
1997 1996
Current deferred tax asset:
Accounts reveivable $ (148,983) $ 166,099
Inventories 230,577 220,134
Accrued liabilities 840,035 641,527
Other 52,028 15,306
----------- -----------
Deferred tax asset $ 973,657 $ 1,043,066
----------- -----------
----------- -----------
Long-term deferred tax liability:
Depreciation $ 900,605 $ 838,650
Other (1,780) 51,584
----------- -----------
Deferred tax liability $ 898,825 $ 890,234
----------- -----------
----------- -----------
A reconciliation of the provision for income taxes to the amount computed
by applying the statutory Federal income tax rate (35% in 1997, 34% in
1996 and 35% in 1995) to income before income taxes is as follows:
1997 1996 1995
Income taxes at statutory
rate $ 4,946,300 $ 2,977,700 $ 4,266,200
State income taxes, net
of federal benefit 697,500 423,100 623,300
Amortization of goodwill 36,900 35,800 36,900
Loss of Honduran subsidiary
(operating in government
free zone) with no tax
benefit - 98,000 -
Other (103,700) 136,400 22,600
----------- ----------- -----------
Total $ 5,577,000 $ 3,671,000 $ 4,949,000
----------- ----------- -----------
----------- ----------- -----------
A-15
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
H. ACQUISITIONS.
On February 28, 1996, the Company acquired the business operations and
operating assets, including the Freedom One (trademark) brand name, of
SD Enterprises, Inc., an Elkhart, Indiana company that converts minivans
for use by wheelchair-bound drivers and passengers. The cash purchase
price of $221,725 approximated the fair value of the acquired assets.
This acquisition was accounted for as purchase, and the net assets and
results of operations have been included in the Company's consolidated
financial statements from the acquisition date. Pro forma financial
information has not been presented as it is not materially different from
the Company's historical results.
I. COMMITMENTS AND CONTINGENCIES.
Lease Commitments
The Company leases certain office and manufacturing facilities under
operating lease agreements which expire at various dates through May
2002. Certain of the lease agreements are with related parties for which
related party rent expense was $478,162 for each of the years ended
December 31, 1997, 1996 and 1995.
The rent expense under all operating leases aggregated $1,004,762,
$1,139,210 and $1,027,606 for the years ended December 31, 1997, 1996 and
1995, respectively.
At December 31, 1997, future minimum annual rental payments under
noncancelable operating leases aggregated $2,151,000, and are payable as
follows: 1998 - $977,000; 1999 - $765,000; 2000 - $353,000;
2001 - $43,000; 2002 - $13,000.
Obligation To Purchase Consigned Inventories
The Company obtains vehicle chassis for its truck, bus and specialized
vehicle products directly from the chassis manufacturer under converter
pool agreements. Chassis are obtained from the manufacturers based on
orders from customers, and to a lesser extent, for unallocated orders.
Although each manufacturer's agreement has different terms and
conditions, the agreements generally provide that the manufacturer will
provide a supply of chassis to be maintained from time to time at the
Company's various production facilities under the conditions that the
Company will store such chassis and will not make any additions or
modifications to such chassis and will not move, sell or otherwise
dispose of such chassis, except under the terms of the agreement. The
manufacturer does not transfer the certificate of origin to the Company
and, accordingly, the Company accounts for the chassis as consigned
inventory belonging to the manufacturer. Under these agreements if the
chassis is not delivered to a customer within 90 days of delivery to the
Company, the Company is required to pay a finance charge on the chassis.
At December 31, 1997 and 1996, chassis inventory, accounted for as
consigned inventory to the Company by the manufacturers, aggregated $28.2
million and $20.6 million, respectively. Typically, chassis are
converted and delivered to customers within 90 days of the receipt of
the chassis by the Company.
A-16
Supreme Industries, Inc. And Subsidiaries
Notes To Consolidated Financial Statements, Concluded
I. COMMITMENTS AND CONTINGENCIES, Concluded.
Self-Insurance
The Company is self-insured for a portion of product liability ($100,000
per occurrence with an annual aggregate of $500,000), certain employee
health beneifts ($75,000 annually per employee with an aggregate of
approximately $2,000,000) and workers' compensation in certain states
($250,000 per occurrence with an annual aggregate of approximately
$3,500,000). The Company accrues for the estimated losses occurring from
both asserted and unasserted claims. The estimate of the liability for
unasserted claims arising from incurred but not reported claims is based
on an analysis of historical claims data.
Other
The Company is subject to various investigations, claims and legal
proceedings covering a wide ragne of matters that arise in the ordinary
course of its business activities. Each of these matters is subject to
various uncertainties, and it is possible that some of these matters may
be resolved unfavorably to the Company. The Company has estiblished
accruals for matters that are probable and reasonably estimable.
Management believes that any liability that may ultimately result from
the resolution of these matters in excess of accruals and or amounts
provided by insurance coverage will not have a material adverse effect on
the consolidated financial position or resluts of operation of the
Company.
A-17
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Stockholders and Board of Directors of
Supreme Industries, Inc.
Our report on the consolidated financial statements of Supreme Industries,
Inc. and subsidiaries is included on page A-1 of this Form 10-K. In
connection with our audits of such consolidated financial statements, we have
also audited the related financial statement schedule listed in Item 14(a)(2)
of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
January 30, 1998
S-1
SUPREME INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
Column B Column C
Balance At Charged Column E
Column A Beginning To Costs Column D Balance At
Description Of Period And Expenses Deductions End of Period
Year Ended December 31,
1997:
Reserves and
allowances deducted
from asset accounts:
Allowance for
doubtful
receivables: $ 555,000 $ 55,000 $ 55,000 (1) $ 555,000 (2)
Year Ended December 31,
1996:
Reserves and
allowances deducted
from asset accounts:
Allowance for
doubtful
receivables: $ 555,000 $ 184,000 $ 184,000 (1) $ 555,000 (2)
Year Ended December 31,
1995:
Reserves and
allowances deducted
from asset accounts:
Allowance for
doubtful
receivables: $ 630,000 $ 318,000 $ 393,000 (1) $ 555,000 (2)
(1) Uncollectible accounts written off, net of recoveries.
(2) Reflected in the consolidated balance sheet as follows: deducted from
accounts receivable - $430,000 and deducted from other receivables
included in other assets - $125,000.
S-2
SIGNATURES
Pursuant to the requirements of the Section 13 and 15(d) 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 authorize.
SUPREME INDUSTRIES, INC.
Date: March 30, 1998 By: /s/Herbert M. Gardner
Herbert M. Gardner, Chairman
of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.
/s/Herbert M. Gardner Chairman of the Board March 30, 1998
Herbert M. Gardner and President (Principal
Executive Officer)
/s/Omer G. Kropf Executive Vice President March 30, 1998
Omer G. Kropf and Director
/s/William J. Barrett Secretary, Assistant March 30, 1998
William J. Barrett Treasurer and Director
/s/Robert W. Wilson Executive Vice President March 30, 1998
Robert W. Wilson Treasurer, Chief Financial
Officer and Director
(Principal Financial and
Accounting Officer)
/s/Robert J. Campbell Director March 30, 1998
Robert J. Campbell
/s/Thomas Cantwell Director March 30, 1998
Thomas Cantwell
/s/Rice M. Tilley, Jr. Assistant Secretary March 30, 1998
Rice M. Tilley, Jr.
/s/H. Douglas Schrock Director March 30, 1998
H. Douglas Schrock
/s/Rick L. Horn Director March 30, 1998
Rick L. Horn
INDEX TO EXHIBITS
Exhibit Description
3.1 Certificate of Incorporation of the Company, filed as Exhibit 3(a)
to the Company's Registration Statement on Form 8-A, filed with the
Commission on September 18, 1989, and incorporated herein by
reference.
3.2 Certificate of Amendment of Certificate of Incorporation of the
Company filed with the Secretary of State of Delaware on June 10,
1993 filed as Exhibit 3.2 to the Company's annual report on Form
10-K for the fiscal year ended December 31, 1993, and incorporated
herein by reference.
3.3 Certificate of Amendment of Certificate of Incorporation of the
Company filed with the Secretary of State of Delaware on May 29,
1996 filed as exhibit 3.3 to the Company's annual report on Form
10-K for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
3.4 Bylaws of the Company, filed as Exhibit 3(b) to the Company's
Registration Statement on Form 8-A, filed with the Commission on
September 18, 1989, and incorporated herein by reference.
4.1 Credit Agreement dated as of April 25, 1994, between the Company,
Supreme Corporation, and NBD Bank and signed in connection with
certain long-term indebtedness, filed as Exhibit 4.25 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1994, and incorporated herein by reference.
4.2 First Amendment to Credit Agreement dated April 25, 1994 filed as
exhibit 4.2 to the Company's annual report on form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein by
reference.
4.3 Second Amendment to Credit Agreement dated April 25, 1994 filed as
exhibit 4.3 to the Company's annual report on form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein by
reference.
10.1 The Company's 1992 Stock Option Plan, filed as Exhibit 10.7 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1992, and incorporated herein by reference.
10.2 Form of Stock Option grant agreement used to evidence options
granted under the Company's 1992 Stock Option Plan, filed as
Exhibit 10.8 to the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1992, and incorporated herein by
reference.
10.3 Inventory Loan and Security Agreement dated October 12, 1988, among
General Motors Acceptance Corporation and the Company, its
subsidiaries, and certain subsidiaries of Supreme Corporation, filed
as Exhibit 10.19 to the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1988, and incorporated herein by
reference.
10.4 Form of Demand Promissory Note dated September 28, 1988, from the
Company, and relating to the Agreement described 10.3 above, filed
as Exhibit 10.20 to the Company's annual report on Form 10-K for
the fiscal year ended December 31, 1988, and incorporated herein
by reference.
10.5 Intercreditor Agreement dated as of December 31, 1991, among General
Motors Acceptance Corporation and Congress Financial Corporation,
and relating to the Agreement described in 10.3 above filed as
Exhibit 10.14 to the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1991, and incorporated herein by
reference.
10.6 Pool Company Wholesale Finance Plan Application for Wholesale
Financing and Security Agreements, dated December 5, 1990, among
Ford Motor Credit Company and each of Supreme Corporation, Supreme
Truck Bodies of California, Inc., Supreme Corporation of Texas, and
Supreme Mid-Atlantic Corporation, filed as Exhibit 10.15 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by reference.
10.7 Lease dated July 25, 1988, between Supreme Corporation and G-2,
Ltd., a Texas limited partnership, relating to Supreme Corporation's
Goshen, Indiana facilities, filed as exhibit 10.22 to the Company's
annual report on Form 10-K for the fiscal year ended
December 31, 1988, and incorporated herein by reference.
10.8 Lease dated July 25, 1988, between Supreme Corporation and G-2,
Ltd., a Texas limited partnership, relating to Supreme Corporation's
Griffin, Georgia facilities, filed as Exhibit 10.23 to the Company's
annual report on Form 10-K for the fiscal year ended December 31,
1988, and incorporated herein by reference.
10.9 Lease dated August 27, 1990, between Supreme Truck Bodies of
California, Inc. and Edgar Maas, individually and as Trustee of the
Marsha Maas Testamentary Trust, relating to Supreme Corporation's
Riverside, California facility, filed as Exhibit 10.19 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by reference.
10.10 License Agreement dated to be effective November 5, 1992, between
Supreme Corporation as licensee and ACCGRUPPENAB, a Swedish
Corporation, as licensor, with respect to certain know-how and
patent rights, filed as exhibit 10.19 to the Company's annual report
on Form 10-K for the fiscal year ended December 31, 1993, and
incorporated herein by reference.
10.11 Employment Contract dated to be effective May 1, 1993, between
Supreme Corporation and Omer G. Kropf filed, as Exhibit 10.20 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference.
10.12 Consulting Agreement dated to be effective January 1, 1993, between
the Company and William J. Barrett, filed as Exhibit 10.21 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference.
10.13 Consulting Agreement dated to be effective January 1, 1993, between
the Company and Herbert M. Gardner, filed as Exhibit 10.22 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference.
10.14 Consulting Agreement dated to be effective April 15, 1993, between
the Company and Rice M. Tilley, Jr., filed as Exhibit 10.23 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference.
10.15 Consulting Agreement dated to be effective April 15, 1993, between
the Company and H. Douglas Schrock, filed as Exhibit 10.24 to the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference.
10.16 Employment Contract dated to be effective January 1, 1998, between
Supreme Corporation and Robert W. Wilson.
21.1 Subsidiaries of the Company.
23.1 Consent of Independent Accountants.
Exhibit 10.16
Employment Contract
Supreme Corporation
(Robert W. Wilson)
This Contract is entered into between Supreme Corporation, a Texas
corporation (hereafter called "Company"), and Robert W. Wilson (hereafter
called "Employee").
Company is engaged in the business of manufacturing and selling
specialized truck bodies. Company desires to obtain the services of
Employee as one of its key executives, and Employee is willing and able to
perform in that capacity.
Accordingly, in consideration of the mutual covenants herein contained,
the parties to this Contract agree as follows:
1. Employment. Company hereby employs Employee, and Employee hereby
accepts such employment from Company, pursuant to those provisions herein
contained.
2. Term of Employment. Subject to the provisions for termination
hereafter provided, the term of this Contract shall be for a term beginning
on January 1, 1998, and ending on December 31, 2000.
3. Duties of Employee. Employee is employed as Vice President-Finance,
Treasurer, and Assistant Secretary of Company. It is understood and agreed
that Employee is subject to the direction and control of Company's Board of
Directors, as required by the Texas Business Corporation Act, and as a result
Employee shall, if required by Company's Board of Directors during the term
of this Contract, serve in any other executive capacity considering his
experience and performance record to date with Company. Employee shall
devote substantially all of his time, attention, best efforts, and energy to
the business of Company, and may not, during the term of this Contract, be
engaged in any other material business activities which interfere with his
ability to carry out his obligations hereunder. However, such restriction
shall not be construed as preventing Employee from making investments in
(non-competitive) business enterprises so long as Employee will not be
required to render personal services to any such business enterprises during
Employee's normal business hours with Company.
4. Compensation. To the extent Employee continues to comply with all of
the provisions of this Contract (including the covenants referenced in
paragraph 8 below and contained in Exhibits "A" and "B" attached hereto):
a. Base Salary. Company shall pay to Employee a minimum base salary of
$110,000 per year payable $9,166.66 per month (from which federal withholding
and social security taxes will be deducted) in the same manner as monthly
salary payments are paid to other key executives of Company; and
b. Pre-Tax Bonus. It is anticipated that at the end of each calendar
year, approval of the Board of Directors will be requested by the President
of the Company for distribution from the Company's Bonus Payment Plan, the
amount of which will be dependent upon the operating results of the Company
for that year. In such event (and assuming approval by the Board of Directors
of the portion of the bonus recommended to be distributed to Employee),
Employee shall be entitled to receive, in addition to the base salary
referred to above, a pre-tax bonus in the amount so approved by the Board of
Directors.
c. Increases. The Board of Directors of Company may, at any time,
elect to increase Employee's base salary and/or pre-tax bonus above the
amounts referred to in subparagraphs "a" and "b" above.
5. Fringe Benefits. During the period that Employee continues to
comply with all of the provisions of this Contract, Employee shall receive
the following fringe benefits:
a. Business Expenses. Employee may incur reasonable expenses, as
determined by Company's President, in connection with the promotion of
Company's business including expenses for entertainment, travel, and similar
items. Company agrees to reimburse Employee for all such reasonable expenses
upon the presentation by Employee, from time to time as required by Company,
of an itemized account of such expenditures; provided, however, Employee
shall not expend any sums in excess of those amounts permitted by the
Internal Revenue Code of 1986, as amended, without prior written approval
from Company's President;
b. Medical Benefits. Employee may receive the same rights as have been
given to Company's employees of like stature and caliber as to group
hospitalization, accident, and major medical benefits for himself and the
members of his family, except that Employee shall be under the same
obligation to pay his pro-rata portion of such benefits as all other of
Company's employees in the event he desires to receive such benefits;
c. Paid Vacation. Each calendar year (or proportion thereof), Employee
may take a vacation of four (4) weeks during which time his compensation
shall be paid in full;
d. Automobile. Company shall provide an automobile for Employee's use
in connection with the services to be rendered by Employee to Company.
Company shall pay or reimburse Employee for maintenance and repair expenses
of the automobile upon submission of vouchers or itemized lists of such
expenses prepared in compliance with Company's policy. For so long as
Company owns (or leases) the automobile, Company shall insure the automobile
with the same automobile insurance company coverage that is provided for
executive officers of Company. Company agrees that Employee shall be
designated as an additional insured on any Company provided policy providing
liability insurance coverage. In the event the automobile is damaged or
destroyed by reason of accident, theft, vandalism, or otherwise, Employee
will not have any liability to Company for any such loss or damage (including
out-of-pocket deductibles); and
e. Other Benefits. No provision of this Contract shall preclude
Employee from participating in any fringe benefit plan now in effect or
hereafter adopted by Company, but Company shall be under no obligation to
provide for his participation in, or to institute, any such plan or to make
any contribution under any such plan, unless such opportunities are provided
to all Company employees as a group, or to all of Company's senior officers
as a group.
6. Key-Man Insurance. Company may, at any time during the term of this
Contract, apply for and procure as owner, and for its sole benefit, life
insurance on Employee's life in such amounts and in such forms as Company
may select. Employee hereby acknowledges the fact that he will have no
interest whatsoever in any such insurance policy. However, Employee agrees
that he shall, at Company's request, submit to such medical examinations,
supply such information, and execute such documents as may be requested by
the insuring companies.
7. Termination of Employment.
a. By Company.
1) Date of Termination. Company may at any time terminate this
Contract, in which event Employee shall leave the premises on such date (the
"Date of Termination") as is specified by Company in the notice of
termination (which date can be as early as the date of such notice).
2) For Cause. If such termination is "for cause," Company will have no
obligation to pay to Employee any compensation or fringe benefits following
the Date of Termination. For purposes of the preceding sentence, the phrase
"for cause" will be deemed to mean:
a) absence from Company's offices, physical or mental illness, or any
other reason, for any successive period of forty-five (45) days, or for a
total period of ninety (90) days in any one of Company's fiscal years (except
that any vacation periods, travel on Company business, or leaves of absence
specifically granted by Company's Board of Directors shall not be considered
as periods of absence from employment);
b) Employee's commission of an act of gross negligence in the
performance of his duties or obligations hereunder;
c) Employee's commission of any act of fraud, malfeasance, disloyalty,
or breach of trust against the Company, or Employee fails to observe any
covenant referenced in paragraph 8 below or contained in Exhibits "A" or "B"
hereto;
d) Employee's refusal, or substantial inability, to perform the duties
assigned in good faith to him pursuant to paragraph 3 hereof;
e) Employee dies or gives affirmative indication, in the opinion of a
majority of Company's Board of Directors, that he no longer intends to abide
by the terms of this Contract; or
f) Employee is guilty of acts of moral turpitude or dishonesty in
Company's affairs, gross insubordination or the equivalent, or Employee
violates, or fails to comply with, any of the provisions of this Contract.
3) Not For Cause. If such termination is based on any reason other
than "for cause," Company shall be obligated to pay to Employee his base
salary during the remainder of the term of this Contract (on a monthly basis
at the same rate as payable immediately before the Date of Termination). In
addition, within ninety (90) days after the end of the calendar year during
which occurred the event triggering such Date of Termination, Company shall
pay to Employee his Proportionate Share of the pre-tax bonus referred to in
paragraph 4.b. above. For this purpose, Employee's "Proportionate Share"
will be a fraction the numerator of which is the number of days in such
calendar year ending with such Date of Termination and the denominator of
which is the total number of days in such calendar year.
a) Included within the definition of a termination of Employee other
than "for cause" will be a "Change in Control of Company." For purposes of
this Contract, the term "Change in Control of Company" will mean a change in
control of a nature that would be required to be reported in response to Item
5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of
1934 (the "Exchange Act"); provided that, without limitation, such a change
in control will be deemed to have occurred if (Y) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act), other than Company
or any "person" who on the date hereof is a director or officer of Company,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Company representing
25% or more of the combined voting power of Company's then outstanding
securities, or (Z) during any period of two consecutive calendar years during
the term of this Agreement, individuals who at the beginning of such period
constitute the Board of Directors of Company cease for any reason to
constitute at least a majority thereof, unless the election of each director
who was not a director at the beginning of such period has been approved in
advance by directors representing at least two-thirds of the directors then
in office who were directors at the beginning of the period.
b) Company shall transfer the title (free and clear of any liens or
other encumbrances) to any automobile then owned (or leased) for use by, or
otherwise provided to, Employee upon the payment of One Dollar ($1.00) to
Company by Employee.
c) Employee shall not be required to mitigate the amount of any payment
provided for in this subparagraph 3) by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this
subparagraph 3) be reduced by any compensation earned by Employee as the
result of self-employment or employment by another employer.
b. By Employee. If such termination is caused by Employee for any
reason, Company will have no obligation to pay to Employee any compensation
or fringe benefits following the Date of Termination.
8. Disclosure of Confidential Information; Covenant Not To Compete.
Company possesses secret and confidential equipment, techniques, processes,
procedures, technical data and information, and customer lists used or
intended for utilization in its operations of which Employee has obtained or
may obtain knowledge, and Company would suffer serious harm if this
confidential information were disclosed or if Employee used this information
to compete against Company. Further, Employee in the performance of services
hereunder may develop or conceive new and additional inventions and
improvements with respect to such matters. Accordingly, Employee hereby
agrees that simultaneously with the execution of this Contract he shall
execute and deliver to Company and thereafter abide by the terms of a
"Confidentiality Agreement and Covenant Not to Compete" and "Disclosure and
Invention Agreement," copies of each of which are attached hereto
respectively as Exhibits "A" and "B" and incorporated herein by reference.
9. Remedies. Employee agrees that in the event of his breach of his
covenants and agreements contained or referenced in this Contract, Company
shall be entitled to obtain injunctive or similar relief from a court of
competent jurisdiction. The covenants contained in Exhibits "A" and "B"
hereof shall be construed as agreements independent of any other agreements
between Company and Employee, and the existence of any claim or cause of
action of Employee against Company, whether predicated on this Contract or
otherwise, shall not constitute a defense to the enforcement by Company of
those conveyances. Company shall be entitled to reasonable attorneys' fees
and related legal costs in the event of a breach, or attempted breach, of
such covenants by the Employee. The remedies of Company and Employee under
this Contract are cumulative and will not exclude any other remedies to which
any party may be entitled hereunder, including a right of offset, whether at
law or inequity.
10. Notices. All notices allowed or required to be given hereunder
must be in writing and dispatched by United States certified mail, return
receipt requested, to the address of the party entitled to such notice shown
at the end of this Contract. Either party hereto may change the address to
which any such notice is to be addressed by giving notice in writing to the
other party of such change. Any time limitation provided for in this
Contract shall commence with the date that the party actually receives such
written notice, and the date or postmark of any return receipt indicating the
date of delivery of such notice to the addressee shall be conclusive evidence
of such receipt. In addition to the parties hereto, copies of all notices
should be sent to:
Mr. Herbert M. Gardner
26 Broadway, Eighth Floor
New York, NY 10004
Mr. Omer G. Kropf
16500 County Road 38
Goshen, IN 46528
Law, Snakard & Gambill
500 Throckmorton Street, Suite 3200
Fort Worth, TX 76102
Attn: Rice M. Tilley, Jr., Esq.
11. Assignment. Neither Employee nor anyone claiming under him may
commute, encumber, or dispose of the right to receive benefits hereunder.
Such right to receive benefits hereunder is expressly declared to be non-
assignable and non-transferable by Employee, and in the event of any
attempted assignment or transfer, Company shall have no further liability
hereunder; provided, however, the foregoing shall not apply to assignments by
operation of law, such as to a guardian or to an executor of Employee's estate.
12. Waiver. The waiver by Company of Employee's breach of any
provision hereof shall not operate or be construed as a waiver of any
subsequent breach by Employee.
13. Binding Effect. This Contract shall be binding upon the parties
hereto and their heirs, successors, executors, administrators, personal
representatives, and except as provided in paragraph 11, assigns.
14. Survival of Provisions. All provisions of this Contract, including
all representations, warranties, covenants, and agreements contained or
referenced herein, will survive the execution and delivery hereof and any
investigation of the parties with respect thereto. The provisions of
paragraphs 8 and 9, and Exhibits "A" and "B," will survive the termination or
amendment of this Contract.
15. Validity. If any provision of this Contract is held by a court of
law to be illegal or unenforceable, the remaining provisions of the Contract
will remain in full force and effect. In lieu of such illegal or
unenforceable provision, there shall be added automatically as a part of this
Contract a provision as similar in terms to such illegal or unenforceable
provision as may be possible and be legal and enforceable.
16. Amendments. This Contract may be amended at any time and from time
to time in whole or in part by an instrument in writing setting forth the
particulars of such amendment and duly executed by Company and the Employee.
17. Duplicate Originals. This Contract has been executed in duplicate
originals, each of which for all purposes is to be deemed an original, and
all of which constitute, collectively, one agreement; but in making proof of
this Contract, it will not be necessary to produce or account for more than
one such duplicate.
18. Captions. The captions or section headings of this Contract are
provided for convenience and shall not limit or affect the interpretation of
this Contract.
19. Governing Law. This Agreement has been made in, and its validity,
interpretation, construction, and performance shall be governed by and be in
accordance with, the laws of the State of Indiana, without reference to its
laws governing conflicts of law. Each party hereby irrevocably agrees that
any legal action or proceedings with respect to this Agreement may be brought
in the courts of the State of Indiana, or in any United States District Court
of Indiana, and, by its execution and delivery of this Agreement, each party
hereby irrevocably submits to each such jurisdiction and hereby irrevocably
waives any and all objections which it may have as to venue in any of the
above courts. Each party further consents and agrees that any process or
notice of motion or other application to either of said Courts or any judge
thereof, or any notice in connection with any proceedings hereunder, may be
served inside or outside the State of Indiana by registered or certified
mail, return receipt requested, postage prepaid, and be effective as of the
receipt thereof, or in such other manner as may be permissible under the
rules of said Courts.
20. Complete Understanding. This Contract constitutes the complete
understanding between the parties hereto, except as otherwise expressly
provided or referenced herein, with respect to the employment of Employee.
This Contract supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof.
Signed to be effective January 1, 1998.
COMPANY: EMPLOYEE:
SUPREME CORPORATION
By: /s/ Omer G. Kropf /s/ Robert W. Wilson
Omer G. Kropf Robert W. Wilson
President 64803 Cobbler Cove
16500 County Rd. 38 Goshen, IN 46526
P.O. Box 463
Goshen, IN 46528
Exhibit "A"
to
Employment Contract
Confidentiality Agreement and
Covenant Not To Compete
Robert W. Wilson (hereafter called "Employee") has entered into an
Employment Contract with Supreme Corporation, a Texas corporation (hereafter
called "Company"), which is in the business of manufacturing and selling
specialized truck bodies.
By signing this Agreement, Employee acknowledges his understanding of
the following:
A. All companies have information, generally not known outside the
company, called "confidential information." All companies must conduct their
businesses through their employees, and consequently many employees must have
access to confidential information. At times the employee himself may
generate confidential information as a part of his job;
B. The phrase "confidential information" as used in this Agreement
includes information known as, referred to, or considered to be, trade
secrets, and comprises, without limitation, any technical, economic,
financial marketing, computer program, computer software, computer data
(regardless of the medium on which they are stored), computer source and
object programs or codes, job operating control language procedures, data
entry utility programs, sorts, and miscellaneous utilities, disk record
layouts, flow charts, data entry input forms, operations and installation
instructions, report samples, data files, printouts, or other information
about the Company or its business which is not common knowledge among
competitors or other companies who might like to possess such confidential
information or might find it useful. Some examples of confidential
information include customer lists, price lists, items in research or
development, methods of manufacture, scientific studies or analyses, details
of training methods, new products or new uses for old products, refining
technology, merchandising and selling techniques, contracts, and licenses,
purchasing, accounting, long-range planning, financial plans and results,
computer programs and operating manuals, computer source codes, and any other
information affecting or relating to the business of the Companay, its manner
of operation, its plans or processes. This list is merely illustrative and
the confidential information covered by this Agreement is not limited to such
illustrations; and
C. Company's confidential information, including information referred
to as, known as, or considered to be, trade secrets, represents the most
important, valuable, and unique aspect of Company's business, and it would be
seriously damaged if Employee breached the position of confidential trust in
which Company has placed him by disclosing such confidential information to
others or by departing and taking with him the aforesaid unique information
compiled over a period of time for the purpose of himself competing against
Company or disclosing such information to Company's competitors, now existing
or hereafter formed.
Accordingly, in consideration of ONE DOLLAR paid to Employee by Company,
the receipt and sufficiency of which are hereby acknowledged, and Company's
agreement to employ him, Employee agrees as follows (which will constitute an
agreement ancillary to Employee's Employment Contract with Company):
1. Confidential information, including information referred to as,
known as, or considered to be, trade secrets, is proprietary to Company.
Employee agrees to hold such information in strictest confidence, and not to
make use thereof except in performance of duties under the Employment
Contract. Whether during or after his employment with Company, Employee may
not disclose to others (excepting Company officers or employees having a need
to know who have also signed a written agreement expressly binding themselves
not to use or disclose it) any confidential information originated, known to,
or acquired by Employee while employed by Company. Employee further agrees
during such period not to remove from the premises any of Company's records or
other written or tangible materials, including without limitation computer
programs and floppy disks (whether prepared by Employee or others) containing
any confidential information, except as required for Employee to properly
perform his duties as an employee of the Company. Exceptions to these
restrictions may be made only by means of Company's permission given in
writing signed by the Chairman of the Board of Directors of Company's parent,
Supreme Industries, Inc., pursuant to an affirmative approval by a majority
of Supreme Industries, Inc.'s Board of Directors granting permission to
disclose.
2. During a period of two (2) years following the cessation of
Employee's employment with Company, Employee covenants that Employee, either
individually or in any capacity, including without limitation, as an agent,
consultant, officer, shareholder, or employee of any business enterprises or
person with which he may become associated or in which Employee may have a
direct or indirect interest, shall not, directly or indirectly for himself or
on behalf of any other person or business entity, engage in any business
venture or other undertaking which is directly or indirectly competitive with
the business or operations of Company (and/or any of its subsidiaries) as
generally conducted at, or prior to, the cessation of Employee's employment
with Company. Without limiting the generality of the foregoing, Employee
shall not (i) so compete with the Company or its subsidiaries, (ii) be
employed by, (iii) be an affiliate (as defined by Securities and Exchange
Commission Rule 405 under the Securities Act of 1933), (iv) perform any
services for, or (v) have an equity or ownership interest in, any person,
firm, partnership, joint venture, or corporation that so competes, directly or
indirectly, with the Company or any of its subsidiaries. Futher, Employee
will not solicit for employment or advise or recommend to any other person
that such person employ, or solicit for employment, any employee of the
Company or any of its subsidiaries who was an employee at, or prior to, the
cessation of Employee's employment with Company. The foregoing covenant not
to compete shall be limited to a territory consisting of those states in
which the Company had manufacturing facilities as of the time of cessation of
Employee's employment with Company. If for any reason any court of competent
jurisdiction finds these covenants to be unreasonable in duration or
geographic scope, the prohibitions herein contained shall be restricted to
such time and geographic areas as such court determines to be reasonable and
enforceable. However, the restrictions stated above will not apply if
Company liquidates or if Employee becomes employed by a company (or its
affiliate) which acquires (in a voluntary transaction) the stock or business
assets of Company.
3. Employee understands and agrees that his violation of any of the
provisions of this Agreement will constitute irreparable injury to Company
immediately authorizing it to enjoin Employee or the business enterprise with
which he may have become associated from further violations, in addition to
all other rights and remedies which Company may have under law and equity,
including recovery of damages from Employee and a right of offset.
4. Each party shall be entitled to receive from the other party
reimbursement of attorney's fees and related legal costs to the extent
incurred in connection with the successful enforcement or defense, as the
case may be, of the terms and conditions hereof.
5. The waiver by Company of Employee's breach of any provision hereof
shall not operate or be construed as a waiver of any subsequent breach by
Employee. This Agreement shall be binding upon the parties hereto and their
heirs, successors, executors, administrators, personal representatives, and
assigns. Employee may not assign to any person his covenants, obligations
and duties hereunder. All provisions of this Agreement shall survive the
termination or amendment of Employee's Employment Contract.
6. If any provision of this Agreement is held by a court of law to be
illegal or unenforceable, the remaining provisions of the Agreement shall
remain in full force and effect. In lieu of such illegal or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal or unenforceable provision as
may be possible and be legal and enforceable.
7. This Agreement has been made in, and its validity, interpretation,
construction, and performance shall be governed by and be in accordance with,
the laws of the State of Indiana, without reference to its laws governing
conflicts of law. Each party hereby irrevocably agrees that any legal action
or proceedings with respect to this Agreement may be brought in the courts of
the State of Indiana, or in any United States District Court of Indiana, and,
by its execution and delivery of this Agreement, each party hereby
irrevocably submits to each such jurisdiction and hereby irrevocably waives
any and all objections which it may have as to venue in any of the above
courts. Each party further consents and agrees that any process or notice of
motion or other application to either of said Courts or any judge thereof, or
any notice in connection with any proceedings hereunder, may be served inside
or outside the State of Indiana by registered or certified mail, return
receipt requested, postage prepaid, and be effective as of the receipt
thereof, or in such other manner as may be permissible under the rules of
said Courts.
Signed to be effective January 1, 1998.
/s/ Robert W. Wilson
Robert W. Wilson
64803 Cobbler Cove
Goshen, IN 46526
ACCEPTED:
SUPREME CORPORATION
By: /s/ Omer G. Kropf
Omer G. Kropf
16500 County Rd. 38
P.O. Box 463
Goshen, IN 46528
Exhibit "B"
to
Employment Contract
Disclosure and Invention Agreement
Robert W. Wilson (hereafter called "Employee") has entered into an
Employment Contract with Supreme Corporation, a Texas corporation (hereafter
called "Company"), which is in the business of manufacturing and selling
specialized truck bodies.
In consideration of TEN DOLLARS ($10.00) paid to Employee by Company,
the receipt and sufficiency of which are hereby acknowledged, and Company's
agreement to employ him pursuant to an Employment Contract (to which this
Exhibit "B" is attached) between Company and Employee the provisions of which
are herein fully incorporated by reference for all purposes, Employee agrees
as follows:
1. Employee shall communicate to Company promptly and fully all ideas
and the expressions thereof, conceptions, improvements, discoveries, methods,
techniques, processes, adaptations, creations, and inventions (whether
patentable or copyrightable or not) conceived or made by Employee (whether
solely by Employee or jointly with others) ("Ideas") from the time of
entering Company's employment until one year after Employee's employment is
terminated for any reason, or Employee resigns or retires for any reason, (a)
which involve or pertain to, directly or indirectly, the business, assets,
activities, computers or computer programs, or investigations of Company as
existed at or prior to the cessation of Employee's employment by Company, or
(b) which result from or are suggested by any work which Employee or other
employees or independent contractors perform for or on behalf of Company, in
whole or in part, as existed at or prior to the cessation of Employee's
employment by Company.
2. Employee shall assist Company during and subsequent to Employee's
employment in every proper way (solely at Company's expense) to obtain
patents and/or copyrights for its own benefit in any or all countries of the
world, and to sign all proper papers, patent applications, assignments, and
other documents necessary for this purpose, it being understood that such
Ideas will remain the sole and exclusive property of Company, and shall not
be disclosed to any person, nor used by Employee, except as expressly
permitted herein.
3. Written records of Employee's Ideas in the form of notebook records,
sketches, drawings or reports, will remain the property of and be available
to Company at all times.
4. Employee represents that Employee has no agreements with or
obligations to others in conflict with the foregoing.
5. Employee understands that this Agreement may not be modified or
released except in writing signed by all members of the Company's Board of
Directors.
6. Employee understands and agrees that his violation of any of the
provisions of this Agreement will constitute irreparable injury to Company
immediately authorizing it to enjoin Employee or the business enterprise with
which he may have become associated from further violations, in addition to
all other rights and remedies which Company may have at law and equity,
including recovery of damages from Employee and a right of offset. Each
party shall be entitled to recover from the other party reimbursement of
attorney's fees and related legal costs to the extent incurred in connection
with the successful enforcement or defense, as the case may be, of the terms
of conditions hereof.
7. This Agreement shall be binding upon the parties hereto and their
respective heirs, successors, executors, administrators, personal
representatives, and assigns. Employee may not assign his covenants, duties,
or obligations hereunder to any other person. The waiver by Company of
Employee's breach of any provision hereof shall not operate or be construed
as a waiver of any subsequent breach by Employee.
8. If any provision of this Agreement is held by a court of law to be
illegal or unenforceable, the remaining provisions of the Agreement shall
remain in full force and effect. In lieu of such illegal or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal or unenforceable provision as
may be possible and be legal and enforceable.
9. This Agreement has been made in, and its validity, interpretation,
construction, and performance shall be governed by and be in accordance with,
the laws of the State of Indiana, without reference to its laws governing
conflicts of law. Each party hereby irrevocably agrees that any legal action
or proceedings with respect to this Agreement may be brought in the courts of
the State of Indiana, or in any United States District Court of Indiana, and,
by its execution and delivery of this Agreement, each party hereby
irrevocably waives any and all objections which it may have as to venue in
any of the above courts. Each party further consents and agrees that any
process or notice of motion or other application to either of said Courts or
any judge thereof or any notice in connection with any proceedings hereunder,
may be served inside or outside the State of Indiana by registered or
certified mail, return receipt requested, postage prepaid, and be effective
as of the receipt thereof, or in such other manner as may be permissible
under the rules of said Courts.
Signed to be effective January 1, 1998.
/s/ Robert W. Wilson
Robert W. Wilson
64803 Cobbler Cove
Goshen, IN 46526
ACCEPTED:
SUPREME CORPORATION
By: /s/ Omer G. Kropf
Omer G. Kropf
16500 County Rd. 38
P.O. Box 463
Goshen, IN 46528
Exhibit 21.1
Subsidiaries of the Company
Supreme Corporation
Supreme Corporation of Texas, a Texas Corporation
Supreme Truck Bodies of California, Inc., a California Corporation
Supreme Mid-Atlantic Corporation, a Texas Corporation
Supreme/Murphy Truck Bodies, Inc., a North Carolina Corporation
Atlantic Sales Corporation, a Texas Corporation
Atlantic Wood Products, S.A.
PA Land Holding Corp., a Texas Corporation
SC Freedom One, Inc.
SC Tower Structural Laminating, Inc.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Supreme Industries, Inc. (formerly ESI Industries, Inc.) on Form S-8 (File
No. 33-64047) and on Form S-3 (File Nos. 33-59586; 33-49488 and 33-59343) and
in the related Prospectus of our reports dated January 30, 1998, on our audits
of the consolidated financial statements and financial statement schedule of
Supreme Industries, Inc. and subsidiaries as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997, which
reports are included in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
March 27, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 159,044
<SECURITIES> 0
<RECEIVABLES> 23,188,066
<ALLOWANCES> 430,000
<INVENTORY> 28,404,786
<CURRENT-ASSETS> 53,528,995
<PP&E> 46,083,344
<DEPRECIATION> 16,522,903
<TOTAL-ASSETS> 85,874,312
<CURRENT-LIABILITIES> 23,165,040
<BONDS> 17,359,703
0
0
<COMMON> 1,040,276
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 85,874,312
<SALES> 197,968,159
<TOTAL-REVENUES> 197,968,159
<CGS> 165,197,662
<TOTAL-COSTS> 165,197,662
<OTHER-EXPENSES> 17,228,565
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,409,713
<INCOME-PRETAX> 14,132,219
<INCOME-TAX> 5,577,000
<INCOME-CONTINUING> 8,555,219
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,555,219
<EPS-PRIMARY> 0.83
<EPS-DILUTED> 0.82
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 4,771 208,526 226,320
<SECURITIES> 0 0 0
<RECEIVABLES> 20,775,228 22,366,889 18,831,421
<ALLOWANCES> 430,000 430,000 430,000
<INVENTORY> 24,994,264 22,289,972 23,951,731
<CURRENT-ASSETS> 46,762,334 45,923,798 44,080,243
<PP&E> 41,593,701 42,431,671 43,574,615
<DEPRECIATION> 14,836,541 15,399,305 15,881,755
<TOTAL-ASSETS> 76,426,871 75,810,808 74,575,014
<CURRENT-LIABILITIES> 18,301,853 17,687,004 18,455,920
<BONDS> 19,696,682 16,344,766 12,639,401
0 0 0
0 0 0
<COMMON> 942,454 990,135 1,039,642
<OTHER-SE> 0 0 0
<TOTAL-LIABILITY-AND-EQUITY> 76,426,871 75,810,808 74,575,014
<SALES> 44,173,303 100,449,206 146,140,460
<TOTAL-REVENUES> 44,173,303 100,449,206 146,140,460
<CGS> 37,036,681 82,916,179 121,564,238
<TOTAL-COSTS> 37,036,681 82,916,179 121,564,238
<OTHER-EXPENSES> 3,949,378 8,419,166 12,328,511
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 349,845 763,225 1,062,419
<INCOME-PRETAX> 2,837,399 8,350,636 11,185,292
<INCOME-TAX> 1,152,000 3,334,000 4,468,000
<INCOME-CONTINUING> 1,685,399 5,016,636 6,717,292
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 1,685,399 5,016,636 6,717,292
<EPS-PRIMARY> 0.16 0.49 0.65
<EPS-DILUTED> 0.16 0.48 0.64
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1995
<PERIOD-END> DEC-31-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996 DEC-31-1995
<CASH> 220,678 178,423 95,034 110,789 106,740
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 16,556,258 19,744,203 19,992,995 17,002,926 16,336,446
<ALLOWANCES> 430,000 430,000 430,000 430,000 430,000
<INVENTORY> 21,208,707 22,670,297 22,342,978 21,560,685 20,144,271
<CURRENT-ASSETS> 39,451,946 43,560,300 43,399,599 39,542,087 37,947,040
<PP&E> 40,675,873 35,096,751 39,747,701 40,090,353 33,883,647
<DEPRECIATION> 14,246,236 12,884,054 13,358,616 13,769,255 12,429,136
<TOTAL-ASSETS> 68,829,024 69,188,679 73,128,248 69,210,881 62,426,662
<CURRENT-LIABILITIES> 16,008,452 15,491,912 14,543,042 14,996,085 14,808,142
<BONDS> 16,108,780 23,020,631 23,906,584 18,295,688 18,031,553
0 857,810 0 0 0
0 0 0 0 0
<COMMON> 941,574 857,810 941,572 841,574 854,027
<OTHER-SE> 0 0 0 0 0
<TOTAL-LIABILITY-AND-EQUITY> 68,829,024 69,188,679 73,128,248 69,210,881 62,426,662
<SALES> 159,876,108 38,493,108 82,550,350 121,364,162 164,450,979
<TOTAL-REVENUES> 159,876,108 38,493,108 82,550,350 121,364,162 164,450,979
<CGS> 134,153,108 32,659,515 68,974,472 101,438,274 136,224,658
<TOTAL-COSTS> 134,153,108 32,659,515 68,974,472 101,438,274 136,224,658
<OTHER-EXPENSES> 15,434,432 3,584,052 7,536,173 11,388,268 14,255,971
<LOSS-PROVISION> 0 0 0 0 0
<INTEREST-EXPENSE> 1,530,624 533,192 780,783 1,148,212 1,781,350
<INCOME-PRETAX> 8,757,944 1,716,349 5,258,922 7,389,408 12,189,000
<INCOME-TAX> 3,671,000 730,000 2,193,000 3,083,000 4,949,000
<INCOME-CONTINUING> 5,086,944 986,349 3,065,922 4,306,408 7,240,000
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 5,086,944 986,349 3,065,922 4,306,408 7,240,000
<EPS-PRIMARY> 0.51 0.11 0.32 0.44 0.80
<EPS-DILUTED> 0.49 0.10 0.30 0.42 0.73
</TABLE>
