SPARTAN MOTORS INC
10-Q, 1995-05-15
MOTOR VEHICLES & PASSENGER CAR BODIES
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<PAGE>   1





                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 1995                 Commission File Number 0-13611

                             SPARTAN MOTORS, INC.
  ---------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               Michigan                                      38-2078923     
- -----------------------------------------               -------------------
      (State of incorporation)                           (I.R.S. Employer
                                                         Identification no.)

1000 Reynolds Road, Charlotte, Michigan                          48813       
- ----------------------------------------                --------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code   (517)  543-6400   

                                     NONE
  -------------------------------------------------------------------------
     Former name, former address and former fiscal year, if changed since
     last report.

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 that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES  X   NO ___

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common shares outstanding at May 8, 1995      13,060,872
<PAGE>   2

                              SPARTAN MOTORS, INC.
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                          QUARTER ENDED MARCH 31, 1995

                                                         Page No.
                                                         --------
Part I. Financial Information

Consolidated Balance Sheets - March 31, 1995
  (Unaudited) and December 31, 1994                          1



Consolidated Statements of Net Earnings -
  Three Months Ended March 31, 1995 and 1994
  (Unaudited)                                                3



Consolidated Statements of Cash Flows -
  Three Months Ended March 31, 1995 and 1994
  (Unaudited)                                                4



Notes to Consolidated Financial Statements                   6



Management's Discussion and Analysis of Financial
  Condition and Results of Operations                        9



Part II. Other Information                                   12



Signatures                                                   13 
                                                                
<PAGE>   3

                         PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS


                              SPARTAN MOTORS, INC.
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                              March 31, 1995                  December 31, 1994
                                                                              --------------                  -----------------
                                                                                (Unaudited)
<S>                                                                             <C>                              <C>
            ASSETS
            ------

CURRENT ASSETS:

        Cash and cash equivalents                                                  $ 5,349,872                      $ 2,930,270

        Investment securities                                                       11,789,592                       11,294,216

        Accounts receivable, less allowance
          for doubtful accounts of $580,000
          in 1995 and $540,000 in 1994                                              25,538,015                       23,316,271

        Inventories                                                                 25,447,455                       23,444,234

        Deferred tax benefit                                                         1,260,000                        1,450,000

        Federal taxes receivable                                                       336,781                        1,446,781

        Other current assets                                                         1,711,490                        1,661,639
                                                                                    ----------                      -----------

                        TOTAL CURRENT ASSETS                                        71,433,205                       65,543,411

PROPERTY, PLANT, AND EQUIPMENT,
        net of accumulated depreciation
        of $4,956,648 and $4,732,590 in
        1995 and 1994, respectively                                                 12,838,665                       12,886,838

DEFERRED TAX BENEFIT                                                                 1,046,000                          751,000

OTHER ASSETS                                                                         1,785,940                        1,885,720
                                                                                   -----------                      -----------

                                       TOTAL                                       $87,103,810                      $81,066,969
                                                                                   ===========                      ===========



</TABLE>
                See notes to consolidated financial statements.

                                       1
<PAGE>   4

                              SPARTAN MOTORS, INC.
                    CONSOLIDATED BALANCE SHEETS - CONTINUED


<TABLE>
<CAPTION>
                                                                                March 31, 1995                 December 31,1994
                                                                                --------------                 ----------------
                                                                                  (Unaudited)
<S>                                                                            <C>                              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:

        Accounts payable                                                         $11,815,386                      $ 7,143,728

        Other current liabilities and
           accrued expenses                                                          698,570                        1,164,794

        Accrued warranty expense                                                   1,617,605                        1,856,358

        Accrued customer rebates                                                   1,064,388                          952,742

        Accrued compensation and related
           taxes                                                                   2,228,102                        1,689,966

        Current portion of long-term debt                                            420,000                          420,000
                                                                                 -----------                      -----------

                   TOTAL CURRENT LIABILITIES                                      17,844,051                       13,227,588

LONG-TERM DEBT, less current portion                                               6,079,487                        6,211,357

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:

        Common stock, no par value;
           authorized 23,900,000 shares,
           issued 13,060,872 shares in 1995
           and 1994                                                               22,131,928                       22,131,928

        Retained earnings                                                         43,098,028                       41,324,916

        Valuation Allowance (for unrealized
           losses on investments)                                                   (155,917)                        (370,715)

        Cumulative translation adjustment                                         (1,893,767)                      (1,458,105) 
                                                                                 -----------                     ------------

                  TOTAL STOCKHOLDERS' EQUITY                                      63,180,272                       61,628,024
                                                                                 -----------                      -----------

                                       TOTAL                                     $87,103,810                      $81,066,969  
                                                                                 ===========                      ===========



</TABLE>
                See notes to consolidated financial statements.

                                       2
<PAGE>   5

                              SPARTAN MOTORS, INC.
              CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)


<TABLE>
<CAPTION>
                                                          Three Months Ended March 31  
                                                         -----------------------------
                                                             1995                1994
                                                             ----                ----
<S>                                                  <C>                     <C>
REVENUES:                                                            
        Net sales                                     $43,774,933              $54,129,557
        Other income                                      426,341                  628,786
                                                      -----------              -----------
                                                                     
                                   TOTAL               44,201,274               54,758,343
                                                                     
COSTS AND EXPENSES:                                                  
        Costs of products sold                         36,809,765               45,674,623
        Research and development                          787,707                  625,929
        Selling, general and administrative             3,551,084                3,132,868
        Interest                                          116,606                   82,945
                                                      -----------              -----------
                                                                     
                                   TOTAL               41,265,162               49,516,365    
                                                                     
     EARNINGS BEFORE TAXES ON INCOME AND                             
                       MINORITY INTEREST                2,936,112                5,241,978
                                                                     
TAXES ON INCOME                                         1,163,000                1,712,000
                                                      -----------              -----------
                                                                     
       EARNINGS BEFORE MINORITY INTEREST                1,773,112                3,529,978
                                                                     
            MINORITY INTEREST IN LOSS OF                             
                 CONSOLIDATED SUBSIDIARY                                            89,829
                                                      -----------               ----------
                                                                     
NET EARNINGS                                          $ 1,773,112              $ 3,619,807 
                                                      ===========              ===========
                                                                     
NET EARNINGS PER SHARE                                $      0.14              $      0.27 
                                                      ===========              ===========
                                                                     
WEIGHTED AVERAGE COMMON SHARES                                       
   OUTSTANDING                                         13,082,000               13,229,000 
                                                      ===========              ===========
</TABLE>                                                             

                See notes to consolidated financial statements.

                                       3



                                        
<PAGE>   6

                              SPARTAN MOTORS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      Three Months Ended March 31
                                                                                      ---------------------------
                                                                                    1995                       1994
                                                                                    ----                       ----
<S>                                                                        <C>                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                                               
                                                                                                    
Net earnings                                                                     $ 1,773,112                   $  3,619,807
  Adjustments to reconcile net earnings to                                                          
  net cash provided by operating activities:                                                        
        Depreciation and amortization                                                409,806                        349,571
        Minority interest in loss of                                                                
          consolidated subsidiary                                                                                   (89,829)
        Gain on sales of assets and                                                                 
         investment securities                                                       (99,544)                       (64,179)
        Decrease (increase) in:                                                                     
           Accounts receivable                                                    (2,325,881)                    (4,035,848)
           Inventories                                                            (2,367,779)                    (5,267,234)
           Deferred tax benefit                                                       41,956                       (288,000)
           Federal taxes receivable                                                1,110,000        
           Restricted assets                                                                                        347,647
           Other assets                                                               35,815                       (220,032)
        Increase (decrease) in:                                                                     
           Accounts payable                                                        4,853,261                     12,490,490
           Other current liabilities                                                                
             and accrued expenses                                                   (457,387)                       330,752
           Accrued warranty expense                                                 (238,753)                       540,975
           Accrued customer rebate                                                   111,646                       (121,228)
           Taxes on income                                                                                        1,965,446
           Accrued compensation and                                                                 
             related taxes                                                           537,743                        571,065
                                                                                 -----------                   ------------
                          TOTAL ADJUSTMENTS                                        1,610,883                      6,509,596  
                                                                                 -----------                  -------------
                                                                                                    
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                        3,383,995                     10,129,403
                                                                                                    
CASH FLOWS FROM INVESTING ACTIVITIES:                                                               
        Purchases of property, plant and                                                            
          equipment                                                                 (613,943)                    (2,227,209)
        Proceeds from sales of property,                                                                      
           plant and equipment                                                       150,000                         23,000
        Purchases of investment securities                                        (4,556,487)                    (1,651,744)
        Proceeds from sales of investment                                                           
          securities                                                               4,382,574                      2,752,857
        Advance of note receivable                                                  (678,275)       
        Principal repayment on note receivable                                       464,836                         43,927
                                                                                  ----------                   ------------
                                                                                                    
        NET CASH USED IN INVESTING ACTIVITIES                                       (851,295)                    (1,059,169)
                                                                                                    
CASH FLOWS FROM FINANCING ACTIVITIES:                                                               
         Proceeds from long-term debt                                                                             2,000,000
         Proceeds from exercise of stock options                                                                    132,634
         Payments on long-term debt                                                 (131,870)                       (84,753)
                                                                                  ----------                   ------------ 
                                                                                                    
                  NET CASH (USED IN) PROVIDED BY                                                    
                         FINANCING ACTIVITIES                                     $ (131,870)                  $  2,047,881  
                                                                                                                            
</TABLE>                                                      
                                                                    (Continued)

                                       4
<PAGE>   7

                              SPARTAN MOTORS, INC.
         CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (UNAUDITED)



<TABLE>
<CAPTION>
                                                        Three Months Ended March 31
                                                    ----------------------------------
                                                        1995                   1994
                                                        ----                   ----
<S>                                                  <C>                  <C>
   EFFECT OF EXCHANGE RATE CHANGES ON CASH           $   18,772            $    (4,475)
                                                     ----------            ----------- 
 NET INCREASE IN CASH AND CASH EQUIVALENTS            2,419,602             11,113,640
                                                                    
    CASH AND CASH EQUIVALENTS AT BEGINNING                          
                                 OF PERIOD            2,930,270              1,139,121
                                                     ----------            -----------
                                                                    
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $5,349,872            $12,252,761  
                                                     ==========            ===========
                                                                    

</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

        Cash paid for interest was $116,606 and $98,879 for the three months
ended March 31, 1995 and 1994, respectively.  Cash paid for income taxes was
$11,000 and $3,500 for the three months ended March 31, 1995 and 1994,
respectively.


         See notes to consolidated financial statements.          (Concluded)

                                       5
<PAGE>   8

                              SPARTAN MOTORS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)     For a description of the accounting policies followed refer to the
        notes to the Company's annual consolidated financial statements for the
        year ended December 31, 1994, included in Form 10-K filed with the
        Securities and Exchange Commission March 25, 1995.


(2)     The consolidated financial statements include the accounts of Spartan
        Motors, Inc., its wholly owned subsidiary, Spartan Motors Foreign Sales
        Corporation, Inc., and its 80% owned subsidiary Spartan de Mexico, S.A.
        de C.V.("Spartan de Mexico").  Spartan de Mexico was incorporated in
        the first quarter of 1993.  All material intercompany transactions have
        been eliminated.  The two joint ventures with Societe D' Equipment de
        Transport et de Carosserie S.A. ("Setcar") are not included in the
        consolidated financial statements as the Company has not made any
        expenditures for investment purposes nor have the ventures commenced
        operations as of March 31, 1995.


(3)     In the opinion of the Company, the accompanying unaudited consolidated
        financial statements contain all adjustments (consisting of only normal
        recurring accruals) necessary to present fairly the financial position
        as of March 31, 1995, and the results of operations for the three month
        periods ended March 31, 1995 and 1994.


(4)     The results of operations for the three month period ended March 31,
        1995, are not necessarily indicative of the results to be expected for
        the full year.


(5)     Inventories consist of raw materials and purchased components, work in
        process, and finished goods and are summarized as follows:


<TABLE>
<CAPTION>
                                                                       March 31, 1995                 December 31, 1994
                                                                       --------------                 -----------------
                 <S>                                                    <C>                               <C>
                 Finished Goods                                         $ 1,441,702                       $ 1,071,424
                 Raw Materials and
                   purchased components                                  19,334,583                        17,969,217
                 Work in Process:
                   Materials                                              4,257,911                         3,827,738
                   Direct Labor                                             307,567                           371,285
                   Manufacturing expenses                                   255,692                           204,570
                 LIFO Reserve                                              (150,000)                                  
                                                                        -----------                       -----------
                                                                        $25,447,455                       $23,444,234  
                                                                        ===========                       ===========
</TABLE>


(6)      A summary of the Company's investment securities portfolio is
         presented in the table below.  During the three months ended March 31,
         1995, the Company recognized investment income of approximately
         $164,500 from such securities.

                              (see following page)

                                       6
<PAGE>   9

                              SPARTAN MOTORS, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
<TABLE>
<CAPTION>



                                                                                  March 31, 1995                 
                                                          ------------------------------------------------------------------

                                                                                                         Unrealized
                                                          Amortized         Estimated                    ----------
                                                            Cost           Market Value               Gain           (Loss)
                                                         ---------         ------------               ----           ------
        <S>                                              <C>               <C>                     <C>           <C>

        United States government
          agencies (principally
          mortgage backed)                               $ 2,576,539           $ 2,419,987                          $(158,241)
        Municipal bonds                                    7,653,740             7,604,684            $ 1,689         (67,877)
        Corporate bonds                                      754,735               720,470             18,821         (34,265)
        Money market funds                                 1,044,451             1,044,451                   
                                                         -----------           -----------            -------        --------
        TOTAL                                            $12,029,465           $11,789,592            $20,510       $(260,383) 
                                                         ===========           ===========            =======       =========

<CAPTION>

                                                                                       December 31, 1994                  
                                                         ------------------------------------------------------------------------

                                                                                                            Unrealized
                                                          Amortized         Estimated                       ----------
                                                            Cost           Market Value               Gain            (Loss)
                                                         ---------         ------------               ----            ------
        <S>                                              <C>               <C>                     <C>           <C>

        United States government
         agencies (principally                                                                              
         mortgage backed)                                $ 2,327,827           $ 2,107,392            $292          $(220,727)
        Municipal bonds                                    7,820,349             7,526,473                           (293,876)
        Corporate bonds                                    1,602,827             1,554,423                            (48,404)
        Money market funds                                   105,928               105,928                                   
                                                         -----------           -----------            ----           --------

        TOTAL                                            $11,856,931           $11,294,216            $292          $(563,007) 
                                                         ===========           ===========            ====          =========


</TABLE>
         The maturity distribution of investments at March 31, 1995 is shown
         below.  The distribution of mortgage-backed securities is based on
         average expected maturities. Actual maturities may differ because
         issuers may have the right to call or prepay obligations.

<TABLE>
<CAPTION>
                                                                                 Amortized                       Estimated
                                                                                   Cost                        Market Value
                                                                              ------------                     ------------
                                                  <S>                          <C>                             <C>
                                                    Under 1 Year               $ 1,441,596                     $ 1,438,741
                                                  1 Year  -  5 Years             2,823,690                       2,801,645
                                                  5 Years - 10 Years             4,052,243                       4,027,349
                                                    Over 10 Years                3,711,936                       3,521,857
                                                                               -----------                     -----------

                                                  TOTAL                        $12,029,465                     $11,789,592
                                                                               ===========                     ===========
                                                                                                                                
</TABLE>
                                       
                                       7
<PAGE>   10

                              SPARTAN MOTORS, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)



(7)     On March 8, 1995 the Board of Directors authorized management to
        repurchase an additional 150,000 shares of its common stock in the open
        market.  At March 31, 1995, management had authorization to repurchase
        up to 250,000 shares of its common stock.  Repurchase of common stock
        is contingent upon market conditions. No expiration date was set for
        the completion of the repurchase program (see Note 9).


(8)     During the three months ended March 31, 1995, stockholders' equity
        changed as follows:

<TABLE>
                 <S>                                                                              <C>
                 Balance at December 31, 1994                                                     $61,628,024
                 Net Earnings                                                                       1,773,112
                 Valuation Allowance - Investment
                   Securities                                                                         214,798
                 Cumulative Translation Adjustment
                   Change                                                                            (435,662)
                                                                                                  ----------- 

                 Balance at March 31, 1995                                                        $63,180,272  
                                                                                                  ===========

</TABLE>
(9)     SUBSEQUENT EVENTS:

        During April 1995, the Company repurchased 147,900 shares at an average
        market price of approximately $10.45 per share.  The treasury stock
        will be constructively retired in accordance with the Michigan Business
        Corporations Act applicable to all Michigan corporations.

        A cash dividend of $0.05 per outstanding share was declared May 8, 1995
        for shareholders of record on June 8, 1995.  The dividend of $653,044
        will be paid July 8, 1995.
                                       8

<PAGE>   11

           ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


The following is a discussion of the major elements impacting Spartan Motors,
Inc. financial and operating results for the period ended March 31, 1995
compared to the period ended March 31, 1994.  The comments that follow should
be read in conjunction with the Company's consolidated financial statements and
related notes.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components of
the Company's consolidated statements of net earnings, on an actual basis, as a
percentage of revenues:


<TABLE>
<CAPTION>
                                                                                   Three  Months
                                                                                   Ended March 31     
                                                                              -----------------------
                                                                               1995             1994
                                                                               ----             ----
<S>                                                                             <C>              <C>
Revenues                                                                         100%             100%
Costs and expenses:
  Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . .     83.3%            83.4%
  Research and development  . . . . . . . . . . . . . . . . . . . . . . . .      1.8%             1.1%
  Selling, general, and administrative  . . . . . . . . . . . . . . . . . .      8.0%             5.7%
  Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       .3%              .2%
                                                                                -----            -----

Total costs and expenses  . . . . . . . . . . . . . . . . . . . . . . . . .     93.4%            90.4%
                                                                                -----            -----
Earnings before taxes on income and
          minority interest   . . . . . . . . . . . . . . . . . . . . . . .      6.6%             9.6%

Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.6%             3.1%
                                                                                -----            -----

Earnings before minority interest . . . . . . . . . . . . . . . . . . . . .      4.0%             6.5%

Minority interest in loss of
          consolidated subsidiary . . . . . . . . . . . . . . . . . . . . .                        .1%
                                                                                -----             ----

Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4.0%             6.6%
                                                                                =====             ====

</TABLE>

THREE MONTH PERIOD ENDED MARCH 31, 1995, COMPARED TO THE THREE MONTH PERIOD
ENDED MARCH 31, 1994

          Revenues for the three months ended March 31, 1995, were $44.2
million compared to $54.8 million in 1994, a decrease of 19%.  Net income was
$1.8 million for the three months ended March 31, 1995 ($0.14 per share),
compared to $3.6 million in 1994 ($0.27 per share), a decrease of 50%.  The
decrease in revenues and earnings is primarily due to soft retail market
conditions in recreational vehicles during 1995 resulting in a decrease of OEM
orders.  The decrease in revenues is further magnified by the fact that the
first quarter of 1994 was one of record revenues for the Company.  Total
chassis production for the three months ended March 31, 1995 consisted of 776
units as compared to 1,314 chassis for the same period in 1994.  Sales of fire
truck chassis units actually increased by 73% due to the continued shift from
commercial to custom chassis, and the Company's ability to compete with the
commercial fire truck market with its Diamond, Metro Star and GT-ONE series
chassis.  Sales of motorhome chassis units decreased overall by 47%, while unit
sales of the

                                       9
<PAGE>   12

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS - CONTINUED


premium line Mountain Master chassis, which includes the newly designed M-11
chassis, increased 29% during the first quarter of 1995.  The chassis
contributing to the overall decrease were the lower priced, lower margin
chassis offered by the Company.  Bus/specialty chassis unit sales declined as a
result of the slow progress in the stabilization of the Mexican economy and the
fact that domestic sales of bus/specialty chassis are sporadic.

          Total costs and expenses as a percentage of revenues increased to
93.4% for the 1995 period as compared to 90.4% for 1994.  Cost of products sold
remained consistent at 83.3% of revenues as compared to 83.4% for the same
period in 1994. Selling, general and administrative expenses increased to 8.0%
of revenues for the 1995 period compared with 5.7% for 1994.  The increase is
the result of additional expenditures relating to advertising, sales travel and
trade shows, and the expansion of the customer service department.  In
addition, the increase in selling, general and administrative expenses is due
to a proportionately larger increase in these costs relative to the level of
revenues.  Research and development costs for the 1995 period increased to 1.8%
of revenues compared with 1.1% for the same period of 1994. The increase in
research and development costs is due to the Company continuing its efforts to
expand the applications of rear engine diesel technology to additional market
segments in the industry.  Examples of this are the development of school bus
chassis and the low floor transit bus chassis.  Interest expense as a
percentage of revenues remained consistent at .3% for the 1995 period compared
with .2% for the same period in 1994.

          Total chassis orders received decreased 23.7% during the three months
ended March 31, 1995, to 764 units from 1,001 units for the same period of
1994.  This decrease is primarily the result of a softening in the lower end
motorhome market, however orders for the premium motorhome chassis remain
strong. Based on average order lead time, the Company estimates that
approximately one-half of the motorhome and none of the fire truck orders
received during the three month period ended March 31, 1995 were produced and
delivered by March 31, 1995.

          At March 31, 1995, the Company had approximately $56.3 million in
backlog chassis orders.  The Company had increased production levels of fire
truck chassis in an effort to reduce the backlog and respond more promptly to
customer delivery requirements.

LIQUIDITY AND CAPITAL RESOURCES

          Over the years, the Company has financed its growth through a
combination of funds provided from equity offerings, operations and long and
short-term debt financing.  During the three months ended March 31, 1995, cash
provided by the operating activities amounted to approximately $3.4 million.
On March 31, 1995, the Company had working capital of $53.6 million compared to
$52.3 million at December 31, 1994, an increase of 2.5%.  The current ratio on
March 31, 1995 decreased to 4.0 compared with 5.0 on December 31, 1994 despite
the overall increase in working capital.  The increase in working capital was
the result of increases in accounts receivable, inventories, and accounts
payable.  Accounts receivable increased approximately $2.3 million primarily
due to strong sales in the last month of the quarter.  Inventories increased
approximately $2.4 million primarily to

                                      10
<PAGE>   13

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS - CONTINUED

support the increase in production of fire truck and premium motorhome chassis.
The increase in accounts payable of approximately $4.9 million is the direct
result of the increase in inventories needed to support the 1995 production
requirements and the timing on vendor payments.

          The Company anticipates that cash generated from operations, the
liquidity of short-term investment securities and the existing credit line will
be sufficient to satisfy all working capital and capital expenditure
requirements for the foreseeable future. This will provide the Company with
financial flexibility to respond quickly to business opportunities as they
arise, including opportunities for growth either through internal development
or through strategic joint ventures or acquisitions.

          Spartan de Mexico S.A. de C.V., the Company's foreign subsidiary in 
Queretaro, Mexico, is working to generate orders from the Mexican and South 
American bus markets.  Spartan de Mexico posted a 2 cent per share loss in 
earnings during the three months ended March 31, 1995, consistent with the 
same period in 1994. Spartan de Mexico was unable to produce bus chassis
during the three months ended March 31, 1995 due to the slow progress of the
Mexican economy stabilization.

          Stockholders' equity increased by approximately $1.6 million for the
three months ended March 31, 1995, an increase of  2.5%.  This increase is net
of the investment securities valuation allowance of $156,000, established to
comply with the requirements of SFAS No. 115. The Company's debt to equity
ratio decreased to  10.3% on March 31, 1995 compared with 10.8% at December 31,
1994.

          The Company's unsecured line of credit with a bank provides for
maximum borrowings of $10,000,000 at 2 1/4% above the LIBOR rate (LIBOR rate at
March 31, 1995 was 6 1/8%).  As of March 31, 1995, there were no borrowings
against this line. In addition, under the terms of its credit agreement with
its bank, the Company has the ability to issue letters of credit totaling
$400,000.  At March 31, 1995, the Company had outstanding letters of credit
totaling $200,000.

EFFECT OF INFLATION

          Inflation affects the Company in two principal ways.  First, the
Company's debt is tied to the prime and LIBOR rates so that increases affecting
interest rates may be translated into additional interest expense. Second,
general inflation impacts prices paid for labor, parts and supplies. Whenever
possible, the Company attempts to cover increased costs of production and
capital by adjusting the selling prices of its products.  However, the Company
normally does not attempt to negotiate inflation-based price adjustment
provisions into its contracts.  Since order lead times can be as much as six
months, Spartan has limited ability to pass on cost increases to its customers
on a short-term basis.  In addition, markets served by the Company are
competitive in nature, and competition limits the pass through of cost
increases in many cases.  Internally, the Company strives to improve profits by
implementing cost effective methods of production.


                                      11
<PAGE>   14

                           PART II. OTHER INFORMATION



Item 1.                         Legal Proceedings                           

          The Company is party, both as plaintiff and defendant, to a number of
          lawsuits and claims arising out of the normal course of business. It
          is the best judgment of management that the financial position of the
          Company will not be materially affected by the final outcome of these
          legal proceedings.



Item 2.                       Changes in Securities                         

          NONE



Item 3.                  Defaults Upon Senior Securities                    

          NONE



Item 4.        Submission of Matters to a Vote of Security Holders          

          NONE



Item 5.                         Other Information                           

          NONE



Item 6.                 Exhibits and Reports on Form 8-K                    

          (a)  NOT APPLICABLE

          (b)  There were no reports on Form 8-K for the three months ended
               March 31, 1995.


                                      12
<PAGE>   15

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, Spartan
Motors, Inc., has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              Spartan Motors, Inc.


                                              By  /s/ James R. Jenks
                                                 -------------------------
                                                 James R. Jenks, CPA
                                                 Secretary/Treasurer





Date:      May 8, 1995    

   




                                      13
<PAGE>   16
                                EXHIBIT INDEX

Exhibit No.                 Description                         
- -----------                 -----------                         

    27                      Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                       5,349,872
<SECURITIES>                                11,789,592
<RECEIVABLES>                               25,538,015
<ALLOWANCES>                                   580,000
<INVENTORY>                                 25,447,455
<CURRENT-ASSETS>                            71,433,205
<PP&E>                                      12,838,665
<DEPRECIATION>                               4,956,648
<TOTAL-ASSETS>                              87,103,810
<CURRENT-LIABILITIES>                       17,844,051
<BONDS>                                      6,499,487
<COMMON>                                    22,131,928 
                                0
                                          0
<OTHER-SE>                                  41,048,344
<TOTAL-LIABILITY-AND-EQUITY>                87,103,810
<SALES>                                     43,774,933
<TOTAL-REVENUES>                            44,201,274
<CGS>                                       36,809,765
<TOTAL-COSTS>                               36,809,765
<OTHER-EXPENSES>                             4,455,397
<LOSS-PROVISION>                                91,683
<INTEREST-EXPENSE>                             116,606
<INCOME-PRETAX>                              2,936,112
<INCOME-TAX>                                 1,163,000
<INCOME-CONTINUING>                          1,773,112
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,773,112
<EPS-PRIMARY>                                      .14
<EPS-DILUTED>                                      .14
        

</TABLE>


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