<PAGE>
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 the Quarter Ended Commission File Number
JUNE 30, 1997 0-13611
SPARTAN MOTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-2078923
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
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.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS AUGUST 1, 1997
----- --------------
<S> <C> <C>
Common stock, $.01 par value 12,296,272 shares
</TABLE>
===========================================================================
<PAGE>
SPARTAN MOTORS, INC.
INDEX
========================================
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements:
Consolidated Balance Sheets - June 30, 1997
(Unaudited) and December 31, 1996 1-2
Consolidated Statements of Net Earnings -
Three and Six Months Ended June 30, 1997 and 1996
(Unaudited) 3-4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996
(Unaudited) 5-6
Notes to Unaudited Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 2. Changes in Securities 12
Item 4. Submission of Matters to a Vote of Security-Holders 13
Item 6. Exhibits and Reports on Form 8-K 13-14
SIGNATURES 15
-i-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
SPARTAN MOTORS, INC.
CONSOLIDATED BALANCE SHEETS
======================================
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,299,178 $ 4,912,001
Investment securities (Note 5) 4,413,125 8,955,809
Accounts receivable, less allowance
for doubtful accounts of $496,000
in 1997 and $629,000 in 1996 21,769,560 26,299,698
Inventories (Note 4) 27,736,612 24,283,517
Deferred tax benefit 1,000,068 1,471,700
Federal taxes receivable -- 925,000
Other current assets 1,269,435 1,063,601
----------- -----------
TOTAL CURRENT ASSETS 64,487,978 67,911,326
=========== ===========
PROPERTY, PLANT, AND EQUIPMENT,
net of accumulated depreciation
of $8,896,096 and $7,977,012 in
1997 and 1996, respectively 11,154,838 11,403,194
EQUITY INVESTMENT IN AFFILIATE 9,122,943 --
OTHER ASSETS 364,748 368,249
----------- -----------
TOTAL $85,130,507 $79,682,769
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements.
-1-
<PAGE>
<TABLE>
SPARTAN MOTORS, INC.
CONSOLIDATED BALANCE SHEETS
======================================
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 6,811,389 $ 6,264,362
Other current liabilities and
accrued expenses 1,166,176 2,058,820
Accrued warranty expense 2,746,152 2,002,870
Accrued customer rebates 515,244 480,216
Accrued taxes payable 385,300 --
Accrued compensation and related taxes 1,250,509 1,034,496
Accrued vacation 668,760 644,754
Current portion of long-term debt 1,232,664 586,000
----------- -----------
TOTAL CURRENT LIABILITIES 14,776,194 13,071,518
LONG-TERM DEBT, less current portion 9,018,747 5,206,631
----------- -----------
TOTAL LIABILITIES 23,794,941 18,278,149
SHAREHOLDERS' EQUITY:
Preferred Stock, no par value: 2,000,000
shares authorized (none issued)
Common Stock, $.01 par value, 23,900,000
authorized, issued 12,288,372 shares
in 1997 and 12,354,072 shares in 1996 122,884 123,541
Additional Paid in Capital 21,027,068 21,065,942
Retained earnings 40,293,512 40,195,117
Valuation allowance (107,898) 20,020
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 61,335,566 61,404,620
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $85,130,507 $79,682,769
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements.
-2-
<PAGE>
<TABLE>
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)
======================================
<CAPTION>
THREE MONTHS ENDED JUNE 30,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
SALES $39,126,432 $44,394,773
COST OF PRODUCTS SOLD 33,323,658 37,609,927
----------- -----------
GROSS PROFIT 5,802,774 6,784,846
OPERATING EXPENSES
Research and development 1,140,892 1,080,672
Selling, general, and administrative 3,917,338 3,881,993
----------- -----------
OPERATING INCOME 744,544 1,822,181
OTHER INCOME EXPENSE
Interest Expense (192,885) (110,694)
Interest and Other Income 342,169 307,782
EARNINGS BEFORE TAXES ON INCOME AND ----------- -----------
EQUITY IN LOSS OF AFFILIATE 893,828 2,019,269
EQUITY IN INCOME (LOSS) OF AFFILIATE 46,579 --
EARNINGS BEFORE TAXES ON INCOME 940,407 2,019,269
----------- -----------
TAXES ON INCOME 339,400 876,000
NET EARNINGS $ 601,007 $ 1,143,269
=========== ===========
NET EARNINGS PER SHARE $ 0.05 $ 0.09
=========== ===========
DIVIDENDS DECLARED PER SHARE $ 0.07 $ 0.05
=========== ===========
-3-
<PAGE>
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 12,411,435 12,533,000
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements.
-4-
<PAGE>
<TABLE>
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)
======================================
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
SALES $84,914,015 $91,483,052
COST OF PRODUCTS SOLD 71,977,160 78,491,068
----------- -----------
GROSS PROFIT 12,936,855 12,991,984
OPERATING EXPENSES
Research and development 2,252,220 2,080,090
Selling, general, and administrative 7,243,595 7,392,944
----------- -----------
OPERATING INCOME 3,441,040 3,518,950
OTHER INCOME EXPENSE
Interest Expense (447,453) (239,358)
Interest and Other Income 715,083 607,705
EARNINGS BEFORE TAXES ON INCOME AND ----------- -----------
EQUITY IN LOSS OF AFFILIATE 3,708,670 3,887,297
EQUITY IN INCOME (LOSS) OF AFFILIATE (877,057) --
EARNINGS BEFORE TAXES ON INCOME 2,831,613 3,887,297
----------- -----------
TAXES ON INCOME 1,448,400 1,532,000
NET EARNINGS $ 1,383,213 $ 2,355,297
=========== ===========
NET EARNINGS PER SHARE $ 0.11 $ 0.19
=========== ===========
DIVIDENDS DECLARED PER SHARE $ 0.07 $ 0.05
=========== ===========
-5-
<PAGE>
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 12,411,435 12,567,000
=========== ===========
</TABLE>
See notes to unaudited consolidated financial statements.
-6-
<PAGE>
<TABLE>
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
======================================
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------------
1997 1996
------------ ------------
<S> <C> <C>
NET EARNINGS $ 1,383,213 $ 2,355,297
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 984,500 884,896
Gain on sales of assets and
marketable securities (74,576) (4,903)
Equity in net loss of affiliate 877,057 --
Decrease (increase) in:
Accounts receivable 4,530,138 (5,299,053)
Inventories (3,453,095) (1,271,081)
Deferred tax benefit 471,632 --
Federal taxes receivable 925,000 --
Other current assets (205,834) 52,422
Increase (decrease) in:
Accounts payable 547,027 3,080,661
Other current liabilities and accrued expenses (892,644) 976,141
Accrued warranty expense 743,282 102,144
Accrued customer rebate 35,028 (31,670)
Accrued taxes payable 385,300 --
Accrued compensation and related taxes 240,019 325,232
------------ ------------
TOTAL ADJUSTMENTS 5,112,834 (1,185,211)
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 6,496,047 1,170,086
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant, and equipment (731,150) (835,406)
Proceeds from sales of property, plant,
and equipment 18,600 --
Purchases of investment securities (600,000) (3,051,290)
Proceeds from sales of investment securities 5,086,322 1,640,822
Investment in affiliate (10,000,000) --
Principal repayment on notes receivable -- 103,997
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (6,226,228) (2,141,877)
(Continued)
</TABLE>
-7-
<PAGE>
<TABLE>
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
======================================
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt $ 5,000,000 $ --
Proceeds from exercise of stock options 80,124 85,360
Payments on long-term debt (541,217) (237,208)
Purchase of treasury stock (556,036) (866,875)
Dividends paid (865,513) (626,679)
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 3,117,358 (1,645,402)
EFFECT OF EXCHANGE RATE CHANGES ON CASH -- 128,941
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,387,177 (2,488,252)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,912,001 5,202,593
============ ============
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,299,178 $ 2,714,341
============ ============
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest
was $449,562 and $240,158 for the six months ended June 30, 1997 and 1996,
respectively. Cash paid for income taxes was $124,100 and $905,000 for the
six months ended June 30, 1997 and 1996, respectively.
See notes to unaudited consolidated financial statements.
-8-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
======================================
NOTE 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, 1996, included in the
Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 28, 1997.
NOTE 2 The accompanying unaudited interim consolidated financial
statements reflect all normal and recurring adjustments that are
necessary for fair presentation of the financial position as of
June 30, 1997, and the results of operations for the three and
six month periods ended June 30, 1997 and 1996.
NOTE 3 The results of operations for the three month period ended
June 30, 1997, are not necessarily indicative of the results to
be expected for the full year.
NOTE 4 Inventories consist of raw materials and purchased components,
work in process, and finished goods and are summarized as
follows:
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
<S> <C> <C> <C>
Finished goods $ 2,613,120 $ 2,449,406
Raw materials and
purchased components 25,845,486 22,057,444
Work in process 430,062 528,667
Obsolescence reserve (1,152,056) (752,000)
----------- -----------
$27,736,612 $24,283,517
=========== ===========
</TABLE>
NOTE 5 In January 1997 the Company acquired a 33% interest in Carpenter
Industries, Inc. ("Carpenter") for approximately $10 million.
Carpenter is a manufacturer of school bus bodies and chassis.
The Company will account for its investment in Carpenter using
the equity method of accounting. A summary of Carpenter's
balance sheet as of June 30, 1997 and the results of its
operations for the six month period ended June 30, 1997 are as
follows:
-9-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
======================================
<TABLE>
<CAPTION>
JUNE 30, 1997
-------------
(Unaudited)
<S> <C> <C>
Balance Sheet
Total Assets $70,644,124
===========
Total Liabilities 53,774,896
Stockholders' Equity 16,869,228
Total Liabilities and Equity 70,644,124
===========
Income Statement
Revenues 40,160,069
Loss Before Interest and Taxes (891,713)
Net Loss (2,631,173)
</TABLE>
NOTE 6 During the six months ended June 30, 1997, shareholders' equity
changed as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance at December 31, 1996 $61,404,620
Net earnings 1,383,213
Exercise of stock options 97,200
Dividends paid (865,513)
Purchase and constructive
retirement of stock (556,036)
Valuation allowance - investment
securities (127,918)
-----------
Balance at June 30, 1997 $61,335,566
===========
</TABLE>
-10-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
======================================
NOTE 7 The Financial Accounting Standards Board has issued three new
accounting standards which apply to the Company. Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," which is effective for financial statements issued after
December 31, 1997, requires companies to present earnings per
share on the face of the income statement in two categories
called "Basic and Diluted" and requires restatement of all
periods presented. The Company will adopt SFAS No. 128 during
the fourth quarter of 1997. The Company anticipates that the
adoption of SFAS No. 128 will not have a material impact on
earnings per share.
SFAS No. 130, "Reporting Comprehensive Income," requires
companies to classify items of other comprehensive income by
their nature in a financial statement and to display the
accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in-capital in the equity
section of a statement of financial position. This statement is
effective for fiscal years beginning after December 15, 1997.
The Company will adopt SFAS No. 130 in 1998.
SFAS No. 131 "Disclosures about Segments of an Enterprise and
Related Information" which is affective for fiscal years
beginning after December 31, 1997, requires that a public
business enterprise report financial and descriptive information
about its reportable operating segments. The Company will adopt
SFAS No. 131 in 1998.
NOTE 8 Additional Information. The Company has entered into definitive
agreements to acquire or merge with two fire truck manufacturers
and has entered into a letter of intent to acquire a third fire
truck manufacturer. It is expected that the transactions will
close by the end of the third quarter.
-11-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion of the major elements impacting the
Company's financial and operating results for the three month and six month
periods ended June 30, 1997 compared to the same periods ended June 30,
1996. The comments that follow should be read in conjunction with the
Company's consolidated financial statements and related notes contained in
this Form 10-Q.
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 SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Product Sold 85.2 84.7 84.8 85.8
----- ----- ----- -----
Gross Profit 14.8% 15.3% 15.2% 14.2%
Operating Expenses
Research and development 2.9% 2.4% 2.7% 2.3%
Selling, general, and administrative 10.0 8.7 8.5 8.1
----- ----- ----- -----
Total Operating Expenses 12.9% 11.1% 11.2% 10.4%
Income from operations 1.9% 4.2% 4.0% 3.8%
Interest Expense (.5) (.2) (.5) (.3)
Other income (expense) .9 .6 .8 .6
----- ----- ----- -----
Earnings before taxes on income and
equity in income (loss) of affiliate 2.3% 4.6% 4.3% 4.1%
Equity in income (loss) of affiliate .1 -- (1.0)% --
Taxes on income .9 2.0 1.7% 1.6
----- ----- ----- -----
Net earnings 1.5% 2.6% 1.6% 2.5%
===== ===== ===== =====
</TABLE>
-12-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
THREE MONTH PERIOD ENDED JUNE 30, 1997, COMPARED TO THE THREE MONTH PERIOD
ENDED JUNE 30, 1996
The Company reported lower sales and earnings for the second quarter
of 1997 compared to the same period in 1996. Revenues declined $5.3
million from $44.4 million for the second quarter of 1996 to $39.1 million
for the second quarter of 1997, which is a 13.4% reduction. A decline in
motorhome revenues of 7.1% and a decline in fire truck revenues of 21.2%
accounts for 92% of this reduction in revenues. The decline in motorhome
revenues is largely caused by slow sales in the low end of the Company's
product line. The decline in fire truck revenues is due to a soft fire
truck market and it is anticipated that this market will continue this
downward trend into the third quarter.
Gross profit declined 14.5% from $6.8 million in 1996 to $5.8 million
in 1997. Gross margins for the second quarter of 1997 were slightly below
the second quarter of 1996, however gross margin has increased 7% from
14.2% to 15.2% for the six month period ended June 30, 1997. This increase
in gross margin reflects the Company's investment in new product
development which has resulted in new product introductions in the
Company's motorhome and school bus chassis businesses.
Net income declined 51.5% from $1.1 million in the second quarter of
1996 to $.6 million for the second quarter of 1997. Operating expenses
increased $96,000 for the second quarter of 1997, primarily due to research
and development expenses. Interest expense increased $82,000 due to the
$5 million term loan borrowed for the Company's investment in Carpenter
Industries.
Carpenter rebounded from a first quarter loss of approximately $2.7
million to record a modest profit of approximately $100,000 for the
second quarter of 1997. The improvement was due to increased revenues
of approximately $3.6 million and a continued focus on reducing costs
and improving manufacturing operations.
Total chassis order intake decreased 17% in the second quarter of 1997
compared to the second quarter of 1996. This decrease reflects a reduction
in fire truck and motorhome orders with fire truck orders declining 23%
and motorhome orders declining 10%.
SIX MONTH PERIOD ENDED JUNE 30, 1997, COMPARED TO THE SIX MONTH PERIOD
ENDED JUNE 30, 1996
Revenues for the six months ended June 30, 1997 were $84.9 million
compared with $91.5 million for the same period in 1996, a decrease of 7.7%.
Net income for the six months ended June 30, 1997 was $1.4 million compared
-13-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
with $2.4 million for the six months ended June 30, 1996, a decrease of
41.7%. The decline in revenues and income primarily is attributable to a
decline in transit bus and fire truck sales. Total chassis production
declined 7.2% with fire truck production down 23.3%.
Gross profit declined .4% during the six months ended June 30, 1997
which reflects the Company's continued emphasis on reducing costs and
increasing efficiencies. Also, profit margins for the six months ended
June 30, 1997 in the specialty market have improved from the same
period in 1996 as the Company continues to focus on diversification into
other product lines to reduce the Company's dependence on any single
product line.
Operating expenses for the six months ended June 30, 1997 remained
consistent with 1996, however, net interest expense increased $121,000
due to the $10 million investment in Carpenter Industries in January of
1997, which was partially financed with a five-year term loan.
Total chassis orders declined 7.1% during the six month period of 1997
versus the same period in 1996. This decline primarily is attributable to
a 23% decline in fire truck chassis orders.
At June 30, 1997, the Company had approximately $52.5 million in
backlog chassis compared with a backlog of approximately $49.3 million for
the same period in 1996. This increase primarily is attributable to an
increase in orders for bus chassis. While orders in backlog are subject to
modification, cancellation, or rescheduling by customers, the Company has
not experienced significant modification, cancellation, or rescheduling of
orders in the past. Although the backlog of unfilled orders is one of many
indicators of market demand, several factors, such as changes in production
rates, available capacity, new product introductions, and competitive
pricing actions, may affect actual sales. Accordingly, a comparison of
backlog from period to period is not necessarily indicative of eventual
actual shipments.
LIQUIDITY AND CAPITAL RESOURCES
The Company historically has financed its growth through a combination
of funds provided from equity offerings, operations, and long- and short-term
debt financing. During the six months ended June 30, 1997, cash
provided by operating activities was approximately $6.5 million.
On June 30, 1997, the Company had working capital of $49.7 million
compared to $54.8 million on December 31, 1996. The current ratio on
June 30, 1997 decreased to 4.4 compared with 5.2 on December 31, 1996. The
change in working capital was primarily the result of increases in the
-14-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
current portion of long-term debt incurred in the Carpenter investment
and an increase in accrued warranty expense to reflect the change to a
36-month warranty from a 12-month warranty.
The Company currently anticipates that cash generated from operations,
the liquidity of short-term investment securities, and its existing credit
line will be sufficient to satisfy working capital and capital expenditure
requirements for the foreseeable future. Such factors should 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.
Shareholders' equity decreased slightly to approximately $61.3 million
as of June 30, 1997. This change primarily is due to the $1.4 million of
net earnings offset by the payment of a $.07 per share dividend and
the repurchase of 80,100 shares of the Company's common stock. The
Company's debt to equity ratio increased to 14.7% on June 30, 1997,
compared with 8.5% on December 31, 1996 due to the $5 million of term debt
used to partially finance the investment in Carpenter.
The Company's unsecured line of credit with a bank provides for
maximum borrowings of $15 million at 2% above the 30-day LIBOR, which was
5.75% at June 30, 1997. As of June 30, 1997, 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 June 30, 1997, the Company had outstanding letters
of credit totaling $200,000.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Except for the historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements which involve
risks and uncertainties, including but not limited to economic,
competitive, governmental, and technological factors affecting the Company's
operations, markets, products, services, and prices, and other factors
discussed in the Company's filings with the Securities and Exchange
Commission.
-15-
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
The Board of Directors of the Company approved a Series A Preferred
Stock Purchase Rights Plan ("Plan"). Under the plan, one Series A
Preferred Stock Purchase Right is attached to each outstanding share of
common stock, $.01 par value (the "Common Stock"), of the Company. Each
Right entitles the registered holder to purchase from the Company one one-
hundredth of a share of Series A Preferred Stock, no par value, at a price
of $50 per share, subject to adjustment, upon certain specified events.
The description and terms of the Rights are set forth in a Rights Agreement
("Rights Agreement") between the Company and American Stock Transfer &
Trust Company, as Rights Agent. The Company filed a Form 8-A Registration
Statement covering the Plan with the Securities and Exchange Commission on
June 25, 1997. The Rights Agreement appears as Exhibit 99(a) to that Form
8-A.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
The annual meeting of shareholders of Spartan Motors, Inc. was held on
June 5, 1997. The purpose of the meeting was to elect directors and
transact any other business that properly came before the meeting.
The name of each director elected (along with the number of votes cast
for or authority withheld) is as follows:
<TABLE>
<CAPTION>
VOTES CAST
AUTHORITY
ELECTED DIRECTORS FOR WITHHELD/AGAINST
- ----------------- --- ----------------
<S> <C> <C>
John E. Sztykiel 12,051,763 110,014
Charles E. Nighart 12,065,064 96,713
James C. Penman 12,057,451 104,326
</TABLE>
The following persons continue to serve as directors: George W.
Sztykiel, William F. Foster, Anthony G. Sommer, George Tesseris, and
David R. Wilson.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following documents are filed as exhibits to this
report on Form 10-Q:
-16-
<PAGE>
EXHIBIT NUMBER DOCUMENT
-------------- --------
3.1 Spartan Motors, Inc. Restated Articles of Incorporation.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the period ended December 31, 1995,
and incorporated herein by reference.
3.2 Spartan Motors, Inc. Bylaws (restated to reflect all
amendments). Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the period ended
December 31, 1995, and incorporated herein by reference.
4.1 Spartan Motors, Inc. Restated Articles of Incorporation.
See Exhibit 3.1 above.
4.2 Spartan Motors, Inc. Bylaws. See Exhibit 3.2 above.
4.3 Rights Agreement dated June 4, 1997 between Spartan
Motors, Inc. and American Stock Transfer & Trust Company.
Previously filed as an exhibit to the Company's Form 8-A
filed on June 25, 1997, and incorporated herein by
reference.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during
the period for which this report is filed.
-17-
<PAGE>
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.
Date: August 14, 1997 By /S/RICHARD J. SCHALTER
Richard J. Schalter
Secretary and Treasurer
(Principal Accounting and Financial
Officer)
-18-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
- -------------- --------
3.1 Spartan Motors, Inc. Restated Articles of Incorporation.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the period ended December 31, 1995,
and incorporated herein by reference.
3.2 Spartan Motors, Inc. Bylaws (restated to reflect all
amendments). Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the period ended
December 31, 1995, and incorporated herein by reference.
4.1 Spartan Motors, Inc. Restated Articles of Incorporation.
See Exhibit 3.1 above.
4.2 Spartan Motors, Inc. Bylaws. See Exhibit 3.2 above.
4.3 Rights Agreement dated June 4, 1997 between Spartan
Motors, Inc. and American Stock Transfer & Trust Company.
Previously filed as an exhibit to the Company's Form 8-A
filed on June 25, 1997, and incorporated herein by
reference.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF SPARTAN MOTORS,
INC. AND SUBSIDIARIES FOR THE PERIOD ENDED JUNE 30, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 8,299,178
<SECURITIES> 4,413,125
<RECEIVABLES> 21,769,560
<ALLOWANCES> 496,000
<INVENTORY> 21,769,560
<CURRENT-ASSETS> 64,487,978
<PP&E> 11,154,838
<DEPRECIATION> 8,896,096
<TOTAL-ASSETS> 85,130,507
<CURRENT-LIABILITIES> 14,776,194
<BONDS> 9,018,747
<COMMON> 122,884
0
0
<OTHER-SE> 61,212,682
<TOTAL-LIABILITY-AND-EQUITY> 61,335,566
<SALES> 84,914,015
<TOTAL-REVENUES> 84,914,015
<CGS> 71,977,160
<TOTAL-COSTS> 71,977,160
<OTHER-EXPENSES> 9,495,815
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 447,453
<INCOME-PRETAX> 2,831,613
<INCOME-TAX> 1,448,400
<INCOME-CONTINUING> 1,383,213
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,383,213
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.11
</TABLE>
