<PAGE>
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 the Quarter Ended Commission File Number
SEPTEMBER 30, 1998 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 NOVEMBER XX, 1998
<S> <C>
Common stock, $.01 par value 12,561,491 shares
</TABLE>
===============================================================================
<PAGE>
SPARTAN MOTORS, INC.
INDEX
-========================
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets - September 30, 1998
(Unaudited) and December 31, 1997 1-2
Condensed Consolidated Statements of Operations -
Three and Nine Months Ended September 30, 1998 and 1997
(Unaudited) 3-4
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1998 and 1997
(Unaudited) 5-6
Notes to Condensed Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 18-19
SIGNATURES 20
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPARTAN MOTORS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
=====================================
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 499,671 $ 4,812,438
Investment securities 2,853,296 2,893,167
Accounts receivable, less allowance
for doubtful accounts of $545,000
in 1998 and $924,000 in 1997 41,335,382 26,875,828
Inventories (Note 4) 37,891,016 27,033,117
Deferred tax benefit 3,068,904 2,861,250
Federal taxes receivable 112,198 513,379
Other current assets 748,892 591,909
--------------- --------------
TOTAL CURRENT ASSETS 86,509,359 65,581,088
Property, Plant, and Equipment,
net of accumulated depreciation
of $10,582,000 and $9,734,000 in
1998 and 1997, respectively 11,367,199 11,891,496
Equity Investment in Affiliate (Note 5) -- --
Mortgage note receivable from Affiliate 1,354,000 --
Goodwill, net of accumulated amortization
of $365,000 and $77,000 in 1998 and
1997, respectively 5,392,155 3,378,408
Other Assets 13,735 394,638
--------------- --------------
TOTAL ASSETS $ 104,636,448 $ 81,245,630
=============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE>
SPARTAN MOTORS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
===========================================
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,503,222 $ 12,001,995
Other current liabilities and
accrued expenses 2,344,000 1,469,211
Accrued warranty expense 3,636,061 3,070,780
Accrued customer rebates 722,717 695,367
Taxes on income 3,348,738 1,708,090
Accrued compensation and related taxes 1,806,503 1,301,525
Accrued vacation 825,982 720,788
Deposits from customers 3,029,198 3,184,367
--------------- --------------
TOTAL CURRENT LIABILITIES 39,216,421 24,152,123
Long-Term Debt 15,015,922 9,603,785
SHAREHOLDERS' EQUITY:
Preferred Stock, no par value, 2,000,000
shares authorized (none issued)
Common Stock, $.01 par value, 23,900,000
authorized, issued 12,536,891 shares
in 1998 and 12,335,960 shares in 1997 125,369 123,360
Additional Paid in Capital 24,152,744 22,700,965
Retained earnings 26,147,964 24,683,476
Valuation allowance (21,972) (18,079)
--------------- --------------
TOTAL SHAREHOLDERS' EQUITY 50,404,105 47,489,722
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 104,636,448 $ 81,245,630
=============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE>
SPARTAN MOTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
===========================================
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
SALES $ 69,633,280 $ 38,327,198
COST OF PRODUCTS SOLD 59,924,532 32,890,637
---------------- ---------------
GROSS PROFIT 9,708,748 5,436,561
OPERATING EXPENSES
Research and development 1,412,045 1,072,512
Selling, general and administrative 4,434,705 3,437,951
---------------- ---------------
OPERATING INCOME 3,861,998 926,098
OTHER INCOME/(EXPENSE)
Interest Expense (284,894) (175,986)
Interest and Other Income 223,770 152,008
---------------- ---------------
EARNINGS BEFORE EQUITY IN LOSS OF AFFILIATE
AND TAXES ON INCOME 3,800,874 902,120
EQUITY IN LOSS OF AFFILIATE 332,500 2,134,322
---------------- ---------------
EARNINGS (LOSS) BEFORE TAXES ON INCOME 3,468,374 (1,232,202)
TAXES ON INCOME 1,409,897 226,124
---------------- ---------------
NET EARNING (LOSS) $ 2,058,477 $ (1,458,326)
================ ===============
BASIC AND DILUTED NET EARNINGS PER SHARE $ 0.16 $ (0.12)
================ ===============
BASIC AND DILUTED WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 12,552,000 12,393,000
================ ===============
</TABLE>
-5-
<PAGE>
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
Net Earnings (Loss) $ 2,058,477 $ (1,458,326)
Unrealized gains/(losses) on investment securities,
net of tax 27,357 96,456
---------------- ---------------
TOTAL COMPREHENSIVE INCOME (LOSS) $ 2,085,834 $ (1,361,870)
================ ===============
</TABLE>
See notes to condensed consolidated financial statements.
-6-
<PAGE>
SPARTAN MOTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
===========================================
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
SALES $ 184,293,792 $ 123,241,213
COST OF PRODUCTS SOLD 158,327,275 104,867,797
---------------- ---------------
GROSS PROFIT 25,966,517 18,373,416
OPERATING EXPENSES
Research and development 4,031,092 3,324,732
Selling, general and administrative 13,290,019 10,681,546
---------------- ---------------
OPERATING INCOME 8,645,406 4,367,138
OTHER INCOME/(EXPENSE)
Interest Expense (769,603) (623,438)
Interest and Other Income 719,160 867,091
---------------- ---------------
EARNINGS BEFORE EQUITY IN LOSS OF AFFILIATE
AND TAXES ON INCOME 8,594,963 4,610,791
EQUITY IN LOSS OF AFFILIATE 3,103,500 4,765,293
---------------- ---------------
EARNINGS (LOSS) BEFORE TAXES ON INCOME 5,491,463 (154,502)
TAXES ON INCOME 2,948,885 1,674,524
---------------- ---------------
NET EARNINGS (LOSS) $ 2,542,578 $ (1,829,026)
================ ===============
BASIC AND DILUTED NET EARNINGS (LOSS) PER SHARE $ 0.20 $ (0.15)
================ ===============
BASIC AND DILUTED WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 12,500,000 12,472,000
================ ===============
</TABLE>
-7-
<PAGE>
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
Net Earnings (Loss) $ 2,542,578 $ (1,829,026)
Unrealized gains/(losses) on investment securities,
net of tax (3,893) 27,357
---------------- ---------------
TOTAL COMPREHENSIVE INCOME (LOSS) $ 2,538,685 $ (1,801,669)
================ ===============
</TABLE>
See notes to condensed consolidated financial statements.
-8-
<PAGE>
SPARTAN MOTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
===========================================
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------
1998 1997
--------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ 2,542,578 $ (1,829,028)
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 1,762,582 1,255,665
Gain on sales of assets and marketable securities (83,653) (49,785)
Equity in net loss of affiliate 3,103,500 4,765,293
Decrease (increase) in assets net of effects of
acquisitions of subsidiaries:
Accounts receivable (14,109,768) 5,043,583
Inventories (7,644,501) (3,826,311)
Deferred tax benefit -- 444,255
Federal taxes receivable 401,181 349,945
Other assets 426,809 (98,461)
Increase (decrease) in liabilities net of effects
of acquisitions of subsidiaries:
Accounts payable 10,122,448 819,889
Other current liabilities and accrued expenses 781,057 (739,525)
Accrued warranty expense 330,281 505,276
Accrued customer rebates 27,350 95,588
Taxes on income 1,640,648 1,805,924
Accrued vacation (40,160) (62,860)
Accrued compensation and related taxes 208,581 (169,891)
Deposits from customers (614,308) --
-------------- ---------------
TOTAL ADJUSTMENTS (3,687,953) 10,138,585
-------------- ---------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,145,375) 8,309,557
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (624,999) (1,182,951)
Proceeds from sales of property, plant and equipment 171,724 18,600
Purchases of investment securities (364,976) (9,262,827)
Proceeds from sales of investment securities 400,000 13,531,196
Investment in Affiliate (3,103,500) (13,000,000)
Note receivable advanced (1,354,000)
Acquisition of subsidiary, net of cash received (1,661,787) (3,995,981)
-------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (6,537,538) (13,891,963)
</TABLE>
-9- (Continued)
<PAGE>
SPARTAN MOTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) - CONTINUED
==========================================
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable $ 55,000 $ 1,795,000
Payments on notes payable (291,177) (266,510)
Proceeds from long-term debt 5,396,215 5,000,000
Payments on long-term debt (679,766) (1,708,498)
Net proceeds from exercise of stock options 63,265 229,783
Purchase of treasury stock (293,736) (556,037)
Dividends paid (879,655) (865,212)
--------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 3,370,146 3,628,526
--------------- ---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,312,767) (1,953,880)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,812,438 4,912,001
--------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 499,671 $ 2,958,121
=============== ===============
</TABLE>
SUPPLEMENTAL DISCLOSURES: Cash paid for interest was $946,000 and $623,000
for the nine months ended September 30, 1998 and 1997, respectively. Cash
paid for income taxes was $1,472,000 and $634,000 for the nine months ended
September 30, 1998 and 1997, respectively.
-10-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO 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, 1997, included in Form
10-K filed with the Securities and Exchange Commission on March
31, 1998.
Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive
Income," which requires that all items recognized as components of
other comprehensive income be reported in the financial statements.
Comprehensive income for the Company generally represents items
that are reported as components of shareholders' equity in
accordance with generally accepted accounting principles but have
not been recognized as part of net income such as unrealized gains
or losses on investment securities and foreign currency translation
adjustments.
NOTE 2 The accompanying unaudited interim consolidated financial
statements reflect all normal and recurring adjustments that are
necessary for the fair presentation of the financial position as
of September 30, 1998, and the results of operations for the
three and nine month periods ended September 30, 1998 and 1997.
NOTE 3 The results of operations for the nine-month period ended
September 30, 1998, 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>
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ -----------------
<S> <C> <C> <C>
Finished goods $ 3,345,016 $ 2,801,432
Raw materials and
purchased components 33,405,023 21,721,297
Work in process 3,029,054 3,612,888
Obsolescence reserve (1,888,077) (1,102,500)
-------------- --------------
$ 37,891,016 $ 27,033,117
============== ==============
</TABLE>
-11-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
======================================
NOTE 5 The Company has a 33% interest in Carpenter Industries, Inc.
("Carpenter"). Carpenter is a manufacturer of school bus bodies
and chassis. The Company made additional equity investments to
Carpenter in the first, second, and third quarters of 1998 in the
amounts of $1,250,000, $1,521,000, and $332,500, respectively,
which were written off to record the Company's share of
Carpenter's net loss for the respective quarters. The Company
accounts for its investment in Carpenter using the equity method
of accounting. A summary of Carpenter's balance sheet as of
September 30, 1998 and the results of its operations for the
nine-month period ended September 30, 1998 are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
------------------
(unaudited)
<S> <C> <C>
BALANCE SHEET
Current Assets $ 9,446,393
Total Assets 23,931,711
Current Liabilities 27,395,074
Total Liabilities 37,978,020
Stockholders' Equity (14,046,309)
Total Liabilities and Shareholders' Equity 23,931,711
INCOME STATEMENT
Revenues 34,336,067
Loss from Operations (16,566,901)
</TABLE>
A going concern opinion was issued for Carpenter for its year ended
December 31, 1997. Therefore, the Company's investment in Carpenter
had been impaired. The Company has written down its investment in
Carpenter to zero.
On October 23, 1998, the Company acquired additional shares of
stock of Carpenter in exchange for $1, bringing its total ownership
percentage to 49.9%. In addition, the Company acquired 95.5% of
non-voting stock in exchange for $3.08 million in cash and $5.08
million in credit support. Going forward, the Company also agreed
to contribute up to $3.0 million in additional working capital
support in exchange for additional shares of non-voting stock. As
-12-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________
NOTE 5
(continued)
part of these transactions, the Company also obtained control of
the Board of Carpenter and has agreed to be actively engaged in the
day-to-day operations as well. Consequently, future operating
results of Carpenter will be consolidated.
NOTE 6 During the nine months ended September 30, 1998, shareholders'
equity changed as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance at December 31, 1997 $ 47,489,722
Net earnings 2,542,578
Exercise of stock options 63,265
Purchase and constructive retirement of stock (293,736)
Stock issued in purchase of subsidiary 1,485,824
Change in valuation allowance-investment
securities (3,893)
Payment of dividends (879,655)
---------------
Balance at September 30, 1998 $ 50,404,105
===============
</TABLE>
NOTE 7 On January 7, 1998, the Company purchased all of the outstanding
stock of Road Rescue, Inc. ("Road Rescue"), a manufacturer of
emergency vehicles, including ambulances, rescue vehicles, and
critical care units. The purchase price paid for Road Rescue was
approximately $3.3 million, including cash consideration of
approximately $1.8 million with the balance funded through the
issuance of 240,133 shares of the Company's Common Stock. The
fair market value of the Company's Common Stock on the effective
date of the transaction was $6-3/16 per share. Funds for the
payment of the purchase price were provided primarily through the
Company's line of credit. The acquisition was accounted using
the purchase method and, accordingly, the assets and liabilities
of Road Rescue have been recorded at their estimated fair value
at the date of the acquisition. The excess of purchase price
over the estimated fair value of the net assets acquired,
approximately $2.4 million, has been recorded as goodwill, which
-13-
<PAGE>
SPARTAN MOTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________
NOTE 7
(continued)
is being amortized over 15 years. The fair values of the assets
acquired and the liabilities assumed were as follows: current
assets of approximately $3.9 million; property, plant, and
equipment of approximately $0.4 million; other assets of
approximately $0.2 million; current liabilities of approximately
$3.3 million; and long-term liabilities of approximately $0.3
million.
As described in the Company's financial statements for the year
ended December 31, 1997, the Company acquired two other emergency
vehicle manufacturers in 1997. The following unaudited pro forma
results of operations for the nine months ended September 30, 1998
and 1997, assume all three acquisitions and the acquisition of
Carpenter discussed in Note 5, occurred at the beginning of the
respective periods. These unaudited pro forma results have been
prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition been in
effect on the dates indicated, or of the results which may occur in
the future.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------------------
1998 1997
------------------------ ------------------------
<S> <C> <C>
Net sales $ 218,629,859 $ 216,305,517
Net earnings (loss) (16,550,771) (10,551,127)
Basic and diluted earnings (loss) per share $ (1.32) $ (0.85)
</TABLE>
NOTE 8 The Financial Accounting Standards Board has issued SFAS No. 131
"Disclosures about Segments of an Enterprise and Related
Information." This statement is effective for fiscal years
beginning after December 15, 1997. The Company will reflect SFAS
No. 131 information beginning with the filing of its annual
report on Form 10-K for the year ending December 31, 1998.
Interim financial statements are not required to reflect this
statement in the initial year of adoption.
-14-
<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 period ended September 30, 1998
compared to the period ended September 30, 1997. 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 operations, on an actual basis,
as a percentage of revenues:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------ -------------------------
1998 1997 1998 1997
---------- -------- -------- ---------
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of Product Sold 86.1% 85.8% 85.9% 85.1%
------- ------- ------- -------
Gross Profit 13.9% 14.2% 14.1% 14.9%
Operating Expenses:
Research and development 2.0% 2.8% 2.2% 2.7%
Selling, general, and administrative 6.4% 9.0% 7.2% 8.6%
------- ------- ------- -------
Operating Income 5.5% 2.4% 4.7% 3.6%
Other (0.1)% (0.1)% 0.0% 0.2%
------- ------- ------- -------
Earnings before loss on equity
investment and taxes on income 5.4% 2.3% 4.7% 3.8%
Equity in loss of affiliate 0.4% 5.6% 1.7% 3.9%
Taxes on income 2.0% 0.6% 1.6% 1.4%
------- ------- ------- -------
Net earnings (loss) 3.0% (3.9)% 1.4% (1.5)%
======= ======= ======= =======
</TABLE>
-15-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1998, COMPARED TO THE THREE-MONTH
PERIOD ENDED SEPTEMBER 30, 1997
For the three months ended September 30, 1998, consolidated sales increased
$31.3 million (81.7%) over the amount reported for the same period in the
previous year. The Emergency Vehicle Team (EVT) provided approximately
$14.5 million in sales during the third quarter of 1998, compared to $3.0
million in the third quarter of 1997. This increase reflects the purchase
of Luverne Fire Apparatus Co., Ltd. ("Luverne") and Quality Manufacturing,
Inc.("Quality") in August 1997 and Road Rescue, Inc. in January 1998.
Chassis sales for the three months ending September 30, 1998 increased
$20.9 million (57.6%), compared to the sales reported for the same period
in 1997. All major chassis lines showed improvement in the third quarter
of 1998 over the third quarter of 1997. The majority of the increase in
chassis sales came from Motorhome chassis sales, which increased 91.9% in
the third quarter of 1998 over that of 1997. This increase is primarily
due to higher market demand for recreational vehicles, which has increased
approximately 14% in units over the previous year. The market for rear
engine diesel pusher Motorhomes, which is the market in which the Company
competes, has increased an estimated 25% in units over the previous year.
The higher market demand is further evidenced by the increase in backlog
for Motorhome chassis, which has increased 63.6% over the level at
September 30, 1997.
The improvement in Fire Truck chassis sales was 8.9% over the third quarter
of 1997. This is due to the strengthening of the market coupled with
increased demand for the Company's Advantage product line. With the
acquisition of two of the Company's customers, Luverne and Quality, $1.1
million of chassis that were in the inventory of the new subsidiaries at
September 30, 1998 had to be eliminated from consolidated sales. In
previous years, these chassis would have been considered sales for the
Company.
Bus sales for the third quarter of 1998 have increased 46.4% over the same
period for 1997. This increase is primarily due to the introduction of the
Company's new tour bus chassis, the Z2. In October of 1998, the Company
received an order to provide 75 of the Z2 chassis as platforms for Irizar
Tour Buses. Bus backlog was boosted further by another October order for
80 transit style bus chassis for a contract with the Southeastern
Pennsylvania Transit Authority (SEPTA). These two orders, for which
delivery will occur in the first half of 1999, account for more than $12
million in sales. Since these orders were received in October, they are
not included in the backlog numbers at September 30, 1998.
-16-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Gross profit increased $4.3 million for the third quarter of 1998 compared
to the third quarter of 1997. The increase is primarily due to the
contribution of the EVT and from the increased chassis sales. Gross profit
as a percentage of sales declined slightly from 14.2% for the third quarter
of 1997 to 13.9% for the third quarter of 1998. The EVT operates at lower
margins than the chassis group, since their value added is in the body
rather than the chassis. Also, the change in product mix, particularly the
increase in bus chassis sales during the third quarter of 1998 compared to
the third quarter of 1997, reduced the Company's gross margin percentage.
Operating expenses declined from 11.8% of sales for the third quarter of
1997 to 8.4% for the third quarter of 1998. This reduction in operating
expenses as a percentage of sales reflects the Company's continued efforts
to increase efficiencies and reduce costs.
The equity in loss of affiliate is the result of Carpenter losing $5.0
million during the third quarter of 1998. In an effort to minimize the
impact of the loss, during 1998, Carpenter management began to dispose of
fixed assets and inventory that are nonessential to continuing operations
and have streamlined their production efforts and reduced production and
operating costs.
On October 23, 1998, the Company acquired additional shares of stock of
Carpenter in exchange for $1, bringing its total ownership percentage to
49.9%. In addition, the Company acquired 95.5% of non-voting stock in
exchange for $3.08 million in cash and $5.08 million in credit support.
Going forward, the Company also agreed to contribute up to $3.0 million in
additional working capital support in exchange for additional shares of
non-voting stock. As part of these transactions, the Company also obtained
control of the Board of Carpenter and will be actively engaged in the day-
to-day operations as well. Consequently, future operating results of
Carpenter will be consolidated.
Total chassis orders received decreased 5.5% during the three months ended
September 30, 1998 compared to the same period in 1997. The slight overall
decrease in orders is primarily attributable to the Company's bus product
lines.
At September 30, 1998, the Company had approximately $75.1 million in
backlog chassis orders compared with a backlog of approximately $66.2
million for the same period in 1997. As discussed above, the backlog at
September 30, 1998 does not include the orders placed in October by Irizar
-17-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Tour Buses and SEPTA. 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.
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1998, COMPARED TO THE NINE-MONTH
PERIOD ENDED SEPTEMBER 30, 1997
Revenues for the nine months ended September 30, 1998 were $184.3 million
compared with $123.2 million for the same period in 1997, an increase of
49.5%. Net income for the nine months ended September 30, 1998 was $2.5
million compared with a net loss of $1.8 million for the nine months ended
September 30, 1997. A portion of the increase in revenues was due to $39.5
million in revenues contributed by the EVT for the nine months ended
September 30, 1998, compared to $3.0 million for the same period in 1997.
In addition, total chassis production improved 19.2%. The increase in
revenues and income related to chassis primarily is attributable to an
increase in Motorhome chassis sales.
Gross profit as a percentage of sales declined to 14.1% for the first nine
months of 1998 as compared to 14.9% for the first nine months of 1997. As
mentioned above, the EVT operates at lower margins than the chassis group,
since their value added is in the body and not the chassis. Therefore,
these increased sales in 1998 have diluted the margins for the consolidated
group.
Operating expenses for the nine months ended September 30, 1998 were only
9.4% of sales, compared to 11.3% in the same period in the prior year. This
reduction in operating expenses as a percentage of sales reflects the
Company's continued efforts to increase efficiencies and reduce costs.
Total chassis orders increased 7.0% during the nine-month period ended
September 30, 1998 versus the same period in 1997. This increase
primarily is attributable to a 23.0% improvement in motorhome chassis orders.
Based on average order lead-time, the Company estimates that approximately
three-quarters of the motorhome, one-half of the bus/specialty, and one-
third of the fire truck orders received during the nine-month period ended
September 30, 1998 were produced and delivered by September 30, 1998.
-18-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
At September 30, 1998, the Company had approximately $75.1 million in
backlog chassis compared with a backlog of approximately $66.2 million for
the same period in 1997. 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
For the nine months ended September 30, 1998, cash used in operating
activities was $1.1 million compared to cash provided by operations of $8.3
million for the nine months ended September 30, 1997. The use of cash
primarily relates to an increase in accounts receivable since December 31,
1997. This increase in accounts receivable is due to the high level of
sales in the third quarter of 1998. Working capital increased $5.9
million, from $41.4 million to $47.3 million, during the nine months ended
September 30, 1998. See the "Consolidated Statement of Cash Flows"
contained in this Form 10-Q for further information regarding the $4.3
million decrease in cash and cash equivalents from $4.8 million at December
31, 1997 to $0.5 million at September 30, 1998.
Shareholders' equity increased $2.9 million in the nine months ended
September 30, 1998, to approximately $50.4 million. This change primarily
is due to the result of net earnings of $2.5 million and stock issued in
purchase of Road Rescue of $1.5 million. See Note 7 of the financial
statements in this Form 10-Q for further information regarding the
acquisition of Road Rescue. The Company's debt to equity ratio increased
to 29.8% on September 30, 1998, compared with 20.2% at December 31, 1997,
due to the $1.5 million of term debt used to finance the acquisition of
Road Rescue and additional borrowings to fund working capital needs
resulting from increased sales.
The Company's primary unsecured line of credit with a bank provides for
maximum borrowings of $20.0 million at 70 basis points above the 30-day
LIBOR, which was 6.70% at September 30, 1998. As of September 30, 1998,
there were borrowings of $13.5 million 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 $1.0 million. At September
1998, the Company had outstanding letters of credit totaling $0.8 million.
-19-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
The Company also has unsecured lines of credit at its subsidiary locations
totaling $1.75 million. There were no borrowings on any of these lines of
credit at September 30, 1998. The Company believes it has sufficient
resources from cash flows from operating activities and, if necessary, from
additional borrowings under its lines of credit to satisfy ongoing cash
requirements for the next 12 months.
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, the Company has limited ability to pass on cost
increases to its customers on a short-term basis. In addition, the markets
served by the Company are competitive in nature, and competition limits the
pass through of cost increases in many cases. The Company strives to
minimize the effect of inflation through cost reductions and improved
productivity.
YEAR 2000 READINESS DISCLOSURE
This Year 2000 Readiness Disclosure is based upon and partially repeats
information provided by the Company's outside consultants and others
regarding the Year 2000 readiness of the Company and its customers,
suppliers, financial institutions, and other parties. Although the Company
believes this information to be accurate, it has not independently verified
such information.
The Company is currently in the process of addressing a potential problem
that is facing all users of automated information systems. The problem is
that many computer systems that process transactions based on two digits
representing the year of transaction may recognize a date using "00" as the
year 1900 rather than the year 2000. The problem could affect a wide
variety of automated information systems, in the form of software failure,
errors, or miscalculations.
The Company established a Year 2000 task force and developed a plan to
prepare for the Year 2000 in 1998. This plan began with the performance of
an inventory of software applications and equipment with embedded chips and
communications with third party vendors and suppliers. The plan regularly
-20-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
is updated and monitored by the Company's technical personnel and
management. The Company's plan to address the Year 2000 issue involves the
following four phases: assessment, remediation, testing, and
implementation. The status of these phases is summarized in the chart
below.
<TABLE>
<CAPTION>
ASSESSMENT REMEDIATION TESTING IMPLEMENTATION
---------- ----------- ------- --------------
<S> <C> <C> <C> <C>
Information Technology 100% Complete 100% Complete 95% Complete 95% Complete
Expected Expected
completion date is completion date is
December 1998. December 1998.
Operating 100% Complete 100% Complete 100% Complete 100% Complete
Equipment with
Embedded Chips
or Software
Products 100% Complete 100% Complete 100% Complete 100% Complete
Third Parties 75% Complete 75% Complete 75% Complete 75% Complete
Expected Develop Expected Implement
completion date contingency plans completion date contingency plans
for surveying all as appropriate by is March 1999. or other
third parties is December 1998. alternatives as
November 1998. necessary by June
1999.
</TABLE>
As referenced in the above chart, management has reviewed its Year 2000
exposure to third party customers, distributors, suppliers, and financial
institutions. Unreadiness by these third parties could expose the Company
to the potential for loss and impairment of business processes and
activities. The Company is assessing these risks and is considering the
need for contingency plans intended to address perceived risks. The
Company cannot predict what effect the failure of such a third party to
address, in a timely manner, the Year 2000 problem would have on the
Company.
-21-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
As of September 30, 1998, the Company has not incurred any material costs
in connection with identifying, assessing, remediating, and testing Year
2000 issues and does not expect to incur material costs in the future. The
immaterial costs consist primarily of personnel expense for employees who
have only a portion of their time dedicated to the Year 2000 remediation
effort. It is the Company's policy to expense such costs as incurred.
These costs will be funded through operating cash flows. The Company has
not replaced, nor does it anticipate replacing, any systems due to Year
2000 issues. In addition, the Company has not accelerated any system
replacement due to Year 2000 issues. Any system replacement that the
Company has undertaken was due to regular, scheduled maintenance. Based on
currently available information, management does not presently anticipate
that the costs to address the Year 2000 issues will have an adverse impact
on the Company's financial condition, results of operation, or liquidity.
However, the extent to which the computer operations and other systems of
the Company's important third parties are adversely affected could, in
turn, affect the Company's ability to communicate with third parties and
could have a material adverse effect on the operations of the Company.
Management of the Company believes that it has an effective program in
place to resolve the Year 2000 issue in a timely manner. As noted above,
the Company has not yet completed all necessary phases of its Year 2000
plan. If the Company does not complete any additional phases, the Company
will be unable to access its voice mail and may have some employees with
personal computers that will malfunction. In addition, disruptions in the
economy generally resulting from Year 2000 issues could also materially
adversely affect the Company. The amount of potential liability and lost
revenue cannot be reasonably estimated at this time. The Company has
developed contingency plans for certain critical applications and is
working on developing such plans for other applications. These contingency
plans involve, among other actions, manual workarounds, increasing
inventories, and adjusting staffing strategies.
The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best
estimates. There can be no guarantee that these estimates will be achieved
and actual results could differ from those anticipated. Specific factors
that might cause differences include, but are not limited to, the ability
of other companies on which the Company's systems rely to modify or convert
their systems to be Year 2000 compliant, the ability to locate and correct
all relevant computer code, the ability of all third parties who have
business relationships with the Company to continue their businesses
without interruption, and similar circumstances.
-22-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on
management's beliefs, assumptions, current expectations, estimates and
projections about the chassis market, the economy, and about the Company
itself. Words such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "intends," "is likely," "plans," "projects," variations of
such words, and similar expressions are intended to identify such forward-
looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties, and assumptions
("Future Factors") that are difficult to predict with regard to timing,
extent, likelihood, and degree of occurrence. Therefore, actual results
and outcomes may differ materially from what may be expressed or forecasted
in such forward-looking statements. The Company undertakes no obligation
to update, amend, or clarify forward-looking statements, as a result of new
information, future events, or otherwise. Future Factors that could cause
a difference between a ultimate actual outcome and a preceding forward-
looking statement include, but are not limited to, changes in interest
rates; demand for products and services; the effects of the Year 2000
issues on the Company's business; the degree of competition by competitors;
changes in laws or regulations, including changes related to safety
standards adopted by NFPA; changes in prices, levies, and assessments; the
impact of technological advances; government and regulatory policy changes;
trends in customer behaviors; dependence on key personnel; and the
vicissitudes of the world and national economy.
-23-
<PAGE>
PART II. OTHER INFORMATION
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:
EXHIBIT NO. 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 Restated Articles of Incorporation. See Exhibit 3.1 above.
4.2 Bylaws. See Exhibit 3.2 above.
4.3 Form of Stock Certificate. Previously filed as an exhibit
to the Registration Statement on Form S-18 (Registration No.
2-90021-C) filed on March 31, 1984, and incorporated herein
by reference.
4.4 Rights Agreement dated June 4, 1997, between Spartan Motors,
Inc. and American Stock Transfer and Trust Company.
Previously filed as an Exhibit to the Company's Form 8-A
filed on June 25, 1997, and incorporated herein by
reference.
10.1 Restated Spartan Motors, Inc. 1988 Non-Qualified Stock
Option Plan.* Previously filed as an Exhibit to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996, and incorporated herein by reference.
10.2 Restated Spartan Motors, Inc. 1984 Incentive Stock Option
Plan.* Previously filed as an Exhibit to the Registration
Statement on Form S-8 (Registration No. 33-28432) filed on
April 28, 1989, and incorporated herein by reference.
10.3 Restated Spartan Motors, Inc. 1994 Incentive Stock Option
Plan.* Previously filed as an Exhibit to the Company's
-24-
<PAGE>
Quarterly Report on Form 10-Q for the period ended June 30,
1996, and incorporated herein by reference.
10.4 The Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Advisors. Previously filed as
an Exhibit to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996, and incorporated herein
by reference.
10.5 Carpenter Industries, Inc. Stockholders' Agreement.
Previously filed as an Exhibit to the Company's Form 8-K
Current Report filed on January 21, 1997, and incorporated
herein by reference.
10.6 Contribution Agreement between Carpenter Industries LLC and
Carpenter Industries, Inc. Previously filed as an Exhibit
to the Company's Form 8-K Current Report filed on January
21, 1997, and incorporated herein by reference.
10.7 Carpenter Industries, Inc. Registration Rights Agreement.
Previously filed as an Exhibit to the Company's Form 8-K
Current Report filed on January 21, 1997, and incorporated
herein by reference.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K. The Company filed a Form 8-K on August 25,
1998, regarding Carpenter Industries, Inc. ("Carpenter"). On
August 18, 1998, the shareholders of Carpenter agreed to a plan
to restart production. The Company holds an equity interest in
Carpenter.
The Company filed a Form 8-K on September 28, 1998, regarding a
change in the Company's certifying accountant.
-25-
<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: November __, 1998 By /S/RICHARD J. SCHALTER
Richard J. Schalter
Secretary, Treasurer and Chief Financial
Officer
-26-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. 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 Restated Articles of Incorporation. See Exhibit 3.1 above.
4.2 Bylaws. See Exhibit 3.2 above.
4.3 Form of Stock Certificate. Previously filed as an exhibit
to the Registration Statement on Form S-18 (Registration
No. 2-90021-C) filed on March 31, 1984, and incorporated
herein by reference.
4.4 Rights Agreement dated June 4, 1997, between Spartan
Motors, Inc. and American Stock Transfer and Trust Company.
Previously filed as an Exhibit to the Company's Form 8-A
filed on June 25, 1997, and incorporated herein by
reference.
10.1 Restated Spartan Motors, Inc. 1988 Non-Qualified Stock
Option Plan.* Previously filed as an Exhibit to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1996, and incorporated herein by reference.
10.2 Restated Spartan Motors, Inc. 1984 Incentive Stock Option
Plan.* Previously filed as an Exhibit to the Registration
Statement on Form S-8 (Registration No. 33-28432) filed on
April 28, 1989, and incorporated herein by reference.
10.3 Restated Spartan Motors, Inc. 1994 Incentive Stock Option
Plan.* Previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1996, and incorporated herein by reference.
10.4 The Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Advisors. Previously filed
<PAGE>
as an Exhibit to the Company's Quarterly Report on Form 10-
Q for the period ended June 30, 1996, and incorporated
herein by reference.
10.5 Carpenter Industries, Inc. Stockholders' Agreement.
Previously filed as an Exhibit to the Company's Form 8-K
Current Report filed on January 21, 1997, and incorporated
herein by reference.
10.6 Contribution Agreement between Carpenter Industries LLC and
Carpenter Industries, Inc. Previously filed as an Exhibit
to the Company's Form 8-K Current Report filed on January
21, 1997, and incorporated herein by reference.
10.7 Carpenter Industries, Inc. Registration Rights Agreement.
Previously filed as an Exhibit to the Company's Form 8-K
Current Report filed on January 21, 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 SEPTEMBER 30, 1998, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 499,671
<SECURITIES> 2,853,296
<RECEIVABLES> 41,335,382
<ALLOWANCES> 522,000
<INVENTORY> 37,891,016
<CURRENT-ASSETS> 86,509,359
<PP&E> 11,367,199
<DEPRECIATION> 10,371,000
<TOTAL-ASSETS> 104,636,448
<CURRENT-LIABILITIES> 39,216,421
<BONDS> 15,015,922
<COMMON> 125,369
0
0
<OTHER-SE> 50,278,736
<TOTAL-LIABILITY-AND-EQUITY> 104,636,448
<SALES> 184,293,792
<TOTAL-REVENUES> 185,012,952
<CGS> 158,327,275
<TOTAL-COSTS> 158,327,275
<OTHER-EXPENSES> 18,090,714
<LOSS-PROVISION> 272,400
<INTEREST-EXPENSE> 769,603
<INCOME-PRETAX> 8,594,963
<INCOME-TAX> 2,948,885
<INCOME-CONTINUING> 2,542,578
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,542,578
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
