STARCRAFT CORP /IN/
10-Q, 1997-08-13
MOTOR HOMES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-Q

           [X] Quarterly report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                       For the quarter ended June 29, 1997

          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Commission file number: 0-22048


                              STARCRAFT CORPORATION
             (Exact name of registrant as specified in its charter)

             Indiana                                    35-1817634
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                              Post Office Box 1903
                               2703 College Avenue
                              Goshen, Indiana 46526
                (Address of principal executive offices/zip code)

Registrant's telephone number, including area code: 219/533-1105


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:  August 8, 1997 - 4,118,600
shares of Common Stock, without par value.


<PAGE>



STARCRAFT CORPORATION                                              June 29, 1997
Form 10-Q



                                    - INDEX -



PART I.        FINANCIAL INFORMATION                                        PAGE

    Item 1.    Financial Statements

               Balance Sheets - June 29, 1997 (Unaudited)                      1
               and September 29, 1996 (Audited)

               Statements of Operations (Unaudited) for the three months
               ended June 29, 1997 and June 30, 1996 and the nine
               months ended June 29, 1997 and June 30, 1996                    2

               Statements of Cash Flows (Unaudited) for the nine months        3
               ended June 29, 1997 and June 30, 1996

               Notes to Financial Statements                                 4-6


    Item 2.    Management's Discussion and Analysis of 
               Financial Condition and Results of Operations                7-11


PART II.       OTHER INFORMATION

    Item 6.    Exhibits and Reports on Form 8-K                               12


SIGNATURES                                                                    13


<PAGE>



PART I            FINANCIAL INFORMATION

       Item 1.    Financial Statements

STARCRAFT CORPORATION

BALANCE SHEETS                                       June 29,      September 29,
                                                       1997            1996
                                                     --------      -------------
ASSETS                                                (Dollars in Thousands)
Current Assets
     Cash and cash equivalents ...................   $   870           $ 1,366
     Trade receivables, less allowance for                           
          doubtful accounts of $51,000 ...........     9,277             9,165
     Manufacturers' rebates receivable ...........       558             1,079
     Recoverable income tax ......................     2,397                --
     Inventories .................................     9,119            11,508
     Other .......................................       619               330
                                                     -------           -------
         Total current assets ....................    22,840            23,448
Property and Equipment, at cost                                      
     Land, buildings, and improvements ...........     5,868             6,033
     Machinery and equipment .....................     5,162             4,430
                                                     -------           -------
                                                      11,030            10,463
     Less accumulated depreciation ...............     3,335             2,697
                                                     -------           -------
                                                       7,695             7,766
                                                                     
     Goodwill, at amortized cost .................     6,417             5,140
     Other assets ................................       145               170
                                                     -------           -------
                                                     $37,097           $36,524
                                                     =======           =======
                                                               
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Accounts payable, trade .....................   $ 6,611           $ 9,330
     Accrued expenses:                                               
         Warranty ................................     1,154             1,600
         Compensation & related expenses .........       420               882
         Taxes ...................................       927             1,280
         Other ...................................     1,719             1,557
     Current maturities of long-term debt ........        --               323
                                                    -------           -------
     Total current liabilities ...................    10,831            14,972
Long Term Debt, less current maturities ..........     8,300                --
Shareholders' Equity                                            
     Preferred stock, no par value;
         authorized 2,000,000 shares,
         -0- shares issued
     Common Stock, no par value:
         10,000,000 shares authorized,
         4,118,600 shares issued and outstanding
         for fiscal 1997 and fiscal 1996 .........    13,971            13,971
     Additional paid-in capital ..................     1,008             1,008
     Retained Earnings ...........................     2,987             6,573
                                                     -------           -------
         Total shareholders' equity ..............    17,966            21,552
                                                     -------           -------
                                                     $37,097           $36,524
                                                     =======           =======
                                                                     
                                                                     
                                      - 1 -                      

<PAGE>



PART I            FINANCIAL INFORMATION

       Item 1.    Financial Statements

STARCRAFT CORPORATION

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                          3 Months Ended                   9 Months Ended
                                  -----------------------------  ----------------------------
                                  June 29, 1997   June 30, 1996  June 29, 1997  June 30, 1996
                                  -------------   -------------  -------------  -------------
                                            (Dollars in Thousands, except Share Data)
<S>                                 <C>            <C>            <C>            <C>        
Net Sales
     Domestic ..................    $    16,775    $    23,507    $    45,894    $    54,051
     Export ....................          6,690          8,000         13,792         16,177
                                    -----------    -----------    -----------    -----------
                                         23,465         31,507         59,686         70,228

Cost of Goods Sold .............         20,622         25,231         53,695         60,697
                                    -----------    -----------    -----------    -----------
     Gross profit ..............          2,843          6,276          5,991          9,531

Operating Expenses
     Selling and promotion .....          1,910          2,103          5,660          5,986
     General and administrative           1,753          1,824          5,182          5,011
     Restructure charges .......            260              0          1,010              0
                                    -----------    -----------    -----------    -----------
                                          3,923          3,927         11,852         10,997
                                    -----------    -----------    -----------    -----------
         Operating Income (Loss)         (1,080)         2,349         (5,861)        (1,466)

Nonoperating (Expense) Income
     Interest, net .............           (123)           (81)          (268)          (242)
     Other income, net .........             51             45            160            134
                                    -----------    -----------    -----------    -----------
                                            (72)           (36)          (108)          (108)
                                    -----------    -----------    -----------    -----------


          Income (Loss) Before
           Income Taxes ........         (1,152)         2,313         (5,969)        (1,574)

Income Taxes (Credits) .........           (460)           899         (2,383)          (617)
                                    -----------    -----------    -----------    -----------

     NET INCOME (LOSS) .........    $      (692)   $     1,414    $    (3,586)   $      (957)
                                    ===========    ===========    ===========    ===========

     EARNINGS (LOSS) PER
       COMMON SHARE ............    $     (0.17)   $      0.34    $     (0.87)   $     (0.23)
                                    ===========    ===========    ===========    ===========

Common & Common Equivalent
   Shares Outstanding ..........    $ 4,118,600    $ 4,134,400    $ 4,118,600    $ 4,146,400
                                    ===========    ===========    ===========    ===========
</TABLE>



                                      - 2 -

<PAGE>



PART I            FINANCIAL INFORMATION

       Item 1.    Financial Statements

STARCRAFT CORPORATION

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        9 Months Ended
                                                                ----------------------------------
                                                                June 29, 1997        June 30, 1996
                                                                -------------        -------------
                                                                      (Dollars in Thousands)
<S>                                                              <C>                    <C>      
Operating Activities
     Net loss .................................................  $ (3,586)              $   (957)
     Adjustments to reconcile net cash
        provided by operating activities:
         Depreciation & amortization ..........................       900                    862
         Change in assets and liabilities:
              Decrease (increase) in:
                  Receivables .................................       599                 (3,669)
                  Inventories .................................     4,645                  1,197
                  Other .......................................    (2,686)                   111
              Increase (decrease) in:
                  Accounts payable ............................    (3,112)                 1,078
                  Accrued expenses ............................    (3,063)                  (513)
                                                                 --------               --------
         Net Cash used in
            operating activities ..............................    (6,303)                (1,891)

Investing Activities
     Purchase of property and equipment .......................      (918)                  (785)
     Purchase of assets of
           National Mobility Corporation ......................    (1,756)                    --
     Other ....................................................       504                    (22)
                                                                 --------               --------
         Net cash used in
            investing  activities .............................    (2,170)                  (807)
Financing Activities
     Proceeds from revolving
        credit agreements .....................................    12,200                  7,800
     Repayments on revolving
        credit agreements .....................................    (3,900)                (4,800)
     Repurchase of Common Stock ...............................        --                   (172)
     Payments on long-term debt ...............................      (323)                  (453)
                                                                 --------               --------
         Net cash provided by
            financing activities ..............................     7,977                  2,375
                                                                 --------               --------
     Decrease in cash and
           cash equivalents ...................................      (496)                  (323)
     Cash and cash equivalents,
        beginning of period ...................................     1,366                  1,255
                                                                 --------               --------
     Cash and cash equivalents,
        end of period .........................................  $    870               $    932
                                                                 ========               ========
</TABLE>


                                      - 3 -

<PAGE>



NOTES TO FINANCIAL STATEMENTS

STARCRAFT CORPORATION

June 29, 1997

================================================================================
Note 1.           Basis of Presentation

                  The accompanying  unaudited financial  statements of Starcraft
                  Corporation (the "Company") have been prepared pursuant to the
                  rules  and   regulations   of  the   Securities  and  Exchange
                  Commission.   Certain  information  and  footnote  disclosures
                  normally included in annual financial  statements  prepared in
                  accordance with generally accepted accounting  principles have
                  been  condensed  or  omitted   pursuant  to  those  rules  and
                  regulations.  Reference  is  made  to  the  Company's  audited
                  financial  statements  set forth in its annual  report on Form
                  10-K for its fiscal year ended  September  29,  1996.  Certain
                  1996 amounts were  reclassified to be consistent with the 1997
                  classification.

                  In the opinion of the management of the Company, the unaudited
                  financial  statements  contain all adjustments  (which include
                  only  normally  recurring  adjustments)  necessary  for a fair
                  statement of the results of operations for the three month and
                  nine month  periods  ended June 29, 1997,  and the three month
                  and nine month  periods  ended June 30,  1996.  The results of
                  operations  for  nine  months  ended  June  29,  1997  are not
                  necessarily  indicative  of the results  which may be expected
                  for the year ending September 28, 1997.

Note 2.           Inventories

                  The  composition  of  inventories  is as follows  (dollars  in
                  thousands):

                                      June 29, 1997      September 29, 1996
                                      -------------      ------------------
                  Raw Materials          $5,330                $7,126
                  Work in Process         1,622                 1,786
                  Finished Goods          2,167                 2,596
                                      ---------               -------
                                         $9,119               $11,508
                                      ---------               -------


                                      - 4 -

<PAGE>



NOTES TO FINANCIAL STATEMENTS (Continued)

STARCRAFT CORPORATION

================================================================================

Note 3.           Pledges, Assets and Long-Term Debt

                  The Company  amended  its bank line of credit in August  1997.
                  Borrowing,  secured by  accounts  receivables,  inventory  and
                  equipment, under this $15 million credit line bear interest at
                  the  prime  rate of the  lending  bank  or,  at the  Company's
                  option,  LIBOR plus .75% to 1.50% depending upon the Company's
                  earning  performance  during  the  previous  quarter.   Unused
                  borrowings  bear  interest  at 1/4% per annum.  This  facility
                  expires in January 1999 and is subject to various covenants as
                  defined in the agreement.


Note 4.           Consignment Arrangements

                  The Company  obtains  vehicle  chassis for  modification  from
                  major vehicle manufacturers ("OEMs") under the consignment and
                  restricted sale agreements. These agreements generally provide
                  that (i) the Company may not obtain  certificates of origin or
                  other  evidence of  ownership of chassis,  (ii)  modifications
                  must  conform to standards  specified  by the OEMs,  and (iii)
                  modifications  typically are  performed  only after a sale has
                  been  negotiated  with an OEM  approved  dealer.  The  Company
                  generally ships converted chassis only after dealer acceptance
                  has been  approved  by the OEM.  The OEMs bill the  dealer and
                  provide warranty for the chassis.

                  The agreements are secured by various credit arrangements with
                  the OEMs. The OEMs may require the Company to purchase chassis
                  in  the  event  that  the  restricted   sales  agreements  are
                  terminated.  The Company has not been required to purchase any
                  chassis  during  the  periods  covered  by  the   accompanying
                  financial  statements.  The  Company  pays the OEMs a  nominal
                  carrying  charge  for the  first  90  days.  After 90 days the
                  carrying  charges  accelerate to approximate  market  interest
                  rates.  Throughout  the  consignment  period,  the  Company is
                  subject  to the risk of  decline  in  value  of the  consigned
                  chassis.

                  Consistent  with the  practice  in its  industry,  the Company
                  accounts for chassis as  consignment  inventory.  Accordingly,
                  the Company records chassis inventory and related  obligations
                  only in the event they are  required to purchase  chassis from
                  the  OEM.   Provisions   for  decline  in  chassis  value  are
                  recognized when, in management's  estimation,  such provisions
                  are  necessary.  Provisions  for  decline  in  chassis  value,
                  chassis  inventory,  and chassis sales are not material in the
                  accompanying financial statements.

                  At June 29, 1997, the Company had possession of chassis in the
                  aggregate  amount of $36.0 million (of which $15.1 million was
                  over 90 days).



                                      - 5 -

<PAGE>



NOTES TO FINANCIAL STATEMENTS (Continued)

STARCRAFT CORPORATION

================================================================================

Note 5.           Restructure Charges

                  In December 1996 the Company  completed the  consolidation  of
                  its Imperial  Automotive  Group  manufacturing  operation into
                  Starcraft Automotive Group's  manufacturing complex in Goshen,
                  Indiana. The consolidation reduced excess production capacity,
                  personnel  count  and fixed  overhead  expenses.  The  Company
                  recorded a $750,000 restructure charge in the first quarter of
                  fiscal  year 1997 for  employee  termination  and other  costs
                  ($62,000),  leasehold  asset  write-offs  ($256,000)  and  the
                  recognition of contractual lease obligations ($432,000). As of
                  June 29,  1997,  the  estimate  of the  restructure  charge is
                  unchanged.  The  Company  estimates  it  will  realize  annual
                  overhead  expense  reductions of  approximately  $1.1 million,
                  primarily   from   reduced   facility   costs  and   personnel
                  reductions.   The  estimate  is  reasonable  based  on  actual
                  experience to date.

                  In  June  1997,  the  Company   closed  its  McGregor,   Texas
                  manufacturing   facility  and  sold  certain   assets  of  the
                  business.  The  Company  recorded a $260,000  net  restructure
                  charge in the third quarter of fiscal year 1997  primarily for
                  the write-down of leasehold improvements at the facility.

Note 6.           Business Acquisition

                  The  Company  acquired  substantially  all of the  assets  and
                  liabilities  of  National  Mobility  Corporation  of  Elkhart,
                  Indiana effective February 28, 1997.  National Mobility is one
                  of the nation's largest  manufacturers of conversion  vehicles
                  for the physically  challenged  with annual sales in excess of
                  $5 million and assets of $2.7 million.



                                      - 6 -

<PAGE>



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

STARCRAFT CORPORATION

================================================================================

                              RESULTS OF OPERATIONS
                      Comparison of the three month periods
                      ended June 29, 1997 and June 30, 1996

- --------------------------------------------------------------------------------

Net Sales                  Domestic sales declined 28.6% to $16.8 million in the
                           third  quarter of 1997.  The decline is primarily due
                           to reduced  average  conversion  price per unit.  The
                           Company   believes   the  market   shifted  to  lower
                           conversion  price  vehicles  to compete  against  the
                           increasing  levels  of  sport  utility  vehicles  and
                           minivans offered by the OEMs. The Company's  domestic
                           units declined 4.5% in the 1997 period, excluding the
                           impact  of the  National  Mobility  acquisition.  The
                           Recreational Vehicle Industry Association reported an
                           11% decline in  conversion  market unit sales for the
                           three months ended May 1997.

                           International  sales  declined  16.4% to $6.7 million
                           for the three months ended June 29, 1997  compared to
                           the  prior  year.  Prior  year  international   sales
                           benefitted  from the early  build of 1997  model year
                           minivans.

Gross Profit               Gross profit  decreased  54.7% to $2.8 million (12.1%
                           of net sales) for the third quarter of 1997 from $6.3
                           million (19.9% of net sales) for the third quarter of
                           1996.

                           Gross  profit  was  adversely  impacted  by the fixed
                           overhead  on the  reduced  sales  volume  and  higher
                           chassis  carrying  costs  as a  result  of  increased
                           chassis inventory.

Selling and                Selling  and  promotion  costs for the third  quarter
Promotion                  decreased  9.2% to $1.9  million  (8.1% of net sales)
                           from  $2.1  million  (6.7%  of net  sales)  for  1996
                           primarily  due to reduced  sales  commissions  on the
                           lower sales volume.

General and                General and administrative  expense decreased 3.9% to
Administrative             $1.75  million  (7.4%  of net  sales)  for the  third
                           quarter  of 1997  from  $1.82  million  (5.8%  of net
                           sales) for the 1996 period. The decrease is primarily
                           due  to  the  reduced   overhead  from  the  Imperial
                           consolidation,   partially   offset   by   additional
                           administrative  expense  from the  National  Mobility
                           acquisition.

Income Taxes               For the third quarter of 1997,  income tax credit was
                           recorded  at an  effective  tax rate of 39.9%,  which
                           approximates  the  38.9%  rate  for  the  1996  third
                           quarter.

Earnings                   Earnings  per  share  decreased  to a  $0.17  loss on
Per Share                  4,118,600  average common shares  outstanding for the
                           1997  third  quarter,  from an  increase  of $0.34 on
                           4,134,400  average common shares  outstanding for the
                           third quarter of 1996.


                                      - 7 -

<PAGE>



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

STARCRAFT CORPORATION

================================================================================

                              RESULTS OF OPERATIONS
                   Comparison of the nine month periods ended
                         June 29, 1997 and June 30, 1996

- --------------------------------------------------------------------------------

Net Sales                  Net sales  decreased  15.0% to $59.7  million for the
                           nine months  ended June 29,  1997 from $70.2  million
                           for the same  period  in  1996.  The  domestic  sales
                           reduction  is due to a 3%  lower  average  conversion
                           price  per unit and a 53%  decline  in  minivan  unit
                           sales. The Recreational  Vehicle Industry Association
                           reported a 6% decline in domestic  market unit sales.
                           The $2.4  million  decline  in 1997  export  sales is
                           primarily attributable to unusually strong sales last
                           year to the  Japan  market  as a result  of the early
                           build of 1997 models in the fourth  quarter of fiscal
                           1996.

Gross Profit               Gross  profit  for the nine  months  ended  June 1997
                           decreased  37.1% to $6.0 million (10.0% of net sales)
                           from $9.5 million (13.6% of net sales) for 1996 third
                           quarter  primarily  as a result  of the  lower  sales
                           volume.

Selling and                Selling and promotion costs for the nine months ended
Promotion                  June 1997 decreased 5.4% to $5.7 million (9.5% of net
                           sales) from $6.0 million  (8.5% of net sales) for the
                           1996 quarter due to the lower sales volume.

General and                General and  administrative  expense of $5.2  million
Administrative             approximates  1996  levels.  The slight  increase  is
                           attributable   to  prior  year  amounts   which  were
                           favorably impacted by a change in estimate related to
                           certain  accruals for the Company's  retirement plans
                           and the acquisition of National Mobility Corporation.

Income Taxes               Income tax credit was  recorded at an  effective  tax
                           rate of 39.9% for 1997,  approximating the 39.2% rate
                           for the 1996 period.

Earnings                   Earnings  per  share  decreased  to a  $0.87  loss on
Per Share                  4,118,600  average common shares  outstanding for the
                           nine  months  ended  June 1997  from a $0.23  loss on
                           4,146,400  average common shares  outstanding for the
                           same period in 1996.


                                      - 8 -

<PAGE>




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

STARCRAFT CORPORATION

================================================================================

                          LIQUIDITY & CAPITAL RESOURCES

- --------------------------------------------------------------------------------

The  Company  has  financed  its  operations  in the first  nine  months of 1997
primarily through bank borrowings.

The Company amended its bank line of credit in August 1997.  Borrowing,  secured
by accounts receivables,  inventory and equipment, under this $15 million credit
line bear  interest at the prime rate of the lending  bank or, at the  Company's
option,   LIBOR  plus  .75%  to  1.50%  depending  upon  the  Company's  earning
performance during the previous quarter. Unused borrowings bear interest at 1/4%
per annum.  This  facility  expires  in  January  1999 and is subject to various
covenants as defined in the agreement.

In addition to the bank line,  the Company  has  entered  into  restricted  sale
agreements with Ford Motor Credit Company, General Motors Acceptance Corporation
and Chrysler  Financial  Corporation  pursuant to which the Company  obtains van
chassis for 90 days at nominal  interest  rates. If the Company fails to match a
chassis  with a dealer  order  within 90 days  delivery  of the  chassis  to the
Company,  the interest under the restricted sale  agreements  increases to prime
rate plus 1%.

Operations  used $6.3 million in cash in 1997  compared to $1.9 million in 1996.
The additional use of cash in 1997 is primarily  attributable to the incremental
operating loss of 1997 over 1996 and the National Mobility acquisition.

Trade  receivables at June 29, 1997  approximated  the September 29, 1996 level.
Manufacturers'  rebates  receivable  decreased due to the reduced domestic sales
volume.  Recoverable income tax increased due to the Company's operating loss in
the first nine months of 1997.

Inventories decreased to $9.1 million at June 29, 1997 compared to $11.5 million
at September 29, 1996 due to reduced inventory requirements from the lower sales
volume.  The  increase in  goodwill is  attributable  to the  National  Mobility
acquisition.

The  Company  incurred  capital  expenditures  of  $918,000  through  June  1997
primarily  for  miscellaneous  plant  improvements,   new  product  tooling  and
information system upgrade.



                                      - 9 -

<PAGE>



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

STARCRAFT CORPORATION

================================================================================

                          LIQUIDITY & CAPITAL RESOURCES

- --------------------------------------------------------------------------------

In  December  1996 the  Company  completed  the  consolidation  of its  Imperial
Automotive  Group  manufacturing  operation  into Starcraft  Automotive  Group's
manufacturing  complex in Goshen,  Indiana.  The  consolidation  is  designed to
enhance  profitable  growth by reducing excess  production  capacity,  personnel
count and fixed overhead expenses.  The Company recorded a $750,000  restructure
charge in the first  quarter of fiscal year 1997 for  employee  termination  and
other costs ($62,000),  leasehold asset write-offs ($256,000) and recognition of
contractual lease obligations  $(432,000),  all of which remain proper estimates
as of June 29,  1997.  The Company  continues  to estimate  that it will realize
annual overhead expense reductions of approximately $1.1 million, primarily from
reduced facility costs and personnel reductions.

In June 1997, the Company closed its McGregor,  Texas manufacturing facility and
sold  certain  assets of the  business.  The  Company  recorded a  $260,000  net
restructure  charge in the third  quarter of fiscal year 1997  primarily for the
write-down of leasehold improvements at the facility.

The  foregoing  estimates  of annual  cost  savings  constitute  forward-looking
information.  In reviewing such information it should be kept in mind that total
actual  cost  savings may differ  materially  from those set forth  above.  This
forward-looking  information  is subject to  important  factors  and was derived
utilizing  numerous  assumptions.  Important  assumptions  and  other  important
factors  that could cause  actual  cost  savings to differ  materially  from the
estimates set forth above include  achieving  estimated staff  reductions  while
maintaining  work flow in the functional  areas affected and the assimilation of
Imperial  production  in  Starcraft's  facility  without  disruption  to product
distribution.  The  failure of such  assumptions  to be  realized  may cause the
actual  annual cost savings to differ  materially  from the  estimates set forth
above.



                                     - 10 -

<PAGE>



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

STARCRAFT CORPORATION

================================================================================

                          LIQUIDITY & CAPITAL RESOURCES

- --------------------------------------------------------------------------------

The Company  acquired  National  Mobility  Corporation  of  Elkhart,  Indiana in
February 1997. National Mobility is one of the nation's largest manufacturers of
conversion vehicles for the physically challenged with annual sales in excess of
$5 million and assets of $2.7 million.  National  Mobility  continues to operate
out of its Elkhart facilities under its current management.

For the nine  month  period  ended  June 29,  1997,  the  Company  financed  its
operations  needs,  capital  expenditures  and acquisition of National  Mobility
Corporation by borrowing $8.3 million on its bank credit line.

The Company  believes that funds available from its bank line, and the continued
use of financing arrangements to manage its chassis inventory will be sufficient
to satisfy the Company's working capital needs and to fund its expansion.

Seasonality and Trends

The Company's  business  tends to be seasonal,  with stronger sales during March
through  July.  This  seasonality  may be  influenced  by a number  of  factors,
including atypical weather for any sales region. OEM programs, and the change in
the chassis  supplier model year. The change in the chassis  supplier model year
is typically during the first week of September.



                                     - 11 -

<PAGE>



PART II.          OTHER INFORMATION

         Item 6.           Exhibits and Reports on Form 8-K

                  (a)      The following are filed as exhibits to this report.

                           Exhibit No.

                           11         Computation of Earnings (Loss) per share.

                           27         Financial Data Schedule.

                  (b)      No reports on Form 8-K were filed during the quarter 
                           for which this report is filed.


                                     - 12 -

<PAGE>




SIGNATURES


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







                                             STARCRAFT CORPORATION
                                                         (Registrant)



August 11, 1997                      By: /s/ Kelly L. Rose
                                         ----------------------
                                         Kelly L. Rose
                                         Chairman of the Board and
                                         Chief Executive Officer




                                     By: /s/ Michael H. Schoeffler
                                         -------------------------
                                         Michael H. Schoeffler
                                         President and Chief Financial Officer


                                     - 13 -



                                   Exhibit 11


                    COMPUTATION OF EARNINGS (LOSS) PER SHARE
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                  3 Months                                   9 Months
                                                      ----------------------------------          --------------------------------
                                                      June 29, 1997        June 30, 1996          June 29, 1997      June 30, 1996
                                                      -------------        -------------          -------------      -------------
<S>                                                      <C>                  <C>                     <C>                <C>    
Primary
Average shares outstanding                                  4,119                4,134                  4,119              4,146
Net effect of dilutive stock options - based                                                                         
     on the treasury stock method using                                                                              
     average market price                                      --                   --                    --                 --
                                                         --------             --------                -------            -------  
                                                                                                           
Total                                                       4,119                4,134                  4,119              4,146
                                                         ========             ========                =======            =======
                                                                                                                     
Net income (loss)                                           ($692)              $1,414                ($3,586)             ($957)
                                                         ========             ========                =======            =======
                                                                                                                     
                                                                                                                     
Per share amount                                          ($0.17)                $0.34                 ($0.87)            ($0.23)
                                                         ========             ========                =======            =======
                                                                                                                     
                                                                                                                     
Fully Diluted                                                                                                        
                                                                                                                     
Average shares outstanding                                  4,119                4,134                  4,119              4,146
Net effect of dilutive stock options - based                                                                         
     on the treasury stock method using the                                                                          
     higher of the average market price for the                                                                      
     period or the market price at the end of                                                                        
     the period                                               --                    --                     --                 --
                                                         --------             --------                -------            -------  
                                                                                                                     
Total                                                       4,119                4,134                  4,119              4,146
                                                         ========             ========                =======            =======
                                                                                                                     
Net income (loss)                                           ($692)              $1,414                ($3,586)             ($957)
                                                         ========             ========                =======            =======
                                                                                                                     
Per share amount                                           ($0.17)               $0.34                 ($0.87)            ($0.23)
                                                         ========             ========                =======            =======
                                                                                                                     
</TABLE>

NOTE:    Average shares  outstanding used for earnings per share included in the
         Company's  financial  statements do not reflect the effect of the stock
         options granted since their effect is antidilutive.





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
registrant's  unaudited  consolidated  financial  statements for the nine months
ended June 29,  1997 and is  qualified  in its  entirety  by  reference  to such
statements.
</LEGEND>
<CIK>                         0000906473
<NAME>                        Starcraft Corporation
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              SEP-29-1997
<PERIOD-START>                                 SEP-30-1997
<PERIOD-END>                                   JUN-29-1997
<EXCHANGE-RATE>                                1.000
<CASH>                                         870
<SECURITIES>                                   0
<RECEIVABLES>                                  9,886
<ALLOWANCES>                                   51
<INVENTORY>                                    9,119
<CURRENT-ASSETS>                               22,840
<PP&E>                                         11,030
<DEPRECIATION>                                 3,335
<TOTAL-ASSETS>                                 37,097
<CURRENT-LIABILITIES>                          10,831
<BONDS>                                        8,300
<COMMON>                                       14,979
                          0
                                    0
<OTHER-SE>                                     2,987
<TOTAL-LIABILITY-AND-EQUITY>                   37,097
<SALES>                                        59,686
<TOTAL-REVENUES>                               59,686
<CGS>                                          53,695
<TOTAL-COSTS>                                  53,695
<OTHER-EXPENSES>                               10,842
<LOSS-PROVISION>                               1,010
<INTEREST-EXPENSE>                             108
<INCOME-PRETAX>                                (5,969)
<INCOME-TAX>                                   (2,383)
<INCOME-CONTINUING>                            (3,586)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (3,586)
<EPS-PRIMARY>                                  (0.87)
<EPS-DILUTED>                                  (0.87)
        


</TABLE>


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