STARCRAFT CORP /IN/
10-Q, 1998-02-09
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 December 28, 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:  January 30, 1998 - 4,133,600
shares of Common Stock, without par value.

                                        

<PAGE>



STARCRAFT CORPORATION   
Form 10-Q



                                    - INDEX -



PART I.         FINANCIAL INFORMATION                                       PAGE

       Item 1.  Financial Statements

                Balance Sheets - December 28, 1997 (Unaudited)                1
                and September 28, 1997 (Audited)

                Statements of Operations (Unaudited) for the 
                three month periods ended December 28, 1997 
                and December 29, 1996                                         2

                Statements of Cash Flow (Unaudited) for the three month       3
                periods ended December 28, 1997 and December 29, 1996

                Notes to Financial Statements                               4-7

       Item 2.  Management's Discussion and Analysis                       8-11


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

<TABLE>
<CAPTION>
BALANCE SHEETS                                            December 28, 1997   September 28, 1997
                                                          -----------------   ------------------
ASSETS                                                           (Dollars in Thousands)
Current Assets
<S>                                                           <C>                <C>     
     Cash and cash equivalents .....................          $    389           $    608
     Trade receivables, less allowance for
          doubtful accounts of $51,000 .............             6,287              3,977
     Manufacturers' rebates receivable .............               775                692
     Recoverable income tax ........................             3,260              3,300
     Inventories ...................................             8,309              9,270
     Other .........................................               614                444
                                                              --------           --------
         Total current assets ......................            19,634             18,291
Property and Equipment
     Land, buildings, and improvements .............             5,864              5,857
     Machinery and equipment .......................             5,884              5,608
                                                              --------           --------
                                                                11,748             11,465
     Less accumulated depreciation .................             3,716              3,491
                                                              --------           --------
                                                                 8,032              7,974

Goodwill, at amortized cost ........................             1,428              1,453
Other assets .......................................                53                 61
                                                              --------           --------
                                                              $ 29,147           $ 27,779
                                                              ========           ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Accounts payable, trade .......................          $  4,429           $  6,354
     Accrued expenses:
         Warranty ..................................             1,221              1,337
         Compensation and related expenses .........               147                484
         Taxes .....................................               862              1,060
         Other .....................................             1,622              2,045
                                                              --------           --------
Total current liabilities ..........................             8,281             11,280
Long Term Debt .....................................            11,200              5,696
Deferred Income Taxes ..............................               508                508
Shareholders' Equity
     Preferred stock, no par value;
         authorized but unissued
         2,000,000 shares
     Common Stock, no par value;
         10,000,000 shares authorized
         4,133,600 shares issued as of December 28,
         1997 and September 28, 1997 ...............            14,016             14,016
     Additional paid-in capital ....................             1,008              1,008
     Retained Earnings Deficit .....................            (5,866)            (4,729)
                                                              --------           --------
          Total shareholders' equity ...............             9,158             10,295
                                                              --------           --------
                                                              $ 29,147           $ 27,779
                                                              ========           ========
</TABLE>
                                        
                                      - 1 -

<PAGE>



PART I            FINANCIAL INFORMATION

       Item 1.    Financial Statements

STARCRAFT CORPORATION

STATEMENTS OF OPERATIONS
                                                       3 Months Ended
                                              ----------------------------------
                                              Dec. 28, 1997        Dec.29, 1996
                                              -------------        ------------
                                                     (Dollars in Thousands)
Net Sales
     Domestic ......................          $     9,811           $    12,589
     Export ........................                3,608                 5,080
                                              -----------           -----------
                                                   13,419                17,669

Cost of Goods Sold .................               12,214                15,641
                                              -----------           -----------
     Gross profit ..................                1,205                 2,028

Operating Expenses
     Selling and promotion .........                1,288                 1,711
     General and administrative ....                  920                 1,791
     Restructure charge ............                    0                   750
                                              -----------           -----------
                                                    2,208                 4,252
                                              -----------           -----------
         Operating Loss ............               (1,003)               (2,224)

Nonoperating (Expense) Income
     Interest, net .................                 (172)                  (60)
     Other income, net .............                   38                    51
                                              -----------           -----------
                                                     (134)                   (9)
                                              -----------           -----------


         Loss Before Income Taxes...               (1,137)               (2,233)

Income Tax Credit ..................                    0                  (891)
                                              -----------           -----------

     NET LOSS ......................          $    (1,137)          $    (1,342)
                                              ===========           ===========

     BASIC AND DILUTIVE LOSS
       PER COMMON SHARE ............          $     (0.28)          $     (0.33)
                                              ===========           ===========

Average Number of Common and
    Common Equivalent
   Shares Outstanding ..............            4,133,600             4,118,600
                                              ===========           ===========







                                        
                                      - 2 -

<PAGE>



PART I            FINANCIAL INFORMATION

       Item 1.    Financial Statements

STARCRAFT CORPORATION

STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
                                                                       3 Months Ended
                                                               ------------------------------
                                                               Dec. 28, 1997    Dec. 29, 1996
                                                               -------------    -------------
                                                                  (Dollars in Thousands)

Operating Activities
<S>                                                               <C>               <C>     
     Net Loss ..........................................          $(1,137)          $(1,342)
     Adjustments to reconcile net loss to
        net cash provided by operating
       activities:
         Depreciation and amortization .................              258               291
         Non-Cash Restructuring
              Charges ..................................                0               637
         Change in operating
            assets and liabilities:
                  Receivables ..........................           (2,353)            4,276
                  Inventories ..........................              961               725
                  Other ................................             (170)             (997)
                  Accounts payable .....................           (1,925)           (5,603)
                  Accrued expenses .....................           (1,074)           (1,401)
                                                                  -------           -------
         Net Cash used in
            operating activities .......................           (5,440)           (3,414)

Investing Activities
     Purchase of property and equipment ................             (283)             (276)
     Other .............................................                0                 3
                                                                  -------           -------
         Net cash used in
            investing  activities ......................             (283)             (273)
 Financing Activities
     Borrowings on revolving
        credit agreements ..............................            5,504             6,400
     Repayments on revolving
        credit agreements ..............................                0            (3,100)
     Payments on long-term debt ........................                0              (160)
                                                                  -------           -------
         Net cash from financing
            activities .................................            5,504             3,140

Decrease in Cash and Cash
     Equivalents .......................................             (219)             (547)
     Cash and cash equivalents at
        beginning of period ............................              608             1,366
                                                                  -------           -------
     Cash and cash equivalents at
        end of period ..................................          $   389           $   819
                                                                  =======           =======
</TABLE>

                                        
                                      - 3 -

<PAGE>







NOTES TO FINANCIAL STATEMENTS

STARCRAFT CORPORATION

December 28, 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  28,  1997.  Certain
                  fiscal year 1997 amounts were  reclassified  to be  consistent
                  with the fiscal year 1998 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
                  period  ended  December  28, 1997 and the three  month  period
                  ended  December 29, 1996.  The results of  operations  for the
                  three  months  ended  December  28,  1997 are not  necessarily
                  indicative  of the results  which may be expected for the year
                  ending September 27, 1998.

Note 2.           Inventories

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

                                      December 28, 1997    September 28, 1997
                                      -----------------    ------------------
                  Raw Materials              $4,828              $4,654
                  Work in Process             1,744               1,667
                  Finished Goods              1,737               2,949
                                              -----               -----
                                             $8,309              $9,270
                                             ------              ------



                                        
                                      - 4 -

<PAGE>



                    NOTES TO FINANCIAL STATEMENTS (Continued)

STARCRAFT CORPORATION
- --------------------------------------------------------------------------------

Note 3.           Long-Term Debt

                  On January  12,  1998,  the  Company  entered  into an amended
                  credit  agreement  with its bank  which  was  effective  as of
                  December  31,  1997.  The  agreement  has a  maturity  date of
                  January  31,  1999.   Borrowings   are  limited  to  specified
                  percentages of eligible receivables, inventories, and property
                  and equipment and are subject to maximum limits of $15 million
                  through  March 30,  1998,  $12  million  from  March 31,  1998
                  through  June  29,  1998,  and  $10  million  thereafter.  The
                  carrying  amount of the company's line of credit  approximates
                  fair value.

                  Borrowings  pursuant  to the  agreement  bear  interest at the
                  prime  rate of the  lending  bank plus 1% and are  secured  by
                  substantially all of the Company's assets.  Fees on the unused
                  commitment  range from 0.125% to 0.250% of the  avarage  daily
                  unused portion of the available  credit based on the Company's
                  level of  interest,  taxes,  depreciation,  and  amortization.
                  Pursuant  to the  agreement,  the  Company  must,  among other
                  things, maintain a minimum level of tangible net worth of $6.7
                  million at December  31,  1997,  $6.1  million from January 1,
                  1998 through June 27, 1998,  $7.25  million from June 28, 1998
                  through  September  27, 1998 and $7.6 million  thereafter.  If
                  these  minimum  levels  are not  maintained,  any  outstanding
                  balances become payable upon demand of the bank. The Company's
                  tangible net worth was $7.7 million at December 28, 1997.

                  In order to maintain the minimum  levels of tangible net worth
                  through 1998, the Company needs to achieve  operating  results
                  substantially  consistent  with its 1998 operating  plan. This
                  plan calls for 1998 net sales to be  slightly  lower than 1997
                  net sales.  The  Company  plans to reduce  costs of goods sold
                  through  improved  plant  operating  efficiencies,  a new  pay
                  system for production  line  associates,  and the reduction of
                  carrying costs of its chassis by decreasing  inventory levels.
                  In addition, the Company plans to reduce selling,  general and
                  administrative   expenses   primarily  through  reductions  in
                  personnel and employee benefits costs.

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.





                                        
                                      - 5 -

<PAGE>



NOTES TO FINANCIAL STATEMENTS (Continued)

STARCRAFT CORPORATION
- --------------------------------------------------------------------------------

Note 4.           Consignment Arrangements (Continued)

                  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 December 28, 1997, the Company had possession of chassis in
                  the  aggregate  amount of $17.4 million (of which $8.1 million
                  was over 90 days).

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.
















                                        
                                      - 6 -

<PAGE>


STARCRAFT CORPORATION
- --------------------------------------------------------------------------------

Note 6.           Recently Adopted Accounting Standards

                  In February  1997 the  Financial  Accounting  Standards  Board
                  issued Statement 128, "Earnings Per Share",  which was adopted
                  by the  Company  in the first  quarter  of fiscal  year  1998.
                  Statement  128 replaced the  previously  reported  primary and
                  fully  diluted  earnings  per share  with  basic  and  diluted
                  earnings per share.  Unlike primary earnings per share,  basic
                  earnings per share  excludes any dilutive  effects of options,
                  warrants  and  convertible  securities.  Diluted  earnings per
                  share is very similar to the previously reported fully diluted
                  earnings per share.  All  earnings  per share  amounts for all
                  periods have been presented, and where necessary,  restated to
                  conform  to the  Statement  128  requirements.  The  impact of
                  F.A.S.  128 on  prior  year  amounts  was  not  material.  The
                  computation of basic and diluted loss per share follows:

<TABLE>
<CAPTION>
                                                                                     3 Months
                                                                       ---------------------------------------
                                                                       Dec. 28, 1997             Dec. 29, 1996
                                                                       -------------             -------------
                                                                      (In thousands, except per share amounts)
<S>                                                                        <C>                       <C>     
                  Numerator:
                           Numerator for basic and
                           diluted loss per share - loss
                           available to common
                           stockholders                                    ($1,137)                  ($1,342)
                                                                       ===========                ==========

                  Denominator:
                           Denominator for basic
                           loss per share - weighted
                           average shares                                    4,134                     4,119

                  Effect of dilutive securities:
                           Employee stock options                              (a)                        (a)

                  Denominator for diluted loss per                     __________                 __________
                            share - adjusted weighted  
                           average shares and assumed
                           conclusions                                      4,134                      4,119
                                                                       ----------                 ==========

                  Basic Loss Per Share                                     ($0.28)                    ($0.33)
                                                                       ==========                  =========

                  Dilutive Loss Per Share                                  ($0.28)                    ($0.33)
                                                                       ==========                  =========
</TABLE>


                  (a)  Calculation  does not reflect the effect of the  employee
                  stock options outstanding since their effect is antidilutive.

                                        
                                      - 7 -

<PAGE>



ITEM 2.                    MANAGEMENT'S DISCUSSION AND ANALYSIS

STARCRAFT CORPORATION
================================================================================
                              RESULTS OF OPERATIONS

  Comparison of the three months ended December 28, 1997 (First Quarter Fiscal
             Year 1998) to the three months ended December 29, 1996
                        (First Quarter Fiscal Year 1997)

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


Net Sales

Net sales declined $4.2 million (24.1%) to $13.4 million in the first quarter of
fiscal  1998.  Domestic  sales  declined  22.1% from prior year levels which was
consistent  with an  industry  decline of 21% as  reported  by the  Recreational
Vehicle Industry Association.  Export sales were $3.6 million in the 1998 fiscal
quarter  compared to $5.1 million in 1997. The $1.5 million  reduction in export
sales is  primarily  attributable  to a $2 million  decline  in Asian  business,
partially  offset by an increase in Middle East business.  The 1997 first fiscal
quarter benefitted from the early build of 1997 models for the Japan market.

The  domestic  conversion  market  continues  to  decline  due to the  increased
popularity  and  availability  of sport utility  vehicles and factory  minivans,
price  pressure  from  higher  chassis  costs  and lower  levels  of  conversion
inventory being held on dealer retail lots. Export sales continue to be impacted
by the strong U.S. dollar and turmoil in the Asian financial markets.

Gross Profit

Gross profit  decreased to $1.2 million (9.0% of sales) in the 1998 fiscal first
quarter from $2.0 million  (11.5% of sales) in the 1997 period.  The decrease in
gross margin as a percent of sales is  attributable to the impact of fixed plant
overhead  costs on the  lower  sales  volume,  offset by cost  savings  from the
Company's plant consolidation and restructuring efforts in fiscal year 1997.

Selling and promotion expense

Selling and promotion expense decreased  approximately  $400,000 to $1.3 million
(9.6% of sales) in the first fiscal 1998 quarter  compared to $1.7 million (9.7%
of sales) in fiscal  1997.  The  reduction  is due to the lower  domestic  sales
volume.

General and Administrative Expense

General and  administrative  expense declined to $.9 million for the 1998 fiscal
first quarter from $1.8 million in fiscal 1997. The decrease is  attributable to
the  plant   consolidations   and  personnel   restructuring  that  the  Company
implemented in fiscal year 1997.

Restructuring Charge

In the first quarter of fiscal year 1997, the Company  consolidated its Imperial
Automotive  Group  manufacturing  operation  into Starcraft  Automotive  Group's
manufacturing  complex in Goshen,  Indiana and  recorded a $750,000  restructure
charge.





                                        
                                      - 8 -

<PAGE>



ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)

STARCRAFT CORPORATION
================================================================================

Interest Expense

Interest  expense  increased  to $172,000 in the fiscal 1998 first  quarter from
$60,000 in fiscal 1997.  The increase is due to higher  borrowing  levels on the
bank credit line.

Income Taxes

The first quarter does not have a tax credit to offset  operating losses because
the tax carry back is fully utilized.  The fiscal 1997 first quarter  benefitted
from a 40% tax credit carry back.

Loss per Share

Loss per share decreased to $0.28 on 4,133,600 average common shares outstanding
for the fiscal 1998 first  quarter from $0.33 on  4,118,600  shares for the same
period a year ago.

SEASONALITY AND TRENDS

The Company's  sales and profits are dependent on the automotive  markets in the
United States and overseas, primarily Japan and Europe, and the OEM's ability to
supply vehicle chassis. The business tends to be seasonal with stronger domestic
sales in March through July and is  influenced by a number of factors  including
atypical  weather for any sales  region and OEM  programs  affecting  the price,
supply and delivery of vehicle chassis.  General Motors' chassis represented 60%
of the  Company's  total unit  shipments  in the first  quarter  of fiscal  1998
compared  to 70% in 1997's  fiscal  first  quarter.  The  decline in the General
Motors'  percentage is due to the  introduction of the redesigned Dodge fullsize
van in December, 1997.

The Company's retail dealers had approximately 2,900 units on hand at the end of
December  1997 compared to 3,600 units at the end of December  1996.  Conversion
inventory on dealer lots has decreased for the entire industry relative to prior
year levels. The Company believes dealers are stocking fewer conversion products
because of the growing  availability of additional  vehicle models such as sport
utility  vehicles and factory  minivans and a general  concern by dealers of the
future of the  conversion  industry.  The OEM's have  recently  increased  their
advertising  support and dealer training  efforts to support vehicle  conversion
products.

The strengthened U.S.Dollar and recent turmoil in financial markets in Asia will
pressure the Company's 1998 export sales and margins.

The Company plans to continue to diversify its products and markets in an effort
to stabilize sales. The vehicle conversion business will continue to be the core
business of the Company,  but  additional  strategies  will be implemented in an
attempt to reduce the  cyclicality  and  seasonality of the Company's  sales. In
1997 the Company acquired National Mobility,  a manufacturer of vehicles for the
physically  challenged,  and entered the  commercial  shuttle bus  business as a
start to its diversification strategy.

The Company has reviewed its  information  systems for  compatability  with year
2000. It has plans in place to replace  software deemed  incompatable  with year
2000 in a timely manner and does not anticpate any material  adverse effect from
year 2000 compatability issues.


                                        
                                                           - 9 -



<PAGE>



ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)

STARCRAFT CORPORATION
================================================================================

LIQUIDITY AND CAPITAL RESOURCES

Operations  utilized  $5.4  million of cash in the first three  months of fiscal
1998 compared to $3.4 million in the fiscal 1997 period. Operating cash was used
in the 1998  period  to fund the  operating  loss and a $4.3  million  growth in
working capital.

Trade accounts receivable and payable were significantly changed at December 29,
1997 relative to September 28, 1997. Accounts receivable  increased $2.4 million
during the first fiscal 1998 quarter primarily due to the international business
which average a 45 day collection  period.  At December 28, 1997,  international
shipments  included in accounts  receivable  were $3.2  million  compared to $.3
million at September 28, 1997.  Accounts  payable  decreased $1.9 million in the
first quarter of fiscal 1998 due to the reduction in domestic  sales.  Inventory
was reduced $1 million  primarily  in  finished  goods as prior year models were
reduced.

Capital  expenditures  for the 1998 quarter were  $283,000  primarily  for a new
management information system.

The Company's use of cash for operations  and investing  activities was financed
by bank debt. At the end of December 1997, bank debt was $11.2 million.

On January 12, 1998, the Company  entered into an amended credit  agreement with
its bank which was  effective  as of December  31,  1997.  The  agreement  has a
maturity  date  of  January  31,  1999.  Borrowings  are  limited  to  specified
percentages of eligible receivables, inventories, and property and equipment and
are subject to maximum limits of $15 million through March 30, 1998, $12 million
from March 31, 1998 through June 29, 1998, and $10 million thereafter.

Borrowings  pursuant to the agreement bear interest at prime rate of the lending
bank plus 1% and are secured by substantially all of the Company's assets.  Fees
on the unused commitment range from 0.125% to 0.250% of the average daily unused
portion of the available  credit based on the Company's  level of total interest
bearing liabilities  compared to consolidated  earnings before interest,  taxes,
depreciation,  and  amortization.  Pursuant to the agreement,  the Company must,
among  other  things,  maintain a minimum  level of  tangible  net worth of $6.7
million at December 31, 1997, $6.1 million from January 1, 1998 through June 27,
1998,  $7.25  million  from June 28, 1998  through  September  27, 1998 and $7.6
million thereafter. If these minimum levels are not maintained,  any outstanding
balances  become  payable upon demand of the bank.  The  Company's  tangible net
worth at December 28, 1997 was $7.7 million.

In order to maintain the minimum  levels of tangible net worth through 1998, the
Company needs to achieve  operating  results  substantially  consistent with its
1998 operating plan. This plan calls for 1998 net sales to be approximately  six
percent less than 1997 net sales.  This reduction results primarily from reduced
sales in the core  conversion  business  partially  offset by the inclusion of a
full year of National Mobility Corporation's sales in 1998. The Company plans to
reduce cost of goods sold through improved plant operating  efficiencies,  a new
pay system for production line  associates,  and the reduction of carrying costs
of its chassis by decreasing inventory levels. In addition, the Company plans to
reduce  selling,  general and  administrative  expenses.  In  December  1997 the
Company  reorganized its sales department and adopted a more focused advertising
plan to reduce selling and promotion  costs.  General and  administrative  costs
will be reduced  primarily  through  reductions in personnel and the decrease in
certain employee benefits in 1998.


                                        
                                     - 10 -

<PAGE>



ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)

STARCRAFT CORPORATION

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

In addition to the  availability of bank  financing,  the Company has restricted
sales agreements with General Motors Acceptance Corporation,  Chrysler Financial
Corporation  and Ford Motor Credit.  Pursuant to these  agreements,  the Company
obtains  vehicle  chassis  from the OEM's for 90 days at nominal  rates.  If the
Company  fails to match a  chassis  with a dealer  order  within  90 days  after
delivery of the chassis to the Company,  carrying charges increase to prime rate
plus 1%.

The Company  believes that future  cashflows from  operations,  funds  available
under  its  bank  revolving  credit  agreement,  and  the  continued  use of OEM
financing  arrangements  to manage its chassis  inventory  will be sufficient to
satisfy its anticipated operating needs and capital improvements for 1998.

The foregoing  paragraphs  contain  forward  looking  statements  regarding cost
savings,  adequacy of capital resources,  seasonality and supply of , and demand
for, the Company's  products,  all of which are subject to a number of important
factors which may cause the Company's  projections to be materially  inaccurate.
Some of such factors are described in the Company's Form 10-K for the year ended
September 28, 1997, under "Discussion of Forward-Looking Information".


                                        
                                     - 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.

                       27         Financial Data Schedule.

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


                                        
                                     - 13 -

<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)



February 6, 1998                     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 -


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
registrant's  unaudited  consolidated  financial statements for the three months
ended  December  28, 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>                   3-MOS
<FISCAL-YEAR-END>                              SEP-27-1998
<PERIOD-START>                                 SEP-29-1997
<PERIOD-END>                                   DEC-28-1997
<EXCHANGE-RATE>                                1.000
<CASH>                                         389
<SECURITIES>                                   0
<RECEIVABLES>                                  10,373
<ALLOWANCES>                                   51
<INVENTORY>                                    8,309
<CURRENT-ASSETS>                               19,634
<PP&E>                                         11,748
<DEPRECIATION>                                 3,716
<TOTAL-ASSETS>                                 29,147
<CURRENT-LIABILITIES>                          8,281
<BONDS>                                        11,200
<COMMON>                                       15,024
                          0
                                    0
<OTHER-SE>                                     (5,866)
<TOTAL-LIABILITY-AND-EQUITY>                   29,147
<SALES>                                        13,419
<TOTAL-REVENUES>                               13,419
<CGS>                                          12,214
<TOTAL-COSTS>                                  12,214
<OTHER-EXPENSES>                               2,208
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             172
<INCOME-PRETAX>                                (1,137)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (1,137)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (1,137)
<EPS-PRIMARY>                                  (0.28)
<EPS-DILUTED>                                  (0.28)
        


</TABLE>


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