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 March 29, 1998
[ ] 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: May 1, 1998 - 4,133,600 shares
of Common Stock, without par value.
<PAGE>
STARCRAFT CORPORATION March 29, 1998
Form 10-Q
- INDEX -
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheets - March 29, 1998 (Unaudited) 1
and September 28, 1997 (Audited)
Statements of Operations (Unaudited) for the three month 2
periods ended March 29, 1998 and March 30, 1997 and the
six month periods ended March 29, 1998 and March 30, 1997
Statements of Cash Flow (Unaudited) for the six month 3
periods ended March 29, 1998 and March 30, 1997
Notes to Financial Statements 4-7
Item 2. Management's Discussion and Analysis 8-14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16-17
<PAGE>
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
BALANCE SHEETS March 29, 1998 September 28, 1997
-------------- ------------------
ASSETS (Dollars in Thousands)
Current Assets
<S> <C> <C>
Cash and cash equivalents....................... $ 590 $ 608
Trade receivables, less allowance for
doubtful accounts of: 1998 - $40, 1997 - $81 6,488 3,977
Manufacturers' rebates receivable............... 369 692
Recoverable income tax.......................... 539 3,300
Inventories ................................... 8,607 9,270
Other ................................... 626 444
------------- -------------
Total current assets........................ 17,219 18,291
Property and Equipment
Land, buildings, and improvements............... 5,853 5,857
Machinery and equipment......................... 5,890 5,608
------------- -------------
11,743 11,465
Less accumulated depreciation................... 3,871 3,491
------------- -------------
7,872 7,974
Goodwill, at amortized cost.......................... 1,404 1,453
Other assets ................................... 45 61
------------- -------------
$ 26,540 $ 27,779
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable, trade............................ $ 7,091 $ 6,354
Accrued expenses:
Warranty....................................... 1,076 1,337
Compensation and related expenses.............. 404 484
Taxes.......................................... 1,087 1,060
Other.......................................... 1,337 2,045
------------- -------------
Total current liabilities............................ 10,995 11,280
Long Term Debt....................................... 6,700 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 March 29,
1998 and September 28, 1997................ 14,016 14,016
. Additional paid-in capital...................... 1,008 1,008
Retained Earnings Deficit....................... (6,687) (4,729)
------------- -------------
Total shareholders' equity................. 8,337 10,295
------------- -------------
$ 26,540 $ 27,779
============= =============
</TABLE>
- 1 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
3 Months Ended 6 Months Ended
-------------------------------------------------------------------------
March 29, 1998 March 30, 1997 March 29, 1998 March 30, 1997
-------------- -------------- -------------- --------------
(Dollars in thousands, except per share amounts)
Net Sales
<S> <C> <C> <C> <C>
Domestic .......................... $ 11,267 $ 16,530 $ 21,078 $ 29,119
Export .......................... 3,197 2,022 6,805 7,102
------------ ------------ ----------- ----------
14,464 18,552 27,883 36,221
Cost of Goods Sold ......................... 12,808 17,432 25,022 33,073
------------ ------------ ----------- ----------
Gross profit ...................... 1,656 1,120 2,861 3,148
Operating Expenses
Selling and promotion ................. 1,267 2,039 2,555 3,750
General and administrative ............ 1,031 1,638 1,951 3,429
Restructure charge . . . . . . . . . . 0 0 0 750
------------ ------------ ----------- ----------
2,298 3,677 4,506 7,929
------------ ------------ ----------- ----------
Operating Loss ............................. (642) (2,557) (1,645) (4,781)
Nonoperating (Expense) Income
Interest expense ...................... (203) (85) (375) (145)
Other income, net ..................... 24 58 62 109
------------ ------------ ----------- ----------
(179) (27) (313) (36)
------------ ------------ ----------- ----------
Loss Before Income Taxes ....... (821) (2,584) (1,958) (4,817)
Income Tax Credit........................... 0 (1,032) 0 (1,923)
------------ ------------ ----------- ----------
NET LOSS .............................. $ ( 821) $ (1,552) $ (1,958) $ (2,894)
============== ============= ========== ==========
BASIC AND DILUTIVE LOSS
PER COMMON SHARE..................... $ (0.19) $ (0.37) $ (0.47) $ (0.70)
============== ============== ============= =============
Average Number of Common and
Common Equivalent
Shares Outstanding....................... 4,133,600 4,118,600 4,133,600 4,118,600
============== ============== ============ ============
</TABLE>
- 2 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
6 Months Ended
----------------------------------
March 29, 1998 March 30, 1997
-------------- --------------
(Dollars in Thousands)
Operating Activities
<S> <C> <C>
Net Loss ............................ $ (1,958) $ (2,894)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization ... 515 586
Non-Cash Restructuring
Charges .................... 0 571
Change in operating
assets and liabilities:
Receivables ............ 573 2,765
Inventories ............ 663 2,007
Other .................. (182) (2,115)
Accounts payable ....... 737 (3,039)
Accrued expenses ....... (1,022) (2,935)
-------- --------
Net Cash used in
operating activities ......... (674) (5,054)
Investing Activities
Purchase of property and equipment .. (389) (513)
Purchase of net assets of National
Mobility Corporation ............ 0 (1,748)
Other ............................... 41 3
-------- --------
Net cash used in
investing activities ........ (348) (2,258)
Financing Activities
Borrowings on revolving
credit agreements ................ 5,504 10,400
Repayments on revolving
credit agreements ................ (4,500) (3,500)
Payments on long-term debt .......... 0 (323)
-------- --------
Net cash from financing
activities ................... 1,004 6,577
Decrease in Cash and Cash
Equivalents ......................... (18) (735)
Cash and cash equivalents at
beginning of period .............. 608 1,366
-------- --------
Cash and cash equivalents at
end of period .................... $ 590 $ 631
======== ========
</TABLE>
- 3 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STARCRAFT CORPORATION
March 29, 1998
- --------------------------------------------------------------------------------
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 and
six month periods ended March 29, 1998 and March 30, 1997. The
results of operations for the six months ended March 29, 1998
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):
March 29, 1998 September 28, 1997
-------------- ------------------
Raw Materials $ 5,042 $4,654
Work in Process 1,826 1,667
Finished Goods 1,739 2,949
------------- ------------
$ 8,607 $ 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. 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, $13.5 million from
March 31, 1998 through May 3, 1998, $12 million from May 4,
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 average 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 $6.1
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 $6.93
million at March 29, 1998.
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.
In May 1998 the Company again amended its bank agreement
primarily to extend the agreement's maturity date to April 1,
1999.
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 March 29, 1998, the Company had possession of chassis in
the aggregate amount of $13.9 million (of which $3.3 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>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
Note 6. Earnings Per Share
The computation of basic and diluted loss per share follows
(in thousands, except per share amounts):
<TABLE>
<CAPTION>
3 Months 6 Months
-------------------------------------------- ---------------------------------
March 29, 1998 March 30, 1997 March 29, 1998 March 30,
-------------- -------------- -------------- ---------
<S> <C> <C> <C> <C>
1997
Numerator:
Numerator for basic and
diluted loss per share - loss
available to common
stockholders ($821) ($ 1,552) ($1,958) ($2,894)
========== ======== ========= ========
Denominator:
Denominator for basic
loss per share - weighted
average shares 4,134 4,119 4,134 4,119
Effect of dilutive securities:
Employee stock options (a) -- -- -- --
Denominator for diluted loss
per share - adjusted
weighted average shares
and dilutive securities 4,134 4,119 4,134 4,119
--------- ======== -------- =======
Basic Loss Per Share ($0.19) ($0.37) ($0.47) ($0.70)
======== ========= ========= ==========
Dilutive Loss Per Share ($0.19) ($0.37) ($0.47) ($0.70)
======== ========= ========= ==========
</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 March 29, 1998 (Second
Quarter Fiscal Year 1998) to the three months ended
March 30, 1997 (Second Quarter Fiscal Year 1997)
- --------------------------------------------------------------------------------
Net Sales
Domestic sales declined 32% in the second quarter of fiscal year 1998. The
Company's domestic unit sales declined 36% compared to an industry decline of
30% as reported by the Recreational Vehicle Industry Association. Approximately
19% of the Company's unit decline is attributable to the phase out of pick-up
truck conversions. The domestic conversion market continues to decline due to
the 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.
International sales increased 58% to $3.2 million in the 1998 second quarter.
The increase is primarily due to shipment timing of units for the Asian market
and increased sales in Europe. The Company's 1998 year-to-date export sales
approximate 1997 levels. Export sales continue to be impacted by the strong U.S.
dollar and turmoil in the Asian financial markets.
Gross Profit
Gross profit increased to $1.7 million (11.4% of sales) in the 1998 second
quarter from $1.1 million (6.0% of sales) in the 1997 period. The increase in
gross margin dollars and as a percent of sales is attributable to the impact of
reduced fixed plant overhead costs as a result of the Company's plant
consolidation and restructuring efforts in fiscal year 1997.
Selling and promotion expense
Selling and promotion expense decreased approximately $800,000 (11.2% of
domestic sales) to $1.3 million in the 1998 quarter compared to $2.0 million
(12.3% of domestic sales) in fiscal 1997 primarily due to reduced sales
representative commissions on the lower domestic sales volume. The reduction as
a percent of sales is attributable to lower fixed sales representative salaries
in conjunction with the personnel reorganization efforts in 1997.
General and Administrative Expense
General and administrative expense declined approximately $600,000 to $1.0
million for the 1998 quarter from $1.6 million in fiscal 1997. The decrease is
attributable to the plant consolidations and personnel restructuring that the
Company implemented in fiscal year 1997.
- 8 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
Interest Expense
Interest expense increased to approximately $200,000 in the fiscal 1998 second
quarter from $85,000 in fiscal 1997. The increase is due to higher borrowing
levels and higher interest rates on the bank credit line.
Income Taxes
In the second quarter the Company did not have a tax credit to offset operating
losses because the tax carry back is fully utilized. The fiscal 1997 second
quarter benefitted from a 40% tax credit carry back.
Loss per Share
Loss per share decreased to $0.19 on 4,133,600 average common shares outstanding
for the fiscal 1998 second quarter from $0.37 on 4,118,600 shares for the same
period a year ago.
- 9 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Comparison of the six months ended March 29, 1998
to the six months ended March 30, 1997
- --------------------------------------------------------------------------------
Net Sales
Net sales were $27.9 million for 1998 compared to $36.2 million in 1997, a 23%
decline. The decline is primarily due to domestic sales. The Recreational
Vehicle Industry Association reported a 24.7% decline in the industry's unit
sales for the six month period. Export sales for the 1998 period approximated
1997 levels.
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 $2.9 million (10.3% of sales) in the 1998 fiscal
second quarter from $3.1 million (8.7% of sales) in the 1997 period. The
increase in gross margin as a percent of sales is attributable to the impact of
fixed plant overhead costs on the lower sales volume. The increase in percent of
sales is due to 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 $1.2 million to $2.6
million (12.1% of domestic sales) in the 1998 quarter compared to $3.7 million
(12.9% of sales) in fiscal 1997. The reduction in dollars is due to the lower
domestic sales volume. The expense as a percent of sales approximates 1997
levels.
General and Administrative Expense
General and administrative expense declined to $1.9 million for the 1998 quarter
from $3.4 million in fiscal 1997. The decrease is attributable to 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.
- 10 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
Interest Expense
Interest expense increased by approximately $230,000 in the fiscal 1998 period.
The increase is due to higher borrowing levels and higher interest rates on the
bank credit line.
Income Taxes
In the 1998 six month period the Company did not have a tax credit to offset
operating losses because the tax carry back is fully utilized. The fiscal 1997
period benefitted from a 40% tax credit carry back.
Loss per Share
Loss per share decreased to $0.47 on 4,133,600 average common shares outstanding
in 1998 from $0.70 on 4,118,600 shares for the same period a year ago.
- 11 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
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 57%
of the Company's total unit shipments for the 1998 period compared to 70% in
1997. The decline in the General Motors' percentage is due to growth of market
share of the Dodge fullsize van.
The Company's retail dealers had approximately 3,039 units on hand at the end of
March 1998 compared to 3,790 units at the end of March 1997. 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 and taxi
cab business as a start to its diversification strategy.
The Company has reviewed its information systems for compatibility with year
2000. It has plans in place to replace software deemed incompatible with year
2000 in a timely manner and does not anticipate any material adverse effect from
year 2000 compatibility issues.
- 12 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Operations utilized $700,000 of cash in the first six months of fiscal 1998
compared to $5.1 million in the fiscal 1997 period. Operating cash was used in
the 1998 period primarily to fund the operating loss.
Receivables decreased $600,000 during the fiscal 1998 period primarily due to
the collection of $2.8 million of federal tax refunds, offset by the seasonal
growth of international accounts receivable which average a 45 day collection
period. Accounts payable increased $800,000 in fiscal 1998 due to European
chassis requirements. Inventory was reduced $700,000 primarily in finished goods
as prior year models were reduced.
Capital expenditures for the 1998 quarter were $390,000 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 March 1998, bank debt was $6.7 million.
On January 12, 1998, the Company entered into an amended credit agreement with
its bank which was effective as of December 31, 1997. 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, $13.5 million from March 31, 1998 through May 3, 1998, $12 million from
May 4, 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 March 29, 1998 was $6.93 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.
In May 1998 the Company amended its bank agreement primarily to extend the
agreement's maturity date to April 1, 1999.
- 13 -
<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 cash flows 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 of its core
business for 1998. However, to meet the capital requirements of its new Tecstar
operation and potentially other new projects, the Company has determined that it
will require in the next 6 to 18 months $1-3 million in additional capital in
excess of what is available under its line of credit. The Board of Directors is
considering alternatives to obtain such funding.
The foregoing discussion contains 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".
- 14 -
<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.
10.1 Seventh Amendment to Amended and Restated
Credit Agreement dated as of February 27,
1998, among Starcraft Corporation, certain
subsidiaries and Bank One, Indiana,
National Association.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter
for which this report is filed.
- 15 -
<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)
May 11, 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
- 16 -
SEVENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") has been executed as of the 27th day of February,
1998 (the "Seventh Amendment Effective Date") by STARCRAFT CORPORATION, an
Indiana corporation formerly named Starcraft Automotive Corporation ("Parent"),
STARCRAFT AUTOMOTIVE GROUP, INC., an Indiana corporation ("Starcraft"), IMPERIAL
AUTOMOTIVE GROUP, INC., an Indiana corporation ("Imperial"), and BANK ONE,
INDIANA, NATIONAL ASSOCIATION, a national banking association formerly named
Bank One, Indianapolis, National Association ("Bank").
Recitals
1. Parent, Starcraft, Imperial and Bank are parties to an
Amended and Restated Credit Agreement, dated November 30, 1994 with effect as of
December 1, 1994, as amended by a First Amendment to Amended and Restated Credit
Agreement, dated with an effective date as of March 1, 1995, a Second Amendment
to Amended and Restated Credit Agreement, dated with an effective date as of
January 31, 1996, a Third Amendment to Amended and Restated Credit Agreement,
dated with an effective date as of January 31, 1997, a Fourth Amendment to
Amended and Restated Credit Agreement dated with an effective date as of June
29, 1997, a Fifth Amendment to Amended and Restated Credit Agreement dated with
an effective date as of December 31, 1997, and a Sixth Amendment to Amended and
Restated Credit Agreement dated with an effective date of February 10, 1997
(such Amended and Restated Credit Agreement, as so amended to date, being
referred to in this Amendment as the "Existing Agreement").
2. The Companies have requested Bank to amend the Existing
Agreement, effective as of the Seventh Amendment Effective Date, as herein
provided. Bank has agreed to amend the Existing Agreement as set forth in this
Amendment and subject to the terms and conditions of this Amendment.
Agreement
NOW, THEREFORE, in consideration of the Recitals, premises,
mutual covenants and agreements herein, and for other good and valuable
considerations, the receipt and sufficiency of which are acknowledged by each of
the parties to this Amendment, it is agreed as follows:
1. Definitions. Terms which are defined in the Existing
Agreement shall have the same meanings in this Amendment as are ascribed to them
in the Existing Agreement, as amended hereby, excepting only those terms which
are expressly defined in this Amendment, which shall have the meanings ascribed
to them in this Amendment.
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2. Amendments to Existing Agreement.
(a) Amendments to Definitions. Each of the following
definitions which are set forth in Section 1 of the Existing Agreement are
amended and restated in their respective entireties as of the Seventh Amendment
Effective Date to read as follows:
o Advance. "Advance" means a disbursement of proceeds of the
Revolving Loan or the Starcraft Revolver, as the context
requires.
o Applicable Spread. "Applicable Spread" means the percentage
per annum to be taken into account in determining any
Prime-based Rate at which interest will accrue on the
Revolving Loan or the Starcraft Revolver, as the context
requires, and as provided in this Agreement, which percentage
per annum shall be 1.00%.
o Authorized Officer. "Authorized Officer" means the President,
the Senior Vice President-Finance, the Secretary or the
Treasurer of the Parent or Starcraft, as the context requires,
or such other officer whose authority to perform acts to be
performed only by an Authorized Officer under the terms of
this Agreement is evidenced to the Bank by a certified copy of
an appropriate resolution of the Board of Directors of the
Parent or Starcraft, as the context requires.
o Borrowing Base. "Borrowing Base" means, at any date a
determination thereof is to be made, an amount equal to the
sum of: (a) the Equipment Collateral Value; (b) the Inventory
Collateral Value; (c) Eighty Percent (80%) of the value of the
Eligible Accounts; and (d) the Real Estate Collateral Value,
less (x) the aggregate amount of any Ford Inventory owned by
the Companies and (y) the aggregate amount of accounts payable
owed to Ford by the Companies.
o Borrowing Base Certificate. "Borrowing Base Certificate" means
a certificate signed by the President or Senior Vice President
- Finance of the Parent and Starcraft, certifying the amounts
of Maximum Loan Availability and Maximum Starcraft Revolver
Availability, respectively, as of a stated date and in such
form and showing such detail as the Bank may reasonably
require from time to time.
o Commitment. "Commitment" means the agreement of the Bank to
extend the Revolving Loan to the Parent until the Revolving
Loan Maturity Date and the agreement of the Bank to extend the
Starcraft Revolver to Starcraft until the Starcraft Revolver
Maturity Date, and "Commitments" means both such agreements.
If the context requires, the term may also refer to the
maximum principal amount which is permitted to be outstanding
under the Revolving Loan or the Starcraft Revolver at any
time.
o Company. "Company" means any of the Parent, Starcraft,
Imperial, Starcraft Southwest or National as the context
requires and when used in the plural refers to two or more of
them as the context requires.
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o Credit Documents. The term "Credit Documents" means any of the
Parent Credit Documents, the Starcraft Credit Documents and
the Imperial Credit Documents, as the context requires, and
when used in the plural form means any two or more of the
Credit Documents, as the context requires.
o Guaranty Agreements. The term "Guaranty Agreements"
collectively means the Parent Guaranty Agreements, the
Starcraft Guaranty Agreements and the Imperial Guaranty
Agreements, and individually means whichever of the Guaranty
Agreements the context requires.
o Maximum Loan Availability. "Maximum Loan Availability" means,
as to the Revolving Loan, at any date a determination thereof
is to be made from and after the Seventh Amendment Effective
Date, the lesser of: (a) the Maximum Revolver Commitment at
that date; and (b) the amount of the Borrowing Base at that
date, less the principal amount outstanding on the Starcraft
Revolver at that date.
o Maximum Revolver Commitment. "Maximum Revolver Commitment"
means, at any date a determination thereof is to be made,
$6,500,000, less (a) from and after the Seventh Amendment
Effective Date, but only until such date as National has been
merged into Starcraft, $750,000; and less (b) from and after
March 31, 1998, an additional $1,500,000; and less (c) from
and after May 4, 1998, an additional $1,500,000; and less (d)
from and after June 30, 1998, an additional $2,000,000.
o Obligations. "Obligations" collectively means the Parent
Obligations, the Imperial Obligations and the Starcraft
Obligations, and when used in the singular form refers to any
of the Obligations, as the context requires.
o Officer's Certificate. "Officer's Certificate" means a
certificate in the form included as a part of Exhibit "A"
attached hereto in the case of the Parent, or in the form
attached as Exhibit "B" to the Seventh Amendment in the case
of Starcraft, signed on behalf of the Parent or Starcraft by
an Authorized Officer of the Parent or Starcraft, as
appropriate, confirming that all of the representations and
warranties contained in Section 3 of this Agreement are true
and correct as of the date of such certificate, except as
specified therein, and with the further exceptions that the
representation contained in Section 3.d shall be construed so
as to refer to the latest financial statements which have been
furnished to the Bank as of the date of any Officer's
Certificate and that the representation contained in Section
3.1 shall be deemed to be amended to reflect the existence of
any Subsidiary hereafter formed or acquired by the Parent or
Starcraft with the consent of the Bank. The Certificate shall
further confirm that no Event of Default or Unmatured Event of
Default shall have occurred and be continuing as of the date
of the Certificate or shall describe any such event which
shall have occurred and be then continuing and the steps being
taken by the Parent or Starcraft to correct it.
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o Revolving Loan Maturity Date. "Revolving Loan Maturity Date"
means April 1, 1999, and any subsequent date to which the
Commitment is extended by the Bank pursuant to the terms of
Section 2.a(iv).
o Subsidiary. "Subsidiary" means any corporation, partnership,
joint venture or other business entity over which the Parent
exercises control, provided that it shall be conclusively
presumed that the Parent exercises control over Starcraft,
Imperial, Starcraft Southwest and National and any other
entity 51% or more of which is owned by the Parent, directly
or indirectly.
(b) Partial Amendment of Definition. The following definition
set forth in Section 1 of the Existing Agreement is amended in part as the
Seventh Amendment Effective Date as set forth below:
o Eligible Accounts. The term "Eligible Accounts" is amended by
deleting the existing subsection (e) thereof and replacing it
with a new subsection (e) to read as follows: " (e) is an
account receivable with respect to which the account
receivable debtor's obligation to pay the account receivable
is conditional upon the account receivable debtor's approval,
or to the extent that the account receivable is subject to any
credit, contra account, counterclaim allowance, adjustment,
levy, offset, setoff, return of goods or discount or is
otherwise subject to any repurchase obligation or return
right, as with sales made on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval or consignment basis;"
(c) New Definitions. Section 1 of the Existing Agreement is
amended as of the Seventh Amendment Effective Date by adding thereto the
following new definitions:
o Affiliate. "Affiliate" means, with respect to a specified
Person, any other Person (other than an individual natural
Person) that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.
o Application for Starcraft Revolver Advance. "Application for
Starcraft Revolver Advance" or "Application" means a written
application of Starcraft for a disbursement of proceeds of the
Starcraft Revolver substantially in the form of Exhibit "B"
attached to the Seventh Amendment.
o Control. "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of
the management or policies of a Person (other than an
individual natural Person), whether through the ability to
exercise voting power, by contract or otherwise. "Controlling"
and "Controlled" have meanings correlative thereto.
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o Default Rate. "Default Rate" means the Prime Rate plus the
Applicable Spread plus three percent (3%) per annum.
o Ford. "Ford" means Ford Motor Company, a __________
corporation, and all of its subsidiaries and divisions.
o Ford Inventory. "Ford Inventory" means any and all vehicle
chasses, or any parts or components thereof, manufactured by
Ford and sold to any of the Companies, which chasses are now
or hereafter carried as an asset on the books of any of the
Companies.
o Maximum Starcraft Revolver Availability. "Maximum Starcraft
Revolver Availability" means, at any date a determination
thereof is to be made from and after the Seventh Amendment
Effective Date, the lesser of: (a) the Maximum Starcraft
Revolver Commitment at that date; and (b) the amount of the
Borrowing Base at that date, less the principal amount
outstanding on the Revolving Loan at that date.
o Maximum Starcraft Revolver Commitment. "Maximum Starcraft
Revolver Commitment" means, at any date a determination
thereof is to be made, $8,500,000.
o Person. "Person" or "person" means any individual, firm,
partnership, corporation, limited liability company,
governmental unit or other entity of any kind.
o Seventh Amendment. "Seventh Amendment" means the Seventh
Amendment to Amended and Restated Credit Agreement, dated as
of the Seventh Amendment Effective Date, which is executed by
Bank, Parent, Starcraft and Imperial.
o Seventh Amendment Effective Date. "Seventh Amendment Effective
Date" means February 27, 1998.
o Starcraft Credit Document. "Starcraft Credit Document" means
any of this Agreement, the Starcraft Note, the Starcraft
Standby Letters of Credit, the Starcraft Reimbursement
Agreement, the Starcraft Guaranty Agreements, the Parent
Security Agreement, the Starcraft Security Agreement, the
Imperial Security Agreement, and any other instrument or
document which evidences or secures the Starcraft Revolver, or
which expresses an Agreement as to terms applicable to the
Starcraft Revolver.
o Starcraft Guaranty Agreements. The term "Starcraft Guaranty
Agreements" is used as defined in Section 3A.
o Starcraft Note. "Starcraft Note" is used as defined in Section
2.5.a(ii).
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o Starcraft Obligations. "Starcraft Obligations" means all
obligations of Starcraft in favor of the Bank of every type
and description, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising,
including but not limited to: (a) all of such obligations on
account of the Starcraft Revolver, including any Advances made
pursuant to any extension of the Commitment beyond the initial
Starcraft Revolver Maturity Date or pursuant to any other
amendment of this Agreement, (b) the obligations of Starcraft
to reimburse the Bank for all draws made under any of the
Starcraft Standby Letters of Credit, together with interest
thereon, and for the payment of all fees, charges and
commissions payable with respect to any of the Starcraft
Standby Letters of Credit, (c) Starcraft's obligations as a
guarantor of the Parent Obligations under the Starcraft
Guaranty Agreements executed by Starcraft in favor of the
Bank, and (d) all other obligations arising under any of the
Starcraft Credit Documents.
o Starcraft Reimbursement Agreement. "Starcraft Reimbursement
Agreement" is used as defined in Section 2.5.a(vi).
o Starcraft Revolver. "Starcraft Revolver" is used as defined in
Section2.5.a(i).
o Starcraft Revolver Maturity Date. "Starcraft Revolver Maturity
Date" means April 1, 1999, and hereafter any subsequent date
to which the Commitment respecting the Starcraft Revolver is
extended by the Bank pursuant to the terms of Section
2.5.a(iv).
o Starcraft Security Agreements. "Starcraft Security Agreements"
is used as defined in Section 3B.
o Starcraft Standby Letters of Credit. "Starcraft Standby
Letters of Credit" is used as defined in Section 2.5.a(vi).
(d) Amendment to Section 2.a. Section 2.a(vi) of the Existing
Agreement shall be deleted in its entirety, effective as of the Seventh
Amendment Effective Date, and the Parent shall no longer be entitled to have
issued on its account any Standby Letter of Credit.
(e) Addition of New Section 2.5. Effective as of the Seventh
Amendment Effective Date, the Existing Agreement is amended by adding thereto a
new Section 2.5 which shall read in its entirety as follows:
"Section 2.5. THE STARCRAFT REVOLVER AND THE STARCRAFT STANDBY
LETTERS OF CREDIT. Subject to all of the terms and conditions
of this Agreement, the Bank will make the facilities described
in this Section 2.5 available to Starcraft on the following
terms and subject to the following conditions:
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a. The Starcraft Revolver. The Bank will make the Starcraft
Revolver described in this Section 2.5.a available to
Starcraft on the following terms and conditions:
(i) The Commitment--Use of Proceeds. From the
Seventh Amendment Effective Date and until
the Starcraft Revolver Maturity Date, the
Bank agrees to make Advances under a
revolving line of credit from time to time
to Starcraft (the "Starcraft Revolver") of
principal amounts not exceeding in the
aggregate at any time outstanding the
Maximum Starcraft Revolver Commitment or the
Maximum Starcraft Revolver Availability,
provided that all of the conditions of
lending stated in Section 6 of this
Agreement as being applicable to the
Starcraft Revolver have been fulfilled at
the time of each Advance. Proceeds of the
Starcraft Revolver may be used by Starcraft
only to reduce currently outstanding Parent
Obligations (by payment by Starcraft of
amounts owed by it to the Parent) and fund
working capital requirements of Starcraft.
The Parent affirms, acknowledges and agrees
that the unpaid principal balance of the
Revolving Loan as of the Seventh Amendment
Effective Date (not including the
outstanding Standby Letter of Credit in the
face amount of $3,000,000 issued to GMODC as
Letter of Credit No. STI 07408) is
$9,000,000.00.
(ii) Method of Borrowing. The obligation of
Starcraft to pay the Starcraft Revolver
shall be evidenced by a promissory note
executed by Starcraft to the Bank in the
form attached as Exhibit "A" to the Seventh
Amendment (as the same may be amended,
modified, extended, renewed and/or restated
or replaced from time to time and at any
time, being referred to in this Agreement as
the "Starcraft Note"). So long as no Event
of Default shall have occurred and be
continuing and until the Starcraft Revolver
Maturity Date, Starcraft may borrow, pay and
reborrow under the Starcraft Note on any
Banking Day, provided that no borrowing may
cause the principal balance of the Starcraft
Revolver to exceed the Maximum Starcraft
Revolver Availability or may result in an
Event of Default or an Unmatured Event of
Default. Each Advance under the Starcraft
Revolver shall be conditioned upon receipt
by the Bank from Starcraft of an Application
for Starcraft Revolver Advance, a Borrowing
Base Certificate and an Officer's
Certificate, provided that the Bank may, at
its discretion, make a disbursement upon the
oral request of Starcraft made by an
Authorized Officer, or upon a request
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<PAGE>
transmitted to the Bank by telephone
facsimile ("fax") machine, or by any other
form of written electronic communication
(all such requests for Advances being
hereafter referred to as "informal
requests"). In so doing, the Bank may rely
on any informal request which shall have
been received by it in good faith from an
individual reasonably believed to be an
Authorized Officer. Each informal request
shall be promptly confirmed by a duly
executed Application for Starcraft Revolver
Advance, Borrowing Base Certificate (if the
Borrowing Base Certificate most recently
submitted reports a Borrowing Base which is
greater than would be reported on the date
of the Application) and Officer's
Certificate if the Bank so requires and
shall in and of itself constitute the
representation of Starcraft that no Event of
Default or Unmatured Event of Default has
occurred and is continuing or would result
from the making of the requested Advance and
that the making of the requested Advance
shall not cause the principal balance of the
Starcraft Revolver to exceed the Maximum
Starcraft Revolver Commitment or the Maximum
Starcraft Revolver Availability at the date
such Advance is made. All borrowings and
reborrowings and all payments shall be in
amounts of not less than Fifty Thousand
Dollars ($50,000), except for repayment of
the entire principal balance of the
Starcraft Revolver. Upon receipt of an
Application for Starcraft Revolver Advance,
or at the Bank's discretion upon receipt of
an informal request for an Advance and upon
compliance with any other conditions of
lending stated in Section 6 of this
Agreement applicable to the Starcraft
Revolver, the Bank shall disburse the amount
of the requested Advance to Starcraft. All
Advances by the Bank and payments by
Starcraft with respect to the Starcraft
Revolver shall be recorded by the Bank on
its books and records, and the principal
amount outstanding from time to time, plus
interest payable thereon, shall be
determined by reference to the books and
records of the Bank. The Bank's books and
records shall be presumed prima facie to be
correct as to such matters.
(iii) Interest on the Starcraft Revolver. The
principal amount of the Starcraft Revolver
outstanding from time to time shall bear
interest until maturity of the Starcraft
Note (whether by acceleration or passage of
time) at a rate per annum equal to the Prime
Rate plus the Applicable Spread. After
maturity, whether on the Starcraft Revolver
Maturity Date or on account of acceleration
upon the occurrence of an Event of Default,
and until paid in full, the unpaid principal
balance of the Starcraft Revolver shall bear
interest at the Default Rate. Accrued
interest on the Starcraft Revolver shall be
due and payable monthly on the first Banking
Day of each month
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<PAGE>
prior to maturity. After maturity, interest
on the Starcraft Revolver shall be due and
payable as accrued and without demand.
(iv) Extensions of Starcraft Revolver Maturity
Date. The Bank may, upon the request of the
Parent, but at the Bank's sole discretion,
extend the Starcraft Revolver Maturity Date
from time to time to such date or dates as
the Bank may elect by notice in writing to
the Parent, and upon any such extension and
upon execution and delivery by Starcraft of
a renewal Starcraft Note reflecting the
extended Starcraft Revolver Maturity Date,
the date to which the Starcraft Commitment
is then extended will become the "Starcraft
Revolver Maturity Date" for purposes of this
Agreement.
(v) Mandatory Repayments of Principal. At any
time the principal balance of the Starcraft
Revolver exceeds the Maximum Starcraft
Revolver Commitment or the Maximum Starcraft
Revolver Availability, as determined on the
basis of the most recent Borrowing Base
Certificate furnished by Starcraft or as
determined by the Bank upon an inspection of
the financial reports or books and records
of Starcraft, and as reduced pursuant to the
terms of Section 2.5.a(vi) below, Starcraft
shall immediately repay such excess
principal amount. Such repayment shall be
due and payable without demand. If an Event
of Default has occurred and is continuing
and the Bank shall have notified Starcraft
of its election to terminate the Starcraft
Commitment, then the Starcraft Commitment
shall automatically reduce to $0 without any
further action on the part of or the giving
of further notice to Starcraft.
(vi) Starcraft Standby Letters of Credit. At any
time after February 27, 1998, that Starcraft
is entitled to an Advance under the
Starcraft Revolver, the Bank shall, upon the
application of Starcraft, issue for the
account of Starcraft, a standby letter of
credit (each a "Starcraft Standby Letter of
Credit") in an amount not in excess of the
maximum Advance that Starcraft would then be
entitled to obtain under the Starcraft
Revolver, provided that (A) the total amount
of Starcraft Standby Letters of Credit which
are outstanding at any time shall not exceed
$3,000,000, (B) the issuance of any
Starcraft Standby Letter of Credit with a
maturity date beyond the Starcraft Revolver
Maturity Date shall be entirely at the
discretion of the Bank, (C) the form of the
requested Starcraft Standby Letter of Credit
shall be satisfactory to the Bank in the
reasonable exercise of the Bank's
discretion, and (D) Starcraft shall have
executed an application and reimbursement
agreement for the Starcraft Standby Letter
of Credit (a "Starcraft Reimbursement
Agreement") in the Bank's standard form.
While
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any Starcraft Standby Letter of Credit is
outstanding, the Maximum Starcraft Revolver
Availability shall be reduced by the maximum
amount available to be drawn under such
Starcraft Standby Letter of Credit.
Starcraft shall pay the Bank a commission
for each Starcraft Standby Letter of Credit
issued calculated at the rate of one percent
(1%) per annum of the maximum amount
available to be drawn under the Starcraft
Standby Letter of Credit. Such commissions
shall be calculated on the basis of a 360
day year and the actual number of days in
the period during which the Starcraft
Standby Letter of Credit will be
outstanding. Starcraft shall pay the Bank's
standard transaction fees as established by
the Bank from time to time with respect to
any transactions occurring on account of any
Starcraft Standby Letter of Credit.
Commissions shall be payable when the
related Starcraft Standby Letters of Credit
are issued and transaction fees shall be
payable upon completion of the transaction
as to which they are charged. All such
commissions and fees may be debited by the
Bank to any deposit account of Starcraft
carried with the Bank without further
authority, and in any event, shall be paid
by Starcraft within ten (10) days following
billing. Effective as of the Seventh
Amendment Effective Date, the outstanding
Standby Letter of Credit in the face amount
of $3,000,000.00 originally issued to GMODC
on behalf of the Parent as Letter of Credit
No. STI 07408 shall be deemed assumed by
Starcraft as the initial Starcraft Standby
Letter of Credit issued pursuant to this
Section 2.5.a(vi), and Starcraft shall bear
all responsibilities and obligations with
respect thereto as a substituted party for
Parent; provided however, that (i) Starcraft
shall have executed and delivered to the
Bank an application and reimbursement
agreement with respect thereto in the Bank's
standard form, and (ii) the Parent shall
remain obligated therefor as a guarantor of
the Starcraft Obligations."
b. Other Provisions Applicable to the Starcraft Revolver. The
following additional provisions are applicable to the Starcraft Revolver:
(i) Calculation of Interest. Interest on the
Starcraft Revolver shall be calculated on
the basis that an entire year's interest is
earned in 360 days.
(ii) Manner of Payment-Application. All payments
of principal and interest on the Starcraft
Revolver shall be payable at the principal
office of the Bank in Indianapolis, Indiana,
in funds available for the Bank's immediate
use in that city and no payment will be
considered to have been made until received
in such funds. Unless
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otherwise required by applicable law,
payments will be applied first to accrued,
unpaid interest, then to principal, and any
remaining amount to any unpaid collection
costs, late charges and other charges;
provided however, upon delinquency or any
Event of Default, the Bank reserves the
right to apply payments among principal,
interest, late charges, collection costs and
other charges at its sole discretion. All
prepayments shall be applied to the
Obligations in such order and manner as the
Bank may from time to time determine in its
sole discretion."
(f) Amendment of Section 3A. Section 3A of the Existing
Agreement is amended and restated in its entirety as of the Seventh Amendment
Effective Date to read as follows:
"Section 3A. THE GUARANTY AGREEMENTS. All of the
Parent Obligations will be supported by guaranties, which are
absolute and unconditional and call for the prompt payment of
the Parent Obligations by each of Starcraft, Imperial,
Starcraft Southwest and National, which Guaranty Agreements
(the "Parent Guaranty Agreements") shall be substantially in
the form of Exhibit "C" attached to the Seventh Amendment. All
of the Starcraft Obligations will be supported by guaranties,
which are absolute and unconditional and call for the prompt
payment of the Starcraft Obligations by each of the Parent,
Imperial, Starcraft Southwest and National, which Guaranty
Agreements (the "Starcraft Guaranty Agreements") shall be
substantially in the form of Exhibit "D" attached to the
Seventh Amendment. All of the Imperial Obligations will be
supported by the unconditional guaranties of prompt payment of
the Parent and Starcraft, which Guaranty Agreements (the
"Imperial Guaranty Agreements") will be in the form of
Exhibits "I-1" and "I-2", attached originally to this
Agreement. All of the Guaranty Agreements executed and
delivered to the Bank as of the Seventh Amendment Effective
Date shall be in addition and supplemental to any and all
Guaranty Agreements provided to the Bank prior to that date
with respect to this Agreement."
(g) Amendment of Section 3B. The first paragraph of Section 3B
of the Existing Agreement is amended and restated in its entirety as of the
Seventh Amendment Effective Date to read as follows:
"Section 3B. COLLATERAL FOR THE OBLIGATIONS. The
Obligations of Starcraft, Imperial, Starcraft Southwest and
National under their respective Parent Guaranty Agreements
shall be secured by a security interest in all accounts
receivable, general intangibles, inventory and equipment of
each of Starcraft, Imperial, Starcraft Southwest and National,
respectively, now owned and hereafter acquired, and in the
proceeds thereof, which security interests shall be created by
a security agreement
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<PAGE>
executed by each of Starcraft, Imperial, Starcraft Southwest
and National (collectively, the "Parent Security Agreements").
The Obligations of the Parent, Imperial, Starcraft Southwest
and National under their respective Starcraft Guaranty
Agreements shall be secured by a security interest in all
accounts receivable, general intangibles, inventory and
equipment of each of the Parent, Imperial, Starcraft Southwest
and National, respectively, now owned or hereafter acquired,
and in the proceeds thereof, which security interests shall be
created by a security agreement executed by each of the
Parent, Imperial, Starcraft Southwest and National
(collectively, the "Starcraft Security Agreements").
Additionally, the security agreements from each of the Parent
and Starcraft shall also secure all other of their respective
Obligations. Each of the Parent, Starcraft, Imperial,
Starcraft Southwest and National shall execute and deliver to
the Bank as of the Seventh Amendment Effective Date a single
security agreement in substantially the form of the attached
Exhibit "E" in order to satisfy the requirements of this
Section 3B, which security agreements shall be in addition and
supplemental to any and all other security agreements provided
to the Bank prior to that date with respect to this
Agreement."
(h) Amendment of Section 4.b(ix). Section 4.b(ix) of the
Existing Agreement is amended and restated in its entirety as of the Seventh
Amendment Effective Date to read as follows:
"(ix) Borrowing Base Certificate. Within twenty (20)
calendar days after the close of each calendar month, a
Borrowing Base Certificate as at such close."
(i) Amendment of Section 5.d. Section 5.d of the Existing
Agreement is amended and restated in its entirety as of the Seventh Amendment
Effective Date to read as follows:
"d. Margin Stock. The Parent and Starcraft shall not use,
cause or permit the proceeds of the Revolving Loan
and Starcraft Revolver, respectively, to be used,
either directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of
purchasing or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of
the Federal Reserve System, as amended from time to
time."
(j) Amendment of Section 5. Section 5 of the Existing
Agreement is amended as of the Seventh Amendment Effective Date by adding
thereto new Sections 5.j and 5.k which shall read as follows:
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"j. Intercompany Transactions. Notwithstanding any other
provisions or covenants in any of the Credit
Documents, none of the Companies shall at any time
after the Seventh Amendment Effective Date make or
permit to exist any loans, advances or extensions of
credit on account, or otherwise, of any moneys to any
of the other Companies, any Subsidiary or any
Affiliate; except that (i) the Parent, Starcraft and
National each may make loans or advances or extend
credit to each other, and (ii) Starcraft Southwest
may lend to and/or borrow from any of the Parent,
Starcraft or National up to an aggregate principal
sum of $100,000.00."
"k. Inactivation of Imperial. As of the Seventh Amendment
Effective Date, each of the Companies represents and
warrants that Imperial: (i) is winding up its affairs
and no longer conducts any ongoing business
operations; (ii) owns no inventory and holds only
parts accounts receivable approximating $200,000; and
(iii) for the period of approximately four (4) months
prior to the Seventh Amendment Effective Date all
purchases previously made by Imperial have been
diverted to and made by Starcraft. Each of the
Companies covenants and agrees that from and after
the Seventh Amendment Effective Date, none of the
Companies will take any steps to cause or permit
Imperial to: (i) reactivate or reestablish any
ongoing business activity or operation other than
continuation of the existing program whereby Imperial
accepts delivery of vehicle chasses on a consignment
or bailment basis for further processing or
enhancement by Starcraft, but without economic
benefit or detriment to Imperial; and (ii) own, hold
or possess at any time assets or property in excess
of $250,000, valued at the higher of (x) cost,
determined in accordance with generally accepted
accounting principles, consistently applied, or (y)
fair market value."
(k) Amendment of Section 7.a. Section 7.a of the Existing
Agreement is amended and restated in its entirety as of the Seventh Amendment
Effective Date to read as follows:
"a. Nonpayment. Default in the payment when due of any
amount payable under the terms of the Note, the
Starcraft Note or of any other Obligations."
(l) Amendment of Section 8. Section 8 of the Existing
Agreement is amended and restated in its entirety as of the Seventh Amendment
Effective Date to read as follows:
-13-
<PAGE>
"Section 8. EFFECT OF EVENT OF DEFAULT. If any Event
of Default described in Section 7.d shall occur, maturity of
the Revolving Loan and the Starcraft Revolver shall
immediately be accelerated and the Note and the Starcraft Note
evidencing same, and all other indebtedness and any other
payment Obligations of each of the Companies to the Bank shall
become immediately due and payable, and the Commitments shall
immediately terminate, all without notice of any kind. When
any other Event of Default has occurred and is continuing, the
Bank or any other holder of the Note and Starcraft Note may
accelerate payment of the Revolving Loan and the Starcraft
Revolver and declare the Note and Starcraft Note and all other
payment Obligations due and payable, whereupon maturity of the
Revolving Loan and the Starcraft Revolver shall be accelerated
and the Note and the Starcraft Note evidencing same, and all
other payment Obligations shall become immediately due and
payable and the Commitments shall immediately terminate, all
without notice of any kind. The Bank or such other holder
shall promptly advise the Companies of any such declaration,
but failure to do so shall not impair the effect of such
declaration. The remedies of the Bank specified in this
Agreement or in any other Credit Document shall not be
exclusive, and the Bank may avail itself of any other remedies
provided by law as well as any equitable remedies available to
the Bank."
(m) Amendment of Section 10. Section 10 of the Existing
Agreement is amended as of the Seventh Amendment Effective Date by deleting the
last ten (10) lines thereof and substituting new language in place thereof to
read as follows:
"As to the Companies: STARCRAFT CORPORATION
2703 College Avenue
Goshen, Indiana 46526
Attention: President
As to the Bank: BANK ONE, INDIANA, NA
BANK ONE Center/Tower - Suite 1851
111 Monument Circle
P.O. Box 7700
Indianapolis, Indiana 46277-0118
Attention: Manager, Managed
Assets Department"
(n) Amendment of Exhibit. Exhibit "G", as originally attached
to the Existing Agreement, is amended and restated in its entirety as of the
Seventh Amendment Effective Date and shall be in substantially the form and
substance as is attached to the Seventh Amendment as Exhibit "G".
3. Representations and Warranties. The Companies each
represent and warrant to Bank that:
-14-
<PAGE>
(a)(i) The execution, delivery and performance of this
Amendment and all agreements and documents delivered pursuant hereto by each of
them has been duly authorized by all necessary action (whether corporate,
partnership or otherwise) and does not and will not violate any provision of any
law, rule, regulation, order, judgment, injunction, or award presently in effect
applying to any of them, or of their articles of incorporation, by-laws,
articles of organization or operating agreement (as applicable) or result in a
breach of or constitute a default under any material agreement, lease or
instrument to which they or any of them are a party or by which they or their
properties may be bound or affected; (ii) no authorization, consent, approval,
license, exemption or filing of a registration with any court or governmental
department, agency or instrumentality is or will be necessary to the valid
execution, delivery or performance by any of them of this Amendment and all
agreements and documents delivered pursuant hereto; and (iii) this Amendment and
all agreements and documents delivered pursuant hereto by any of them are their
legal, valid and binding obligations and enforceable against them in accordance
with the terms thereof.
(b) After giving effect to the amendments contained in this
Amendment, the representations and warranties contained in Section 3 of the
Existing Agreement are true and correct on and as of the Seventh Amendment
Effective Date with the same force and effect as if made on and as of the
Seventh Amendment Effective Date, except that the representation in Section 3.d
of the Existing Agreement shall be deemed to refer to the financial statements
of Parent and its Subsidiaries most recently delivered to Bank prior to the
Seventh Amendment Effective Date.
(c) No Event of Default or Unmatured Event of Default has
occurred and is continuing or will exist under the Existing Agreement as of the
Seventh Amendment Effective Date.
4. Special Provision. The Bank hereby consents to and agrees
to waive any Event of Default, or Unmatured Event of Default, otherwise
assertable by the Bank pursuant to Section 5.b of the Existing Agreement as a
result of each of the Parent, Starcraft, Imperial, Starcraft Southwest and/or
National having previously executed and delivered various dated and undated
guaranties in support of the payment and performance obligations of one or more
of the other Companies to and in favor of General Motors Acceptance Corporation,
Chrysler Financial Corporation and Ford Motor Credit Company. This waiver and
consent by the Bank is specifically conditioned and made in reliance upon the
Companies having executed and delivered this Seventh Amendment.
5. Conditions. The obligation of Bank to execute and to
perform this Amendment shall be subject to full satisfaction of the following
conditions precedent:
(a) Copies, certified as of the Seventh Amendment Effective
Date, of such corporate documents of Parent and its Subsidiaries as Bank may
request, including articles of incorporation, by-laws,(or certifying as to the
continued accuracy of the articles of incorporation and by-laws previously
delivered to Bank), and incumbency certificates, and such documents
-15-
<PAGE>
evidencing necessary corporate action by the Companies with respect to this
Amendment and all other agreements or documents delivered pursuant hereto as
Bank may reasonably request.
(b) This Amendment shall have been duly executed and delivered
by each of the Companies.
(c) Starcraft shall have executed and delivered the Starcraft
Note, together with the initial Application, Officer's Certificate and Borrowing
Base Certificate related thereto.
(d) Each of the Companies shall have executed, as appropriate,
and delivered the Parent Guaranty Agreements and the Starcraft Guaranty
Agreements in substantially the form of the attached Exhibits "C" and "D",
respectively.
(e) Each of the Companies shall have executed, as appropriate,
and delivered the Parent Security Agreements and the Starcraft Security
Agreements in substantially the form of the attached Exhibit "E".
(f) The Companies shall have paid all costs and expenses
incurred by Bank in connection with the negotiation, preparation and closing of
this Amendment and the other documents and agreements delivered pursuant hereto
or in connection herewith, including the reasonable fees and out-of-pocket
expenses of Messrs. Baker & Daniels, special counsel to Bank.
(g) Bank shall have received such additional agreements,
documents and certifications, fully executed by the Companies as may be
reasonably requested by Bank, or its counsel, including amendments to collateral
documents.
6. Guarantor Consent and Affirmation. Each of the Companies in
their respective capacities as guarantors under the Guaranty Agreements, by
their execution of this Amendment, expressly consents to the execution, delivery
and performance by the other Companies and Bank of this Amendment and each of
the other documents, instruments and agreements to be executed pursuant hereto,
and agrees that neither the provisions of this Amendment nor any action taken or
not taken in accordance with the terms of this Amendment shall constitute a
termination, extinguishment, release or discharge of any of their respective
guaranty obligations or provide a defense, set off, or counterclaim to any of
them with respect to any of their respective obligations under any of the
Guaranty Agreements or other Credit Documents. Each of the Companies affirms to
Bank that its Guaranty Agreement remains in full force and effect, is a valid
and binding obligation of it and continues to support the Obligations, the
payment of which is guaranteed by it thereunder.
7. Binding on Successors And Assigns. All of the terms and
provisions of this Amendment shall be binding upon and inure to the benefit of
the parties hereto, their respective successors, assigns and legal
representatives.
8. Governing Law/Entire Agreement/Survival. This Amendment is
a contract made under, and shall be governed by and construed in accordance
with, the laws of the
-16-
<PAGE>
State of Indiana applicable to contracts made and to be performed entirely with
such state and without giving effect to the choice of law principles of such
state. This Amendment constitutes and expresses the entire understanding between
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, commitments, inducements or conditions,
whether express or implied, oral or written. All covenants, agreements,
undertakings, representations and warranties made in this Amendment shall
survive the execution and delivery of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be duly executed and delivered as of the Seventh Amendment
Effective Date.
BANK ONE, INDIANA,
NATIONAL ASSOCIATION
By:/s/ Michael E. Lewis
-------------------------------------
Michael E. Lewis,
Senior Vice President
(the "Bank")
STARCRAFT CORPORATION, an Indiana
corporation
By:/s/ Michael H. Schoeffler
-------------------------------------
SVP
-------------------------------------
(Printed Name and Title)
(the "Parent")
STARCRAFT AUTOMOTIVE GROUP, INC., an
Indiana corporation
By:/s/ Michael H. Schoeffler
-------------------------------------
SVP
-------------------------------------
(Printed Name and Title)
("Starcraft")
-17-
<PAGE>
IMPERIAL AUTOMOTIVE GROUP, INC., an
Indiana corporation
By:/s/ Michael H. Schoeffler
-------------------------------------
SVP
-------------------------------------
(Printed Name and Title)
("Imperial")
CONSENT AND AGREEMENTS
Each of the undersigned join in execution of this Seventh
Amendment to evidence their consent thereto and to agree to be bound by the
terms and conditions of the Existing Agreement, as amended by this Seventh
Amendment, in all regards applicable to the undersigned and to the broadest,
fullest extent possible. Executed and delivered as of the Seventh Amendment
Effective Date.
STARCRAFT SOUTHWEST, INC., NATIONAL MOBILITY
an Indiana corporation CORPORATION, an Indiana corporation
By:/s/ Michael H. Schoeffler By:/s/ Michael H. Schoeffler
---------------------------- -------------------------------
SVP SVP
---------------------------- -------------------------------
(Printed Name and Title) (Printed Name and Title)
-18-
<PAGE>
EXHIBITS ATTACHED TO
SEVENTH AMENDMENT
Exhibit Description
A Starcraft Note
B Application for Starcraft Revolver Advance/Officer's Certificate
C Guaranty Form Respecting Parent Obligations
D Guaranty Form Respecting Starcraft Obligations
E Security Agreement
F [Intentionally Omitted]
G Revised Schedule of Exceptions
-19-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's unaudited consolidated financial statements for the six months
ended March 29, 1998 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> 6-mos
<FISCAL-YEAR-END> SEP-27-1998
<PERIOD-START> SEP-29-1997
<PERIOD-END> MAR-29-1998
<EXCHANGE-RATE> 1.000
<CASH> 590
<SECURITIES> 0
<RECEIVABLES> 7,436
<ALLOWANCES> 40
<INVENTORY> 8,607
<CURRENT-ASSETS> 17,219
<PP&E> 11,743
<DEPRECIATION> 3,871
<TOTAL-ASSETS> 26,540
<CURRENT-LIABILITIES> 10,995
<BONDS> 6,700
<COMMON> 15,024
0
0
<OTHER-SE> (6,687)
<TOTAL-LIABILITY-AND-EQUITY> 26,540
<SALES> 27,883
<TOTAL-REVENUES> 27,883
<CGS> 25,022
<TOTAL-COSTS> 25,022
<OTHER-EXPENSES> 4,506
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375
<INCOME-PRETAX> (1,958)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,958)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,958)
<EPS-PRIMARY> (0.47)
<EPS-DILUTED> (0.47)
</TABLE>
