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 28, 1999
[ ] 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 3, 1999 - 4,176,900 shares
of Common Stock, without par value.
<PAGE>
STARCRAFT CORPORATION March 28, 1999
Form 10-Q
- INDEX -
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheets - March 28, 1999 (Unaudited) 1
and September 27, 1998 (Audited)
Statements of Operations (Unaudited) for the three month 2
periods ended March 28, 1999 and March 29, 1998 and the
six month periods ended March 28, 1999 and March 29, 1998
Statements of Cash Flow (Unaudited) for the six month 3
periods ended March 28, 1999 and March 29, 1998
Notes to Financial Statements 4-7
Item 2. Management's Discussion and Analysis 8-12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
- 1 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
<TABLE>
<CAPTION>
BALANCE SHEETS March 28, 1999 September 27, 1998
-------------- ------------------
ASSETS (Dollars in Thousands)
Current Assets
<S> <C> <C>
Cash and cash equivalents ...................... $ 779 $ 1,369
Trade receivables, less allowance for
doubtful accounts of $40 for 1999 and 1998 7,860 6,160
Manufacturers' rebates receivable .............. 226 569
Recoverable income tax ......................... 0 417
Inventories .................................... 15,650 10,857
Other ............................................... 725 401
-------- --------
Total current assets ....................... 25,240 19,773
Property and Equipment
Land, buildings, and improvements .............. 6,153 5,927
Machinery and equipment ........................ 6,521 6,224
-------- --------
12,674 12,151
Less accumulated depreciation .................. 4,770 4,305
-------- --------
7,904 7,846
Goodwill, at amortized cost ......................... 1,307 1,355
Other assets ........................................ 471 41
-------- --------
$ 34,922 $ 29,015
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturity of long-term debt ............. $ 1,023 $ 1,023
Accounts payable, trade ........................ 16,068 8,244
Accrued expenses:
Warranty ................................... 1,657 1,766
Compensation and related expenses .......... 328 322
Taxes ...................................... 925 971
Other ................................. 1,657 2,045
-------- --------
Total current liabilities ..................... 21,658 14,371
LONG TERM DEBT ...................................... 11,057 10,777
DEFERRED INCOME TAXES ............................... 331 331
SHAREHOLDERS' EQUITY
Preferred Stock, no par value;
authorized but unissued
2,000,000 shares
Common Stock, no par value;
10,000,000 shares authorized
4,147,002 shares issued as of March 28,
1999 and 4,133,600 as of September 27, 1998 14,054 14,016
Additional paid-in capital ..................... 1,008 1,008
Retained earnings deficit ...................... (13,186) (11,488)
-------- --------
Total shareholders' equity ................ 1,876 3,536
-------- --------
$ 34,922 $ 29,015
======== ========
</TABLE>
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
3 Months Ended 6 Months Ended
March 28, 1999 March 29, 1998 March 28, 1999 March 29, 1998
-------------- -------------- -------------- --------------
(Dollars in thousands, except per share amounts)
Net Sales
<S> <C> <C> <C> <C>
Domestic ....................... $ 14,793 $ 11,267 $ 26,124 $ 21,078
Export ......................... 3,846 3,197 4,649 6,805
-------- -------- -------- --------
18,639 14,464 30,773 27,883
Cost of Goods Sold .................. 15,241 12,808 26,417 25,022
-------- -------- -------- --------
Gross profit ........................ 3,398 1,656 4,356 2,861
Operating Expenses
Selling and promotion .......... 1,077 1,267 1,953 2,555
General and administrative ..... 1,904 1,031 3,550 1,951
-------- -------- -------- --------
2,981 2,298 5,503 4,506
-------- -------- -------- --------
Operating Income (Loss) ........ 417 (642) (1,147) (1,645)
Nonoperating (Expense) Income
Interest expense ............... (323) (203) (610) (375)
Other income, net .............. 28 24 59 62
-------- -------- -------- --------
(295) (179) (551) (313)
-------- -------- -------- --------
Income(Loss) Before Income Taxes $ 122 (821) (1,698) (1,958)
Income Taxes ........................ 0 0 0 0
NET INCOME (LOSS) .............. $ 122 $ (821) $ (1,698) $ (1,958)
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE ...... $ 0.03 $ (0.19) $ (0.41) $ (0.47)
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE
ASSUMING DILUTION ....... $ 0.03 $ (0.19) $ (0.41) $ (0.47)
======== ======== ======== ========
</TABLE>
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
STATEMENTS OF CASH FLOW
6 Months Ended
March 28, 1999 March 29, 1998
(Dollars in Thousands)
Operating Activities
Net Loss ........................... $(1,698) $(1,958)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization .. 607 515
Change in operating
assets and liabilities:
Receivables ........... (940) 573
Inventories ........... (4,793) 663
Other ................. (324) (182)
Accounts payable ...... 7,824 737
Accrued expenses ...... (537) (1,022)
------- -------
Net Cash from
operating activities ........ 139 (674)
Investing Activities
Purchase of property and equipment . (666) (389)
Other .............................. (343) 41
------- -------
Net cash from
investing activities ....... (1,009) (348)
Financing Activities
Borrowings on credit agreements .... 3,025 5,504
Repayments on credit agreements .... (2,374) (4,500)
Payments on long-term debt ......... (371) 0
------- -------
Net cash from financing
activities .................. 280 1,004
Decrease in Cash and Cash
Equivalents ........................ (590) (18)
Cash and cash equivalents at
beginning of period ............. 1,369 608
------- -------
Cash and cash equivalents at
end of period ................... $ 779 $ 590
======= =======
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STARCRAFT CORPORATION
March 28, 1999
Note 1. Basis of Presentation
The accompanying unaudited financial statements of Starcraft
Corporation (the ACompany@) 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 27, 1998.
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 28, 1999 and March 29, 1998. The
results of operations for the six months ended March 28, 1999
are not necessarily indicative of the results which may be
expected for the year ending October 3, 1999.
Note 2. Inventories
The composition of inventories is as follows (dollars in
thousands):
March 28, 1999 September 27, 1998
-------------- ------------------
Raw Materials $ 9,155 $4,631
Chassis 3,125 2,006
Work in Process 2,114 2,584
Finished Goods 1,256 1,636
------------- ------------
$ 15,650 $ 10,857
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
Note 3. Long-Term Debt
On October 30, 1998, the Company entered into a $14 million
credit agreement with a lending institution. The agreement is
subject to renewal in November 2001. Revolving advances under
the agreement are limited to specified percentages of eligible
receivables and inventories and are subject to a maximum limit
of $9.2 million. The credit agreement also includes a $4.8
million term loan which is payable in monthly principal
installments of $57,000 beginning December 1, 1998. The note
matures in November 2001 at which time any remaining principal
balance is due. The revolving borrowings bear interest of
either 1/2% over prime or 3% over the Eurodollar rate. The
term note bears interest at either 3/4% over prime or 3.5%
over the Eurodollar rate. The borrowings are secured by
substantially all of the Company's assets. There is a fee of
.25% of the average unused portion of the maximum borrowing
amount. Pursuant to the agreement, the company must, among
other things, maintain a minimum level of tangible net worth
of $(3,200,000) as of March 28, 1999, $(350,000) as of June
27, 1999 and $700,000 as of October 3, 1999. Additionally, the
Company must generate earnings before income taxes,
depreciation and amortization (EBITDA) of at least $362,000,
$1,518,000 and $410,000 for the fiscal quarters ending March
28, 1999, June 27, 1999 and October 3, 1999, respectively. If
these minimum levels are not maintained, any outstanding
balances become payable upon demand of the lending
institution. In order to maintain the minimum levels of
tangible net worth and EBITDA through 1999, the Company needs
to achieve operating results substantially consistent with its
1999 operating plan. The Company is in compliance with its
financial covenants as of March 28, 1999.
On November 23, 1998, the Company entered into an amended
credit agreement with its former primary lender. The agreement
called for all borrowings over $3 million to be paid with
proceeds from the $14 million refinancing described above. The
remaining $3 million is payable in monthly principal
installments of $36,000 beginning December 1, 1998. The note
matures in November 2001 at which time any remaining principal
balance is due. The note bears interest at 2% over the bank's
prime rate and is subordinate to the $14 million credit
agreement described above. The note is partially guaranteed by
two individuals, both of whom are currently directors and one
of whom is an officer of the Company.
Note 4. Consignment Arrangements
The Company obtains vehicle chassis for modification from
major vehicle manufacturers (AOEMs@) 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.
<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 28, 1999, the Company had possession of chassis in
the aggregate amount of $15.4 million (of which $5.0 million
was over 90 days).
Note 5. Tecstar
Tecstar is a joint venture company between Starcraft
Corporation and an engineering firm located in Detroit,
Michigan. Starcraft Corporation currently owns 51% of Tecstar,
which will decline to 50% once certain financing obligations
are terminated.
The purpose of Tecstar is to provide engineering, test
validation and production services to manufacture second stage
vehicles for the automotive OEM companies. The company's
strategy is to set-up production facilities near OEM assembly
plants and manufacture vehicles which are sold directly to the
OEM. The vehicles are marketed by the OEM and are distributed
through the OEM distribution channels. Tecstar, which was
started in January 1998, currently has three vehicle programs
with facilities beginning operations in Shreveport, Louisiana
and Arlington, Texas.
Starcraft Corporation consolidated Tecstar into its 1998
financial statements. In accordance with ARB#51, Starcraft
Corporation recognized 100% of Tecstar's start-up loss during
the year and will not show a minority interest until Tecstar
achieves a cumulative net income. Should Tecstar realize
future earnings, the Company will be credited for such
earnings to the extent of losses attributable to the minority
interest that were previously absorbed by the Company.
Starcraft Corporation is required to provide up to $2 million
of financing to Tecstar. All significant joint venture actions
require approval of both of its shareholders.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
Note 6. Earnings Per Share
The computation of earnings per share and earnings per share
assuming dilution follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
3 Months 6 Months
------------------------------- --------------------------------
March 28, 1999 March 29, 1998 March 28, 1999 March 29, 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Earnings per share
Net income (loss) available
to common stockholders ........... $ 122 ($ 821) ($1,698) ($1,958)
======= ======= ======= =======
Weighted average common
shares outstanding ............... 4,147 4,134 4,142 4,134
======= ======= ======= =======
EARNINGS (LOSS) PER SHARE ............. $ 0.03 ($ 0.19) ($ 0.41) ($ 0.47)
======= ======= ======= =======
Earnings per share
Assuming dilution
Net income (loss) available
to common stockholders ........... $ 122 ($ 821) ($1,698) ($1,958)
======= ======= ======= =======
Weighted average common
shares outstanding ............... 4,147 4,134 4,142 4,134
Add: Dilutive effects of
assumed exercises:
Incentive Stock Options 142
Warrants .............. 140 (a) (a) (a)
------- ------- ------- -------
Weighted average common
and dilutive potential common
shares outstanding ............... 4,429 4,134 4,142 4,134
======= ======= ======= =======
EARNINGS PER SHARE
ASSUMING DILUTION ................. $ 0.03 ($ 0.19) ($ 0.41) ($ 0.47)
======= ======= ======= =======
</TABLE>
(a) Calculation does not reflect the effect of the employee
stock options outstanding since their effect is antidilutive.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
STARCRAFT CORPORATION
================================================================================
RESULTS OF OPERATIONS
Comparison of the three months ended March 28, 1999 (Second
Quarter Fiscal Year 1999) to the three months ended
March 29, 1998 (Second Quarter Fiscal Year 1998)
- --------------------------------------------------------------------------------
Net Sales
Domestic sales increased 31.3% to $14.8 million in the second quarter of 1999.
The start-up of the Tecstar operations primarily accounted for the increase.
Domestic sales of the conversion vehicle division declined 14.2% compared to an
industry increase of 2.4% as reported by the Recreational Vehicle Industry
Association. The Company reduced its emphasis on entry level vehicle unit volume
and is focusing on the higher-end of the conversion industry. The shuttle bus
operation contributed $1.1 million of incremental sales in the 1999 quarter.
Export sales increased $649,000 to $3.8 million in the 1999 quarter primarily
due to improved OEM chassis flow.
Gross Profit
Gross profit increased to $3.4 million (18.2% of sales) in the 1999 second
quarter from $1.7 million (11.4% of sales) in the 1998 period. The increase in
gross margin dollars and as a percent of sales is attributable to improved
margin in the vehicle conversion division from cost reduction efforts and
incremental margin from Tecstar sales.
Selling and promotion expense
Selling and promotion expense decreased approximately $190,000 to $1.1 million
in the 1999 quarter compared to $1.3 million in fiscal 1998 primarily due to
reduced sales commissions on the lower domestic conversion vehicle sales volume.
General and Administrative Expense
General and administrative expense increased approximately $873,000 to $1.9
million for the 1999 quarter from $1.0 million in fiscal 1998. The start-up of
the Tecstar facilities accounted for $866,000 of the increase.
Interest Expense
Interest expense increased to approximately $323,000 in the fiscal 1999 second
quarter from $203,000 in fiscal 1998 primarily due to higher borrowing levels
from the Tecstar start-up investment.
Income Taxes
No income taxes were recorded in the 1999 quarter due to prior cumulative
operating losses.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
================================================================================
RESULTS OF OPERATIONS
Comparison of the six months ended March 28, 1999
to the six months ended March 29, 1998
- --------------------------------------------------------------------------------
Net Sales
Domestic sales increased $5.0 million to $26.1 million in the fiscal 1999
period. The increase is primarily attributable to incremental sales generated by
the new Tecstar operations. The Company's conversion vehicle sales declined
14.7% in the six month 1999 period, offset by $2.9 million increased sales from
the shuttle bus business.
Gross Profit
Gross profit increased to $4.4 million (14.2% of sales) in the 1999 fiscal
second quarter from $2.9 million (10.3% of sales) in the 1998 period. The
increase is attributable to the incremental sales generated by Tecstar.
Selling and promotion expense
Selling and promotion expense decreased approximately $600,000 to $2.0 million
in the 1999 quarter compared to $2.6 million in fiscal 1998. The reduction in
dollars is due to lower domestic conversion vehicle sales volume.
General and Administrative Expense
General and administrative expense increased to $3.6 million for the 1999
quarter from $2.6 million in fiscal 1998. The increase is attributable to
expenses incurred in the start-up of Tecstar.
Interest Expense
Interest expense increased by approximately $235,000 in the fiscal 1999 period.
The increase is due to higher borrowing levels and higher interest rates on the
bank credit line.
Income Taxes
No income taxes were recorded for either period as the Company does not have a
tax credit carry-back to utilize.
<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.
The Company's domestic van business declined 15% in the 1999 first quarter.
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 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
1998 the Company started Tecstar, a joint venture to supply conversion vehicles
directly to the OEM's, and entered the commercial shuttle bus business as a
start to its diversification strategy.
Tecstar completed the start-up of its Shreveport, Louisiana facility and began
production shipments in November 1998. The Arlington, Texas facility began
production in April 1999.
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. The implementation strategy more fully described
in the Company's 10-K is being executed as planned as of March 28, 1999.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
================================================================================
LIQUIDITY AND CAPITAL RESOURCES
Operations generated $139,000 of cash in the first six months of fiscal 1999
compared to a usage of cash of $674,000 in the fiscal 1998 period. Trade
receivables at March 28, 1999 are 28% higher than September 27, 1998 primarily
due to the increased export business in the second quarter which has 45 day
payment terms. The $4.8 million increase in inventory during the period is due
to $2.9 million of inventory at the new Tecstar facilities and a $1.1 million
increase in chassis inventory to accommodate the increased European business.
Accounts payable significantly increased from September 27, 1998 due to the new
Tecstar operations ($4.4 million), chassis ($1.1 million) and short-term
financing on a commercial contract ($1.2 million).
Capital expenditures for the 1999 year-to-date were $666,000 primarily for
start-up of the Tecstar plants.
The Company's use of cash for operations and investing activities was financed
by bank debt. At the end of March 1999, bank debt was $12.0 million.
On October 30, 1998, the Company entered into a $14 million credit agreement
with a lending institution. The agreement is subject to renewal in November
2001. Revolving advances under the agreement are limited to specified
percentages of eligible receivables and inventories and are subject to a maximum
limit of $9.2 million. The credit agreement also includes a $4.8 million term
loan which is payable in monthly principal installments of $57,000 beginning
December 1, 1998. The note matures in November 2001 at which time any remaining
principal balance is due. The revolving borrowings bear interest of either 1/2%
over prime or 3% over the Eurodollar rate. The term note bears interest at
either 3/4% over prime or 3.5% over the Eurodollar rate. The borrowings are
secured by substantially all of the Company's assets. There is a fee of .25% of
the average unused portion of the maximum borrowing amount. Pursuant to the
agreement, the company must, among other things, maintain a minimum level of
tangible net worth of $(3,200,000) as of March 28, 1999, $(350,000) as of June
27, 1999 and $700,000 as of October 3, 1999. Additionally, the Company must
generate earnings before income taxes, depreciation and amortization (EBITDA) of
at least $362,000, $1,518,000 and $410,000 for the fiscal quarters ending March
28, 1999, June 27, 1999 and October 3, 1999, respectively. If these minimum
levels are not maintained, any outstanding balances become payable upon demand
of the lending institution. In order to maintain the minimum levels of tangible
net worth and EBITDA through 1999, the Company needs to achieve operating
results substantially consistent with its 1999 operating plan. The Company is in
compliance with its financial covenants as of March 28, 1999.
On November 23, 1998, the Company entered into an amended credit agreement with
its former primary lender. The agreement called for all borrowings over $3
million to be paid with proceeds from the $14 million refinancing described
above. The remaining $3 million is payable in monthly principal installments of
$36,000 beginning December 1, 1998. The note matures in November 2001 at which
time any remaining principal balance is due. The note bears interest at 2% over
the bank's prime rate and is subordinate to the $14 million credit agreement
described above. The note is partially guaranteed by two individuals, both of
whom are currently directors and one of whom is an officer of the Company.
<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, DaimlerChrysler
Financial Corporation and Ford Motor Credit Company. 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 1999.
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, and the prospects of Management's operating
strategies, 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
27, 1998, under the subsection entitled ADiscussion of Forward-Looking
Information@ which is incorporated herein by reference.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of matters to a Vote of Security Holders
(a) Business conducted:
1) Election of Director Nominee:
Votes Cast
Broker
For Withheld (Non-votes)
Allen H. Neuharth 4,000,293 8,345 0
2) Approval and Ratification of the appointment of Crowe,
Chizek and Company LLP as auditors for the Company for the
fiscal year ending October 3, 1999:
Votes Cast
Broker
For Withheld (Non-votes)
3,991,618 16,220 0
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.
<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 7, 1999 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
<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 28, 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> OCT-3-1999
<PERIOD-START> SEP-28-1998
<PERIOD-END> MAR-28-1999
<EXCHANGE-RATE> 1.000
<CASH> 779
<SECURITIES> 0
<RECEIVABLES> 8,126
<ALLOWANCES> 40
<INVENTORY> 15,650
<CURRENT-ASSETS> 25,240
<PP&E> 12,674
<DEPRECIATION> 4,770
<TOTAL-ASSETS> 34,922
<CURRENT-LIABILITIES> 21,658
<BONDS> 11,057
<COMMON> 14,054
0
0
<OTHER-SE> (12,178)
<TOTAL-LIABILITY-AND-EQUITY> 34,922
<SALES> 30,773
<TOTAL-REVENUES> 30,773
<CGS> 26,417
<TOTAL-COSTS> 26,417
<OTHER-EXPENSES> 5,503
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 610
<INCOME-PRETAX> (1,698)
<INCOME-TAX> 0
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</TABLE>
