SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549
===========================================================================

                                 FORM 10-Q

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


             For the Quarter Ended          Commission File Number
                MARCH 31, 1998                      0-13611


                           SPARTAN MOTORS, INC.
          (Exact Name of Registrant as Specified in Its Charter)

                     MICHIGAN                         38-2078923
          (State or Other Jurisdiction of          (I.R.S. Employer
          Incorporation or Organization)         Identification No.)

                1000 REYNOLDS ROAD
                CHARLOTTE, MICHIGAN                     48813
     (Address of Principal Executive Offices)         (Zip Code)

    Registrant's Telephone Number, Including Area Code:  (517) 543-6400

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                      Yes __X__             No _____

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

OUTSTANDING AT CLASS MAY 12, 1998 ----- ------------ Common stock, $.01 par value 12,560,991 shares
=========================================================================== SPARTAN MOTORS, INC. INDEX ====================================== PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements: Condensed Consolidated Balance Sheets - March 31, 1998 (Unaudited) and December 31, 1997 3 Condensed Consolidated Statements of Net Earnings - Three Months Ended March 31, 1998 and 1997 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 17 SIGNATURES 18 -2- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SPARTAN MOTORS, INC. CONSOLIDATED BALANCE SHEETS --------------------------------------
MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,367,252 $ 4,812,438 Investment securities 2,820,109 2,893,167 Accounts receivable, less allowance for doubtful accounts of $678,000 in 1998 and $924,000 in 1997 26,866,455 26,875,828 Inventories (Note 4) 38,274,197 27,033,117 Deferred tax benefit 3,057,586 2,861,250 Federal taxes receivable 55,729 513,379 Other current assets 711,059 591,909 ----------- ----------- TOTAL CURRENT ASSETS 73,152,387 65,581,088 =========== =========== Property, Plant and Equipment, net of accumulated depreciation of $10,056,000 and $9,734,000 in 1998 and 1997, respectively 12,021,753 11,891,496 Equity Investment in Affiliate (Note 5) -- -- Goodwill, net of accumulated amortization of $173,000 and $77,000 in 1998 and 1997, respectively 5,584,048 3,378,408 Other Assets 378,243 394,638 ----------- ----------- TOTAL ASSETS $91,136,431 $81,245,630 =========== ===========
See notes to consolidated financial statements. -3- SPARTAN MOTORS, INC. CONSOLIDATED BALANCE SHEETS --------------------------------------
MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $12,992,220 $12,001,995 Other current liabilities and accrued expenses 1,981,381 1,469,211 Accrued warranty expense 3,385,813 3,070,780 Accrued customer rebates 523,365 695,367 Taxes on income 2,147,437 1,708,090 Accrued compensation and related taxes 1,052,984 1,301,525 Accrued vacation 853,660 720,788 Deposits from customers 2,797,572 3,184,367 ----------- ----------- TOTAL CURRENT LIABILITIES 25,734,432 24,152,123 Long-Term Debt 15,623,381 9,603,785 SHAREHOLDERS' EQUITY: Preferred Stock, no par value: 2,000,000 shares authorized (none issued) Common Stock, $.01 par value, 23,900,000 shares authorized, issued 12,560,991 shares in 1998 and 12,335,960 shares in 1997 125,610 123,360 Additional Paid in Capital 24,171,059 22,700,965 Retained earnings 25,522,108 24,683,476 Valuation allowance (40,159) (18,079) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 49,778,618 47,489,722 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $91,136,431 $81,245,630 =========== ===========
See notes to consolidated financial statements. -4- SPARTAN MOTORS, INC. CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED) --------------------------------------
THREE MONTHS ENDED MARCH 31, ---------------------------------- 1998 1997 ----------- ----------- SALES $59,156,255 $45,787,583 COST OF PRODUCTS SOLD 50,470,479 38,653,503 ----------- ----------- GROSS PROFIT 8,685,776 7,134,080 OPERATING EXPENSES Research and development 1,317,300 1,111,328 Selling, general and administrative 4,219,683 3,326,257 ----------- ----------- OPERATING INCOME 3,148,793 2,696,495 OTHER INCOME (EXPENSE) Interest Expense (217,627) (254,568) Interest and Other Income 293,950 372,914 ----------- ----------- EARNINGS BEFORE TAXES AND EQUITY IN LOSS OF AFFILIATE 3,225,116 2,814,841 EQUITY IN LOSS OF AFFILIATE 1,250,000 1,669,201 ----------- ----------- EARNINGS BEFORE TAXES ON INCOME 1,975,116 1,145,640 TAXES ON INCOME 1,036,879 1,095,000 ----------- ----------- NET EARNINGS $ 938,237 $ 50,640 =========== =========== BASIC AND DILUTED NET EARNINGS PER SHARE $ 0.07 $ 0.01 =========== =========== BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 12,528,000 12,411,000 =========== ===========
-5- SPARTAN MOTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS/(LOSS)(UNAUDITED)
THREE MONTHS ENDED MARCH 31, ---------------------------------- 1998 1997 ----------- ----------- Net Earnings $ 938,237 $ 50,640 Unrealized losses on investment securities, net of tax 40,159 102,901 ----------- ----------- TOTAL COMPREHENSIVE EARNINGS/(LOSS) $ 898,078 $ (52,261) =========== ===========
See notes to consolidated financial statements. -6- SPARTAN MOTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) --------------------------------------
THREE MONTHS ENDED MARCH 31, ------------------------------- 1998 1997 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 938,237 $ 50,640 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization 582,628 452,654 Gain on sales of assets and marketable securities -- (79,144) Equity in net loss of affiliate 1,250,000 1,669,201 Decrease (increase) in: Accounts receivable 359,159 (2,436,071) Inventories (8,027,682) (508,163) Deferred tax benefit -- 16,309 Federal taxes receivable 457,650 925,000 Other assets 100,134 (433,807) Increase (decrease) in: Accounts payable (388,554) 2,018,794 Other current liabilities and accrued expenses 418,438 (605,555) Accrued warranty expense 80,033 (93,260) Accrued customer rebates (172,002) 121,564 Taxes on income 439,347 83,200 Accrued vacation (12,482) 24,000 Accrued compensation and related taxes (544,938) 322,665 Deposits from customers (845,934) -- ----------- ----------- TOTAL ADJUSTMENTS (6,304,203) 1,477,387 ----------- ----------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,365,966) 1,528,027 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (231,125) (405,133) Proceeds from sales of property, plant and equipment 27,704 11,600 Purchases of investment securities (338,658) (600,000) Proceeds from sales of investment securities 400,000 3,862,969 Investment in Affiliate (1,250,000) (10,000,000) Acquisition of subsidiary, net of cash received (1,661,787) -- ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (3,053,866) (7,130,564) (Continued)
-7- SPARTAN MOTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED --------------------------------------
THREE MONTHS ENDED MARCH 31, ------------------------------- 1998 1997 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments on notes payable $ (236,177) Proceeds from long-term debt 6,000,000 $ 5,000,000 Payments on long-term debt (676,092) (173,206) Net proceeds from exercise of stock options 24,140 80,124 Purchase of treasury stock (137,225) -- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 4,974,646 4,906,918 ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (3,445,186) (695,619) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,812,438 4,912,001 =========== =========== CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,367,252 $ 4,216,382 =========== ===========
SUPPLEMENTAL DISCLOSURES: Cash paid for interest was $267,000 and $257,000 for the three months ended March 31, 1998 and 1997, respectively. Cash paid for income taxes was $636,000 and $73,000 for the three months ended March 31, 1998 and 1997, respectively. See notes to consolidated financial statements. -8- SPARTAN MOTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------- NOTE 1 For a description of the accounting policies followed refer to the notes to the Company's annual consolidated financial statements for the year ended December 31, 1997, included in Form 10-K filed with the Securities and Exchange Commission on March 31, 1998. Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive Income" which requires that all items recognized as components of other comprehensive income be reported in the financial statements. Comprehensive income for the Company generally represents items that are reported as components of shareholders' equity in accordance with generally accepted accounting principles but have not been recognized as part of net income, such as unrealized gains or losses on investment securities and foreign currency translation adjustments. NOTE 2 The accompanying unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are necessary for fair presentation of the financial position as of March 31, 1998, and the results of operations for the three month periods ended March 31, 1998 and 1997. NOTE 3 The results of operations for the three month period ended March 31, 1998 are not necessarily indicative of the results to be expected for the full year. NOTE 4 Inventories consist of raw materials and purchased components, work in process and finished goods and are summarized as follows:
MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- Finished goods $ 3,789,441 $ 2,801,432 Raw materials and purchased components 30,069,957 21,721,297 Work in process 5,950,849 3,612,888 Obsolescence reserve (1,545,050) (1,102,500) ----------- ----------- $38,274,197 $27,033,117 =========== ===========
-9- NOTE 5 The Company has a 33% interest in Carpenter Industries, Inc. ("Carpenter"). Carpenter is a manufacturer of school bus bodies and chassis. The Company advanced $1,250,000 to Carpenter during the first quarter of 1998, which was written off to record the Company's share of Carpenter's net loss for the quarter. The Company accounts for its investment in Carpenter using the equity method of accounting. A summary of Carpenter's balance sheet as of March 31, 1998 and the results of its operations for the three-month period ended March 31, 1998 are as follows:
MARCH 31, 1998 -------------- (Unaudited) BALANCE SHEET Current Assets $30,918,086 Total Assets 46,213,382 Current Liabilities 32,192,723 Total Liabilities 50,382,323 Shareholders' Equity (4,168,941) Total Liabilities and Shareholders' Equity 46,213,382 INCOME STATEMENT Revenues 9,923,322 Loss from Operations (3,541,649) Net Loss (4,572,663)
A going concern opinion was issued for Carpenter for its year ended December 31, 1997. Therefore, the Company's investment in Carpenter had been impaired. The Company has written down its investment in Carpenter to zero. On March 31, 1998, the shareholders of Carpenter, including the Company, entered into a Contribution, Subscription and Stock Purchase Agreement whereby $1.0 million of new capital was invested by two shareholders and a commitment was made by the third shareholder to invest approximately $0.5 million. Carpenter actively is pursuing the refinancing of its entire debt and upon the completion of such refinancing, with certain termination rights, the shareholders have agreed to make additional contributions to Carpenter. NOTE 6 During the three months ended March 31, 1998 shareholders' equity changed as follows: -10-
Balance at December 31, 1997 $47,489,722 Net earnings 938,237 Exercise of stock options 24,140 Purchase of treasury stock (137,225) Stock issued in purchase of subsidiary 1,485,824 Valuation allowance - investment securities (22,080) ----------- Balance at March 31, 1998 $49,778,618 ===========
NOTE 7 On January 7, 1998, the Company purchased all of the outstanding stock of Road Rescue, Inc. ("Road Rescue"), a manufacturer of emergency vehicles, including ambulances, rescue vehicles, and critical care units. The purchase price paid for Road Rescue was approximately $3.3 million, including cash consideration of approximately $1.8 million with the balance funded through the issuance of 240,133 shares of the Company's Common Stock. The fair market value of the Company's Common Stock on the effective date of the transaction was $6-3/16 per share. Funds for the payment of the purchase price were provided primarily through the Company's line of credit. The acquisition was accounted for using the purchase method and, accordingly, the assets and liabilities of the acquired entity have been recorded at their estimated fair value at the date of the acquisition. The excess of purchase price over the estimated fair value of the net assets acquired, approximately $2.4 million, has been recorded as goodwill, which is being amortized over 15 years. The fair values of the assets acquired and the liabilities assumed were as follows: current assets of approximately $3.9 million; property, plant and equipment of approximately $0.4 million; other assets of approximately $0.1 million; current liabilities of approximately $3.3 million; and long-term liabilities of approximately $0.3 million. The following unaudited pro forma results of operations for the three months ended March 31, 1998 and 1997 assume the acquisitions occurred at the beginning of the respective periods. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisition been in effect on the dates indicated, or of the results which may occur in the future. -11-
FOR THE THREE MONTHS ENDED MARCH 31, ------------------------------------ 1998 1997 ----------- ----------- Net sales $59,156,255 $50,971,511 Net earnings 938,237 103,924 Basic and diluted earnings per share $ 0.07 $ 0.01
NOTE 8 The Financial Accounting Standards Board has issued SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information." This statement is effective for fiscal years beginning after December 15, 1997. As interim financial statements are not required to reflect this statement in the first year of adoption, the Company will adopt SFAS No. 131 during the fourth quarter of 1998. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the major elements impacting the Company's financial and operating results for the period ended March 31, 1998 compared to the period ended March 31, 1997. The comments that follow should be read in conjunction with the Company's consolidated financial statements and related notes contained in this Form 10-Q. RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, the components of the Company's consolidated statements of net earnings, on an actual basis, as a percentage of revenues: -12- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
THREE MONTHS ENDED MARCH 31, ------------------------------ 1998 1997 ------ ------ Revenues 100.0% 100.0% Cost of Product Sold 85.3% 84.4% ----- ----- Gross Profit 14.7% 15.6% Operating Expenses: Research and development 2.2% 2.4% Selling, general and administrative 7.2% 7.3% ----- ----- Income from operations 5.3% 5.9% Other 0.1% 0.2% ----- ----- Earnings before loss on equity investment, minority interest and taxes on income 5.4% 6.1% Equity in loss of affiliate 2.1% 3.6% Taxes on income 1.7% 2.4% ----- ----- Net earnings 1.6% 0.1% ----- -----
THREE MONTH PERIOD ENDED MARCH 31, 1998, COMPARED TO THE THREE MONTH PERIOD ENDED MARCH 31, 1997 For the three months ended March 31, 1998 consolidated sales increased $13.4 million (29.3%) over the amount reported for the same period in the previous year. The Emergency Vehicle Group provided approximately $12.5 million in sales during the first quarter of 1998 and was not consolidated with the Company during the first quarter of 1997. Chassis sales for the three months ending March 31, 1998 increased $0.9 million (1.9%) compared to the sales reported for the same period in 1997. For the first quarter of 1998, motorhome chassis sales increased 12.2% compared to the first quarter of 1997, primarily due to the increase in market demand for recreational vehicles. Fire truck chassis sales decreased 27.5% during the first quarter of 1998 compared to the same period for 1997. With the acquisition of two of the Company's customers, Luverne Fire Apparatus Co., Ltd. and Quality Manufacturing, Inc., $1.9 million of chassis that were in the inventory of the new subsidiaries at March 31, 1998 had to be eliminated from consolidated sales. In previous -13- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) years, these chassis would have been considered sales for the Company. Additionally, the reduction of sales reflects the soft market during 1997. The backlog for fire trucks, at March 31, 1998, is 8.8% above the previous year in response to the strengthening of the market and the demand for the Company's Advantage product line. Bus sales for the first quarter of 1998 have increased 121.3% over the same period for 1997 primarily due to the introduction of Z2, the Company's new tour bus chassis. Gross profit increased $1.6 million for the first quarter of 1998 compared to the first quarter of 1997. The increase primarily is due to the contribution of the Emergency Vehicle Group and the increased sales of the chassis. Gross profit as a percentage of sales declined from 15.6% for the first quarter of 1997 to 14.7% for the first quarter of 1998. The Emergency Vehicle Group operates at lower margins than the Chassis Group since their value added is in the body rather than the chassis. Also, the change in product mix, the increase in bus chassis sales and decrease in fire truck chassis sales during the first quarter of 1998 compared to the first quarter of 1997, depressed the Company's gross margin percentage. Operating expenses declined from 9.7% of sales for the first quarter of 1997 compared to 9.4% for the first quarter of 1998. The decline is primarily due to a 2% decline in Chassis Group operating expenses from the first quarter of 1997 to the first quarter of 1998. Also, the reduction in operating expenses as a percentage of sales reflects the Company's continued efforts to increase efficiencies and reduce costs. The equity in loss of affiliate is the result of Carpenter losing $4.6 million during the first quarter of 1998. In an effort to minimize the impact of the losses, during the first quarter of 1998, Carpenter management began to dispose of fixed assets and inventory that are nonessential to continuing operations and have streamlined their production efforts and reduced production and operating costs. On March 31, 1998, the shareholders of Carpenter, including the Company, entered into a Contribution, Subscription and Stock Purchase Agreement whereby $1.0 million of new capital was invested by two shareholders and a commitment was made by the third shareholder to invest approximately $0.5 million. Carpenter actively is pursuing the refinancing of its entire debt and upon the completion of such refinancing, with certain termination rights, the shareholders have agreed to make additional contributions to Carpenter. Total chassis orders received decreased 3.1% during the three months ended March 31, 1998 compared to the same period in 1997. The decrease in orders primarily is attributed to the Company's school bus and motorhome product lines. Based on average order lead-time, the Company estimates that approximately one-half of the motorhome, one-third of the -14- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) bus/specialty and none of the fire truck orders received during the three- month period ended March 31, 1998 were produced and delivered by March 31, 1998. At March 31, 1998, the Company had approximately $81.1 million in backlog chassis orders compared with a backlog of approximately $56.1 million for the same period in 1997. While orders in backlog are subject to modification, cancellation or rescheduling by customers, the Company has not experienced significant modification, cancellation or rescheduling of orders in the past. Although the backlog of unfilled orders is one of many indicators of market demand, several factors, such as changes in production rates, available capacity, new product introductions and competitive pricing actions, may affect actual sales. Accordingly, a comparison of backlog from period to period is not necessarily indicative of eventual actual shipments. LIQUIDITY AND CAPITAL RESOURCES For the three months ended March 31, 1998 cash used in operating activities was $5.4 million compared to cash provided by operations of $1.5 million for the three months ended March 31, 1997. The use of cash primarily relates to an increase in inventory since December 31, 1997. This inventory build up was due to the change in engine design to meet requirements of the Environmental Protection Agency and the components associated with this design change. Working capital increased $6.0 million, from $41.4 million to $47.4 million, during the three months ended March 31, 1998. See the Consolidated Statement of Cash Flows contained in this Form 10-Q for further information regarding the $3.4 million decrease in cash and cash equivalents from $4.8 million at December 31, 1997 to $1.4 million at March 31, 1998. Shareholders' equity increased from approximately $47.5 million as of March 31, 1997 to approximately $49.8 million as of March 31, 1998. This change primarily is due to the result of net earnings of $0.9 million and stock issued in purchase of Road Rescue of $1.5 million. See Note 7 of the financial statements in this Form 10-Q for further information regarding the acquisition of Road Rescue. The Company's debt to equity ratio increased to 31.4% on March 31, 1998, compared with 20.2% at December 31, 1997 due to the $1.5 million of term debt used to finance the acquisition of Road Rescue and the increase in borrowing due to the increased inventory. The Company's primary unsecured line of credit with a bank provides for maximum borrowings of $20.0 million at 45 basis points above the 30-day LIBOR, which was 6.13% at March 31, 1998. As of March 31, 1998, there were no borrowings against this line. In addition, under the terms of its credit agreement with its bank, the Company has the ability to issue -15- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) letters of credit totaling $0.4 million. At March 31, 1998, the Company had outstanding letters of credit totaling $0.2 million. The Company also has unsecured lines of credit at its subsidiary locations for $0.75 million and $1.0 million. There were no borrowings on these lines of credit at March 31, 1998. The Company believes it has sufficient resources from cash flows from operating activities and, if necessary, from additional borrowings under its lines of credit to satisfy ongoing cash requirements for the next 12 months. EFFECT OF INFLATION Inflation affects the Company in two principal ways. First, the Company's debt is tied to the prime and LIBOR rates so that increases affecting interest rates may be translated into additional interest expense. Second, general inflation impacts prices paid for labor, parts and supplies. Whenever possible, the Company attempts to cover increased costs of production and capital by adjusting the selling prices of its products. However, the Company normally does not attempt to negotiate inflation-based price adjustment provisions into its contracts. Since order lead times can be as much as six months, Spartan has limited ability to pass on cost increases to its customers on a short-term basis. In addition, the markets served by the Company are competitive in nature, and competition limits the pass through of cost increases in many cases. The Company strives to minimize the effect of inflation through cost reductions and improved productivity. YEAR 2000 COMPLIANCE The Company is currently in the process of addressing a potential problem that is facing all users of automated information systems. The problem is that many computer systems that process transactions based on two digits representing the year of transaction may recognize a date using "00" as the year 1900 rather than the year 2000. The problem could affect a wide variety of automated information systems, in the form of software failure, errors or miscalculations. The Company established a Year 2000 task force and developed a plan to prepare for the year 2000 in 1998. This plan began with the performance of an inventory of software applications and communicating with third party vendors and suppliers. The Company has a plan, which regularly is updated and monitored by technical personnel. Plan status regularly is review by management of the Company. The Company will continue to assess the impact of the Year 2000 issue on the remainder of its computer-based systems and applications throughout 1998. The Company's goal is to perform tests of its systems ad -16- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) applications during 1998 and to have all systems and applications compliant with the century change by December 31, 1998, allowing 1999 to be used for full validation and testing. The costs associated with the Year 2000 compliance primarily will consist of personnel expense for staff dedicated to the effort and professional fees paid to third party providers of remedial services. It is the Company's policy to expense such costs as incurred. The Company also may invest in new or upgraded technology that has definable value lasting beyond 2000. In these instances, where Year 2000 compliance is merely ancillary, the Company may capitalize and depreciate such an asset over its estimated useful life. In addition to reviewing its own computer operating systems and applications, the Company will have formal communications with its significant suppliers and large customers to determine the extent to which the Company's interface systems are vulnerable to those of third parties' failure to resolve their own Year 2000 issues. There is no assurance that the systems of other companies on which the Company's systems rely will be converted in a timely manner. If such modification and conversions are not made, or are not completed timely, the Year 2000 issue could have an adverse impact on the operations of the Company. Based on currently available information, management does not presently anticipate that the costs to address the Year 2000 issues will have as adverse impact on the Company's financial conditions, results of operation or liquidity. The date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimates. There can be no guarantee that these estimates will be achieved and actual results could differ from those anticipated. Specific factors that might cause differences include, but are not limited to, the ability of other companies on which the Company's systems rely to modify or convert their systems to be Year 2000 compliant, the ability to locate and correct all relevant computer code and similar circumstances. FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the chassis market, the economy and about the Company itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "projects," variations of such words and similar expressions are intended to identify such forward- looking statements. These statements are not guarantees of future -17- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) performance and involve certain risks, uncertainties and assumptions ("Future Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may differ materially from what may be expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update, amend or clarify forward-looking statements, as a result of new information, future events or otherwise. Future Factors that could cause a difference between a ultimate actual outcome and a preceding forward-looking statement include, but are not limited to, changes in interest rates; demand for products and services; the degree of competition by competitors; changes in laws or regulations, including changes related to safety standard adopted by NFPA; changes in prices, levies and assessments; the impact of technological advances; government and regulatory policy changes; trends in customer behaviors; dependence on key personnel; and the vicissitudes of the world and national economy. -18- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS. The following documents are filed as exhibits to this report on Form 10-Q: EXHIBIT NO. DOCUMENT 3.1 Spartan Motors, Inc. Restated Articles of Incorporation. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 1995, and incorporated herein by reference. 3.2 Spartan Motors, Inc. Bylaws (restated to reflect all amendments). Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 1995, and incorporated herein by reference. 4.1 Restated Articles of Incorporation. See Exhibit 3.1 above. 4.2 Bylaws. See Exhibit 3.2 above. 4.3 Form of Stock Certificate. Previously filed as an exhibit to the Registration Statement on Form S-18 (Registration No. 2-90021-C) filed on March 19, 1984, and incorporated herein by reference. 4.4 Rights Agreement dated June 4, 1997, between Spartan Motors, Inc. and American Stock Transfer and Trust Company. Previously filed as an Exhibit to the Company's Form 8-A filed on June 25, 1997, and incorporated herein by reference. 10.1 Restated Spartan Motors, Inc. 1988 Non-Qualified Stock Option Plan. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, and incorporated herein by reference. 10.2 The Spartan Motors, Inc. 1984 Incentive Stock Option Plan. Previously filed as an Exhibit to the Registration Statement on Form S-8 (Registration No. 33-28432) filed on April 28, 1989, and incorporated herein by reference. 10.3 Restated Spartan Motors, Inc. 1994 Incentive Stock Option Plan. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, and incorporated herein by reference. -19- EXHIBIT NO. DOCUMENT 10.4 The Spartan Motors, Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market Advisors. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, and incorporated herein by reference. 10.5 Carpenter Industries, Inc. Stockholders' Agreement. Previously filed as an Exhibit to the Company's Form 8-K Current Report filed on January 21, 1997, and incorporated herein by reference. 10.6 Contribution Agreement between Carpenter Industries LLC and Carpenter Industries, Inc. Previously filed as an Exhibit to the Company's Form 8-K Current Report filed on January 21, 1997, and incorporated herein by reference. 10.7 Carpenter Industries, Inc. Registration Rights Agreement. Previously filed as an Exhibit to the Company's Form 8-K Current Report filed on January 21, 1997, and incorporated herein by reference. 27 Financial Data Schedule. (b) REPORTS ON FORM 8-K. The Company filed a Current Report Form 8-K on January 19, 1998, regarding the Company's merger with Road Rescue, Inc. -20- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Spartan Motors, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPARTAN MOTORS, INC. Date: May 14, 1998 By /S/RICHARD J. SCHALTER Richard J. Schalter Secretary, Treasurer and Chief Financial Officer -21- EXHIBIT INDEX EXHIBIT NO. DOCUMENT 3.1 Spartan Motors, Inc. Restated Articles of Incorporation. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 1995, and incorporated herein by reference. 3.2 Spartan Motors, Inc. Bylaws (restated to reflect all amendments). Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 1995, and incorporated herein by reference. 4.1 Restated Articles of Incorporation. See Exhibit 3.1 above. 4.2 Bylaws. See Exhibit 3.2 above. 4.3 Form of Stock Certificate. Previously filed as an exhibit to the Registration Statement on Form S-18 (Registration No. 2-90021-C) filed on March 19, 1984, and incorporated herein by reference. 4.4 Rights Agreement dated June 4, 1997, between Spartan Motors, Inc. and American Stock Transfer and Trust Company. Previously filed as an Exhibit to the Company's Form 8-A filed on June 25, 1997, and incorporated herein by reference. 10.1 Restated Spartan Motors, Inc. 1988 Non-Qualified Stock Option Plan. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, and incorporated herein by reference. 10.2 The Spartan Motors, Inc. 1984 Incentive Stock Option Plan. Previously filed as an Exhibit to the Registration Statement on Form S-8 (Registration No. 33-28432) filed on April 28, 1989, and incorporated herein by reference. 10.3 Restated Spartan Motors, Inc. 1994 Incentive Stock Option Plan. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, and incorporated herein by reference. 10.4 The Spartan Motors, Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market Advisors. Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, and incorporated herein by reference. EXHIBIT NO. DOCUMENT 10.5 Carpenter Industries, Inc. Stockholders' Agreement. Previously filed as an Exhibit to the Company's Form 8-K Current Report filed on January 21, 1997, and incorporated herein by reference. 10.6 Contribution Agreement between Carpenter Industries LLC and Carpenter Industries, Inc. Previously filed as an Exhibit to the Company's Form 8-K Current Report filed on January 21, 1997, and incorporated herein by reference. 10.7 Carpenter Industries, Inc. Registration Rights Agreement. Previously filed as an Exhibit to the Company's Form 8-K Current Report filed on January 21, 1997, and incorporated herein by reference. 27 Financial Data Schedule.
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SPARTAN MOTORS, INC. AND SUBSIDIARIES FOR THE PERIOD ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 1,367,252 2,820,109 26,866,455 678,000 38,274,197 73,152,387 12,021,753 10,056,000 91,136,431 25,734,432 125,610 15,623,381 0 0 49,653,008 91,136,431 59,156,255 59,450,205 50,470,479 50,470,479 5,754,610 66,474 217,627 3,225,116 1,036,879 938,237 0 0 0 938,237 0.07 0.07