SPARTAN MOTORS FORM 10-Q PERIOD END 9/30/02

UNITED STATES
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
September 30, 2002

Commission File Number
0-13611


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

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

38-2078923
(I.R.S. Employer
Identification No.)

 

 

1165 Reynolds Road
Charlotte, Michigan

(Address of Principal Executive Offices)


48813
(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.


Class

Outstanding at
November 7, 2002

 

 

Common stock, $.01 par value

12,015,892 shares








SPARTAN MOTORS, INC.

INDEX


PART I. FINANCIAL INFORMATION

 

 

 

 

Page

 

Item 1.

Financial Statements:

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets -- September 30, 2002
     (Unaudited) and December 31, 2001


3

 

 

 

 

 

 

Condensed Consolidated Statements of Operations -
     Three Months Ended September 30, 2002 and 2001 (Unaudited)


5

 

 

 

 

 

 

Condensed Consolidated Statements of Operations -
     Nine Months Ended September 30, 2002 and 2001 (Unaudited)


6

 

 

 

 

 

 

Condensed Consolidated Statements of Shareholders'
     Equity - Nine Months Ended September 30, 2002 (Unaudited)


7

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows -
     Nine Months Ended September 30, 2002 and 2001 (Unaudited)


8

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

10

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial
     Condition and Results of Operations


14

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

20

 

 

 

 

 

Item 4.

Controls and Procedures

20

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

21

 

 

 

 

SIGNATURES

22

 

 

 

 

CERTIFICATIONS

23

 

 

 

 

EXHIBIT INDEX

27




- -2-


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
____________________________________

 

September 30, 2002


 

December 31, 2001


 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash and cash equivalents

$

10,375,272

 

$

4,192,785

   Accounts receivable, less allowance for

 

 

 

 

 

      doubtful accounts of $406,000 in 2002

 

 

 

 

 

      and $446,000 in 2001

 

28,565,484

 

 

25,774,877

   Inventories (Note 4)

 

23,960,677

 

 

23,587,813

   Deferred tax benefit

 

3,777,258

 

 

3,777,269

   Other current assets

 

1,007,850

 

 

1,619,503

   Current assets of discontinued operations

 


323,596


 

 


1,537,915


      Total current assets

 

68,010,137

 

 

60,490,162

 

 

 

 

 

 

Property, plant, and equipment, net

 

14,559,725

 

 

11,288,223

 

 

 

 

 

 

Deferred tax benefit

 

1,183,836

 

 

1,183,836

Goodwill, net of accumulated amortization

 

 

 

 

 

   of $1,712,000 in 2002 and 2001

 

4,543,422

 

 

4,543,422

Other assets

 


16,985


 

 


106,176


Total assets

$


88,314,105


 

$


77,611,819














- -3-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
____________________________________

 

September 30, 2002


 

December 31, 2001


 

 

(Unaudited)

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Accounts payable

$

16,447,849

 

$

13,850,182

   Other current liabilities and accrued expenses

 

2,734,697

 

 

1,851,199

   Accrued warranty

 

3,553,427

 

 

3,510,316

   Accrued customer rebates

 

635,886

 

 

380,171

   Accrued taxes on income

 

2,238,625

 

 

1,241,325

   Accrued compensation and related taxes

 

2,760,717

 

 

1,740,563

   Accrued vacation

 

1,085,128

 

 

1,118,200

   Deposits from customers

 

4,045,503

 

 

3,807,185

   Current portion of long-term debt

 

--

 

 

2,005,079

   Current liabilities of discontinued operations

 


25,000


 

 


1,795,556


      Total current liabilities

 

33,526,832

 

 

31,299,776

 

 

 

 

 

 

Long-term debt

 

--

 

 

9,400,000

 

 

 

 

 

 

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 12,000,632 and

 

 

 

 

 

      10,722,142 shares in 2002 and 2001, respectively

 

120,006

 

 

107,221

   Additional paid in capital

 

30,642,796

 

 

21,133,937

   Retained earnings

 


24,024,471


 

 


15,670,885


      Total shareholders' equity

 


54,787,273


 

 


36,912,043


 

 

 

 

 

 

Total liabilities and shareholders' equity

$


88,314,105


 

$


77,611,819



See Notes to Condensed Consolidated Financial Statements.








- -4-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
____________________________________

 

Three Months Ended September 30,


 

 

2002


 

2001


 

 

 

 

 

 

 

 

Sales

$

64,065,349

 

$

55,803,468

 

Cost of products sold

 


52,657,754


 

 


46,442,232


 

Gross profit

 

11,407,595

 

 

9,361,236

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

   Research and development

 

1,750,013

 

 

1,555,112

 

   Selling, general and administrative

 


4,869,064


 

 


4,818,681


 

Operating income

 

4,788,518

 

 

2,987,443

 

 

 

 

 

 

 

 

Other income / (expense):

 

 

 

 

 

 

   Interest expense

 

(86,234

)

 

(328,389

)

   Interest and other income (expense)

 


287,200


 

 


(17,026


)

Earnings before taxes on income

 

4,989,484

 

 

2,642,028

 

 

 

 

 

 

 

 

Taxes on income

 


1,744,619


 

 


1,087,273


 

Net earnings from continuing operations

 

3,244,865

 

 

1,554,755

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

   Gain (loss) on disposal of Carpenter

 


(108,126


)

 


--


 

Net earnings

$


3,136,739


 

$


1,554,755


 

 

 

 

 

 

 

 

Basic net earnings per share:

 

 

 

 

 

 

   Net earnings from continuing operations

$

0.27

 

$

0.15

 

   Gain (loss) from discontinued operations:

 

 

 

 

 

 

      Gain (loss) on disposal of Carpenter

 


(0.01


)

 


--


 

Basic net earnings per share

$


0.26


 

$


0.15


 

 

 

 

 

 

 

 

Diluted net earnings per share:

 

 

 

 

 

 

   Net earnings from continuing operations

$

0.26

 

$

0.15

 

   Gain (loss) from discontinued operations:

 

 

 

 

 

 

      Gain (loss) on disposal of Carpenter

 


(0.01


)

 


--


 

Diluted net earnings per share

$


0.25


 

$


0.15


 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 


11,918,000


 

 


10,522,000


 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 


12,563,000


 

 


10,560,000


 


See Notes to Condensed Consolidated Financial Statements.



- -5-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
____________________________________

 

Nine Months Ended September 30,


 

 

2002


 

2001


 

 

 

 

 

 

 

 

Sales

$

196,099,013

 

$

172,981,443

 

Cost of products sold

 


160,829,600


 

 


145,473,598


 

Gross profit

 

35,269,413

 

 

27,507,845

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

   Research and development

 

5,404,447

 

 

4,675,690

 

   Selling, general and administrative

 


15,733,168


 

 


14,110,443


 

Operating income

 

14,131,798

 

 

8,721,712

 

 

 

 

 

 

 

 

Other income / (expense):

 

 

 

 

 

 

   Interest expense

 

(300,470

)

 

(1,202,626

)

   Interest and other income (expense)

 


339,821


 

 


165,165


 

Earnings before taxes on income

 

14,171,149

 

 

7,684,251

 

 

 

 

 

 

 

 

Taxes on income

 


4,956,716


 

 


3,363,449


 

Net earnings from continuing operations

 

9,214,433

 

 

4,320,802

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

   Gain on disposal of Carpenter

 


269,314


 

 


--


 

Net earnings

$


9,483,747


 

$


4,320,802


 

 

 

 

 

 

 

 

Basic net earnings per share:

 

 

 

 

 

 

   Net earnings from continuing operations

$

0.81

 

$

0.41

 

   Gain from discontinued operations:

 

 

 

 

 

 

      Gain on disposal of Carpenter

 


0.02


 

 


--


 

Basic net earnings per share

$


0.83


 

$


0.41


 

 

 

 

 

 

 

 

Diluted net earnings per share:

 

 

 

 

 

 

   Net earnings from continuing operations

$

0.78

 

$

0.41

 

   Gain from discontinued operations:

 

 

 

 

 

 

      Gain on disposal of Carpenter

 


0.02


 

 


--


 

Diluted net earnings per share

$


0.80


 

$


0.41


 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 


11,400,000


 

 


10,520,000


 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 


11,899,000


 

 


10,541,000


 


See Notes to Condensed Consolidated Financial Statements.



- -6-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
____________________________________

 

Number of
Shares


 

Common
Stock


 

Additional Paid
In Capital


 

Retained
Earnings


 


Total


 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2002

10,722,142

 

$107,221

 

$21,133,937

 

$15,670,885

 

$36,912,043

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds from exercise

 

 

 

 

 

 

 

 

 

 

     of stock options including

 

 

 

 

 

 

 

 

 

 

     tax benefit of $2,413,000

1,278,490

 

12,785

 

9,455,859

 

 

 

9,468,644

 

Dividends paid

 

 

 

 

 

 

(1,130,161

)

(1,130,161

)

Other

 

 

 

 

53,000

 

 

 

53,000

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

     Net earnings

 


 

 


 

 


 

9,483,747


 

9,483,747


 

Balance at September 30, 2002

12,000,632


 

$120,006


 

$30,642,796


 

$24,024,471


 

$54,787,273


 


See Notes to Condensed Consolidated Financial Statements.















- -7-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
____________________________________

 

Nine Months Ended September 30,


 

 

2002


 

2001


 

Cash flows from operating activities:

 

 

 

 

 

 

   Net earnings from continuing operations

$

9,214,433

 

$

4,320,802

 

   Adjustments to reconcile net earnings to net cash

 

 

 

 

 

 

     provided by operating activities:

 

 

 

 

 

 

      Depreciation

 

1,427,740

 

 

1,280,985

 

      Amortization

 

--

 

 

312,749

 

      Loss (gain) on sales of assets

 

(2,083

)

 

4,535

 

      Decrease (increase) in assets:

 

 

 

 

 

 

         Accounts receivable

 

(2,790,607

)

 

(758,403

)

         Inventories

 

(372,864

)

 

2,100,110

 

         Federal taxes receivable

 

--

 

 

5,697,352

 

         Other assets

 

700,855

 

 

365,084

 

      Increase (decrease) in liabilities:

 

 

 

 

 

 

         Accounts payable

 

2,597,667

 

 

1,401,397

 

         Other current liabilities and accrued expenses

 

883,498

 

 

(1,082,884

)

         Accrued warranty

 

43,111

 

 

(216,366

)

         Accrued customer rebates

 

255,715

 

 

14,050

 

         Accrued taxes on income

 

997,300

 

 

2,885,525

 

         Accrued vacation

 

(33,072

)

 

87,422

 

         Accrued compensation and related taxes

 

1,020,154

 

 

(424,009

)

         Tax benefit from options exercised

 

2,413,000

 

 

--

 

         Deposits from customers

 


238,318


 

 


1,461,960


 

   Total adjustments

 


7,378,732


 

 


13,129,507


 

Net cash provided by continuing operating activities

 

16,593,165

 

 

17,450,309

 

 

 

 

 

 

 

 

Net cash used in discontinued operating activities

 


(286,923


)

 


(2,746,773


)

Net cash provided by operating activities

 

16,306,242

 

 

14,703,536

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

   Purchases of property, plant and equipment

 

(4,699,242

)

 

(1,507,812

)

   Proceeds from sales of property, plant and equipment

 


2,083


 

 


30,915


 

Net cash used in investing activities

 

(4,697,159

)

 

(1,476,897

)

 

 

 

 

 

 

 

 

 

 

 

 

(Continued)

 







- -8-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Continued)
____________________________________

 

Nine Months Ended September 30,


 

 

2002


 

2001


 

Cash flows from financing activities:

 

 

 

 

 

 

   Payments on notes payable

 

 

 

$

(30,000

)

   Payments on long-term debt

$

(11,405,079

)

 

(13,011,428

)

   Dividends paid

 

(1,130,161

)

 

(736,265

)

   Net proceeds from the exercise of stock options

 

7,055,644

 

 

33,923

 

   Other

 


53,000


 

 


--


 

Net cash used in financing activities

 

(5,426,596

)

 

(13,743,770

)

 

 


 


 

 


 


 

Net increase (decrease) in cash and cash equivalents

 

6,182,487

 

 

(517,131

)

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

4,192,785

 

 

535,030

 

 

 


 


 

 


 


 

Cash and cash equivalents at end of period

$


10,375,272


 

$


17,899


 










See Notes to Condensed Consolidated Financial Statements.











- -9-


SPARTAN MOTORS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1

For a description of the accounting policies followed refer to the notes to the Spartan Motors, Inc. (the "Company") annual consolidated financial statements for the year ended December 31, 2001, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2002.

Note 2

The accompanying unaudited interim condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair presentation of the Company's financial position as of September 30, 2002 and the results of operations and cash flows for the periods presented.

Note 3

The results of operations for the nine-month period ended September 30, 2002 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:

 

September 30, 2002


 

December 31, 2001


 

 

 

 

 

 

 

 

Finished goods

$

5,390,193

 

$

6,466,152

 

Raw materials and purchased components

 

13,383,924

 

 

11,234,222

 

Work in process

 

7,176,010

 

 

7,399,713

 

Obsolescence reserve

 


(1,989,450


)

 


(1,512,274


)

 

$


23,960,677


 

$


23,587,813


 


Note 5

Since October 23, 1998, the Company has consolidated its majority-owned subsidiary, Carpenter Industries, Inc. ("Carpenter"), and recognized 100% of Carpenter's operating results. On September 28, 2000, the Company's Board of Directors passed a resolution to cease funding of Carpenter. Carpenter's Board of Directors then voted on September 29, 2000 to begin the orderly liquidation of Carpenter. Since Carpenter was a separate segment of the Company's business, the operating results and the disposition of Carpenter's net assets were accounted for as a discontinued operation.








- -10-


Note 5 (continued)

The assets or liabilities of the discontinued operations have been segregated in the consolidated balance sheets. Details of such amounts are as follows:

 

September 30,
2002


 

December 31,
2001


 

 

 

 

 

 

 

 

Cash and cash equivalents

$

109,579

 

$

1,453,198

 

Other current assets

 

214,017

 

 

84,717

 

 

 


 


 

 


 


 

Current assets of discontinued operations

$


323,596


 

$


1,537,915


 

 

 

 

 

 

 

 

Notes payable

 

 

 

$

1,135,556

 

Other current liabilities

$

25,000

 

 

660,000

 

 

 


 


 

 


 


 

Current liabilities of discontinued operations

$


25,000


 

$


1,795,556


 


Note 6

Sales and other financial information by business segment are as follows (amounts in thousands):

Three Months Ended September 30, 2002

 

 

Business Segments


 

 

 

 

 

 

 

 

Chassis


 

EVTeam


 

Intangibles


 

Other


 

Consolidated


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

50,873

 

$

16,032

 

 

 

 

$

(2,840

)

$

64,065

 

Interest expense

 

57

 

 

145

 

 

 

 

 

(116

)

 

86

 

Depreciation expense

 

176

 

 

206

 

 

 

 

 

117

 

 

499

 

Income tax expense

 

1,570

 

 

153

 

 

 

 

 

22

 

 

1,745

 

Segment earnings from
     continuing operations

 


2,688

 

 


301

 

 

 

 

 


256

 

 


3,245

 

Discontinued operations

 

--

 

 

--

 

 

 

 

 

(108

)

 

(108

)

Segment earnings

 

2,688

 

 

301

 

 

 

 

 

148

 

 

3,137

 

Segment assets

 

38,053

 

 

28,628

 

$

4,543

 

 

17,090

 

 

88,314

 






- -11-


Note 6 (continued)

Three Months Ended September 30, 2001

 

 

Business Segments


 

 

 

 

 

 

 

 

Chassis


 

EVTeam


 

Intangibles


 

Other


 

Consolidated


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

43,889

 

$

18,332

 

 

 

 

$

(6,418

)

$

55,803

 

Interest expense

 

49

 

 

208

 

 

 

 

 

71

 

 

328

 

Depreciation and
     amortization expense

 


195

 

 


103

 


$


104

 

 


127

 

 


529

 

Income tax expense (benefit)

 

961

 

 

176

 

 

--

 

 

(50

)

 

1,087

 

Segment earnings (loss) from
     continuing operations

 


1,582

 

 


328

 

 


(104


)

 


(251


)

 


1,555

 

Discontinued operations

 

--

 

 

--

 

 

--

 

 

--

 

 

--

 

Segment earnings (loss)

 

1,582

 

 

328

 

 

(104

)

 

(251

)

 

1,555

 

Segment assets

 

52,195

 

 

29,823

 

 

4,648

 

 

(1,600

)

 

85,066

 


Nine Months Ended September 30, 2002

 

 

Business Segments


 

 

 

 

 

 

 

 

Chassis


 

EVTeam


 

Intangibles


 

Other


 

Consolidated


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

154,385

 

$

51,568

 

 

 

 

$

(9,854

)

$

196,099

 

Interest expense

 

142

 

 

398

 

 

 

 

 

(240

)

 

300

 

Depreciation expense

 

620

 

 

456

 

 

 

 

 

352

 

 

1,428

 

Income tax expense

 

4,791

 

 

609

 

 

 

 

 

(443

)

 

4,957

 

Segment earnings (loss) from
     continuing operations

 


8,350

 

 


961

 

 

 

 

 


(97


)

 


9,214

 

Discontinued operations

 

--

 

 

--

 

 

 

 

 

270

 

 

270

 

Segment earnings

 

8,350

 

 

961

 

 

 

 

 

173

 

 

9,484

 

Segment assets

 

38,053

 

 

28,628

 

$

4,543

 

 

17,090

 

 

88,314

 


Nine Months Ended September 30, 2001

 

 

Business Segments


 

 

 

 

 

 

 

 

Chassis


 

EVTeam


 

Intangibles


 

Other


 

Consolidated


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

132,768

 

$

52,682

 

 

 

 

$

(12,469

)

$

172,981

 

Interest expense

 

276

 

 

625

 

 

 

 

 

302

 

 

1,203

 

Depreciation and
     amortization expense

 


637

 

 


309

 


$


313

 

 


335

 

 


1,594

 

Income tax expense

 

2,828

 

 

498

 

 

--

 

 

37

 

 

3,363

 

Segment earnings (loss) from
     continuing operations

 


4,572

 

 


923

 

 


(313


)

 


(861


)

 


4,321

 

Discontinued operations

 

--

 

 

--

 

 

--

 

 

--

 

 

--

 

Segment earnings (loss)

 

4,572

 

 

923

 

 

(313

)

 

(861

)

 

4,321

 

Segment assets

 

52,195

 

 

29,823

 

 

4,648

 

 

(1,600

)

 

85,066

 




- -12-


Note 7

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) will no longer be amortized, but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company applied the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. Application of the non-amortization provisions of SFAS No. 142 would have resulted in an increase net earnings of $104,251 ($0.01 per diluted share) and $312,753 ($0.03 per diluted share) in the three- and nine-month periods ended September 30, 2001, respectively. During the second quarter of 2002, the Company completed the initial imp airment tests of goodwill as of January 1, 2002 as prescribed by SFAS No. 142, and has concluded that goodwill is not impaired.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations" for a disposal of a segment of a business. The Company was required to adopt SFAS No. 144 as of January 1, 2002 and it does not expect the adoption of the Statement to have a significant impact on the Company's financial position and results of operations.

The Company is in the process of disposing of certain real property which is no longer being used in the operations of the business. The Company expects that disposition of such property will be completed within the next year given current market conditions and the location and condition of the properties, subject only to the resolution of a legal issue with respect to the property which is currently in litigation. Under the provisions of SFAS No. 144, such property is recorded in the accompanying consolidated balance sheets at the lower of cost or estimated net selling price. The property is no longer being depreciated pending its sale. However, under the transition rules contained in SFAS No. 144, should this asset no longer qualify as an asset held for sale at December 31, 2002 under the definition contained in the Statement, the asset would be reclassified as an asset held and used at that date and re-measured to the lower of its original carrying amount adjusted for depreciation had the asset been in continuous use or its fair value.








- -13-


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 three- and nine-month periods ended September 30, 2002 compared to the three- and nine-month periods ended September 30, 2001. The comments that follow should be read in conjunction with the Company's condensed 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 operations, on an actual basis, as a percentage of sales:

 

Three Months Ended September 30,


 

Nine Months Ended September 30,


 

 

2002


 

2001


 

2002


 

2001


 

 

 

 

 

 

 

 

 

 

Sales

100.0%

 

100.0%

 

100.0%

 

100.0%

 

Cost of product sold

82.2%


 

83.2%


 

82.0%


 

84.1%


 

Gross profit

17.8%

 

16.8%

 

18.0%

 

15.9%

 

Operating expenses:

 

 

 

 

 

 

 

 

   Research and development

2.7%

 

2.8%

 

2.8%

 

2.7%

 

   Selling, general, and administrative

7.6%


 

8.6%


 

8.0%


 

8.2%


 

Operating income

7.5%

 

5.4%

 

7.2%

 

5.0%

 

Other income (expense)

0.3%


 

(0.7%


)

0.0%


 

(0.6%


)

Earnings before taxes on income

7.8%

 

4.7%

 

7.2%

 

4.4%

 

Taxes on income

2.7%


 

1.9%


 

2.5%


 

1.9%


 

Net earnings from continuing

 

 

 

 

 

 

 

 

   operations

5.1%

 

2.8%

 

4.7%

 

2.5%

 

Discontinued operations:

 

 

 

 

 

 

 

 

   Gain (loss) on disposal of Carpenter

(0.2%


)

--   


 

0.1%


 

--   


 

Net earnings

4.9%


 

2.8%


 

4.8%


 

2.5%


 


Quarter Ended September 30, 2002, Compared to the Quarter Ended September 30, 2001

For the three months ended September 30, 2002, consolidated sales increased $8.3 million (14.8%) to $64.1 million, from $55.8 million in the third quarter of 2001. Chassis Group sales for this period increased by $7.0 million (15.9%). The majority of this increase is due to higher sales of motorhome chassis. During the third quarter of 2002, motorhome chassis sales were 29.2% higher than the third quarter of 2001. This increase is due to increased demand for motorhomes, in part as a result of more stable economic conditions in the United States.





- -14-


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)


Fire truck chassis sales in the third quarter of 2002 were down 10.4% over the same period of 2001. The fire truck market continues to be strong in 2002, with the decrease in sales primarily attributable to a temporary decrease in orders after the terrorist attacks of September 11, 2001. Orders continue to be strong in the third quarter of 2002 (as noted below), but the majority of sales revenue related to these orders will not be reflected until the fourth quarter of 2002 and first quarter of 2003. The lag is due to lead times for major fire truck chassis components and to a short-term lower availability of engines stemming from higher engine emission standards.

EVTeam sales decreased $2.3 million, or 12.5%, from their sales level in the prior year's third quarter. The EVTeam's solid backlog insulated the segment in the first two quarters of 2002 from the short-term decrease in orders subsequent to September 11th. However, the third quarter was impacted by the decrease.

Gross margin increased from 16.8% for the quarter ended September 30, 2001 to 17.8% for the same period of 2002. This increase is due to two primary factors. First, improved product quality and reliability has translated to lower warranty expense. Second, continued inventory monitoring, coupled with lower inventory levels, has resulted in fewer inventory write-offs.

Operating expenses as a percentage of sales dropped from 11.4% for the third quarter of 2001 to 10.3% for the third quarter of 2002. Operating expenses in dollars rose slightly ($0.2 million, or 3.9%), as the Company continues its efforts in research and development and in marketing its brand image.

Other income (expense) improved from (0.7)% of sales in the three months ended September 30, 2001 to 0.3% of sales in the same period in 2002. The Company paid off its interest bearing debt during April of 2002, resulting in lower interest expense in 2002 than in 2001.

The effective tax rate in the third quarter of 2002 was 35.0% versus 41.1% for the third quarter of 2001. The Company's effective tax rate fluctuates based upon the states where sales occur and with the level of export sales.

On September 28, 2000, the Company's Board of Directors passed a resolution to cease funding of the Company's majority-owned subsidiary, Carpenter Industries, Inc. Carpenter's Board of Directors then voted on September 29, 2000, to begin the orderly liquidation of Carpenter. The disposition of Carpenter's assets is being accounted for as a discontinued operation. The $0.1 million loss on disposal of Carpenter in the third quarter of 2002 is a result of the Company's revision of its estimated loss to dispose of the business, based upon resolution of certain litigation related to the disposal. There was no impact from the discontinued operation in the third quarter of 2001. Details of Carpenter's assets and liabilities at September 30, 2002 and December 31, 2001 are set forth in Note 5 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.




- -15-


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)


Total chassis orders received during the third quarter of 2002 increased 16.6% compared to the same period in 2001. This is due to a 9.3% increase in motorhome chassis orders coupled with a 39.4% increase in fire truck chassis orders. Based on average order lead-time, the Company estimates that approximately one-half of the motorhome, one-third of the specialty, and none of the fire truck chassis orders received during the three-month period ended September 30, 2002 were produced and delivered by September 30, 2002.

Nine-Month Period Ended September 30, 2002, Compared to the Nine-Month Period Ended September 30, 2001

For the nine months ended September 30, 2002, consolidated sales increased $23.1 million (13.4%) to $196.1 million, from $173.0 million in the first nine months of 2001. Chassis Group sales for these periods increased by $21.6 million (16.3%). The majority of this increase is due to higher sales of motorhome chassis. During the nine months ended September 30, 2002, motorhome chassis sales were 37.2% higher than the same period in 2001. This increase is due to increased demand for motorhomes, in part as a result of more stable economic conditions in the United States.

Fire truck chassis sales in the first nine months of 2002 were down 14.7% over the same period of 2001. The fire truck market continues to be strong in 2002, with the decrease in sales primarily attributable to a temporary decrease in orders after the terrorist attacks of September 11, 2001. Orders continue to be strong in the third quarter of 2002 (as noted below), but the majority of sales revenue related to these orders will not be reflected until the fourth quarter of 2002 and the first quarter of 2003. The lag is due to lead times for major fire truck chassis components and to a short-term lower availability of engines stemming from higher engine emission standards.

EVTeam sales decreased slightly ($1.1 million, or 2.1%), from their sales level in the prior year's first nine months. The EVTeam's solid backlog insulated the segment in the first two quarters of 2002 from the short-term decrease in orders subsequent to September 11th. However, the third quarter was impacted by the decrease, causing a decrease for the first nine months of 2002.

Gross margin increased from 15.9% for the nine months ended September 30, 2001 to 18.0% for the same period of 2002. This increase is due to two primary factors. First, improved product quality and reliability has translated to lower warranty expense. Second, continued inventory monitoring coupled with lower inventory levels has resulted in fewer inventory write-offs.

Operating expenses as a percentage of sales dropped slightly to 10.8% for the nine months ending September 30, 2002 versus 10.9% for the same period in 2001. Operating expenses in dollars rose $2.4 million, or 12.5%, as the Company continues its efforts in research and development and in marketing its brand image.




- -16-


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)


Other income (expense) improved from (0.6)% of sales in the nine months ended September 30, 2001 to 0.0% of sales in the same period in 2002. The Company paid off its interest bearing debt during April of 2002, resulting in lower interest expense in 2002 than in 2001.

The effective tax rate in the first nine months of 2002 was 35.0% versus 43.8% for the first nine months of 2001. The Company's effective tax rate fluctuates based upon the states where sales occur and with the level of export sales.

On September 28, 2000, the Company's Board of Directors passed a resolution to cease funding of the Company's majority-owned subsidiary, Carpenter Industries, Inc. Carpenter's Board of Directors then voted on September 29, 2000, to begin the orderly liquidation of Carpenter. The disposition of Carpenter's assets is being accounted for as a discontinued operation. The $0.3 million gain on disposal of Carpenter in 2002 is a result of the Company's revision of its estimated loss to dispose of the business, based upon resolution of open items related to the disposal. There was no impact from the discontinued operation in the first nine months of 2001. Details of Carpenter's assets and liabilities at September 30, 2002 and December 31, 2001, are set forth in Note 5 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.

Total chassis orders received during the first nine months of 2002 increased 7.2% compared to the same period in 2001. This is due to a 7.4% increase in motorhome chassis orders coupled with a 10.2% increase in fire truck chassis orders. Based on average order lead-time, the Company estimates that approximately three-quarters of the motorhome, one-half of the specialty, and one-third of the fire truck chassis orders received during the nine-month period ended September 30, 2002 were produced and delivered by September 30, 2002.

At September 30, 2002, the Company had $80.5 million in backlog compared with a backlog of $84.0 million related to continuing operations at September 30, 2001. This was due to an increase in Chassis Group backlog of $9.4 million, or 20.8%, offset by a decrease in EVTeam backlog of $12.8 million, or 32.9%.

While orders in the 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.






- -17-


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)


LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2002, cash provided by operating activities from continuing operations was $16.6 million, which was $0.9 million (5.1%) lower than the $17.5 million of cash provided by operating activities from continuing operations for the nine months ended September 30, 2001. See the Condensed Consolidated Statements of Cash Flows contained in Item 1 of this Form 10-Q for the various factors that led to this decrease. The cash provided by operating activities in 2002, combined with the cash on hand at December 31, 2001 and cash provided from the exercise of stock options of $7.1 million, allowed the Company to pay off $11.4 million in long-term debt, pay dividends of $1.1 million and also to fund $4.7 million in property, plant and equipment purchases, primarily related to the Company's plant expansion in South Carolina. The Company's working capital increased $5.3 million from $29.2 million at December 31, 2001 to $34.5 million at September 30, 2002. See the Condensed Consolidat ed Statements of Cash Flows contained in Item 1 of this Form 10-Q for further information regarding the increase in cash and cash equivalents, from $4.2 million at December 31, 2001 to $10.4 million at September 30, 2002.

Shareholders' equity increased $17.9 million in the nine months ended September 30, 2002 to $54.8 million. This change resulted from the $9.5 million in net earnings of the Company, the receipt of $7.1 million from the exercise of stock options and the $2.4 million tax benefit related to the exercise of stock options, offset by $1.1 million paid in dividends.

The Company's primary line of credit is a $25.0 million revolving note payable to a bank. The Company also has the availability for term notes under the same debt agreement. Under the terms of the line of credit and term note agreement, the Company is required to maintain certain financial ratios and other financial conditions. The agreement also prohibits the Company from incurring additional indebtedness, limits certain acquisitions, investments, advances or loans, and restricts substantial asset sales. At September 30, 2002 the Company was not subject to any debt covenants because no borrowings were outstanding.

The Company also has a secured line of credit for $0.2 million and an unsecured line of credit for $1.0 million. The $0.2 million line carries an interest rate of 2% above the bank's prime rate (prime rate at September 30, 2002 was 4.75%) and has an expiration date of June 1, 2003. This line of credit is secured by accounts receivable, inventory and equipment. There were no borrowings on this line at September 30, 2002. The $1.0 million line carries an interest rate of 1% above the bank's prime rate and expires only if there is a change in management. There were no borrowings on the $1.0 million line at September 30, 2002. 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.







- -18-


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)


EFFECT OF INFLATION

Inflation affects the Company in two principal ways. First, the Company's debt is tied to the prime and LIBOR interest 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 prices of its products. However, the Company generally does not attempt to negotiate inflation-based price adjustment provisions into its contracts. Since order lead times can be as much as six months, the Company has limited ability to pass on cost increases to its customers on a short-term basis. In addition, the markets the Company serves are competitive in nature, and competition limits the Company's ability to pass through cost increases in many cases. The Company strives to minimize the effect of inflation through cost reductions and improved productivity.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains statements that are not historical facts. These statements are called "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve important known and unknown risks, uncertainties and other factors and can be identified by phrases using "estimate," "anticipate," "believe," "project," "expect," "intend," "predict," "potential," "future," "may," "should" and similar expressions or words. Our future results, performance or achievements may differ materially from the results, performance or achievements discussed in the forward-looking statements. There are numerous factors that could cause actual results to differ materially from the results discussed in forward-looking statements, including:

Changes in existing products liability, tort or warranty laws or the introduction of new laws, regulations or policies that could affect our business practices: these laws, regulations or policies could impact our industry as a whole, or could impact only those portions in which we are currently active, for example, laws regulating the design or manufacture of emergency vehicles or regulations issued by the National Fire Protection Association; in either case, our profitability could be injured due to an industry-wide market decline or due to our inability to compete with other companies that are unaffected by these laws, regulations or policies.

 

 

Changes in environmental regulations: these regulations could have a negative impact on our earnings; for example, laws mandating greater fuel efficiency could increase our research and development costs and lead to the temporary unavailability of engines.

 

 

Changes in economic conditions, including changes in interest rates, financial market performance and our industry: these types of changes can impact the economy in general, resulting in a downward trend that impacts not only our business, but all companies with which we compete; or, the changes can impact only those parts of the economy upon which we rely in a unique fashion, including, by way of example:



- -19-


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)


 

Factors that impact our attempts to expand internationally, such as the introduction of trade barriers in the United States or abroad.


Changes in relationships with major customers: an adverse change in our relationship with major customers would have a negative impact on our earnings and financial position.

 

The effects of the September 11, 2001 terrorist attacks: the considerable political and economic uncertainties resulting from these events could adversely affect the Company's order intake and sales, particularly in the motorhome market.

 

 

Factors that we have discussed in previous public reports and other documents filed with the Securities and Exchange Commission.


This list provides examples of factors that could affect the results described by forward-looking statements contained in this Form 10-Q. However, this list is not intended to be exhaustive; many other factors could impact our business and it is impossible to predict with any accuracy which factors could result in which negative impacts. Although we believe that the forward-looking statements contained in this Form 10-Q are reasonable, we cannot provide you with any guarantee that the anticipated results will be achieved. All forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements contained in this section and you are cautioned not to place undue reliance on the forward-looking statements contained in this Form 10-Q. In addition to the risks listed above, other risks may arise in the future, and we disclaim any obligation to update information contained in any forward-looking statement.


Item 3.

Quantitative and Qualitative Disclosures About Market Risk.


The Company's primary market risk exposure is a change in interest rates in connection with its outstanding variable rate short-term and long-term debt. However, at September 30, 2002, the Company had no debt outstanding under its variable rate short-term and long-term debt.


Item 4.

Controls and Procedures.


The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-4(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q (the "Evaluation Date"). They have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date.




- -20-


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, as amended to date. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 2000, and incorporated herein by reference.

 

 

 

 

 

3.2

 

Spartan Motors, Inc. Bylaws, as amended to date. Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001, and incorporated herein by reference.


          (b)          Reports on Form 8-K. The Company filed the following Current Report on Form 8-K during the quarter ended September 30, 2002. This Form 8-K was furnished pursuant to Regulation FD and is considered to have been "furnished" but not "filed" with the Securities and Exchange Commission.

Date of Report


 

Filing Date


 

Item(s) Reported


 

 

 

 

 

August 1, 2002

 

August 1, 2002

 

This Form 8-K included a press release that announced the Company's financial results for the second quarter of 2002 and included condensed income statements for the three- and six-month periods ended June 30, 2002 and 2001.











- -21-


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.


Date:  November 12, 2002

SPARTAN MOTORS, INC.

 

 

 

 

 

 

 

By

/s/ James W. Knapp


 

 

James W. Knapp
Chief Financial Officer
(Principal Accounting and Financial Officer)



























- -22-


CERTIFICATIONS

I, John E. Sztykiel, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Spartan Motors, Inc.;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


 

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

 

 

 

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):


 

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

 

 

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and




- -23-


6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: November 12, 2002

 

/s/ John E. Sztykiel


 

 

President and Chief Executive Officer
































- -24-


I, James W. Knapp, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Spartan Motors, Inc.;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


 

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

 

 

 

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):


 

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

 

 

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and




- -25-


6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: November 12, 2002

 

/s/ James W. Knapp


 

 

Chief Financial Officer



























- -26-


EXHIBIT INDEX

 

Exhibit No.

 

Document

 

 

 

 

 

3.1

 

Spartan Motors, Inc. Restated Articles of Incorporation, as amended to date. Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 2000, and incorporated herein by reference.

 

 

 

 

 

3.2

 

Spartan Motors, Inc. Bylaws, as amended to date. Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001, and incorporated herein by reference.




















- -27-