UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2007 |
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ___________________ to ____________________ |
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Commission File Number: 0-13611 |
SPARTAN MOTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Michigan |
38-2078923 |
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1000 Reynolds Road |
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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.
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Yes |
X |
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No |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One):
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Large accelerated filer |
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Accelerated Filer |
X |
Non-accelerated filer |
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Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
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Yes |
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No |
X |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
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Outstanding at |
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Common stock, $.01 par value |
32,620,412 shares |
SPARTAN MOTORS, INC.
INDEX
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FORWARD-LOOKING STATEMENTS |
3 |
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements: |
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Condensed Consolidated Balance Sheets - September 30, 2007 |
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Condensed Consolidated Statements of Income - |
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Condensed Consolidated Statements of Income - |
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Condensed Consolidated Statements of Cash Flows - |
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Condensed Consolidated Statements of Shareholders' |
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Notes to Condensed Consolidated Financial Statements |
11 |
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Item 2. |
Management's Discussion and Analysis of Financial |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
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Item 4. |
Controls and Procedures |
24 |
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PART II. OTHER INFORMATION |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
25 |
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Item 6. |
Exhibits |
25 |
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SIGNATURES |
27 |
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EXHIBIT INDEX |
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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, among others:
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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 adversely impacted 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. |
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Changes in environmental regulations. These regulations could have a negative impact on our earnings; for example, laws mandating improved emissions standards could increase our research and development costs, increase the cost of components and lead to the temporary unavailability of engines. |
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Rapidly rising material and component costs and the Company's ability to mitigate such cost increases based upon our supply contracts or to recover such cost increases with increases in selling prices of its products. Such increases in costs could have an adverse impact on our earnings. |
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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: |
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Factors that impact our attempts to expand internationally, such as the introduction of trade barriers in the United States or abroad. |
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Increasing oil prices and the availability of oil may have an adverse impact on the RV market. |
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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. |
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Armed conflicts and other military actions. The considerable political and economic uncertainties resulting from these events could adversely affect our order intake and sales. |
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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 Report. However, this list is not intended to be exhaustive; many other factors, including the risk factors disclosed in Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2006, could impact our business and it is impossible to predict with any accuracy which factors could adversely affect the Company. Although we believe that the forward-looking statements contained in this Report are reasonable, we cannot provide you with any guarantee that the anticipated results will be achieved. All forward-looking statements in this Report 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 Report. In addition to the risks listed above, other risks may arise in the future, and we disclaim any obligat ion to update information contained in any forward-looking statement.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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September 30, 2007 |
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December 31, 2006 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
3,549,811 |
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$ |
13,834,892 |
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Accounts receivable, less allowance for |
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doubtful accounts of $976,000 in 2007 |
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and $373,000 in 2006 |
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84,414,868 |
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62,620,127 |
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Inventories |
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90,940,158 |
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64,173,194 |
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Deferred income tax assets |
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4,370,657 |
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4,566,657 |
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Taxes receivable |
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5,917,829 |
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-- |
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Deposits on engines |
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2,116,964 |
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10,900,000 |
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Other current assets |
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454,835 |
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1,881,706 |
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Total current assets |
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191,765,122 |
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157,976,576 |
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Property, plant, and equipment, net |
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51,479,199 |
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29,659,133 |
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Goodwill |
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2,457,028 |
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2,457,028 |
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Other assets |
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523,499 |
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554,774 |
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Total assets |
$ |
246,224,848 |
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$ |
190,647,511 |
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)
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September 30, 2007 |
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December 31, 2006 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
$ |
49,156,041 |
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$ |
30,703,496 |
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Accrued warranty |
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8,925,367 |
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6,380,740 |
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Accrued customer rebates |
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2,367,092 |
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3,470,617 |
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Accrued compensation and related taxes |
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6,728,727 |
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7,712,421 |
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Accrued vacation |
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1,680,526 |
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1,483,389 |
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Deposits from customers |
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6,383,390 |
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7,465,422 |
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Other current liabilities and accrued expenses |
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880,501 |
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2,591,484 |
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Taxes on income |
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-- |
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1,565,629 |
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Current portion of long-term debt |
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522,250 |
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521,105 |
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Total current liabilities |
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76,643,894 |
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61,894,303 |
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Other non-current liabilities |
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1,078,000 |
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-- |
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Long-term debt, less current portion |
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44,865,212 |
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25,218,120 |
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Deferred income tax liabilities |
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89,000 |
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355,000 |
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Shareholders' equity: |
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Preferred stock, no par value: 2,000,000 |
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shares authorized (none issued) |
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-- |
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-- |
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Common stock, $.01 par value: 40,000,000 and |
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Additional paid in capital |
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60,348,357 |
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54,233,016 |
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Retained earnings |
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62,874,020 |
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48,630,402 |
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Total shareholders' equity |
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123,548,742 |
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103,180,088 |
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Total liabilities and shareholders' equity |
$ |
246,224,848 |
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$ |
190,647,511 |
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See Accompanying Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
____________________________________
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Three Months Ended September 30, |
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2007 |
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2006 |
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Sales |
$ |
148,890,919 |
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$ |
108,876,342 |
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Cost of products sold |
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131,316,292 |
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91,709,696 |
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Gross profit |
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17,574,627 |
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17,166,646 |
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Operating expenses: |
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Research and development |
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3,839,857 |
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3,091,788 |
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Selling, general and administrative |
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9,689,546 |
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7,851,664 |
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Operating income |
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4,045,224 |
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6,223,194 |
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Other income (expense): |
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Interest expense |
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(235,491 |
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(64,657 |
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Interest and other income |
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190,528 |
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204,631 |
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Earnings before taxes on income |
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4,000,261 |
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6,363,168 |
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Taxes on income |
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1,429,793 |
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2,289,291 |
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Net earnings |
$ |
2,570,468 |
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$ |
4,073,877 |
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Basic net earnings per share |
$ |
0.08 |
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$ |
0.14 |
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Diluted net earnings per share |
$ |
0.08 |
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$ |
0.13 |
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Basic weighted average common shares outstanding |
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32,200,000 |
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29,993,000 |
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Diluted weighted average common shares outstanding |
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32,862,000 |
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30,551,000 |
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See Accompanying Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
____________________________________
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Nine Months Ended September 30, |
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2007 |
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2006 |
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Sales |
$ |
444,355,828 |
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$ |
321,769,458 |
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Cost of products sold |
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378,076,960 |
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269,161,246 |
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Gross profit |
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66,278,868 |
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52,608,212 |
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Operating expenses: |
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Research and development |
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11,325,628 |
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8,902,742 |
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Selling, general and administrative |
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28,841,220 |
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22,580,596 |
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Operating income |
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26,112,020 |
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21,124,874 |
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Other income (expense): |
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Interest expense |
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(917,526 |
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(150,871 |
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Interest and other income |
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519,887 |
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720,063 |
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Earnings before taxes on income |
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25,714,381 |
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21,694,066 |
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Taxes on income |
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9,421,671 |
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8,145,911 |
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Net earnings |
$ |
16,292,710 |
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$ |
13,548,155 |
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Basic net earnings per share |
$ |
0.51 |
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$ |
0.46 |
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Diluted net earnings per share |
$ |
0.50 |
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$ |
0.46 |
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Basic weighted average common shares outstanding |
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31,927,000 |
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29,189,000 |
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Diluted weighted average common shares outstanding |
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32,582,000 |
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29,639,000 |
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Cash dividends per common share |
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0.05 |
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0.05 |
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See Accompanying Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Nine Months Ended September 30, |
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2007 |
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2006 |
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Cash flows from operating activities: |
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Net earnings |
$ |
16,292,710 |
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$ |
13,548,155 |
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Adjustments to reconcile net earnings to net cash |
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used in operating activities: |
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Depreciation |
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2,782,569 |
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2,071,795 |
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Loss on sale of assets |
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2,407 |
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25,348 |
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Deferred income taxes |
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(70,000 |
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-- |
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Tax benefit from stock incentive plan transactions |
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(3,392,212 |
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(1,916,000 |
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Stock based compensation related to restricted stock |
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821,097 |
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359,204 |
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Decrease (increase) in operating assets: |
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Accounts receivable |
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(21,794,741 |
) |
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(22,660,182 |
) |
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Inventories |
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(26,766,964 |
) |
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(11,172,141 |
) |
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Taxes receivable |
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(5,917,829 |
) |
|
2,669,457 |
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Other assets |
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10,241,182 |
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(9,208,110 |
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Increase (decrease) in operating liabilities: |
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Accounts payable |
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18,452,545 |
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|
13,589,014 |
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Accrued warranty |
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2,544,627 |
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|
1,416,028 |
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Accrued compensation and related taxes |
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(983,694 |
) |
|
1,223,972 |
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Accrued vacation |
|
197,137 |
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|
164,036 |
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Deposits from customers |
|
(1,082,032 |
) |
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(4,490,289 |
) |
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Other current liabilities and accrued expenses |
|
(2,814,508 |
) |
|
737,745 |
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Taxes on income |
|
2,573,583 |
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-- |
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Total adjustments |
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(25,206,833 |
) |
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(27,190,123 |
) |
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Net cash used in operating activities |
|
(8,914,123 |
) |
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(13,641,968 |
) |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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(24,614,542 |
) |
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(7,929,837 |
) |
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Proceeds from sale of property, plant and equipment |
|
9,500 |
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|
358,472 |
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Proceeds from sale of investments |
|
-- |
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|
1,989,190 |
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Net cash used in investing activities |
|
(24,605,042 |
) |
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(5,582,175 |
) |
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Cash flows from financing activities: |
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Proceeds from long-term debt |
|
99,800,000 |
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|
4,500,000 |
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Payments on long-term debt |
|
(80,151,763 |
) |
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(39,451 |
) |
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Proceeds from the exercise of stock options |
|
2,742,395 |
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10,137,657 |
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Cash retained on taxes due to stock incentive plan |
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Purchase and retirement of stock |
|
(830,668 |
) |
|
-- |
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Payment of dividends |
|
(1,718,092 |
) |
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(1,428,862 |
) |
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Net cash provided by financing activities |
|
23,234,084 |
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|
15,085,344 |
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Net decrease in cash and cash equivalents |
|
(10,285,081 |
) |
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(4,138,799 |
) |
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Cash and cash equivalents at beginning of period |
|
13,834,892 |
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|
9,702,059 |
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Cash and cash equivalents at end of period |
$ |
3,549,811 |
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$ |
5,563,260 |
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See Accompanying Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
____________________________________
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Additional |
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Total |
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Balance at December 31, 2006, as previously |
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Adjustment due to 2007 stock split |
10,555,670 |
|
105,557 |
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(105,557 |
) |
-- |
|
-- |
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|
|
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Balance at December 31, 2006, as adjusted |
31,667,009 |
|
316,670 |
|
54,233,016 |
|
48,630,402 |
|
103,180,088 |
|
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Adjustment due to adoption of FIN 48 |
-- |
|
-- |
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-- |
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(331,000 |
) |
(331,000 |
) |
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|
Issuance of common stock and the tax benefit of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted stock |
304,200 |
|
3,042 |
|
(3,042 |
) |
-- |
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase and retirement of stock |
(50,000 |
) |
(500 |
) |
(830,168 |
) |
-- |
|
(830,668 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
-- |
|
-- |
|
-- |
|
(1,718,092 |
) |
(1,718,092 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
-- |
|
-- |
|
-- |
|
16,292,710 |
|
16,292,710 |
|
|
Balance at September 30, 2007 |
32,636,509 |
|
$326,365 |
|
$60,348,357 |
|
$62,874,020 |
|
$123,548,742 |
|
See Accompanying Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
____________________________________
Note 1 - GENERAL AND SUMMARY OF ACCOUNTING POLICIES
For a description of key accounting policies followed refer to the notes to the Spartan Motors, Inc. (the "Company") consolidated financial statements for the year ended December 31, 2006, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007. There have been no changes in such accounting policies.
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, 2007 and the results of operations and cash flows for the three-and nine-months period ended September 30, 2007 and 2006.
The results of operations for the three- and nine-months periods ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year.
On November 2, 2006, the Company's Board of Directors declared a 3-for-2 stock split which was issued on December 15, 2006 to shareholders of record on November 15, 2006. On May 23, 2007, the Company's Board of Directors declared another 3-for-2 stock split which was issued on June 28, 2007 to shareholders of record on June 14, 2007. Earnings per share, all share data, common stock and additional paid in capital have been restated in all prior periods to reflect these stock splits.
Note 2 - INVENTORIES
Inventories are summarized as follows:
|
|
September 30, 2007 |
|
December 31, 2006 |
|
||
|
|
|
|
|
|
|
|
|
Finished goods |
$ |
8,968,544 |
|
$ |
14,937,698 |
|
|
Work in process |
|
25,668,002 |
|
|
14,407,108 |
|
|
Raw materials and purchased components |
|
58,279,900 |
|
|
37,274,183 |
|
|
Obsolescence reserve |
|
(1,976,288 |
) |
|
(2,445,795 |
) |
|
|
$ |
90,940,158 |
|
$ |
64,173,194 |
|
Note 3 - WARRANTIES
The Company's products generally carry limited warranties, based on terms that are generally accepted in the marketplace. Some components included in the Company's end products (such as engines, transmissions, tires, etc.) may include manufacturers' warranties. These manufacturers' warranties are generally passed onto the end customer of the Company's products.
The Company's policy is to record a provision for the estimated cost of warranty-related claims at the time of the sale and periodically adjust the provision to reflect actual experience. The amount of warranty liability accrued reflects management's best estimate of the expected future cost of honoring the Company's obligations under the warranty agreements. Historically, the cost
of fulfilling the Company's warranty obligations has principally involved replacement parts, labor and sometimes travel for field retrofit campaigns. The Company's estimates for motorhomes and emergency vehicles are based on historical experience, the number of units involved and the extent of features and components included in product models. The estimates for military vehicles are based upon experience with commercial vehicles.
Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently, a material warranty issue can arise which is beyond the scope of the Company's historical experience. The Company provides for any such warranty issues as they become known and are estimable. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters beyond the scope of the Company's historical experience.
Changes in the Company's warranty liability were as follows:
For the three months ended September 30:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
|
|
|
Balance of accrued warranty at July 1 |
$ |
8,121,971 |
|
$ |
4,718,786 |
|
|
|
|
|
|
|
|
|
|
Warranties accrued during the period |
|
1,830,940 |
|
|
976,543 |
|
|
|
|
|
|
|
|
|
|
Cash settlements made during the period |
|
(2,303,028 |
) |
|
(1,348,472 |
) |
|
|
|
|
|
|
|
|
|
Changes in liability for pre-existing warranties |
|
|
|
|
|
|
|
during the period, including expirations |
|
1,275,484 |
|
|
1,571,943 |
|
|
Balance of accrued warranty at September 30 |
$ |
8,925,367 |
|
$ |
5,918,800 |
|
For the nine months ended September 30:
|
|
2007 |
|
2006 |
|
||
|
|
|
|
|
|
|
|
|
Balance of accrued warranty at January 1 |
$ |
6,380,740 |
|
$ |
4,502,772 |
|
|
|
|
|
|
|
|
|
|
Warranties accrued during the period |
|
4,998,458 |
|
|
2,881,399 |
|
|
|
|
|
|
|
|
|
|
Cash settlements made during the period |
|
(6,038,799 |
) |
|
(3,468,398 |
) |
|
|
|
|
|
|
|
|
|
Changes in liability for pre-existing warranties |
|
|
|
|
|
|
|
during the period, including expirations |
|
3,584,968 |
|
|
2,003,027 |
|
|
Balance of accrued warranty at September 30 |
$ |
8,925,367 |
|
$ |
5,918,800 |
|
Note 4 - COMMITMENTS AND CONTINGENT LIABILITIES
The Company had repurchase agreements with certain third-party lending institutions that provided floor plan financing to customers. These agreements provided for the repurchase of products from the lending institution in the event of the customer's default. On December 31, 2006 and September 30, 2007, there were no significant repurchase agreements in effect. Historically, losses under these agreements have not been significant and it is management's
opinion that any future losses will not have a material effect on the Company's financial position or future operating results.
Note 5 - ACCOUNTING FOR INCOME TAXES
On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 provides recognition criteria and a related measurement model for tax positions taken by companies. In accordance with FIN 48, a tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are required to be recognized only when it is more likely than not (likelihood of greater than 50%), based solely on the technical merits, that the position will be sustained upon examination. Tax positions that meet the more likely than not threshold should be measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement.
Upon adoption of FIN 48 on January 1, 2007, the Company's liability related to uncertain tax positions amounted to $961,000. A portion of this liability, $331,000, was accounted for as a reduction to the January 1, 2007 balance of retained earnings. The remaining $630,000 was reclassified from current accrued taxes on income to other non-current liabilities. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense. Total interest and penalties included in non-current liabilities at January 1, 2007 and September 30, 2007 amounted to $182,000 and $324,000, respectively, with the $142,000 increase being charged to taxes on income in the current nine-month period. Tax years subject to examination by the IRS include all years after 2003. As of September 30, 2007, the Company has unrecognized tax benefits of $1,078,000, all of which if recognized would result in a reduction of the Company's effective tax rate.
On July 12, 2007, Michigan enacted a new business tax (Michigan Business Tax), which is a combined income tax and modified gross receipts tax. This tax replaces the Single Business Tax, which is similar to a value added tax and thus is not included in income tax expense by the Company. The new Michigan Business Tax, which is effective January 1, 2008 and applies to all business activity after December 31, 2007, is largely based on income and thus will be treated as an income tax by the Company. In accordance with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," deferred income tax assets and liabilities are required to be adjusted for the effect of a change in tax laws or rates with the effect included in income for the period that includes the enactment date. The Company has evaluated the impact of this change on its deferred income tax accounts and determined the impact to be immaterial.
Note 6 - SHAREHOLDERS' RIGHTS PLAN
On June 14, 2007, the Company's Board of Directors authorized the adoption of a Series B Preferred Stock Purchase Rights Plan (Rights Plan) replacing the previous plan that expired on July 7, 2007. Under the Rights Plan, a dividend distribution of one Series B Preferred Stock Purchase Right (Right) was made for each outstanding share of common stock, payable to shareholders of record on July 9, 2007. The Rights Plan is designed to protect shareholders
against unsolicited attempts to acquire control of the Company in a manner that does not offer a fair price to all shareholders.
Each Right entitles shareholders to purchase one one-hundredth of a share of preferred stock from the Company at a price of $125 per share, subject to adjustment. The Rights will become exercisable ten business days after a person or group (Acquiring Person) acquires 20% or more of the Company's common stock or ten business days after an acquiring person announces a tender offer that would result in ownership of 20% or more of the Company's common stock or ten business days after the Company's Board of Directors determines, pursuant to certain criteria set forth in the Rights Agreement, that a person beneficially owning 15% or more of the outstanding shares of Common Stock is an "Adverse Person".
The Company's Series B Preferred Stock consists of 2,000,000 shares authorized, at no par value, none of which are issued. Shares of preferred stock are reserved at a level sufficient to permit the exercise in full of all the outstanding Rights. Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend rate of $12.50 per share but will be entitled to an aggregate dividend of 100 times the dividend declared on the shares of Common Stock. In the event of liquidation, the holders of Preferred Stock will receive a minimum preferred liquidation payment of $250 per share but will be entitled to receive an aggregate liquidation payment equal to 100 times the payment made per share of Common Stock. Each share of Preferred Stock will have 100 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receiv e 100 times the amount received per share of Common Stock. Under terms specified in the Rights Plan, the Company has the right to redeem the Rights at one cent per Right. The Rights will expire on July 6, 2017, unless previously redeemed or exercised.
Note 7 - BUSINESS SEGMENTS
Sales and other financial information by business segment are as follows:
Three Months Ended September 30, 2007
(amounts in thousands)
|
|
Business Segments |
|
|
|
|
|
||||||
|
|
Chassis |
|
EVTeam |
|
Other |
|
Consolidated |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motorhome chassis sales |
$ |
48,536 |
|
|
-- |
|
|
-- |
|
$ |
48,536 |
|
|
Fire truck chassis sales |
|
27,845 |
|
|
-- |
|
$ |
(9,748 |
) |
|
18,097 |
|
|
EVTeam product sales |
|
-- |
|
$ |
19,693 |
|
|
-- |
|
|
19,693 |
|
|
Other sales |
|
62,565 |
|
|
-- |
|
|
-- |
|
|
62,565 |
|
|
Total Sales |
$ |
138,946 |
|
$ |
19,693 |
|
$ |
(9,748 |
) |
$ |
148,891 |
|
|
Interest expense (income) |
$ |
(2 |
) |
$ |
470 |
|
$ |
(233 |
) |
$ |
235 |
|
|
Depreciation expense |
|
475 |
|
|
283 |
|
|
333 |
|
|
1,091 |
|
|
Income tax expense (credit) |
|
3,100 |
|
|
(900 |
) |
|
(770 |
) |
|
1,430 |
|
|
Segment earnings (loss) |
|
5,386 |
|
|
(1,613 |
) |
|
(1,203 |
) |
|
2,570 |
|
|
Segment assets |
|
153,354 |
|
|
56,478 |
|
|
36,393 |
|
|
246,225 |
|
Three Months Ended September 30, 2006
(amounts in thousands)
|
|
Business Segments |
|
|
|
|
|
||||||
|
|
Chassis |
|
EVTeam |
|
Other |
|
Consolidated |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motorhome chassis sales |
$ |
43,800 |
|
|
-- |
|
|
-- |
|
$ |
43,800 |
|
|
Fire truck chassis sales |
|
31,106 |
|
|
-- |
|
$ |
(6,049 |
) |
|
25,057 |
|
|
EVTeam product sales |
|
-- |
|
$ |
21,414 |
|
|
-- |
|
|
21,414 |
|
|
Other sales |
|
18,605 |
|
|
-- |
|
|
-- |
|
|
18,605 |
|
|
Total Net Sales |
$ |
93,511 |
|
$ |
21,414 |
|
$ |
(6,049 |
) |
$ |
108,876 |
|
|
Interest expense (income) |
|
-- |
|
|
279 |
|
|
(214 |
) |
|
65 |
|
|
Depreciation expense |
|
306 |
|
|
323 |
|
|
103 |
|
|
732 |
|
|
Income tax expense (credit) |
|
2,753 |
|
|
(383 |
) |
|
(81 |
) |
|
2,289 |
|
|
Segment earnings (loss) |
|
5,215 |
|
|
(743 |
) |
|
(398 |
) |
|
4,074 |
|
|
Segment assets |
|
88,098 |
|
|
52,849 |
|
|
23,906 |
|
|
164,853 |
|
Nine Months Ended September 30, 2007
(amounts in thousands)
|
|
Business Segments |
|
|
|
|
|
||||||
|
|
Chassis |
|
EVTeam |
|
Other |
|
Consolidated |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motorhome chassis sales |
$ |
165,080 |
|
|
-- |
|
|
-- |
|
$ |
165,080 |
|
|
Fire truck chassis sales |
|
87,337 |
|
|
-- |
|
$ |
(21,864 |
) |
|
65,473 |
|
|
EVTeam product sales |
|
-- |
|
$ |
61,863 |
|
|
-- |
|
|
61,863 |
|
|
Other sales |
|
151,940 |
|
|
-- |
|
|
-- |
|
|
151,940 |
|
|
Total Sales |
$ |
404,357 |
|
$ |
61,863 |
|
$ |
(21,864 |
) |
$ |
444,356 |
|
|
Interest expense (income) |
$ |
-- |
|
$ |
1,149 |
|
$ |
(231 |
) |
$ |
918 |
|
|
Depreciation expense |
|
1,267 |
|
|
893 |
|
|
623 |
|
|
2,783 |
|
|
Income tax expense (credit) |
|
12,790 |
|
|
(1,784 |
) |
|
(1,584 |
) |
|
9,422 |
|
|
Segment earnings (loss) |
|
21,824 |
|
|
(3,290 |
) |
|
(2,241 |
) |
|
16,293 |
|
|
Segment assets |
|
153,354 |
|
|
56,478 |
|
|
36,393 |
|
|
246,225 |
|
Nine Months Ended September 30, 2006
(amounts in thousands)
|
|
Business Segments |
|
|
|
|
|
||||||
|
|
Chassis |
|
EVTeam |
|
Other |
|
Consolidated |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motorhome chassis sales |
$ |
156,591 |
|
|
-- |
|
|
-- |
|
$ |
156,591 |
|
|
Fire truck chassis sales |
|
79,829 |
|
|
-- |
|
$ |
(17,038 |
) |
|
62,791 |
|
|
EVTeam product sales |
|
-- |
|
$ |
60,874 |
|
|
-- |
|
|
60,874 |
|
|
Other sales |
|
41,513 |
|
|
-- |
|
|
-- |
|
|
41,513 |
|
|
Total Net Sales |
$ |
277,933 |
|
$ |
60,874 |
|
$ |
(17,038 |
) |
$ |
321,769 |
|
|
Interest expense (income) |
|
1 |
|
|
635 |
|
|
(485 |
) |
|
151 |
|
|
Depreciation expense |
|
792 |
|
|
961 |
|
|
319 |
|
|
2,072 |
|
|
Income tax expense (credit) |
|
9,098 |
|
|
(1,207 |
) |
|
255 |
|
|
8,146 |
|
|
Segment earnings (loss) |
|
17,225 |
|
|
(2,341 |
) |
|
(1,336 |
) |
|
13,548 |
|
|
Segment assets |
|
88,098 |
|
|
52,849 |
|
|
23,906 |
|
|
164,853 |
|
Note 8 - NEW ACCOUNTING STANDARDS
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, "Fair Value Measurements." This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company has not yet determined the impact, if any, of adopting SFAS No. 157 on its consolidated financial statements.
In June 2007, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) on EITF 06-11, "Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards." EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for nonvested equity-classified employee share-based payment awards as an increase in additional paid-in capital. The EITF should be applied prospectively to the income tax benefits of dividends on equity-classified employee share-based payment awards that are declared in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The Company does not expect EITF 06-11 to have a material effect on its consolidated financial results of operations or its financial position.
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
OVERVIEW
The Company was organized as a Michigan corporation on September 18, 1975, and is headquartered in Charlotte, Michigan. The Company began development of its first product that same year and shipped its first fire truck chassis in October 1975.
The Company is known as a world leading, niche market engineer and manufacturer in the heavy duty, custom vehicles marketplace. The Company has four wholly owned subsidiaries: Spartan Motors Chassis, Inc., located at the corporate headquarters in Charlotte, Michigan ("Spartan Chassis"); Crimson Fire, Inc., headquartered in Brandon, South Dakota ("Crimson"); Crimson Fire Aerials, Inc., located in Lancaster, Pennsylvania ("Crimson Aerials"); and Road Rescue, Inc., located in Marion, South Carolina ("Road Rescue"). Crimson, Crimson Aerials and Road Rescue make up the Company's EVTeam. The Company's brand names, Spartan™, Crimson Fire™ and Road Rescue™, are known for quality, value, service and innovation.
Spartan Chassis is a leading designer, engineer and manufacturer of custom heavy-duty chassis. The chassis consist of a frame assembly, engine, transmission, electrical system, running gear (wheels, tires, axles, suspension and brakes) and, for fire trucks and some specialty chassis applications, a cab. Chassis customers are original equipment manufacturers ("OEMs") who complete their heavy-duty vehicle product by mounting the body or apparatus on the Company's chassis except military vehicles where chassis components are attached to the armored shell. Crimson and Road Rescue engineer and manufacture emergency vehicles built on chassis platforms purchased from either Spartan Chassis or outside sources. Crimson Aerials engineers and manufactures aerial ladder components for fire trucks.
The Company's business strategy is to further diversify product lines and develop innovative design, engineering and manufacturing expertise in order to be the best value producer of custom vehicle products in the North American marketplace. Spartan Chassis sells its custom diesel chassis to three principal markets: fire truck, motorhome and specialty vehicles. Spartan Chassis believes that opportunities for growth remain strong for custom-built chassis and vehicles in each market.
The Company employs an innovative team focused on building lasting relationships with its customers. This is accomplished by striving to deliver premium custom vehicles and services that inspire customer loyalty. The Company believes that it can best carry out its long-term business plan and obtain optimal financial flexibility by using a combination of borrowings under the Company's credit facilities, as well as equity capital, as sources of expansion capital. A key metric in measuring our success is our Return on Invested Capital (ROIC). We define ROIC as operating income, less taxes, on an annualized basis, divided by total shareholders' equity.
The Company recognizes that annual unit sales of motorhome chassis have historically been substantially greater than that of the Company's other two principal chassis markets. Thus, in the past few years, management has placed special emphasis on further market penetration in the fire truck market and diversification into the specialty chassis market.
The Company expects future growth and earnings to come from:
|
|
• |
The growing strength of the Spartan brands, including Spartan Chassis, Crimson Fire and Road Rescue. |
|
|
|
|
|
|
• |
EVTeam operational improvements as processes are reengineered to lower costs by eliminating non-value added activities. |
|
|
|
|
|
|
• |
Further market share gain in the Class A motorhome market as the Company's chassis continue to lead the way in design features such as stability, ride, durability and dependability. |
|
|
|
|
|
|
• |
Opportunities in the areas of specialty vehicles, service parts and micro-niche markets. The Company has received subcontract orders under the Mine Resistant Ambush Protected (MRAP) program and these units will be produced through the fourth quarter of 2007 and into 2008. There is an opportunity for increased service parts sales as the number of military vehicles in the field grows. The Company is guardedly optimistic about the potential for additional military business. |
|
|
|
|
|
|
• |
Recent additions to manufacturing capacity for fire truck chassis cabs, specialty vehicles, and motorhomes chassis, expanded our capability to fulfill current and future market needs. |
|
|
|
|
|
|
• |
Potential for increased sales from our EVTeam due to the recent introduction of the "Boomer", an innovative, low cost product that will provide an aerial waterway for fire departments looking for a cost effective solution. It also offers other features such as lifting and elevated lighting capabilities in addition to the necessary connections to operate vehicle extraction tools. |
|
|
• |
The Company believes the major strength of its business model is market diversity and customization, with a growing foundation in emergency rescue. Geo-political events affect the recreational vehicle market more directly than the emergency rescue market. |
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, 2007 compared to the three- and nine-month periods ended September 30, 2006. 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 and in conjunction with the Company's annual report on Form 10-K filed with the Securities and exchange Commission on March 16, 2007.
RESULTS OF OPERATIONS
The following tables set forth, for the periods indicated, the components of the Company's business segment statements of operations, on an actual basis, as a percentage of sales:
Three months ended:
|
|
September 30, 2007 |
|
September 30, 2006 |
|
||||||||
|
|
Business Segments |
|
|
|
Business Segments |
|
|
|
||||
|
|
Chassis |
|
EVTeam |
|
Consolidated |
|
Chassis |
|
EVTeam |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
100.0% |
|
100.0% |
|
100.0% |
|
100.0% |
|
100.0% |
|
100.0% |
|
|
Cost of product sold |
87.2% |
|
99.7% |
|
88.2% |
|
82.7% |
|
95.2% |
|
84.2% |
|
|
Gross profit |
12.8% |
|
.3% |
|
11.8% |
|
17.3% |
|
4.8% |
|
15.8% |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
2.3% |
|
3.1% |
|
2.6% |
|
2.7% |
|
2.7% |
|
2.8% |
|
|
Selling, general, and administrative |
4.4% |
|
8.0% |
|
6.5% |
|
6.1% |
|
6.3% |
|
7.3% |
|
|
Operating income |
6.1% |
|
-10.8% |
|
2.7% |
|
8.4% |
|
-4.2% |
|
5.7% |
|
|
Other income (expense) |
0.0% |
|
-2.0% |
|
0.0% |
|
0.1% |
|
-1.1% |
|
0.1% |
|
|
Earnings before taxes on income |
6.1% |
|
-12.8% |
|
2.7% |
|
8.5% |
|
-5.3% |
|
5.8% |
|
|
Taxes on income |
2.2% |
|
-4.6% |
|
1.0% |
|
2.9% |
|
-1.8% |
|
2.1% |
|
|
Net earnings |
3.9% |
|
-8.2% |
|
1.7% |
|
5.6% |
|
-3.5% |
|
3.7% |
|
Nine months ended:
|
|
September 30, 2007 |
|
September 30, 2006 |
|
||||||||
|
|
Business Segments |
|
|
|
Business Segments |
|
|
|
||||
|
|
Chassis |
|
EVTeam |
|
Consolidated |
|
Chassis |
|
EVTeam |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
100.0% |
|
100.0% |
|
100.0% |
|
100.0% |
|
100.0% |
|
100.0% |
|
|
Cost of product sold |
84.2% |
|
96.0% |
|
85.1% |
|
82.0% |
|
95.7% |
|
83.7% |
|
|
Gross profit |
15.8% |
|
4.0% |
|
14.9% |
|
18.0% |
|
4.3% |
|
16.3% |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
2.4% |
|
2.9% |
|
2.5% |
|
2.6% |
|
2.7% |
|
2.8% |
|
|
Selling, general, and administrative |
4.9% |
|
7.9% |
|
6.5% |
|
6.0% |
|
7.0% |
|
7.0% |
|
|
Operating income |
8.5% |
|
-6.8% |
|
5.9% |
|
9.4% |
|
-5.4% |
|
6.5% |
|
|
Other income (expense) |
0.1% |
|
-1.4% |
|
-0.1% |
|
1.1% |
|
-0.4% |
|
0.2% |
|
|
Earnings before taxes on income |
8.6% |
|
-8.2% |
|
5.8% |
|
10.5% |
|
-5.8% |
|
6.7% |
|
|
Taxes on income |
3.2% |
|
-2.9% |
|
2.1% |
|
3.3% |
|
-2.0% |
|
2.5% |
|
|
Net earnings |
5.4% |
|
-5.3% |
|
3.7% |
|
7.2% |
|
-3.8% |
|
4.2% |
|
Quarter Ended September 30, 2007, Compared to the Quarter Ended September 30, 2006
For the three months ended September 30, 2007, consolidated sales increased $40.0 million (36.8%) to $148.9 million, from $108.9 million in the third quarter of 2006. Chassis Group sales for this period increased by $45.4 million (48.6%) to $138.9 million, from $93.5 million in the third quarter of 2006. The increased sales reflect higher unit sales in all Spartan Chassis product lines except for fire trucks. Compared to the same period in 2006, fire truck chassis sales decreased $3.3 million (10.5%), while other sales which include specialty chassis sales increased $44.0 million (236.3%) and motorhome chassis sales increased $4.7 million (10.8%). Fire truck orders were strong in 2006 due to expected engine-emissions change. Declines in 2007 are the result of customers pre-buying in 2006 ahead of the 2007 emission changes and the general softness in the current market. The third quarter of 2007 had a marked increase in specialty orders which drove sales for this segment. Specialty chassis sales increased over the same period of the prior year due to increased sales from the Mine Resistant Ambush Protected ("MRAP") program.
EVTeam sales decreased by $1.7 million (8.0%) to $19.7 million during the third quarter of 2007 compared with the prior year's third quarter. Crimson Fire's sales decreased while both Crimson Aerials and Road Rescue sales increased.
Gross margin decreased from 15.8% for the quarter ended September 30, 2006 to 11.8% for the same period of 2007. This decrease is due primarily to the continued shift in product mix and increased margin pressures on specialty vehicle units driven by increased competition. The average price of specialty vehicle units declined as expected due to changes in product mix as lower priced variations are being manufactured. Additional factors contributing to lower margins included production inefficiencies, scheduling changes related to component deliveries, challenges related to ramping up production levels and lower margins at the EVTeam.
Operating expenses as a percentage of sales decreased from 10.1% in the third quarter of 2006 to 9.1% in the third quarter of 2007. Research and development expenses increased $0.7 million while selling and administrative expenses increased $1.8 million compared to the same period in 2006. R&D and SG&A expenses increased as employment levels increased in these areas to support the growth of business.
The effective income tax rate was 35.7% in the third quarter of 2007 and 36.0% in the third quarter of 2006. The effective tax rates for 2007 and 2006 are consistent with the applicable federal and state statutory tax rates.
Net earnings decreased to $2.6 million ($0.08 per diluted share) in the third quarter of 2007 from $4.1 million ($0.13 per diluted share) in the third quarter of 2006 as a result of the negative gross margin factors detailed above.
Total chassis orders received during the third quarter of 2007 increased 141.7% compared to the same period in 2006. This reflects increases in all segments but particularly in specialty chassis orders which increased 375.3% over the prior year primarily due to the orders for the MRAP program.
At September 30, 2007, the Company had $383.1 million in backlog, compared with a backlog of $230.9 million at September 30, 2006. This reflects an increase in Chassis Group backlog of $156.4 million, or 94.6%, partially offset by a decrease in EVTeam backlog of $4.2 million, or 6.4%. The Company anticipates filling its current backlog orders by July 2008.
While orders in the backlog are subject to modification, cancellation or rescheduling by customers, this has not been a major factor 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.
Nine Months Ended September 30, 2007, Compared to the Nine Months Ended September 30, 2006
For the nine months ended September 30, 2007, consolidated sales increased $122.6 million (38.1%) to $444.4 million, from $321.8 million for the nine months ended September 30, 2006. Chassis Group sales for this period increased by $126.4 million (45.5%) to $404.3 million, from $277.9 million. The increased sales reflect higher unit sales in all Spartan Chassis product lines. Compared to the same period in 2006, fire truck chassis sales increased $7.5 million (9.4%), other sales which include specialty chassis sales increased $110.4 million (266.0%) and motorhome chassis sales increased $8.5 million (5.4%). Fire truck orders were strong in 2006 resulting in higher production run rates in 2007. Specialty chassis orders have been strong due to the MRAP program.
EVTeam sales increased by $1.0 million (1.6%) to $61.9 million during the first nine months of 2007 compared with the prior year's first nine months. Road Rescue sales increased by $0.4 million (2.5%); Crimson Fire's sales decreased by $0.1 million (0.3%) and Crimson Aerials sales increased by $0.7 million (20.2%).
The gross margin for the first nine months of 2007 was 14.9% compared to 16.3% for the same period of 2006. The decline was partially expected due to a shift in product mix to more specialty vehicle sales and margin pressures on specialty vehicle units due to increased competition. Scheduling changes and parts shortages compounded the production inefficiencies due to ramp up in capacity of specialty vehicles in the third quarter. The increased volume contributes to the improved dollar gross profit, generating better overhead utilization.
Operating expenses as a percentage of sales were 9.0% in the first nine months of 2007 compared to 9.8% in the same period of 2006. Research and development expenses increased $2.4 million while selling and administrative expenses increased $6.3 million compared to the same period in 2006. R&D and SG&A expenses both increased due to the increased number of employees over the same period of the prior year to support higher sales volumes.
The effective income tax rate was 36.6% in the first nine months of 2007 and 37.5% in the same period of 2006. The effective tax rates for 2007 and 2006 are consistent with the applicable federal and state statutory tax rates.
Net earnings increased to $16.3 million ($0.50 per diluted share) in the first nine months of 2007 from $13.5 million ($0.46 per diluted share) in the same period of 2006.
Total chassis orders received during the first nine months of 2007 increased 54.1% compared to the same period in 2006. This reflects an increase of 392.5% in specialty chassis orders partially offset by a 40.7% decrease in fire truck chassis orders which had increased substantially in the first nine months of 2006. Motorhome orders were up 1.0%.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2007, the Company generated an estimated annualized ROIC of 18.0%, compared to the estimated annualized ROIC of 16.8% for the same period in 2006. (The Company defines return on invested capital as operating income, less taxes, on an annualized basis, divided by total shareholders' equity.)
For the nine months ended September 30, 2007, cash used in operating activities was $8.9 million, which was a $4.7 million decrease from the $13.6 million of cash used in operating activities for the nine months ended September 30, 2006. Accounts receivable and inventories increased primarily as a result of increased business levels at Spartan Chassis. Deposits from customers and other current liabilities decreased, driving additional need for cash. These uses of cash were partially offset by decreased other assets and increased payables. Additions to manufacturing facilities resulted in increased investments in property, plant and equipment totaling $24.6 million. Financing activities generated $23.2 million in cash. Dividend payments and use of cash to repurchase stock were more than offset by net proceeds on long term debt, the exercise of stock options and the cash retained on taxes due to stock incentive plan transactions. The foregoing activities resulted in a net decrease of $10.3 million in cash l eaving the Company with $3.6 million in cash as of September 30, 2007.
The Company's working capital increased $19.0 million from $96.1 million at December 31, 2006 to $115.1 million at September 30, 2007.
Shareholders' equity increased $20.4 million in the nine months ended September 30, 2007 to $123.6 million from $103.2 million at December 31, 2006. Shareholders' equity increases included $16.3 million in net income and $6.9 million from the exercise of stock options and stock appreciation rights. These were partially offset by $1.7 million paid out in dividends and $0.8 million used to repurchase and retire stock. Shareholder's equity was further offset by $0.3 million due to an adjustment related to the Company's adoption of FIN 48 "Accounting for Uncertain Income Tax Positions", as of January 1, 2007.
On July 24, 2007, the Board of Directors authorized management to repurchase, over the course of the subsequent 12-month period, up to a total of 1,000,000 shares of its common stock in open market transactions. That authorization will expire on July 24, 2008. During the quarter, 50,000 shares were repurchased in open market transactions.
In its August 6, 2007 and October 23, 2007 meetings, the Board of Directors approved an additional $30 million increase in the Company's primary line of credit (revolving note payable) with JP Morgan Chase Bank, increasing the total unsecured line available to $65 million. The line of credit includes three one-year automatic extensions unless the bank provides notice of non-renewal 14 months in advance of the expiration date. Working capital and capital expenditures created the need for the additional borrowings. The Company had borrowings of $37.5 million under this line at September 30, 2007.
The Company has an unsecured fixed rate long term note which bears interest at 4.99%. The loan is repayable in equal monthly installments and matures in October of 2011. At September 30, 2007 the total outstanding amount on this note was $6.6 million.
The Company has a secured line of credit for $0.2 million. This line of credit is secured by accounts receivable, inventory and equipment. There were no borrowings under this line at September 30, 2007. As of September 30, 2007, the Company was in compliance with all debt covenants.
The Company has secured mortgage notes of which $1.2 million and $0.1 million are outstanding as of September 30, 2007. The mortgage notes carry an interest rate of 3.00% payable in monthly installments (for principal and interest) of $6,933 and $834, respectively, with balances due July 1, 2010 and March 1, 2009, respectively. These mortgage notes are secured by real estate and buildings.
At meetings on February 13, 2007 and March 12, 2007, the Board of Directors approved capital expenditure requests totaling $9.1 million to acquire and improve additional specialty vehicle manufacturing capacity and acquire a facility to house research and development activities. Both facilities are located in Charlotte, Michigan, close to existing Spartan facilities. At its April 26, 2007 meeting, the Board approved an additional $1.6 million in improvements to the recently acquired specialty chassis facilities. The Company will be financing these expenditures from working capital. At its July 24, 2007 meeting, the Board of Directors approved capital expenditures of $4.5 million to acquire and improve additional manufacturing and warehousing capacity for specialty vehicles and motorhomes. At this same meeting, the Board of Directors approved an additional $1.4 million for expenditures related to the increased production space needed for motorhome and fire truck product development. At a special meeting of the Board of Directors held on August 6, 2007, a $1.0 million expenditure request was approved by the Board of Directors for the dismantling of an existing plant and for site development for a new office building to meet existing and anticipated staffing requirements.
On April 26, 2007, the Board of Directors approved 2007 regular dividends of $0.10 per share payable in the amount of $0.05 per share on June 15, 2007 and $0.05 per share on December 14, 2007 to shareholders of record on May 15, 2007 and November 14, 2007 respectively. On October 23, 2007, the Board of Directors approved special dividends of $0.03 per share payable on December 14, 2007 to shareholders of record on November 14, 2007.
At September 30, 2007, the Company had $2.4 million in outstanding commitments to purchase engines from its suppliers of which $2.1 million has been paid by the Company and recorded in current assets as Deposits on engines. The remaining balance will be paid by December 31, 2007. This commitment was made to ensure an adequate supply of 2006 engines to meet customer requirements.
The Company believes it has sufficient resources from cash flows from operating activities and, if necessary, from borrowings under its existing lines of credit or expansions of those lines, if required, to satisfy ongoing cash requirements for the next 12 months.
CRITICAL ACCOUNTING POLICIES
The following discussion of accounting policies is intended to supplement Note 1, General and Summary of Accounting Policies, of the Notes to Consolidated Financial Statements included in
the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007. These policies were selected because they are broadly applicable within the Company's operating units, and they involve additional management judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related income statement, asset and/or liability amounts.
Revenue Recognition - The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition". Accordingly, revenue is recognized when title to the product and risk of ownership passes to the buyer. This occurs when the unit has been completed in accordance with purchase order specifications and has been tendered for delivery to the customer. Sales are shown net of returns, discounts and sales incentives, which historically have not been significant. The collectibility of any related receivable is reasonably assured before revenue is recognized.
Inventory - Estimated inventory allowances for slow-moving and obsolete inventory are based upon current assessments about future demands and market conditions. If market conditions are less favorable than those projected by management, additional inventory allowances may be required.
Warranties - The Company's policy is to record a provision for the estimated cost of warranty-related claims at the time of the sale, and periodically adjust the provision to reflect actual experience. The amount of warranty liability accrued reflects management's best estimate of the expected future cost of honoring the Company's obligations under the warranty agreements. The Company's estimates are based on historical experience, the number of units involved and the extent of features and components included in product models. For military vehicles with limited historical data, estimates were based upon historical experience of commercial vehicles. See also Note 3 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.
Equity Compensation - SFAS 123(R), "Share-Based Payment", addresses the accounting for share-based employee compensation and was adopted by the Company on January 1, 2006 utilizing the modified prospective approach. The effect of applying SFAS 123(R) and further information on the Company's equity compensation plans, including inputs used to determine fair value of options is disclosed in the 2006 Form 10-K. SFAS 123(R) requires that share options awarded to employees are recognized as compensation expense based on their fair value at grant date. The fair market value of options granted under the Company's stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model using assumptions for inputs such as interest rates, expected dividends, volatility measures and specific employee exercise behavior patterns based on statistical data. Some of the inputs we use are not market-observable and have to be estimated or derived from available data. Use of different estim ates would produce different option values, which in turn would result in higher or lower compensation expense recognized. We have not run the model with alternative inputs to quantify their effects on the fair value of the options.
To value options, several recognized valuation models exist. None of these models can be singled out as being the best or most correct one. The model we apply is able to handle some of the specific features included in the options we grant, which is the reason for its use. If we were to use a different model, the option values would differ despite using the same inputs.
Accordingly, using different assumptions coupled with using a different valuation model could have a significant impact on the fair value of employee stock options. Fair value could be either higher or lower than the ones produced by the model we apply and the inputs we used.
NEW AND PENDING ACCOUNTING POLICIES
See note 8 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.
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 in those interest rates would 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 effects of inflation through cost reductions and improved productivity.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
There have been no material changes to our exposures to market risk since December 31, 2006. 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. At September 30, 2007, the Company had no debt outstanding under its variable rate short-term and $37.5 million outstanding under its variable rate long-term debt agreements. The Company does not enter into market risk sensitive instruments for trading purposes.
|
Item 4. |
Controls and Procedures. |
An evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of September 30, 2007 (the "Evaluation Date"). This evaluation was performed under the supervision and with the participation of the Company's management, including its Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). As of the Evaluation Date, The Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that infor mation required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow for timely decisions regarding required disclosure. During the last fiscal quarter there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
On July 24, 2007, the Board of Directors authorized management to purchase, over the course of the subsequent 12-month period, up to a total of 1,000,000 shares of Spartan Motors, Inc. common stock in open market transactions. That authorization will expire on July 24, 2008. In September 2007, 50,000 shares were repurchased in open market transactions under the authority duly granted.
Spartan Motors, Inc. Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
|
July 1 - July 31, 2007 |
|
|
|
|
|
|
|
|
1,000,000 |
|
|
Aug. 1 - Aug. 31, 2007 |
|
|
|
|
|
|
|
|
1,000,000 |
|
|
Sept. 1 - Sept. 30, 2007 |
|
50,000 |
|
$16.578 |
|
|
50,000 |
|
950,000 |
|
|
|
|
50,000 |
|
$16.578 |
|
|
50,000 |
|
|
|
Item 6. |
Exhibits. |
(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. |
|
|
|
|
|
3.2 |
|
Spartan Motors, Inc. Bylaws, as amended to date. Previously filed as an exhibit to the Company's Form 10-Q Quarterly Report for the period ended June 30, 2003, and incorporated herein by reference. |
|
|
|
|
|
4.1 |
|
Rights Agreement dated July 7, 2007 between Spartan Motors, Inc. and American Stock Transfer and Trust Co., which includes the form of Certificate of Designation, Preferences and Rights of Series B Preferred Stock as Exhibit A, the form of the Rights Certificate as Exhibit B, and the Summary of Rights to Purchase Series B Preferred Stock as Exhibit C, previously filed as Exhibit 1 to the Company's Form 8-A filed July 10, 2007. Here incorporated by reference.* |
|
|
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
|
|
|
|
32 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350. |
*Management contract or compensatory plan or arrangement.
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 6, 2007 |
SPARTAN MOTORS, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By |
/s/ James W. Knapp |
|
|
|
James W. Knapp |
EXHIBIT INDEX
|
Exhibit No. |
|
Document |
|
|
|
|
|
3.1 |
|
Spartan Motors, Inc. Restated Articles of Incorporation, as amended to date. |
|
|
|
|
|
3.2 |
|
Spartan Motors, Inc. Bylaws, as amended to date. Previously filed as an exhibit to the Company's Form 10-Q Quarterly Report for the period ended June 30, 2003, and incorporated herein by reference. |
|
|
|
|
|
4.1 |
|
Rights Agreement dated July 7, 2007 between Spartan Motors, Inc. and American Stock Transfer and Trust Co., which includes the form of Certificate of Designation, Preferences and Rights of Series B Preferred Stock as Exhibit A, the form of the Rights Certificate as Exhibit B, and the Summary of Rights to Purchase Series B Preferred Stock as Exhibit C, previously filed as Exhibit 1 to the Company's Form 8-A filed July 10, 2007. Here incorporated by reference.* |
|
|
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
|
|
|
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
|
|
|
|
32 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350. |
*Management contract or compensatory plan or arrangement.
EXHIBIT 31.1
CERTIFICATION
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 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 report; |
|
|
|
|
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
|
|
|
|
|
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
|
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; |
|
|
|
|
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
|
c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
|
d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
|
|
|
|
|
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: November 6, 2007 |
/s/ John E. Sztykiel |
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John E. Sztykiel |
EXHIBIT 31.2
CERTIFICATION
I, James W. Knapp, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Spartan Motors, Inc.; |
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Based on my knowledge, this 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 report; |
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Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: November 6, 2007 |
/s/ James W. Knapp |
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James W. Knapp |
EXHIBIT 32
CERTIFICATION
Each of the undersigned hereby certifies in his capacity as an officer of Spartan Motors, Inc. (the "Company"), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 that:
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The Quarterly Report on Form 10-Q of the Company for the three month period ended September 30, 2007 (the "Report") fully complies with the requirements of Section 13(a) of the Securities and Exchange Act of 1934 (15 U.S.C. 78m); and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition at the end of such period and results of operations of the Company for such period. |
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Dated: November 6, 2007 |
/s/ John E. Sztykiel |
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John E. Sztykiel |
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Dated: November 6, 2007 |
/s/ James W. Knapp |
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James W. Knapp |