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 |
Commission File Number |
SPARTAN MOTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Michigan |
38-2078923 |
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1165 Reynolds Road |
|
Registrant's Telephone Number, Including Area Code: (517) 543-6400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No _______
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
|
Outstanding at |
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|
|
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Common stock, $.01 par value |
12,015,892 shares |
SPARTAN MOTORS, INC.
INDEX
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PART I. FINANCIAL INFORMATION |
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Page |
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Item 1. |
Financial Statements: |
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Condensed Consolidated Balance Sheets -- September 30, 2002 |
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Condensed Consolidated Statements of Operations - |
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Condensed Consolidated Statements of Operations - |
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Condensed Consolidated Statements of Shareholders' |
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Condensed Consolidated Statements of Cash Flows - |
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Notes to Condensed Consolidated Financial Statements |
10 |
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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 |
20 |
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Item 4. |
Controls and Procedures |
20 |
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PART II. OTHER INFORMATION |
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Item 6. |
Exhibits and Reports on Form 8-K |
21 |
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SIGNATURES |
22 |
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CERTIFICATIONS |
23 |
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EXHIBIT INDEX |
27 |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
____________________________________
|
September 30, 2002 |
|
December 31, 2001 |
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(Unaudited) |
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ASSETS |
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|
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Current assets: |
|
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|
|
|
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Cash and cash equivalents |
$ |
10,375,272 |
|
$ |
4,192,785 |
|
Accounts receivable, less allowance for |
|
|
|
|
|
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doubtful accounts of $406,000 in 2002 |
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|
|
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and $446,000 in 2001 |
|
28,565,484 |
|
|
25,774,877 |
|
Inventories (Note 4) |
|
23,960,677 |
|
|
23,587,813 |
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Deferred tax benefit |
|
3,777,258 |
|
|
3,777,269 |
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Other current assets |
|
1,007,850 |
|
|
1,619,503 |
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Current assets of discontinued operations |
|
323,596 |
|
|
1,537,915 |
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Total current assets |
|
68,010,137 |
|
|
60,490,162 |
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|
|
|
|
|
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Property, plant, and equipment, net |
|
14,559,725 |
|
|
11,288,223 |
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|
|
|
|
|
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Deferred tax benefit |
|
1,183,836 |
|
|
1,183,836 |
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Goodwill, net of accumulated amortization |
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of $1,712,000 in 2002 and 2001 |
|
4,543,422 |
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4,543,422 |
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Other assets |
|
16,985 |
|
|
106,176 |
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Total assets |
$ |
88,314,105 |
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$ |
77,611,819 |
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
____________________________________
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September 30, 2002 |
|
December 31, 2001 |
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(Unaudited) |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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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 |
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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 |
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Current liabilities of discontinued operations |
|
25,000 |
|
|
1,795,556 |
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Total current liabilities |
|
33,526,832 |
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31,299,776 |
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Long-term debt |
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-- |
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9,400,000 |
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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, 23,900,000 |
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shares authorized, issued 12,000,632 and |
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10,722,142 shares in 2002 and 2001, respectively |
|
120,006 |
|
|
107,221 |
|
Additional paid in capital |
|
30,642,796 |
|
|
21,133,937 |
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Retained earnings |
|
24,024,471 |
|
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15,670,885 |
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Total shareholders' equity |
|
54,787,273 |
|
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36,912,043 |
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Total liabilities and shareholders' equity |
$ |
88,314,105 |
|
$ |
77,611,819 |
See Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
____________________________________
|
Three Months Ended September 30, |
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2002 |
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2001 |
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Sales |
$ |
64,065,349 |
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$ |
55,803,468 |
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Cost of products sold |
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52,657,754 |
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46,442,232 |
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Gross profit |
|
11,407,595 |
|
|
9,361,236 |
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Operating expenses: |
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|
|
|
|
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Research and development |
|
1,750,013 |
|
|
1,555,112 |
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Selling, general and administrative |
|
4,869,064 |
|
|
4,818,681 |
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Operating income |
|
4,788,518 |
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2,987,443 |
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|
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Other income / (expense): |
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|
|
|
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Interest expense |
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(86,234 |
) |
|
(328,389 |
) |
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Interest and other income (expense) |
|
287,200 |
|
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(17,026 |
) |
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Earnings before taxes on income |
|
4,989,484 |
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|
2,642,028 |
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|
|
|
|
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Taxes on income |
|
1,744,619 |
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|
1,087,273 |
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Net earnings from continuing operations |
|
3,244,865 |
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|
1,554,755 |
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|
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Discontinued operations: |
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|
|
|
|
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Gain (loss) on disposal of Carpenter |
|
(108,126 |
) |
|
-- |
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|
Net earnings |
$ |
3,136,739 |
|
$ |
1,554,755 |
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Basic net earnings per share: |
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Net earnings from continuing operations |
$ |
0.27 |
|
$ |
0.15 |
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Gain (loss) from discontinued operations: |
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|
|
|
|
|
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Gain (loss) on disposal of Carpenter |
|
(0.01 |
) |
|
-- |
|
|
Basic net earnings per share |
$ |
0.26 |
|
$ |
0.15 |
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|
|
|
|
|
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Diluted net earnings per share: |
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|
|
|
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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 |
|
|
|
|
|
|
|
|
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Basic weighted average common shares outstanding |
|
11,918,000 |
|
|
10,522,000 |
|
|
|
|
|
|
|
|
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Diluted weighted average common shares outstanding |
|
12,563,000 |
|
|
10,560,000 |
|
See Notes to Condensed Consolidated Financial Statements.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
____________________________________
|
Nine Months Ended September 30, |
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2002 |
|
2001 |
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|
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Sales |
$ |
196,099,013 |
|
$ |
172,981,443 |
|
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Cost of products sold |
|
160,829,600 |
|
|
145,473,598 |
|
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Gross profit |
|
35,269,413 |
|
|
27,507,845 |
|
|
|
|
|
|
|
|
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Operating expenses: |
|
|
|
|
|
|
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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 |
|
|
|
|
|
|
|
|
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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 |
|
|
|
|
|
|
|
|
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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.
SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
____________________________________
|
Number of |
|
Common |
|
Additional Paid |
|
Retained |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2002 |
10,722,142 |
|
$107,221 |
|
$21,133,937 |
|
$15,670,885 |
|
$36,912,043 |
|
|
|
|
|
|
|
|
|
|
|
|
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Net proceeds from exercise |
|
|
|
|
|
|
|
|
|
|
|
of stock options including |
|
|
|
|
|
|
|
|
|
|
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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: |
|
|
|
|
|
|
|
|
|
|
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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.
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) |
|
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.
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.
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, |
|
December 31, |
|
||
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
-- |
|
|
-- |
|
|
|
|
|
(108 |
) |
|
(108 |
) |
|
Segment earnings |
|
2,688 |
|
|
301 |
|
|
|
|
|
148 |
|
|
3,137 |
|
|
Segment assets |
|
38,053 |
|
|
28,628 |
|
$ |
4,543 |
|
|
17,090 |
|
|
88,314 |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
961 |
|
|
176 |
|
|
-- |
|
|
(50 |
) |
|
1,087 |
|
|
Segment earnings (loss) from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
< | ||||||||||||||