x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012.
|
OR | |
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to _____________________
|
Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
|
38-2078923
(I.R.S. Employer Identification No.)
|
|
1541 Reynolds Road
Charlotte, Michigan
(Address of Principal Executive Offices)
|
48813
(Zip Code)
|
Yes
|
X
|
No
|
Yes
|
X
|
No
|
|
Large accelerated filer
|
o |
Accelerated filer
|
x | |
Non-accelerated filer
|
o |
Smaller Reporting Company
|
o |
Yes
|
No
|
X
|
Class
|
Outstanding at
April 30, 2012
|
|
Common stock, $.01 par value
|
33,878,053 shares
|
Page
|
||||
FORWARD-LOOKING STATEMENTS
|
3
|
|||
PART I. FINANCIAL INFORMATION
|
||||
Item 1.
|
Financial Statements:
|
|||
Condensed Consolidated Balance Sheets – March 31, 2012 (Unaudited)
and December 31, 2011
|
4
|
|||
Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 2012 and 2011 (Unaudited)
|
5
|
|||
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2012 and 2011 (Unaudited)
|
6
|
|||
Condensed Consolidated Statement of Shareholders’
Equity - Three Months Ended March 31, 2012 (Unaudited)
|
7
|
|||
Notes to Condensed Consolidated Financial Statements
|
8
|
|||
Item 2.
|
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
|
16
|
||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
30
|
||
Item 4.
|
Controls and Procedures
|
30
|
||
PART II. OTHER INFORMATION
|
||||
Item 1A.
|
Risk Factors
|
31
|
||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
31
|
||
Item 6.
|
Exhibits
|
32
|
||
SIGNATURES
|
33
|
|||
EXHIBIT INDEX
|
•
|
Constrained government budgets may have a negative effect on the Company’s business and its operations.
|
•
|
The integration of businesses or assets we have acquired or may acquire in the future involves challenges that could disrupt our business and harm our financial condition.
|
•
|
When we introduce new products, we may incur expenses that we did not anticipate, such as recall expenses, resulting in reduced earnings.
|
•
|
Changes in economic conditions, including changes in interest rates, credit availability, financial market performance and the Company’s industries can have adverse affects on its earnings and financial condition, as well as its customers, dealers and suppliers. In particular, the Company could be adversely affected by the economic impact to its supply base, including those members of the supply base that support the automobile industry.
|
•
|
Changes in relationships with major customers and suppliers could significantly affect the Company’s revenues and profits
.
|
•
|
Amendments of the laws and regulations governing our businesses, or the promulgation of new laws and regulations, could have a material impact on the Company’s operations.
|
•
|
We source components from a variety of domestic and global suppliers who may be subject to disruptions from natural or man-made causes. Disruptions in our supply of components could have a material and adverse impact on our results of operations or financial position.
|
•
|
Changes in the markets we serve may, from time to time, require us to re-configure our production lines or re-locate production of products between buildings or to new locations in order to maximize the efficient utilization of our production capacity. Costs incurred to effect these re-configurations may exceed our estimates and efficiencies gained may be less than anticipated.
|
March 31
|
|||||||
2012
|
December 31,
|
||||||
(Unaudited)
|
2011
|
||||||
ASSETS
|
|||||||
Current assets:
|
|||||||
Cash and cash equivalents
|
$ | 39,441 | $ | 31,677 | |||
Accounts receivable, less allowance of $675 and $749
|
43,141 | 40,042 | |||||
Inventories
|
58,737 | 66,991 | |||||
Deferred income tax assets
|
6,425 | 6,425 | |||||
Income taxes receivable
|
3,003 | 1,479 | |||||
Assets held for sale
|
3,432 | - | |||||
Other current assets
|
2,757 | 2,454 | |||||
Total current assets
|
156,936 | 149,068 | |||||
Property, plant and equipment, net
|
56,317 | 65,399 | |||||
Goodwill
|
20,816 | 20,816 | |||||
Intangible assets, net
|
11,720 | 11,943 | |||||
Other assets
|
1,561 | 1,383 | |||||
TOTAL ASSETS
|
$ | 247,350 | $ | 248,609 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|||||||
Accounts payable
|
$ | 22,552 | $ | 21,649 | |||
Accrued warranty
|
5,853 | 5,802 | |||||
Accrued customer rebates
|
1,093 | 1,546 | |||||
Accrued compensation and related taxes
|
5,816 | 5,670 | |||||
Deposits from customers
|
6,867 | 7,902 | |||||
Other current liabilities and accrued expenses
|
8,175 | 7,772 | |||||
Current portion of long-term debt
|
55 | 55 | |||||
Total current liabilities
|
50,411 | 50,396 | |||||
Other non-current liabilities
|
3,168 | 2,932 | |||||
Long-term debt, less current portion
|
5,071 | 5,084 | |||||
Deferred income tax liabilities
|
7,359 | 7,359 | |||||
Shareholders' equity:
|
|||||||
Preferred stock, no par value: 2,000
shares authorized (none issued)
|
- | - | |||||
Common stock, $0.01 par value; 40,000 shares
authorized; 33,873 and 33,596 outstanding
|
339 | 336 | |||||
Additional paid in capital
|
71,660 | 71,145 | |||||
Retained earnings
|
109,342 | 111,357 | |||||
Total shareholders' equity
|
181,341 | 182,838 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 247,350 | $ | 248,609 |
Three Months Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Sales
|
$ | 118,812 | $ | 95,133 | ||||
Cost of products sold
|
101,453 | 82,171 | ||||||
Restructuring charge
|
3,615 | - | ||||||
Gross profit
|
13,744 | 12,962 | ||||||
Operating expenses:
|
||||||||
Research and development
|
3,775 | 3,548 | ||||||
Selling, general and administrative
|
11,596 | 10,743 | ||||||
Restructuring charge
|
1,793 | - | ||||||
Total operating expenses
|
17,164 | 14,291 | ||||||
Operating loss
|
(3,420 | ) | (1,329 | ) | ||||
Other income (expense):
|
||||||||
Interest expense
|
(91 | ) | (95 | ) | ||||
Interest and other income
|
207 | 84 | ||||||
Total other income (expense)
|
116 | (11 | ) | |||||
Loss before taxes
|
(3,304 | ) | (1,340 | ) | ||||
Taxes
|
(1,289 | ) | (442 | ) | ||||
Net loss
|
$ | (2,015 | ) | $ | (898 | ) | ||
Basic and Diluted net loss per share
|
$ | (0.06 | ) | $ | (0.03 | ) | ||
Basic and Diluted weighted average common shares outstanding
|
33,019 | 32,652 |
Three Months Ended March 31,
|
|||||||
2012
|
2011
|
||||||
Cash flows from operating activites:
|
|||||||
Net loss
|
$ | (2,015 | ) | $ | (898 | ) | |
Adjustments to reconcile net loss to net cash
provided by operating activities:
|
|||||||
Depreciation and amortization
|
2,392 | 2,397 | |||||
Loss on disposal and impairment of assets
|
4,594 | 72 | |||||
Expense from changes in fair value of contingent consideration
|
407 | 64 | |||||
Tax (benefit) expense related to stock incentive plan transactions
|
6 | (14 | ) | ||||
Stock based compensation related to stock awards
|
453 | 437 | |||||
Decrease (increase) in operating assets:
|
|||||||
Accounts receivable
|
(3,099 | ) | 10,926 | ||||
Inventories
|
8,254 | (1,275 | ) | ||||
Income taxes receivable
|
(1,524 | ) | (313 | ) | |||
Other assets
|
(303 | ) | 272 | ||||
Increase (decrease) in operating liabilities:
|
|||||||
Accounts payable
|
903 | 6,810 | |||||
Accrued warranty
|
51 | 195 | |||||
Accrued customer rebates
|
(453 | ) | (1 | ) | |||
Accrued compensation and related taxes
|
146 | 130 | |||||
Deposits from customers
|
(1,035 | ) | (1,372 | ) | |||
Other current liabilites and accrued expenses
|
(8 | ) | (1,189 | ) | |||
Taxes on income
|
58 | 346 | |||||
Total adjustments
|
10,842 | 17,485 | |||||
Net cash provided by operating activities
|
8,827 | 16,587 | |||||
Cash flows from investing activities:
|
|||||||
Purchases of property, plant and equipment
|
(1,115 | ) | (1,440 | ) | |||
Proceeds from sale of property, plant and equipment
|
1 | - | |||||
Acquisition of business, net of cash acquired
|
- | (4,685 | ) | ||||
Net cash used in investing activities
|
(1,114 | ) | (6,125 | ) | |||
Cash flows from financing activities:
|
|||||||
Proceeds from long-term debt
|
- | 17 | |||||
Payments on long-term debt
|
(14 | ) | (25 | ) | |||
Net proceeds from the exercise, vesting
or cancellation of stock incentive awards
|
71 | 18 | |||||
Cash retained (paid) related to tax impact of
stock incentive plan transactions
|
(6 | ) | 14 | ||||
Net cash provided by financing activities
|
51 | 24 | |||||
Net increase in cash and cash equivalents
|
7,764 | 10,486 | |||||
Cash and cash equivalents at beginning of period
|
31,677 | 14,507 | |||||
Cash and cash equivalents at end of period
|
$ | 39,441 | $ | 24,993 |
Number of
|
Common
|
Additional
|
Retained
|
Total Shareholders'
|
||||||||||||||||
Shares
|
Stock
|
Paid In Capital
|
Earnings
|
Equity
|
||||||||||||||||
Balance at December 31, 2011
|
33,596 | $ | 336 | $ | 71,145 | $ | 111,357 | $ | 182,838 | |||||||||||
Issuance of common stock and the tax
impact of stock incentive plan transactions
|
(39 | ) | - | 65 | - | 65 | ||||||||||||||
Issuance of restricted stock, net of
cancellation
|
316 | 3 | (3 | ) | - | - | ||||||||||||||
Stock based compensation expense related
to restricted stock
|
- | - | 453 | - | 453 | |||||||||||||||
Net loss
|
- | - | - | (2,015 | ) | (2,015 | ) | |||||||||||||
Balance at March 31, 2012
|
33,873 | $ | 339 | $ | 71,660 | $ | 109,342 | $ | 181,341 |
March 31,
|
December 31,
|
||||||
2012
|
2011
|
||||||
Finished goods
|
$
|
11,367
|
$
|
14,763
|
|||
Work in process
|
15,408
|
18,518
|
|||||
Raw materials and purchased components
|
35,871
|
37,275
|
|||||
Reserve for slow-moving inventory
|
(3,909
|
)
|
(3,565
|
)
|
|||
$
|
58,737
|
$
|
66,991
|
Cash and cash equivalents
|
$ | 25 | ||
Accounts receivable
|
635 | |||
Inventory
|
1,352 | |||
Other current assets
|
7 | |||
Property, plant and equipment
|
451 | |||
Intangible assets
|
1,650 | |||
Goodwill
|
2,397 | |||
Total assets acquired
|
6,517 | |||
Accounts payable
|
186 | |||
Accrued warranty
|
140 | |||
Other current liabilities
|
31 | |||
Other non-current liabilities
|
180 | |||
Total liabilities assumed
|
537 | |||
Total purchase price
|
$ | 5,980 |
March 31,
2012
|
December 31,
2011
|
|||||||
Note payable to Prudential Investment Management, Inc.
Principal due December 1, 2016 with quarterly interest
only payments of $68 at 5.46%. Unsecured debt. (1)
|
$ | 5,000 | $ | 5,000 | ||||
Line of credit revolver (2)
|
-- | -- | ||||||
Capital lease obligations
|
126 | 139 | ||||||
Total debt
|
5,126 | 5,139 | ||||||
Less current portion of long-term debt
|
(55 | ) | (55 | ) | ||||
Total long-term debt
|
$ | 5,071 | $ | 5,084 |
|
(1)
|
The Company has a private shelf agreement with Prudential Investment Management, Inc., which allows the Company to borrow up to $45,000 to be issued in $5,000 minimum increments. The interest rate is determined based on applicable rates at the time of issuance. The Company had $5,000 of private placement notes outstanding at March 31, 2012 and December 31, 2011 with Prudential Investment Management, Inc.
|
|
(2)
|
The Company’s primary line of credit is a $70,000 unsecured revolving line with Wells Fargo Bank and JPMorgan Chase Bank, expiring on December 16, 2016. Both lending institutions equally share this commitment. This line carries an interest rate of the higher of either (i) the highest of prime rate, the federal funds effective rate plus 0.5%, or the one month adjusted LIBOR plus 1.00%; or (ii) adjusted LIBOR plus margin based upon the Company’s ratio of debt to earnings from time to time. The Company had no borrowings on this line at March 31, 2012 or December 31, 2011. General Motors Company (“GM”) has the ability to draw up to $5,000 against the Company’s primary line of credit in relation to chassis supplied to Utilimaster under a chassis bailment inventory program, resulting in net available borrowings of $65,000 at March 31, 2012. See Note 6,
Commitments and Contingent Liabilities
for further information about this chassis bailment inventory program. The applicable borrowing rate including margin was 3.25% at March 31, 2012.
|
Segment
|
||||||||||||
Delivery and
Service Vehicles
|
Specialty
Vehicles
|
Total
|
||||||||||
Cost of products sold
|
||||||||||||
Asset Impairment
|
$ | 3,372 | $ | - | $ | 3,372 | ||||||
Bristol relocation costs
|
98 | - | 98 | |||||||||
Accrual for severance
|
- | 145 | 145 | |||||||||
Total cost of products sold
|
3,470 | 145 | 3,615 | |||||||||
Operating expenses
|
||||||||||||
Asset Impairment
|
1,153 | - | 1,153 | |||||||||
Bristol relocation costs
|
47 | - | 47 | |||||||||
Accrual for severance
|
- | 593 | 593 | |||||||||
Total operating expenses
|
1,200 | 593 | 1,793 | |||||||||
Total restructuring
|
$ | 4,670 | $ | 738 | $ | 5,408 |
Severance
|
||||
Balance as of Jan 1, 2012
|
$ | -- | ||
Accrual for severance
|
738 | |||
Payments made in period
|
(81 | ) | ||
Balance as of March 31, 2012
|
$ | 657 |
2012
|
2011
|
|||||||
Balance of accrued warranty at January 1
|
$ | 5,802 | $ | 5,702 | ||||
Warranties issued during the period
|
1,287 | 685 | ||||||
Cash settlements made during the period
|
(918 | ) | (911 | ) | ||||
Changes in liability for pre-existing warranties during
the period, including expirations
|
(318 | ) | 421 | |||||
Balance of accrued warranty at March 31
|
$ | 5,853 | $ | 5,897 |
Business Segments | ||||||||||||||||
Specialty
Vehicles
|
Delivery and
Service Vehicles
|
Other
|
Consolidated
|
|||||||||||||
Motor home chassis sales
|
$ | 18,562 | $ | -- | $ | -- | $ | 18,562 | ||||||||
Emergency response chassis sales
|
24,564 | -- | -- | 24,564 | ||||||||||||
Emergency response bodies sales
|
9,322 | -- | -- | 9,322 | ||||||||||||
Utilimaster product sales
|
-- | 37,114 | -- | 37,114 | ||||||||||||
Other product sales
|
||||||||||||||||
Vehicles
|
1,165 | -- | -- | 1,165 | ||||||||||||
Aftermarket parts and assemblies
|
6,351 | 21,734 | -- | 28,085 | ||||||||||||
Sales
|
$ | 59,964 | $ | 58,848 | $ | -- | $ | 118,812 | ||||||||
Interest expense
|
$ | -- | $ | 23 | $ | 68 | $ | 91 | ||||||||
Depreciation and amortization expense
|
1,073 | 730 | 589 | 2,392 | ||||||||||||
Taxes (credit) on income
|
(981 | ) | 509 | (817 | ) | (1,289 | ) | |||||||||
Net earnings (loss)
|
(1,535 | ) | 795 | (1,275 | ) | (2,015 | ) | |||||||||
Capital expenditures
|
249 | 389 | 477 | 1,115 | ||||||||||||
Segment assets
|
90,834 | 73,408 | 83,108 | 247,350 |
Business Segments
|
||||||||||||||||
Specialty
Vehicles
|
Delivery and
Service Vehicles
|
Other
|
Consolidated
|
|||||||||||||
Motor home chassis sales
|
$ | 19,033 | $ | -- | $ | -- | $ | 19,033 | ||||||||
Emergency response chassis sales
|
30,617 | -- | -- | 30,617 | ||||||||||||
Emergency response bodies sales
|
7,945 | -- | -- | 7,945 | ||||||||||||
Utilimaster product sales
|
-- | 19,339 | -- | 19,339 | ||||||||||||
Other product sales
|
||||||||||||||||
Vehicles
|
4,463 | -- | -- | 4,463 | ||||||||||||
Aftermarket parts and assemblies
|
9,428 | 4,308 | -- | 13,736 | ||||||||||||
Sales
|
$ | 71,486 | $ | 23,647 | $ | -- | $ | 95,133 | ||||||||
Interest expense
|
$ | 5 | $ | 90 | $ | -- | $ | 95 | ||||||||
Depreciation and amortization expense
|
1,239 | 572 | 586 | 2,397 | ||||||||||||
Taxes (credit) on income
|
416 | (425 | ) | (433 | ) | (442 | ) | |||||||||
Net earnings (loss)
|
673 | (863 | ) | (708 | ) | (898 | ) | |||||||||
Capital expenditures
|
480 | 960 | -- | 1,440 | ||||||||||||
Segment assets
|
105,214 | 67,035 | 73,941 | 246,190 |
Three Months Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Sales
|
100.0 | 100.0 | ||||||
Cost of products sold
|
85.4 | 86.4 | ||||||
Restructuring charge
|
3.0 | -- | ||||||
Gross profit
|
11.6 | 13.6 | ||||||
Operating expenses:
|
||||||||
Research and development
|
3.2 | 3.7 | ||||||
Selling, general and administrative
|
9.8 | 11.3 | ||||||
Restructuring charge
|
1.5 | -- | ||||||
Operating loss
|
(2.9 | ) | (1.4 | ) | ||||
Other expense, net
|
0.1 | 0.0 | ||||||
Loss before taxes
|
(2.8 | ) | (1.4 | ) | ||||
Taxes
|
(1.1 | ) | (0.5 | ) | ||||
Net loss
|
(1.7 | ) | (0.9 | ) |
Income Statement Data
|
||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||
Three Months Ended March 31,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Amount
|
%
|
Amount
|
%
|
|||||||||||||
Sales
|
$ | 59,964 | 100.0 | % | $ | 71,486 | 100.0 | % | ||||||||
Net earnings (loss)
|
(1,535 | ) | -2.6 | % | 673 | 0.9 | % | |||||||||
Segment assets
|
90,834 | 105,214 |
Income Statement Data
|
||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||
Three Months Ended March 31,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Amount
|
%
|
Amount
|
%
|
|||||||||||||
Sales
|
$ | 58,848 | 100.0 | % | $ | 23,647 | 100.0 | % | ||||||||
Net earnings
|
795 | 1.4 | % | (863 | ) | -3.6 | % | |||||||||
Segment assets
|
73,408 | 67,035 |
Working Capital
|
||||||||||||
(In thousands)
|
||||||||||||
March 31,
2012
|
December 31,
2011
|
Change
|
||||||||||
Current assets
|
$ | 156,936 | $ | 149,068 | $ | 7,868 | ||||||
Current liabilities
|
50,411 | 50,396 | 15 | |||||||||
Working capital
|
$ | 106,525 | $ | 98,672 | $ | 7,853 |
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total
Number of
Shares
Purchased
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
|
Number of Shares that
May Yet Be Purchased
Under the Plans or
Programs
|
||||||||||||
January 1 to January 31
|
-- | -- | -- | 1,000,000 | ||||||||||||
February 1 to February 29
|
-- | -- | -- | 1,000,000 | ||||||||||||
March 1 to March 31
|
4,343 | $ | 5.44 | -- | 1,000,000 | |||||||||||
Total
|
4,343 | $ | 5.44 | -- | 1,000,000 |
Exhibit No.
|
Document
|
|
10.1
|
Lease agreement dated February 13, 2012 between Fruit Hills Investments, LLC and Spartan Motors, Inc.
|
|
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.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Schema Document
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
|
101.LAB
|
XBRL Label Linkbase Document
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
Date: May 8, 2012
|
SPARTAN MOTORS, INC.
|
|
By
|
/s/ Joseph M. Nowicki
|
|
Joseph M. Nowicki
Chief Financial Officer and Treasurer, and
Chief/Corporate Compliance Officer
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
Document
|
|
10.1
|
Lease agreement dated February 13, 2012 between Fruit Hills Investments, LLC and Spartan Motors, Inc.
|
|
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.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
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XBRL Schema Document
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101.CAL
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XBRL Calculation Linkbase Document
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101.DEF
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XBRL Definition Linkbase Document
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101.LAB
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XBRL Label Linkbase Document
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101.PRE
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XBRL Presentation Linkbase Document
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1.
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Definitions. For the purposes of this Lease, unless the context otherwise requires:
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1
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2.
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Leased Premises; Term; Contingencies.
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2
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3.
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Rent.
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3
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4.
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Additional Rent
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3
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5.
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Taxes and Other Government Charges.
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3
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6.
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Utilities
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4
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7.
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Use of Premises
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4
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8.
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Maintenance and Repair
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5
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9.
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Alterations
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5
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10.
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Covenant against Liens
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5
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11.
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Compliance with Laws.
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5
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12.
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Environmental.
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6
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13.
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Landlord’s Representations and Warranties.
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7
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14.
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Indemnification; Tenant's Property.
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8
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15.
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Assignment and Subletting
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9
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16.
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Tenant's Default
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9
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17.
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Landlord’s Remedies for Tenant's Default.
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9
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18.
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Landlord’s Default; Tenant’s Remedies
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10
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19.
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Termination; Surrender of Possession
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10
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20.
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Holding Over
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10
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21.
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Eminent Domain
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11
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22.
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No Waiver
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11
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23.
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Destruction--Fire or Other Cause.
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12
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24.
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Insurance
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12
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25.
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Signs
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12
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26.
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Brokerage Commission
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12
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27.
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Option to Renew
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13
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28.
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Notices
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13
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29.
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Heirs and Assigns
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13
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30.
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Quiet Enjoyment .
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13
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31.
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Subordination, Nondisturbance and Attornment
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13
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32.
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Estoppel Certificates.
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14
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33.
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Entire Agreement
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15
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34.
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Pronouns
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15
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35.
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Choice of Law
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15
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36.
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Third Parties
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15
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37.
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Headings
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15
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38.
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Accord and Satisfaction
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15
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39.
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Counterparts
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15
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40.
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Agreement to not Record
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15
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41.
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Option to Buy
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15
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42.
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Right of First Refusal
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17
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(i)
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Tenant shall, at its expense, secure a survey of the Premises that confirms there are no encumbrances that materially interfere with Tenant's planned use of the Premises;
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(ii)
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Tenant shall have secured written commitments from the applicable Governmental Authority for Tenant's economic development incentives,including tax abatements; and
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(iii)
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Landlord has approved Tenant's proposed Alterations.
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1.
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I have reviewed this quarterly report on Form 10-Q of Spartan Motors, Inc.;
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2.
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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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3.
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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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4.
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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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a)
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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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b)
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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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c)
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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)
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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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5.
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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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a)
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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)
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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: May 8, 2012
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/s/ John E. Sztykiel
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John E. Sztykiel
President and Chief Executive Officer
Spartan Motors, Inc.
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1.
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I have reviewed this quarterly report on Form 10-Q of Spartan Motors, Inc.;
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2.
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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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3.
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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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4.
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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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a)
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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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b)
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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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c)
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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)
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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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5.
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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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a)
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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)
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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: May 8, 2012
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/s/ Joseph M. Nowicki
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Joseph M. Nowicki
Chief Financial Officer and Treasurer
Spartan Motors, Inc.
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1.
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The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2012 (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.
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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: May 8, 2012
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/s/ John E. Sztykiel
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John E. Sztykiel
President and Chief Executive Officer
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Dated: May 8, 2012
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/s/ Joseph M. Nowicki
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Joseph M. Nowicki
Chief Financial Officer and Treasurer
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