The Shyft Group - 10-Q quarterly report FY

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

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

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes    X                 No         

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes                       No    X    

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

SPARTAN MOTORS, INC.

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:

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

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

See Accompanying Notes to Condensed Consolidated Financial Statements.

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

See Accompanying Notes to Condensed Consolidated Financial Statements.

SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
__________________________

See Accompanying Notes to Condensed Consolidated Financial Statements.

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

See Accompanying Notes to Condensed Consolidated Financial Statements.

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

See Accompanying Notes to Condensed Consolidated Financial Statements.

SPARTAN MOTORS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Note 1

For a description of the accounting policies followed refer to the notes to the Spartan Motors, Inc. (the "Company") consolidated financial statements for the year ended December 31, 2004, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2005.

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, 2005 and the results of operations and cash flows for the three- and nine- month periods ended September 30, 2005 and 2004.

Note 3

The results of operations for the nine-month period ended September 30, 2005 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:

Note 5

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 on to the end customer of the Company's products.

Note 5 (continued)

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 are based on historical experience, the number of units involved and the extent of features and components included in product models.

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:

For the nine months ended September 30:

Note 6

The Company has repurchase agreements with certain third-party lending institutions that have provided floor plan financing to customers. These agreements provide for the repurchase of products from the lending institution in the event of the customer's default. The total contingent liability on September 30, 2005 was $0.2 million. 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 7

The effective income tax rate was 40.4% in the third quarter of 2005 and 33.8% in the third quarter of 2004. The effective tax rate for the third quarter of 2005 was impacted by a deferred tax asset valuation adjustment of $0.2 million. This adjustment was due to a change in estimate impacting the expected allowable contribution carryovers to be utilized in 2005. The effective tax rate for 2004 is consistent with the applicable federal and state statutory tax rates.

The effective income tax rate was 37.7% for the first nine months of 2005 and 33.6% for the first nine months of 2004. The effective tax rate for 2005 was impacted by a deferred tax asset valuation adjustment of $0.2 million. This adjustment was due to a change in estimate impacting the expected allowable contribution carryovers to be utilized in 2005. The effective tax rate for 2004 is consistent with the applicable federal and state statutory tax rates.

Note 8

The Company follows Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its stock option plans. Under APB Opinion No. 25, no compensation expense is recognized because the exercise price of the Company's stock options equals the market price of the underlying stock on the date of grant. Had compensation cost for the Company's stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, the Company's net earnings and net earnings per share for the three and nine months ended September 30, 2005 and 2004 would have been the pro forma amounts indicated below.

Note 8 (continued)

On September 30, 2005 the Company granted 86,700 shares of restricted stock which will vest over a three-year period.

Note 9

Sales and other financial information by business segment are as follows:

Three Months Ended September 30, 2005
(amounts in thousands)

Three Months Ended September 30, 2004
(amounts in thousands)

Note 9 (continued)

Nine Months Ended September 30, 2005
(amounts in thousands)

Nine Months Ended September 30, 2004
(amounts in thousands)

Note 10

New and Pending Accounting Pronouncements. In December 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R), which replaces SFAS No. 123 and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative. The Company is required to adopt SFAS No. 123R no later than January 1, 2006. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The permitted transition methods include either retrospective or prospective adoption. Under the retrospective option , prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of SFAS No. 123R, while the retrospective methods would record compensation expense for all unvested stock options beginning with the first period presented. The Company believes the adoption of SFAS No. 123(R) will have an impact on the Company's consolidated results of operations and financial position but has not yet determined whether adoption will result in compensation expense materially different than the amounts disclosed in Note 8 above to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, handling costs and wasted material (spoilage). Among other provisions, the new rule requires that such items be recognized as current-period charges, regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect that adoption of SFAS No. 151 will have a material effect on its consolidated financial position, consolidated results of operations, or liquidity.

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, 2005 compared to the three-and nine-month periods ended September 30, 2004. The comments that follow should be read in conjunction with the Company's condensed consolidated financial statements and related notes contained in this Form 10-Q.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components of the Company's consolidated statements of operations, on an actual basis, as a percentage of sales:

Quarter Ended September 30, 2005, Compared to the Quarter Ended September 30, 2004

For the three months ended September 30, 2005, consolidated sales decreased $2.4 million (2.6%) to $89.3 million, from $91.7 million in the third quarter of 2004. Chassis Group sales for this period decreased by $3.7 million (4.5%) to $78.2 million, from $81.9 million in the third quarter of 2004. This decrease was due to lower sales of motorhome chassis. During the third quarter of 2005, motorhome chassis sales were $13.1 million (22.0%) lower than in the third quarter of 2004. This decrease was due primarily to the Chassis Group having lost certain business from one of its top customers and an overall softening in the motorhome market.

Fire truck chassis sales in the third quarter of 2005 increased $4.0 million (19.6%) to $24.4 million, from $20.4 million in the same period of 2004. The fire truck market remains strong in 2005, with a continuing focus by fire departments on making sure their equipment is sufficient to respond to the variety of emergencies that are on their growing list of responsibilities.

EVTeam sales increased by $3.1 million (24.7%) during the third quarter of 2005 compared with the prior year's third quarter. Road Rescue sales were up by $1.0 million (18.9%), Crimson Fire's sales were up by $2.1 million (30.1%) and Crimson Fire Aerials sales were down by $.01 million (5.7%). The increase at Road Rescue was due primarily to a higher production run rate. Crimson Fire's sales were higher due primarily to improved production throughput.

Gross margin increased from 12.2% for the quarter ended September 30, 2004 to 15.1% for the same period of 2005. This increase is due primarily to an improved product sales mix due to the increased sales of fire truck chassis and the new sales of military vehicles chassis. Also contributing to the improved gross margin is a decrease in steel surcharges quarter to quarter.

Operating expenses as a percentage of sales increased from 9.1% for the third quarter of 2004 to 10.3% for the third quarter of 2005. This increase is due primarily to a lower sales level and increased incentive bonuses based on the improved results when comparing the third quarter of 2005 to the third quarter of 2004.

The effective income tax rate was 42.4% in the third quarter of 2005 and 33.8% in the third quarter of 2004. The effective tax rate for the third quarter of 2005 was impacted by a deferred tax asset valuation adjustment of $0.2 million. This adjustment was due to a reduction in the expected allowable contribution carryovers that are to be utilized in 2005. The effective tax rate for 2004 is consistent with the applicable federal and state statutory tax rates.

Net earnings increased to $2.7 million ($0.21 per diluted share) in the third quarter of 2005 from $1.9 million ($0.15 per diluted share) in the third quarter of 2004 as a result of the factors discussed above.

Total chassis orders received during the third quarter of 2005 decreased 37.1% compared to the same period in 2004. This reflects a 46.6% decrease in motorhome chassis orders combined with a 60.4% increase in fire truck chassis orders. Based on average order lead-time, the Company estimates that approximately one-third of the motorhome and none of the fire truck chassis orders received during the three-month period ended September 30, 2005 were produced and delivered by September 30, 2005.

At September 30, 2005, the Company had $146.7 million in backlog, compared with a backlog of $106.5 million at September 30, 2004. This reflects an increase in Chassis Group backlog of $26.6 million, or 44.9%, combined with an increase in EVTeam backlog of $13.6 million, or 28.8%.

While orders in the backlog are subject to modification, cancellation or rescheduling by customers, the Company has not experienced significant modification, cancellation or rescheduling of orders in the past. Although the backlog of unfilled orders is one of many indicators of market demand, several factors, such as changes in production rates, available capacity, new product introductions and competitive pricing actions, may affect actual sales. Accordingly, a comparison of backlog from period to period is not necessarily indicative of eventual actual shipments.

Nine-Month Period Ended September 30, 2005, Compared to the Nine-Month Period Ended September 30, 2004

For the nine months ended September 30, 2005, consolidated sales increased $35.6 million (15.3%) to $267.6 million, from $232.0 million in the first nine months of 2004. Chassis Group sales for this period increased by $26.8 million (13.2%). The majority of this increase was due to higher sales of motorhome chassis. During the first nine months of 2005, motorhome chassis sales were $15.6 million (11.3%) higher than during the same period of 2004. This increase was due primarily to the fact that the Chassis Group had secured additional business from its two largest customers and production related to this additional business began late in the second quarter of 2004.

Coupled with the increase in motorhome chassis sales was an increase in fire truck chassis sales. Fire truck chassis sales in the first nine months of 2005 were up $3.5 million (5.9%) over the same period of 2004, which was a record period for the Company's fire truck sales. The fire truck market remains strong in 2005, with a continuing focus by fire departments on making sure their equipment is sufficient to respond to the variety of emergencies that are on their growing list of responsibilities.

EVTeam sales in the first nine months of 2005 increased by $9.6 million, or 24.3%, from the first nine months of 2004. Road Rescue sales were up by $5.4 million (40.6%), Crimson Fire Aerials sales were up by $1.0 million (284.5%) and Crimson Fire's sales were up by $3.2 million (12.3%). The increase at Road Rescue was due to the production ramp up to a higher run rate. Crimson Fire Aerials, a newly formed corporation in 2003, had minimal sales in the first nine months of 2004. Crimson Fire's sales were higher due to improved production throughput.

Gross margin increased from 13.7% for the nine months ended September 30, 2004 to 14.1% for the same period of 2005. This increase is due to higher gross margins at the Chassis Group. The Chassis Group increase is due primarily to an improved product sales mix due to the increased sales of fire truck chassis and new sales of military vehicles chassis offset by an increase in steel surcharges. The EVTeam experienced a decrease in margins, due in part to the negative impact of physical inventory and other costing adjustments.

Operating expenses as a percentage of sales decreased from 10.2% for the nine months ended September 30, 2004 to 9.9% for same period in 2005. This decrease is primarily due to higher sales levels coupled with a Company focus on keeping the base operating expense level low.

The effective income tax rate was 37.7% for the first nine months of 2005 and 33.6% for the same period in 2004. The effective tax rate for the third quarter of 2005 was impacted by a deferred tax asset valuation adjustment of $0.2 million. This adjustment was due to a reduction in the expected allowable contribution carryovers that are to be utilized in 2005. The 2004 rate differs from federal and state statutory tax rates primarily as a result of a reduction in the capital loss valuation allowance for the amount that was realized on the gain on disposal of the Company's building in Mexico.

Total chassis orders received during the first nine months of 2005 increased 7.1% compared to the same period in 2004. This is due to a 4.8% decrease in motorhome chassis orders combined with a 45.4% increase in fire truck chassis orders. Based on average order lead-time, the Company estimates that approximately eighty percent of the motorhome and thirty percent of the fire truck chassis orders received during the nine month period ended September 30, 2005 were produced and delivered by September 30, 2005.

At September 30, 2005, the Company had $146.7 million in backlog, compared with a backlog of $106.5 million at September 30, 2004. This was due to an increase in Chassis Group backlog of $26.6 million, or 44.9%, combined with an increase in EVTeam backlog of $13.6 million, or 28.8%.

While orders in the backlog are subject to modification, cancellation or rescheduling by customers, the Company has not experienced significant modification, cancellation or rescheduling of orders in the past. Although the backlog of unfilled orders is one of many indicators of market demand, several factors, such as changes in production rates, available capacity, new product introductions and competitive pricing actions, may affect actual sales. Accordingly, a comparison of backlog from period to period is not necessarily indicative of eventual actual shipments.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2005, cash provided by operating activities was $7.8 million, which was a $9.3 million change from the $1.5 million of cash used by operating activities for the nine months ended September 30, 2004. See the Condensed Consolidated Statements of Cash Flows contained in Item 1 of this Form 10-Q for further details. The cash on hand at December 31, 2004, cash provided by operations of $7.8 million, cash proceeds from sales of marketable securities of $1.5 million, cash proceeds from long-term debt $1.2 million and cash provided from the exercise of stock options of $0.8 million allowed the Company to fund $2.0 million in property, plant and equipment purchases, to purchase $2.0 million of short-term investments, to repurchase $1.0 million of the Company's stock and to pay a dividend of $1.4 million. The Company's working capital increased $6.5 million from $44.0 million at December 31, 2004 to $50.5 million at September 30, 2005. Cash and cash equivalents increased $4.9 million, from $10.5 million at December 31, 2004 to $15.4 million at September 30, 2005.

Shareholders' equity increased $5.9 million in the nine months ended September 30, 2005 to $73.4 million from $67.5 million at December 31, 2004. This change resulted from the $7.3 million in net comprehensive income of the Company and the receipt of $1.0 million from the exercise of stock options including the corresponding tax benefit net with $1.0 million for the repurchase of Company stock and $1.4 million for the payment of a dividend.

On April 26, 2005, the Board of Directors authorized management to repurchase up to a total of 500,000 shares of its common stock in open market transactions. Repurchase of common stock is contingent upon market conditions. The authorization for this repurchase program expires on April 26, 2006. If the Company were to repurchase the 500,000 shares of stock at current prices, this would cost the Company approximately $5.3 million. The Company believes that it has sufficient cash reserves to fund this stock buyback.

The Company's primary line of credit is a $15.0 million revolving note payable to a bank that expires on May 31, 2007. The Company expects to extend or refinance this line of credit in 2007. There were no borrowings under this line at September 30, 2005. Under the terms of the line of credit agreement, the Company is required to maintain certain financial ratios and other financial conditions. The agreement also prohibits the Company from incurring additional indebtedness, limits certain acquisitions, investments, advances or loans, and restricts substantial asset sales. At September 30, 2005, the Company was in compliance with all debt covenants.

The Company also has a secured line of credit for $0.2 million. The $0.2 million line carries an interest rate of 1% above the bank's prime rate (prime rate at September 30, 2005 was 6.75%) and has an expiration date of May 31, 2007. This line of credit is secured by accounts receivable, inventory and equipment. There were no borrowings under this line at September 30, 2005.

The Company also has a secured mortgage note for $150,000. The mortgage note carries an interest rate of 3.00% and is payable in monthly installments of $834 with the balance due March 1, 2009. This mortgage note is secured by land.

The Company also has a secured mortgage note for $1,250,000. The mortgage note carries an interest rate of 3.00% and is payable in monthly installments of $6,933 with the balance due July 1, 2010. This mortgage note is secured by a building.

The Company believes it has sufficient resources from cash flows from operating activities and, if necessary, from borrowings under its lines of credit to satisfy ongoing cash requirements for the next 12 months. Proceeds from existing credit facilities and anticipated renewals, along with cash flows from operations, are expected to be sufficient to meet capital needs in the foreseeable future.

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, 2005. 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, market conditions and related management initiatives. 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. See also Note 5 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.

NEW AND PENDING ACCOUNTING POLICIES

See Note 10 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, if any, 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.

The Company's primary market risk exposure is a change in interest rates in connection with its outstanding variable rate short-term and long-term debt. However, at September 30, 2005, the Company had no debt outstanding under its variable rate short-term and long-term debt agreements. The Company does not enter into market risk sensitive instruments for trading purposes.

An evaluation was performed under the supervision and with the participation of the Company's Management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2005. Based on the evaluation required by Rule 13a-15(b), the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were adequate and effective as of September 30, 2005. During the Company's third fiscal quarter ended September 30, 2005, 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

      (a)      Exhibits.  The following documents are filed as exhibits to this report on Form 10-Q:

*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.

EXHIBIT INDEX

*Management contract or compensatory plan or arrangement.