There are certain statements within this Report 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,” “will”, “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 Report. However, this list is not intended to be ~~all inclusive~~.all-inclusive. The risk factors disclosed in Item 1A “Risk Factors” of Part II of this Quarterly Report on Form 10-Q and in Part I – Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, include all known risks our management believes could materially affect the results described by forward-looking statements contained in this Report. However, those risks may not be the only risks we face. Our business, operations, and financial performance could also be affected by additional factors that are not presently known to us or that we currently consider ~~to be~~ immaterial to our operations. In addition, new risks may emerge from time to time that may cause actual results to differ materially from those contained in any forward-looking statements. We believe that the forward-looking statements contained in this Report are reasonable. However, given these risks and uncertainties, we cannot provide you with any guarantee that the anticipated results will be achieved. All forward-looking statements in this Report are expressly qualified in their entirety by the cautionary statements contained in this Section and you are cautioned not to place undue reliance on the forward-looking statements contained in this Report as a prediction of actual results. We disclaim any obligation to update or revise information contained in any forward-looking statement to reflect developments or information obtained after the date this Report is filed with the Securities and Exchange Commission.

~~SPARTAN MOTORS, INC. AND SUBSIDIARIES~~
~~CONDENSED~~ ~~CONSOLIDATED STATEMENTS OF~~ ~~OPERATIONS~~

S~~PARTAN MOTORS, INC. AND SUBSIDIARIES~~
~~CONDENSED~~ ~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

SPARTAN MOTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED CONSOLIDATED ~~STATEMENT OF SHAREHOLDERS’ EQUITY~~FINANCIAL STATEMENTS

NOTE 1 - GENERAL AND SUMMARY OF ACCOUNTING POLICIES

~~See Accompanying Notes~~For a description of key accounting policies followed, refer to ~~Condensed Consolidated~~the notes to the Spartan Motors, Inc. (the “Company”, “we”, “our” or “us”) consolidated financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1,2018. Refer to the Adoption of Revenue Recognition Accounting Policy section below for the adoption of a new revenue recognition standard in the first quarter of 2018.

We are a niche market leader in the engineering and manufacturing of heavy-duty, purpose-built specialty vehicles. Our products include: walk-in vans and truck bodies used in e-commerce/parcel delivery; up-fit equipment used in the mobile retail, and utility trades; fire trucks and fire truck chassis; luxury Class A diesel motor home chassis; military vehicles; and contract manufacturing and assembly services. We also supply replacement parts and offer repair, maintenance, field service and refurbishment services for the vehicles that we manufacture. Our operating activities are conducted through our wholly-owned operating subsidiary, Spartan Motors USA, Inc. (“Spartan USA”), with locations in Charlotte, Michigan; Brandon, South Dakota; Ephrata, Pennsylvania; Bristol, Indiana; Snyder and Neligh, Nebraska; and Delevan, Wisconsin, along with contract manufacturing in Kansas City, Missouri and Saltillo, Mexico.

The accompanying unaudited interim condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair presentation of our financial position as of March 31, 2018, the results of operations for the three-month period ended March 31, 2018 and the cash flows for the three-month period ended March 31, 2018. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2017.

The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results expected for the full year.

We are required to disclose the fair value of our financial instruments in accordance with Financial ~~Statements.~~Accounting Standards Board (“FASB”) Codification relating to “Disclosures about Fair Values of Financial Instruments.” The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and our variable rate debt instruments approximate their fair value at March 31, 2018 and December 31, 2017.

Certain immaterial amounts in the prior periods’ financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no impact on previously reported Net income (loss) or Total shareholders’ equity.

New Accounting Standards

In March 2018, the FASB issued Accounting Standards Update No.2018-05,Income Taxes (Topic 740) (“ASU 2018-05”). ASU 2018-05 is intended to provide guidance on the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in our financial statements in the reporting period in which the Tax Cuts and Jobs Act was enacted. ASU 2018-05 went into effect when the Tax Cuts and Jobs Act was enacted on December 22, 2017 and includes a one-year remeasurement period. We are currently evaluating the impact that the enactment of the Tax Cuts and Jobs Act will have on our financial statements, but do not expect any resulting changes to have a material impact on our consolidated financial position, results of operations or cash flows.

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

~~NOTE~~In February 2017, the FASB issued Accounting Standards Update No.2017-05,Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) (“ASU 2017-05”). ASU 2017-05 is intended to provide guidance for when gains and losses on nonfinancial assets should be applied to a financial asset by defining the term “nonfinancial asset”. ASU 2017-05 became effective for us beginning in the first quarter of 2018. The adoption of the provisions of ASU 2017-05 did not have an impact on our consolidated financial position, results of operations or cash flows.

In June 2016, the FASB issued Accounting Standards Update 2016-13,Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. We believe that the adoption of the provisions of ASU 2016-13 will not have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2016, the FASB issued Accounting Standards Update No.2016-02,Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees with capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of ASU 2016-02 on our consolidated financial position, results of operations and cash flows. Upon adoption, we expect to recognize right of use assets and liabilities on the consolidated statement of financial position for leases currently classified as operating leases.

In January 2018, the FASB issued Accounting Standards Update No.2018-01,Leases (Topic 842) (“ASU 2018-01”). The new standard provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. We are currently evaluating the impact of our pending adoption of ASU 2018-01 on our consolidated financial position, results of operations and cash flows.

In May 2014, the FASB issued Accounting Standards Update 2014-09,Revenue from Contracts with Customers (“ASU 2014-09”). Subsequently, the FASB provided additional guidance to clarify certain aspects of the standard in Accounting Standards Updates No.2016-08, Revenue from Contracts with Customers (ASU 2014-09), Principal versus Agent Considerations (Reporting Revenue Gross versus Net); No.2016-10,Revenue from Contracts with Customers (ASU 2014-09), Identifying Performance Obligations and Licensing; and No.2016-12,Revenue from Contracts with Customers (ASU 2014-09), Narrow-Scope Improvements and Practical Expedients. ASU 2014-09, as amended, is based on the principle that revenue should be recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective approach. See the “Adoption of Revenue Recognition Accounting Policy” section below for a description of the impact of the adoption of the provisions of ASU 2014- ~~GENERAL~~09 on our consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued Accounting Standards Update No.2016-08,Revenue from Contracts with Customers (ASU 2014-09), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 clarifies the implementation guidance for principal-versus-agent considerations in the revenue recognition standard. A principal-versus-agent consideration applies to sales that involve two or more suppliers to a customer. Each participant in the sale must determine whether they control the good or service and are entitled to the gross amount of the transaction or are acting as an agent and should collect only a fee or commission for arranging the sale. ASU 2016-08 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective. We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective approach. See the “Adoption of Revenue Recognition Accounting Policy” section below for a description of the impact of the adoption of the provisions of ASU 2014-09 on our consolidated financial position, results of operations and cash flows.

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SPARTAN MOTORS, INC. AND ~~SUMMARY OF ACCOUNTING POLICIES~~SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

In April 2016, the FASB issued Accounting Standards Update No.2016-10,Revenue from Contracts with Customers (ASU 2014-09), Identifying Performance Obligations and Licensing (“ASU 2016-10”). ASU 2016-10 clarifies the implementation guidance in ASU 2014-09 for identifying performance obligations and determining when to recognize revenue on licensing agreements for intellectual property. ASU 2016-10 removes the requirement to assess whether promised goods or services are performance obligations if they are immaterial to the contract with the customer and allows an entity to elect to account for shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good rather than as an additional promised service. ASU 2016-10 also includes implementation guidance on determining whether a license granted by an entity provides a customer with a right to use the intellectual property, which is satisfied at a point in time, or a right to access the intellectual property, which is satisfied over time. ASU 2016-10 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective. We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective approach. See the “Adoption of Revenue Recognition Accounting Policy” section below for a description of the impact of the adoption of the provisions of ASU 2014-09 on our consolidated financial position, results of operations and cash flows.

In May 2016, the FASB issued Accounting Standards Update No.2016-12,Revenue from Contracts with Customers (ASU 2014-09), Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). ASU 2016-12 clarifies the implementation guidance on assessing collectability, presentation of sales taxes, non-cash consideration and completed contracts and contract modifications at transition. ASU 2016-12 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective. We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective approach. See the “Adoption of Revenue Recognition Accounting Policy” section below for a description of the impact of the adoption of the provisions of ASU 2014-09 on our consolidated financial position, results of operations and cash flows.

Adoption of Revenue Recognition Accounting Policy

Except for the changes below, we have consistently applied the accounting policies to all periods presented in these condensed consolidated financial statements. We adopted ASU 2014-09 with a date of initial application of January 1, 2018. As a result, we changed our accounting policy for revenue recognition as detailed below.

We applied ASU 2014-09 using the cumulative effect method by recognizing the cumulative effect of initially applying ASU 2014-09 as an adjustment to the opening balance of retained earnings at January 1, 2018. Therefore, the comparative information has not been adjusted and continues to be reported under prior revenue recognition guidance. The details of the significant changes and quantitative impact of the changes are set out below.

Essentially all of our revenue is generated through contracts with our customers. We may recognize revenue over time or at a point in time when or as obligations under the terms of a contract with our customer are satisfied, depending on the terms and features of the contract and the products supplied. Our contracts generally do not have any significant variable consideration. The collectability of consideration on the contract is reasonably assured before revenue is recognized. On certain vehicles, payment may be received in advance of us satisfying our performance obligations. Such payments are recorded in Customer deposits on the Condensed Consolidated Balance Sheets. The corresponding performance obligations are generally satisfied within one year of the contract inception. In such cases, we have elected to apply the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. Financing impact on contracts that contain performance obligations that are not expected to be satisfied within one year are expected to be immaterial to our financial statements. We have elected to utilize the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred because the amortization period for the prepaid costs that would have otherwise been deferred and amortized is one year or less.Revenue recognized in a current period from performance obligations satisfied in a prior period, if any, is immaterial to our financial statements. We use an observable price to allocate the stand-alone selling price to separate performance obligations within a contract or a cost-plus margin approach when an observable price is not available. The estimated costs to fulfill our base warranties are recognized as expense when the products are sold (see “Note 4– Commitments and Contingent Liabilities” for further information on warranties). Our contracts with customers, except for contracts related to certain parts sales, do not contain a provision for product returns.

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

Revenue for parts sales for all segments is recognized at the time that control and risk of ownership has passed to the customer, which is generally when the ordered part is shipped to the customer. Historical return rates on parts sales have been immaterial. Accordingly, no return reserve has been recorded. Instead, returns are recognized as a reduction of revenue at the time that they are received.

For certain of our vehicles and chassis we sell separately priced service contracts that provide roadside assistance or extend certain warranty coverage beyond our base warranty agreements. These separately priced contracts range from 1 to 6 years from the date of the shipment of the related vehicle or chassis. We receive payment with the shipment of the related vehicle or at the inception of the extended service contract, if later, and recognize revenue over the coverage term of the agreement, generally on a ~~description~~straight-line basis, which approximates the pattern of ~~key accounting~~costs expected to be incurred in satisfying the obligations under the contract.

Distinct revenue recognition policies ~~followed, refer~~for our segments are as follows:

Fleet Vehicles and Services

Our Walk-in vans and truck bodies are generally built on a chassis that is owned and controlled by the customer. Due to the ~~notes~~customer ownership of the chassis, the performance obligation for these walk-in vans and truck bodies is satisfied as the vehicles are built. Accordingly, the revenue and corresponding cost of products sold associated with these contracts are recognized over time based on the inputs completed for a given performance obligation during the reporting period. Certain contracts will specify that a walk-in van or truck body is to be built on a chassis that we purchase and subsequently sell to the customer. The revenue on these contracts is recognized at the time that the performance obligation is satisfied and control and risk of ownership has passed to the customer, which is generally upon shipment of the vehicle from our manufacturing facility to the customer or receipt of the vehicle by the customer, depending on contract terms. We have elected to treat shipping and handling costs subsequent to transfer of control as fulfillment activities and, accordingly, recognize these costs as the revenue is recognized.

Revenue for up-fit and field service contracts is recognized over time, as equipment is installed in the customer’s vehicle or as repairs and enhancements are made to the customer’s vehicles. Revenue and the corresponding cost of products sold is estimated based on the inputs completed for a given performance obligation. Our performance obligation for up-fit and field service contracts is satisfied when the equipment installation or repairs and enhancements of the customer’s vehicle has been completed.

Payment on our fleet vehicles and services performance obligations is received an average of 35 days after revenue is recognized.

Emergency Response Vehicles

Our emergency response chassis and apparatuses are generally manufactured to order based on customer-supplied specifications. Due to the custom nature of the products and the attributes of the contracts, we do not have a ready alternative use for our emergency response chassis and apparatuses and we have an enforceable right to payment on the contracts. Accordingly, performance obligations for these custom ordered chassis and apparatuses are satisfied as the apparatuses and chassis are built. We recognize revenue and the corresponding cost of products sold on these contracts over time based on the inputs completed for a given performance obligation during the reporting period. We have elected to treat shipping and handling costs subsequent to transfer of control as fulfillment activities and, accordingly, recognize these costs as the revenue is recognized. Payment is received an average of 48 days following the recognition of revenue for chassis and 103 days for complete apparatuses.

Revenue on certain emergency response chassis and apparatuses that are sold from stock or utilized as demonstration units is recognized at the point in time that the contract is received. Revenue related to modifications made to trucks sold from stock or that were utilized as demonstration units is recognized over time as the modifications are completed. Payment is received an average of 60 days following the recognition of revenue for stock or demonstrator units.

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

Specialty Chassis and Vehicles

We recognize revenue and the corresponding cost of products sold on the sale of motor home chassis when the performance obligation is completed and control and risk of ownership of the chassis has passed to our customer, which is generally upon shipment of the chassis to the customer.

Revenue and the corresponding cost of products sold associated with other specialty chassis is recognized over time based on the inputs completed for a given performance obligation during the reporting period. The performance obligations for other specialty chassis contracts are satisfied as the products are assembled. Payment is received an average of 24 days following the recognition of revenue for other specialty chassis.

The tables below present the impacts of our adoption of the new revenue standard on our income statement and balance sheet.

Quarter Ended March 31, 2018

As Reported

Balances

Without

Adoption of

ASC 606

Effect of

Change

Higher/(Lower)

Income Statement

Sales

173,038

179,467

(6,429

)

Cost of products sold

150,880

157,684

(6,804

)

Taxes

(48

)

(126

)

(78

)

Net income

4,194

3,897

297

March 31, 2018

As Reported

Balances

Without

Adoption of

ASC 606

Effect of

Change

Higher/(Lower)

Balance Sheet

Assets

Contract assets

41,051

Inventories

48,517

91,510

(42,993

)

Net deferred tax assets

6,312

7,209

(897

)

Liabilities

Deposits from customers

20,349

27,526

(7,177

)

Other current liabilities and accrued expenses

13,727

13,352

375

Equity

Retained earnings

96,717

92,754

3,963

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

The table below presents the cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09.

December

31, 2017

Transition

adjustments

January 1,

2018

Assets

Contract assets

30,559

Inventory

77,692

(32,933

)

44,759

Net deferred tax asset, long-term

7,284

(897

)

6,387

Liabilities

Deposits from customers

25,422

(7,234

)

18,188

Other current liabilities and accrued expenses

12,071

295

12,366

Equity

Retained earnings

88,855

3,668

92,523

Contract assets and liabilities

The table below discloses changes in contract assets and liabilities as of the periods indicated.

Description	Contract Assets Increase (Decrease)			Contract Liabilities Increase (Decrease)
Balance, January 1, 2018	$	30,559		$	18,188
Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied		-			(11,047	)
Cash received in advance and not recognized as revenue		-			13,208
Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional		(21,635	)		-
Contract assets recognized, net of reclassification to receivables		32,127			-
Net change		10,492			2,161
Balance, March 31, 2018	$	41,051		$	20,349

The aggregate amount of the transaction price allocated to remaining performance obligations in existing contracts that are yet to be completed are expected to be recognized as revenue in the following annual time-periods:

1-12

Months ⁽¹⁾

13 months

and

beyond⁽¹⁾

Total

Revenue expected to be recognized as of March 31, 2018:

Fleet Vehicles and Services

252,948

82,377

335,325

Emergency Response Vehicles

177,012

13,922

190,934

Specialty Chassis and Vehicles

29,657

29,722

Total

459,617

96,364

555,981

(1)

Revenue above includes amounts related to extended warranties and roadside assistance contracts of $207 and $30 for one to 12 months and $1,100 and $29 for 13 months and beyond, respectively.

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

For performance obligations that are satisfied over time, revenue is expected to be recognized evenly over the time period to complete the contract due to the assembly line nature of the business operations. For performance obligations that are satisfied at a point in time, revenue is expected to be recognized when the customer obtains control of the product, which is generally upon shipment from our facility. No amounts have been excluded from the transaction prices above related to the guidance on constraining estimates of variable consideration.

In the following tables revenue is disaggregated by primary geographical market and timing of revenue recognition for the three months ended March 31, 2018. The table also includes a reconciliation of the disaggregated revenue with the reportable segments.

Fleet

Vehicles

and

Services

Emergency

Response

Vehicles

Specialty

Chassis

and

Vehicles

Total

Reportable

Segments

Other

Total

Primary geographical markets

United States

58,521

58,548

48,147

165,216

(1,601

)

163,615

Other

1,170

8,164

9,423

Total sales

59,691

66,712

48,236

174,639

(1,601

)

173,038

Timing of revenue recognition

Products transferred at a point in time

5,182

6,376

41,268

52,826

Products and services transferred over time

54,509

60,336

6,968

121,813

(1,601

)

120,212

Total sales

59,691

66,712

48,236

174,639

(1,601

)

173,038

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES

Under the terms of our credit agreement with our banks, we have the ability to issue letters of credit totaling $20,000. At March 31, 2018 and December 31, 2017, we had outstanding letters of credit totaling $757 and $754 related to certain emergency response vehicle contracts and our workers compensation insurance.

At March 31, 2018, our subsidiaries and we were parties, both as plaintiff and defendant, to a number of lawsuits and claims arising out of the normal course of our businesses. In the opinion of management, our financial position, future operating results or cash flows will not be materially affected by the final outcome of these legal proceedings.

Chassis Agreements

We are party to chassis bailment inventory agreements with General Motors Company (“GM”) and Chrysler Group, LLC (“Chrysler”) which allow GM and Chrysler to draw up to $10,000 against our revolving credit line for chassis placed at our facilities. As a result of these agreements, there was $0 and $57 outstanding on our revolving credit line at March 31, 2018 and December 31, 2017. Under the terms of the bailment inventory agreements, these chassis never become our property and the amount drawn against the credit line will be repaid by a GM or Chrysler dealer at the time an order is placed for one of our bodies, utilizing a GM or Chrysler chassis. As such, the chassis, and the related draw on the line of credit, are not reflected in the accompanying Condensed Consolidated Balance Sheets.

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

Warranty Related

We provide limited warranties against assembly/construction defects. These warranties generally provide for the replacement or repair of defective parts or workmanship for a specified period following the date of sale. The end users also may receive limited warranties from suppliers of components that are incorporated into our chassis and vehicles.

Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently, a material warranty issue can arise which is beyond the scope of our historical experience. We provide 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 our historical experience.

Changes in our warranty liability during the three months ended March 31, 2018 and 2017 were as follows:

	2018			2017
Balance of accrued warranty at January 1	$	18,268		$	19,334
Warranties issued during the period		1,516			1,740
Cash settlements made during the period		(2,583	)		(3,358	)
Changes in liability for pre-existing warranties during the period, including expirations		157			575
Assumed warranties outstanding at Smeal on January 1, 2017		-			1,900
Balance of accrued warranty at March 31	$	17,358		$	20,191

Spartan-Gimaex joint venture

Spartan USA is a participant in Spartan-Gimaex Innovations, LLC (“Spartan-Gimaex”), a 50/50 joint venture with Gimaex Holding, Inc. that was formed to provide emergency response vehicles for the domestic and international markets. Spartan-Gimaex is reported as a consolidated subsidiary of Spartan Motors, Inc. ~~(the “Company”, “we”, “our” or “us”) consolidated financial statements for~~

In February 2015, Spartan USA and Gimaex Holding, Inc. mutually agreed to begin discussions regarding the ~~year ended December 31, 2016, included in our Annual Report~~dissolution of the joint venture. In June 2015, Spartan USA and Gimaex Holding, Inc. entered into court proceedings to determine the terms of the dissolution. In February 2017, by agreement of the parties, the court proceeding was dismissed with prejudice and the judge entered an order to this effect as the parties agreed to seek a dissolution plan on ~~Form 10-K filed with the Securities and Exchange Commission on March 3, 2017. There~~their own. No dissolution terms have been ~~no changes in such accounting policies~~determined as of the date of this ~~report.~~Form 10-Q.

In accordance with accounting guidance, we have accrued estimated costs representing the low end of the range of the estimated total charges that we believe we may incur related to the wind-down. While we are unable to determine the final cost of the wind-down with certainty at this time, we may incur additional charges, depending on the final terms of the dissolution, and such charges could be material to our future operating results. There were no further wind-down charges recorded during the quarters ended March 31, 2018 or 2017.

Smeal contingent consideration

On January 1, 2017, Spartan USA acquired substantially all of the assets and certain liabilities of Smeal Fire Apparatus Co., Smeal Properties, Inc., Ladder Tower Co., and U.S. Tanker Co. (collectively “Smeal). Pursuant to our purchase of Smeal, we are required to pay additional consideration to the former owners of Smeal in the form of a tax gross-up payment. The purchase agreement specified that Spartan will make a payment to the former owners of Smeal to cover certain state and federal tax liabilities for the tax year ended December 31, 2017 that result from the transaction. $1,400 for the estimated amount of the payment was recorded as a contingent liability appearing within Other current liabilities on our Condensed Consolidated Balance Sheets at December 31, 2017 and March 31, 2018.

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SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

NOTE 6- BUSINESS SEGMENTS

We evaluate the performance of our reportable segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and other adjustments made in order to present comparable results from period to period. These adjustments include restructuring charges and items related to our acquisition of Smeal, such as expenses incurred to complete the acquisition, the impact of fair value adjustments to inventory acquired from Smeal, and the impact on the timing of the recognition of gross profit for our chassis that are utilized by our recently acquired Smeal operations. We exclude these items from earnings because we believe they will be incurred infrequently and/or are otherwise not indicative of a segment's regular, ongoing operating performance. For those reasons, Adjusted EBITDA is also used as a performance metric for our executive compensation program, as discussed in our proxy statement for our 2018 annual meeting of shareholders, which proxy statement was filed with the SEC on April 12, 2018.

Our Fleet Vehicles and Services segment consists of our operations at our Bristol, Indiana location, and beginning in 2018 certain operations at our Ephrata, Pennsylvania location, along with our operations at our up-fit centers in Kansas City, Missouri and Saltillo, Mexico and focuses on designing and manufacturing walk-in vans for the parcel delivery, mobile retail, and trades and construction industries, and the production of commercial truck bodies, and distributes related aftermarket parts and accessories.

Our Emergency Response Vehicles segment consists of the emergency response chassis operations at our Charlotte, Michigan location and our operations at our Brandon, South Dakota; Snyder and Neligh, Nebraska; Delavan, Wisconsin; and Ephrata, Pennsylvania locations, along with our Spartan-Gimaex joint venture. This segment engineers and manufactures emergency response chassis and vehicles.

Our Specialty Chassis and Vehicles segment consists of our Charlotte, Michigan operations that engineer and manufacture motor home chassis, defense vehicles and other specialty chassis and distribute related aftermarket parts and assemblies.

Appropriate expense amounts are allocated to the three reportable segments and are included in their reported operating income or loss.

The accounting policies of the segments are the same as those described, or referred to, in Note 1 - General and Summary of Accounting Policies. Assets and related depreciation expense in the column labeled “Eliminations and other” pertain to capital assets maintained at the corporate level. Eliminations for inter-segment sales are included in the column labeled “Eliminations and other”. Segment loss from operations in the “Eliminations and other” column contains corporate related expenses not allocable to the operating segments. Interest expense and Taxes on income are not included in the information utilized by the chief operating decision makers to assess segment performance and allocate resources, and accordingly, are excluded from the segment results presented below.

Table of Contents

SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

Three Months Ended March 31, 2018

Fleet

Vehicles and

Services

Emergency

Response

Vehicles

Specialty

Chassis and

Vehicles

Eliminations

and Other

Consolidated

Emergency response vehicle sales

64,107

Fleet vehicle sales

49,825

1,601

(1,601

)

49,825

Motor home chassis sales

39,567

Other specialty vehicle sales

5,367

Aftermarket parts and accessories sales

9,866

2,605

1,701

14,172

Total sales

59,691

66,712

48,236

(1,601

)

173,038

Depreciation and amortization expense

607

624

366

855

2,452

Adjusted EBITDA

4,590

1,242

3,121

(3,350

)

5,603

Segment assets

79,584

112,142

29,323

87,151

308,200

Capital expenditures

804

125

1,052

2,037

Three Months Ended March 31, 2017

Fleet

Vehicles

and

Services

Emergency

Response

Vehicles

Specialty

Chassis and

Vehicles

Eliminations

and Other

Consolidated

Emergency response vehicle sales

77,985

Fleet vehicle sales

43,142

Motor home chassis sales

26,084

Other specialty vehicle sales

4,822

Aftermarket parts and accessories sales

10,778

2,217

2,047

15,042

Total sales

53,920

80,202

32,953

167,075

Depreciation and amortization expense

876

552

310

587

2,325

Adjusted EBITDA

6,244

(1,337

)

1,533

(2,251

)

4,189

Segment assets

63,516

149,056

31,074

70,163

313,809

Capital expenditures

249

183

899

1,355

Table of Contents

SPARTAN MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

The table below presents the reconciliation of our consolidated income before taxes to total segment Adjusted EBITDA. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income. Adjusted EBITDA may have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, although we have excluded certain charges in calculating Adjusted EBITDA, we may in the future incur expenses similar to these adjustments, despite our assessment that such expenses are infrequent and/or not indicative of our regular, ongoing operating performance. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or infrequent items.

	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Total segment adjusted EBITDA	$	8,953		$	6,440
Add (subtract):
Interest expense		(323	)		(264	)
Depreciation and amortization expense		(2,452	)		(2,325	)
Restructuring expense		(20	)		(642	)
Acquisition expense		(162	)		(672	)
Impact of intercompany chassis shipments to Smeal		-			(1,112	)
Impact of inventory fair value step-up		-			(189	)
Impact of net working capital acquisition adjustment		1,500			-
Joint venture expenses		-			(1	)
Unallocated corporate expenses		(3,350	)		(2,251	)
Consolidated income (loss) before taxes	$	4,146		$	(1,016	)

Table of Contents

Spartan Motors, Inc. was organized as a Michigan corporation on September 18, 1975, and is headquartered in Charlotte, Michigan. Spartan Motors began development of its first product that same year and shipped its first fire truck chassis in October 1975.

We are known as a ~~custom~~leading, niche market engineer and manufacturer ~~of specialized motor vehicle chassis and bodies. Our principal chassis markets are emergency response~~in the heavy-duty, custom vehicles ~~motor homes~~ ~~and other specialty vehicles. We also manufacture bodies for various markets including emergency response vehicles and delivery and service vehicles.~~

marketplace. Our operating activities are conducted through our wholly-owned operating subsidiary, Spartan Motors USA, Inc. (“Spartan USA”), with locations in Charlotte, Michigan; Brandon, South Dakota; Ephrata, Pennsylvania; Snyder and Neligh, Nebraska; Delavan, Wisconsin; ~~Ephrata, Pennsylvania;~~ Bristol, Indiana; Kansas City, Missouri; and Saltillo, Mexico. Spartan USA was formerly known as Crimson Fire, Inc.

Our Bristol, Indiana location manufactures vehicles used in the parcel delivery, mobile retail and trades and construction industries, and supplies related aftermarket parts and services under the Utilimaster brand name. Our Kansas City, Missouri and Saltillo, Mexico locations sell and install equipment used in fleet vehicles. Our Charlotte, Michigan location manufactures ~~heavy duty~~heavy-duty chassis and vehicles, and supplies aftermarket parts and accessories under the Spartan Chassis and Spartan ER brand names. Our Brandon, South Dakota; Snyder and Neligh, Nebraska; Delavan, Wisconsin; and Ephrata, Pennsylvania locations manufacture emergency response vehicles under the Spartan ER, Smeal, US Tanker and Ladder Tower Company brand names. Our Bristol, Indiana location manufactures vehicles used in the parcel delivery, mobile retail and trades and construction industries, and supplies related aftermarket parts and services under the Utilimaster brand name. Our Kansas City, Missouri and Saltillo, Mexico locations sell and install equipment used in fleet vehicles. Spartan USA is also a participant in Spartan-Gimaex Innovations, LLC (“Spartan-Gimaex”), a 50/50 joint venture with Gimaex Holding, Inc. that was formed to provide emergency response vehicles for the domestic and international markets. Spartan-Gimaex is reported as a consolidated subsidiary of Spartan Motors, Inc. In February 2015, Spartan USA and Gimaex Holding, Inc. mutually agreed to begin discussions regarding the dissolution of the joint venture. In June 2015, Spartan USA and Gimaex Holding, Inc. entered into court proceedings to determine the terms of the dissolution. In February 2017, by agreement of the parties, the court proceeding was dismissed with prejudice and the judge entered an order to this effect as the parties agreed to seek a dissolution plan on their own. No dissolution terms have been determined as of the date of this Form 10-Q.

~~On January 1, 2017, Spartan USA acqui~~red substantially all of the assets and certain liabilities of Smeal Fire Apparatus Co., Smeal Properties, Inc., Ladder Tower Co., and U.S. Tanker Co. When used in this Quarterly Report on Form 10-Q, “Smeal” refers to the assets, liabilities, and operations acquired from such entities. The assets acquired consist of the assets used by the former owners of Smeal in the operation of its business designing, manufacturing, and distributing emergency response vehicle bodies and aerial devices for the fire service industry. Smeal has operations in Snyder and Neligh, Nebraska; Delavan, Wisconsin; and Ephrata, Pennsylvania and is operated as part of our Emergency Response Vehicles segment.

~~The accompanying unaudited interim condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair presentation of~~ our financial position as of March 31, 2017, the results of operations for the three month period ended March 31, 2017 and the cash flows for the three month period ended March 31, 2017, and should be read in conjunction with the audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016.

~~The results of operations for the~~ ~~three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year.~~

~~We are~~ required to disclose the fair value of our financial instruments in accordance with Financial Accounting Standards Board (“FASB”) Codification relating to “Disclosures about Fair Values of Financial Instruments.” The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and our variable rate debt instruments approximate their fair value at March 31, 2017 and December 31, 2016.

~~Certain~~ immaterial amounts in the prior periods’ financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no impact on previously reported Net income (loss) or Total shareholders’ equity.

~~In February 2017 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-05,~~ ~~Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)~~ (“ASU 2017-05”). ASU 2017-05 is intended to provide guidance for when gains and losses on nonfinancial assets should be applied to a financial asset by defining the term “nonfinancial asset”. ASU 2017-05 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective. We believe that ~~that the adoption of the provisions of ASU 2017-05 will not have a material impact on our consolidated financial position, results of operations or cash flows.~~

~~In January 2017, the FASB issued Accounting Standards Update No. 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~ (“ASU 2017-4”). ASU 2017-4 eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. ~~We believe that that the adoption of the provisions of ASU 2017-04 will not have a material impact on our consolidated financial position, results of operations or cash flows.~~

~~In January 2017, the FASB issued Accounting Standards Update 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~ (“ASU 2017-01”), which provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. ~~We believe that the adoption of the provisions of ASU 2017-01 will not have a material impact on our consolidated financial position, results of operations or cash flows.~~

~~In August 2016, the FASB issued Accounting Standards Update No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230)~~ (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in current practice regarding the manner in which certain cash receipts and cash payments are presented and classified in the cash flow statement. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. We believe that ~~that the adoption of the provisions of ASU 2016-15 will not have a material impact on our consolidated financial position, results of operations or cash flows.~~

~~In June 2016, the FASB issued Accounting Standards Update 2016-13,~~ ~~Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments~~ (“ASU 2016-13”). ASU 2016-13 is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. We believe that that the adoption of the provisions of ASU 2016-13 will not have a material impact on our consolidated financial position, results of operations or cash flows.

~~In March 2016, the FASB issued Accounting Standards Update No. 2016-09,~~ ~~Compensation – Stock Compensation~~ (“ASU 2016-09”). ASU 2016-09 simplifies the accounting for a stock payment’s tax consequences by requiring the recognition of the income tax effects of awards in the income statement when the awards vest or are settled. It also allows a company to elect to account for forfeitures as they occur rather than on an estimated basis and revises the classification of certain tax payments related to stock compensation on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The impact of our adoption of ASU 2016-09 for the year ending December 31, 2017 will depend on market factors and the timing and intrinsic value of future stock based compensation award vesting. Our adoption of ASU 2016-09 did not have a material impact on our consolidated financial position, results of operations or cash flows through March 31, 2017.

~~In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02,~~ ~~Leases~~ (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of ASU 2016-02 on our consolidated financial position, results of operations or cash flows.

~~In July 2015, the FASB issued Accounting Standards Update 2015-11,~~ ~~Inventory (Topic 330) - Simplifying the Measurement of Inventory~~ ("ASU 2015-11"). ASU 2015-11 requires entities that measure inventory using the FIFO or average cost methods to measure inventory at the lower of cost or net realizable value to more closely align the measurement of inventory in GAAP with International Financial Reporting Standards. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion and disposal. ASU 2015-11 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Our adoption of ASU 2015-11 had no impact on our consolidated financial position, results of operations or cash flows.

~~Revenue from Contracts with Customers (Topic 606)~~ (“ASU 2014-09”). ASU 2014-09 is based on the principle that revenue should be recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. Early adoption for annual reporting periods beginning after December 15, 2016 is permitted. On August 12, 2015, FASB delayed the effective date to give companies an extra year to implement the standard. The standard will be effective in 2018, but companies will have the option of adopting it as of the original 2017 effective date. We have begun the process of analyzing the impact of ASU 2014-09 and the related ASU’s across all revenue streams to evaluate the impact of the new standard on revenue contracts. Based on the analysis completed to date, we expect the impact on our accounting for revenue to remain substantially unchanged. We currently expect to adopt the new standard using the modified retrospective approach, under which the cumulative effect of the initial application of the new guidance will be recognized as an adjustment to the opening balance of retained earnings, in the first quarter of 2018.

~~In March 2016, the FASB issued Accounting Standards Update No. 2016-08,~~ ~~Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net)~~ (“ASU 2016-08”). ASU 2016-08 clarifies the implementation guidance for principal-versus-agent considerations in the revenue recognition standard. A principal-versus-agent consideration applies to sales that involve two or more suppliers to a customer. Each participant in the sale must determine whether they control the good or service and are entitled to the gross amount of the transaction or are acting as an agent and should collect only a fee or commission for arranging the sale. ASU 2016-08 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective.

~~In April 2016, the FASB issued Accounting Standards Update No. 2016-10,~~ ~~Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing~~ (“ASU 2016-10”). ASU 2016-10 clarifies the implementation guidance in Topic 606 for identifying performance obligations and determining when to recognize revenue on licensing agreements for intellectual property. ASU 2016-10 removes the requirement to assess whether promised goods or services are performance obligations if they are immaterial to the contract with the customer and allows an entity to elect to account for shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good rather than as an additional promised service. ASU 2016-10 also includes implementation guidance on determining whether a license granted by an entity provides a customer with a right to use the intellectual property, which is satisfied at a point in time, or a right to access the intellectual property, which is satisfied over time. ASU 2016-10 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective.

~~In May 2016, the FASB issued Accounting Standards Update No. 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients~~ (“ASU 2016-12”). ASU 2016-12 clarifies the implementation guidance on assessing collectability, presentation of sales taxes, non-cash consideration and completed contracts and contract modifications at transition. ASU 2016-12 will go into effect when the revenue standard issued in ASU 2014-09 becomes effective.

~~On January 1, 2017, we completed the acquisition of substantially all of the assets and certain liabilities of~~ Smeal Fire Apparatus Co., Smeal Properties, Inc., Ladder Tower Co., and U.S. Tanker Co. pursuant to an Asset Purchase Agreement dated December 12, 2016. When used in these Notes, “Smeal” refers to the assets, liabilities and operations acquired from these entities.

This acquisition will bring significant scale to our Emergency Response Vehicles segment, expand the geographic reach of our dealer network and add complementary products to our existing emergency response product portfolio.

~~Included in our results since the January 1, 2017 acquisition are net sales~~ of $40,662 and operating loss of $1,000 for the quarter ended March 31, 2017, which included a one-time charge to cost of products sold of $189 related to the fair value step-up of inventories acquired from Smeal and sold during the quarter.

~~The following table provides~~ unaudited pro forma net sales and results of operations for the quarter ended March 31, 2017 and 2016, as if Smeal had been acquired on January 1 of 2016. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as changes in the depreciation and amortization expense on the Smeal assets acquired resulting from the fair valuation of assets acquired, expenses incurred to complete the acquisition and the impact of acquisition financing. The pro forma results do not include any anticipated cost synergies or other effects of the planned integration of Smeal. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated, nor are they indicative of the future operating results of the combined company.

~~The estimated total purchase price paid for our acquisition of Smeal was~~ $42,489. The consideration paid consisted of $28,903 in cash, net of cash acquired of $3,825, and the forgiveness of certain liabilities owed by the former owners of Smeal to the Company in the amount of $7,391. Pursuant to the purchase agreement, the sellers may receive additional consideration in the form of a tax gross-up payment, which is payable no later than April 1, 2018, and is not expected to exceed $2,400. The consideration paid is subject to certain post-closing adjustments, including a net working capital adjustment that we expect to finalize later in 2017. Smeal has been a significant chassis customer of Spartan USA. The price paid pursuant to the Purchase Agreement was the subject of arm's length negotiation between Smeal and us.

~~This acquisition w~~as accounted for using the purchase method of accounting with the purchase price allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include trade-names and certain non-patented technology. The preliminary excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired of $9,669 was recorded as goodwill. We recorded an estimate for contingent consideration related to the tax gross-up payment, valued in accordance with accounting guidance for business combinations and fair value measurements at $2,370.

~~The preliminary allocation of purchase price to assets acquired and liabilities assumed is as follows:~~

Pursuant to the purchase agreement, the former owners of Smeal may receive additional consideration in the form of a tax gross-up payment, which is not expected to exceed $2,400. The purchase agreement specifies that Spartan will make a payment to the former owners of Smeal to cover certain state and federal tax liabilities for the tax year ending December 31, 2017 that result from the transaction. The payment is expected to be between $0 and $2,400 and will be based on state and federal income tax regulations in effect at the time of the payment for the tax year ending December 31, 2017. Under tax rules in effect as of the filing of this Form 10-Q, the additional consideration would be approximately $2,400. In accordance with accounting guidance for business combinations, the value of the future consideration was recorded based upon tax rules in effect at the time of the acquisition, discounted to January 1, 2017 using a risk free discount rate of 1%. Changes in this estimate, other than changes in its present value, will be reflected as adjustments to the purchase price for a period of up to one year after the closing. Changes in the present value of the contingent consideration will be reflected in operating income in the period of such change.

~~The acquisition resulted in the recognition, on a preliminary basis,~~ of $9,669 of goodwill, which is expected to be deductible for tax purposes. The goodwill recognized is subject to a final net working capital adjustment and any necessary adjustment to the contingent consideration.

Goodwill consists of expected synergies resulting from the acquisition and the estimated value of the workforce employed. Key areas of expected cost savings include an expanded dealer network; complementary product portfolios; manufacturing and supply chain work process improvements; and the elimination of redundant corporate overhead.

~~Our acquisition of Smeal was financed~~ using $32,800 borrowed from our existing $100,000 line of credit, as set forth in the Second Amended and Restated Credit Agreement, dated as of October 31, 2016, by and among us and our affiliates, as borrowers; certain lenders; Wells Fargo Bank, National Association, as Administrative Agent; and Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner.

~~During~~ the first quarter of 2017, we recorded pretax charges totaling $672 for legal expenses and other transaction costs related to the acquisition. These charges, which were expensed in accordance with the accounting guidance for business combinations, were recorded in “Selling, general and administrative” and reflected within the “Other” column in the business segment table in Note 10, ~~Business Segments~~.

We have a number of demonstration units as part of our sales and training program. These demonstration units are included in the “Finished goods” line item above. The net carrying amount was $9,529 and $3,558 at March 31, 2017 and December 31, 2016.

~~As described in Note 2 -~~ ~~Acquisition Activities,~~ we acquired substantially all of the assets and related liabilities of Smeal on January 1, 2017. The difference between the consideration paid and the acquisition-date fair value of the identifiable assets acquired and liabilities assumed was recognized as goodwill, as disclosed in the table below. Due to the short period of time that has elapsed since the acquisition of Smeal, it is our assessment that the goodwill at Smeal is not impaired. The goodwill at Smeal will be evaluated as part of the next annual assessment which will occur as of October 1, 2017, unless there is a triggering event that would necessitate an earlier evaluation.

~~Changes in the carrying amount of goodwill, by reportable segment, are as follows:~~

~~With the acquisition of~~ Smeal, we acquired other intangible assets besides goodwill. We recorded $3,900 in intangibles from the acquisition. The intangibles consist of unpatented technology and various trade names. The unpatented technology will be amortized using the straight-line method over its estimated remaining useful life of 10 years, consistent with the pattern of economic benefits estimated to be received. The trade names are considered to have indefinite lives, and as such will not be amortized but will be tested for impairment annually or if events or changes in circumstances indicate that it is more likely than not that the trade names are impaired.

~~The following table provides information regarding our other intangible assets:~~

We ~~recorded $214 and $177 of intangible asset amortization expense during the quarters ended March 31, 2017 and 2016.~~

~~The estimated remaining amortization associated with finite-lived intangible assets is expected to be expensed as follows:~~

Under the terms of the primary line of credit agreement, we are required to maintain certain financial ratios and other financial conditions, which limited our available borrowings under our line of credit to a total of approximately $35,500 and $73,600 at March 31, 2017 and December 31, 2016, net of borrowings outstanding. The agreement also prohibits us from incurring additional indebtedness; limits certain acquisitions, investments, advances or loans; limits our ability to pay dividends in certain circumstances; and restricts substantial asset sales. At March 31, 2017 and December 31, 2016, we were in compliance with all debt covenants.

~~During the first quarter of 2017,~~ ~~we incurred restructuring charges related to a company-wide initiative to streamline operations and integrate our Smeal acquisition.~~

~~During the first quarter of~~ ~~2016, we incurred restructuring charges related to efforts undertaken to upgrade production processes at our Brandon, South Dakota and Ephrata, Pennsylvania locations.~~

~~Restructuring charges included in our Consolidated Statements of Operations for the quarter ended~~ ~~March 31, 2017, broken down by segment, are as follows:~~

~~Restructuring charges included in our Consolidated Statements of Operations for the quarter ended March 31, 2016, were~~ ~~$339 and related to manufacturing process reengineering and were included in Operating expense. All these charges were related to our Emergency Response Vehicles segment.~~

~~The following table provides a summary of the compensation related charges incurred~~ during the quarter ended March 31, 2017 as part of our restructuring initiatives, along with the related outstanding balances to be paid in relation to those expenses, which is reflected within Accrued compensation and related taxes on the Condensed Consolidated Balance Sheets.

~~There were no compensation related charges incurred during the quarter ended March 31, 2016.~~

~~Under the terms of~~ our credit agreement with our banks, we have the ability to issue letters of credit totaling $20,000. At March 31, 2017 and December 31, 2016, we had outstanding letters of credit totaling $1,599 related to certain emergency response vehicle contracts and our workers compensation insurance.

At March 31, 2017, we and our subsidiaries were parties, both as plaintiff and defendant, to a number of lawsuits and claims arising out of the normal course of our businesses. In the opinion of management, our financial position, future operating results or cash flows will not be materially affected by the final outcome of these legal proceedings.

~~We are~~ party to chassis bailment inventory agreements with General Motors Company (“GM”) and Chrysler Group, LLC (“Chrysler”) which allow GM and Chrysler to draw up to $10,000 against our revolving credit line for chassis placed at our facilities. As a result of these agreements, there was $172 and $784 outstanding on our revolving credit line at March 31, 2017 and December 31, 2016. Under the terms of the bailment inventory agreements, these chassis never become our property, and the amount drawn against the credit line will be repaid by a GM or Chrysler dealer at the time an order is placed for one of our bodies, utilizing a GM or Chrysler chassis. As such, the chassis, and the related draw on the line of credit, are not reflected in the accompanying Condensed Consolidated Balance Sheets.

We provide limited warranties against assembly/construction defects. These warranties generally provide for the replacement or repair of defective parts or workmanship for a specified period following the date of sale. The end users also may receive limited warranties from suppliers of components that are incorporated into our chassis and vehicles.

~~Changes in~~ ~~our warranty liability during the three months ended March 31, 2017 and 2016 were as follows:~~

~~In February~~, 2015, Spartan USA and Gimaex Holding, Inc. mutually agreed to begin discussions regarding the dissolution of the Spartan-Gimaex joint venture. In June 2015, Spartan USA and Gimaex Holding, Inc. entered into court proceedings to determine the terms of the dissolution. In February 2017, by agreement of the parties, the court proceeding was dismissed with prejudice and the judge entered an order to this effect as the parties agreed to seek a dissolution plan on their own. No dissolution terms have been determined as of the date of this Form 10-Q. Through December 31, 2016, we recorded charges totaling $1,217 to write down certain inventory items associated with this joint venture to their estimated fair values. There were no further charges recorded during the quarter ended March 31, 2017. Costs associated with the wind-down will be impacted by the final dissolution agreement. In accordance with accounting guidance, the costs we have accrued so far represent the low end of the range of the estimated total charges that we believe we may incur related to the wind-down. While we are unable to determine the final cost of the wind-down with certainty at this time, we may incur additional charges, depending on the final terms of the dissolution, and such charges could be material to our future operating results.

~~The following table presents a reconciliation of the weighted average shares outstanding used in the Net earnings (loss) per share calculation:~~

~~Stock awards noted as anti-dilutive were not included in the basic (Restricted stock awards)~~ ~~and diluted (Stock appreciation rights) weighted average common shares outstanding.~~

~~Our effective income tax rate was~~ (8.2)% in the first quarter of 2017, compared to 14.6% in the first quarter of 2016. Our effective tax rates for the first quarters of 2017 and 2016 were impacted by the deferred tax asset valuation allowance that we recorded in 2015, which resulted in a tax rate applied to current earnings of 0% due to our ability to offset current period tax liability against our recorded valuation allowance. Tax expense of $83 and $93 recorded in the first quarter of 2017 and 2016 result from certain discrete adjustments, including adjustments for uncertain tax positions and a true-up of certain prior provisions for various state tax liabilities to the amounts reported on the actual tax filings.

We identify our reportable segments based on our management structure and the financial data utilized by our chief operating decision makers to assess segment performance and allocate resources among our operating units. We have three reportable segments: Emergency Response Vehicles, Fleet Vehicles and Services, and Specialty Chassis and Vehicles. Beginning in 2017, we evaluate the performance of our reportable segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and other adjustments made in order to present comparable results from period to period. These adjustments include restructuring charges and items related to our acquisition of Smeal, such as expenses incurred to complete the acquisition, the impact of fair value adjustments to inventory acquired from Smeal, and the impact on the timing of the recognition of gross profit for our chassis that are utilized by our recently acquired Smeal operations. We exclude these items from earnings because we believe they will be incurred infrequently and/or are otherwise not indicative of a segment's regular, ongoing operating performance. For those reasons, Adjusted EBITDA is also used as a performance metric for our executive compensation program, as discussed in our proxy statement for our 2017 annual meeting of shareholders, which proxy statement was filed with the SEC on April 13, 2017.

~~Our~~ Emergency Response Vehicles segment consists of the emergency response chassis operations at our Charlotte, Michigan location and our operations at our Brandon, South Dakota; Snyder and Neligh, Nebraska; Delavan, Wisconsin; and Ephrata, Pennsylvania locations, along with our Spartan-Gimaex joint venture. This segment engineers and manufactures emergency response chassis and vehicles.

~~Our~~ Fleet Vehicles and Services segment consists of our operations at our Bristol and Wakarusa, Indiana locations, along with our operations at our up-fit centers in Kansas City, Missouri and Saltillo, Mexico and focuses on designing and manufacturing walk-in vans for the delivery and service market and the production of commercial truck bodies along with related aftermarket parts and assemblies.

~~Our~~ Specialty Chassis and Vehicles segment consists of our Charlotte, Michigan operations that engineer and manufacture motor home chassis, defense vehicles and other specialty chassis and distribute related aftermarket parts and assemblies.

~~Appropriate expense amounts are allocated to the three reportable segments and are included in their reported~~ ~~operating income or loss.~~

The accounting policies of the segments are the same as those described, or referred to, in Note 1 - General and Summary of Accounting Policies. Assets and related depreciation expense in the column labeled “Other” pertain to capital assets maintained at the corporate level. Segment loss from operations in the “Other” column contains corporate related expenses not allocable to the operating segments. Interest expense and Taxes on income are not included in the information utilized by the chief operating decision makers to assess segment performance and allocate resources, and accordingly, are excluded from the segment results presented below. Intercompany transactions between operating segments were immaterial in all periods presented.

~~The table below presents the reconciliation of our consolidated Adjusted EBITDA to net income.~~ Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income (loss) attributable to Spartan Motors, Inc. Adjusted EBITDA may have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, although we have excluded certain charges in calculating Adjusted EBITDA, we may in the future incur expenses similar to these adjustments, despite our assessment that such expenses are infrequent and/or not indicative of our regular, ongoing operating performance. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or infrequent items.

~~Spartan Motors, Inc. was organized as a Michigan corporation on September~~ ~~18, 1975, and is headquartered in Charlotte, Michigan. Spartan Motors began development of its first product that same year and shipped its first fire truck chassis in October 1975.~~

~~We are known as a leading, niche market engineer and manufacturer in the heavy-duty, custom vehicles marketplace.~~ Our operating activities are conducted through our wholly-owned operating subsidiary, Spartan Motors USA, Inc. (“Spartan USA”), with locations in Charlotte, Michigan; Brandon, South Dakota; Ephrata, Pennsylvania; Snyder and Neligh, Nebraska; Delavan, Wisconsin; Bristol, Indiana; Kansas City, Missouri; and Saltillo, Mexico. Spartan USA was formerly known as Crimson Fire, Inc.

~~Our~~ Charlotte, Michigan location manufactures heavy duty chassis and vehicles and supplies aftermarket parts and accessories under the Spartan Chassis and Spartan ER brand names. Our Brandon, South Dakota; Snyder and Neligh, Nebraska; Delavan, Wisconsin; and Ephrata, Pennsylvania locations manufacture emergency response vehicles under the Spartan ER, Smeal, US Tanker and Ladder Tower Company brand names. Our Bristol, Indiana location manufactures vehicles used in the parcel delivery, mobile retail and trades and construction industries, and supplies related aftermarket parts and services under the Utilimaster brand name. Our Kansas City, Missouri and Saltillo, Mexico locations sell and install equipment used in fleet vehicles. Spartan USA is also a participant in Spartan-Gimaex Innovations, LLC (“Spartan-Gimaex”), a 50/50 joint venture with Gimaex Holding, Inc. that was formed to provide emergency response vehicles for the domestic and international markets. Spartan-Gimaex is reported as a consolidated subsidiary of Spartan Motors, Inc. In February 2015, Spartan USA and Gimaex Holding, Inc. mutually agreed to begin discussions regarding the dissolution of the joint venture. In June 2015, Spartan USA and Gimaex Holding, Inc. entered into court proceedings to determine the terms of the dissolution. In February 2017, by agreement of the parties, the court proceeding was dismissed with prejudice and the judge entered an order to this effect as the parties agreed to seek a dissolution plan on their own. No dissolution terms have been determined as of the date of this Form 10-Q.

Our business strategy is to further~~expand and~~ diversify product lines and develop innovative design, engineering and manufacturing expertise in order to be the best value producer of ~~specialty~~custom vehicle products. We have an innovative team focused on building lasting relationships with our customers. This is accomplished by striving to deliver premium Specialty Chassis and Vehicles, vehicle components, and services that inspire customer loyalty. Our diversification across several sectors ~~creates~~provides numerous opportunities while ~~minimizing~~reducing overall risk. Additionally, our business model provides the agility to quickly respond to market needs, take advantage of strategic opportunities when they arise and correctly size operations to ensure stability and growth.

On ~~January 1, 2017, we completed~~We have an innovative team focused on building lasting relationships with our ~~acquisition of essentially all of the assets and certain liabilities of Smeal Fire Apparatus Co., Smeal Properties, Inc., Ladder Tower Co., and U.S. Tanker Co. (collectively, “Smeal”) pursuant~~customers. This is accomplished by striving to ~~an Asset Purchase Agreement dated December 12, 2016. The assets acquired consist of the assets used by Smeal in the operation of its business designing, manufacturing, and distributing~~deliver premium custom vehicles, vehicle components, and ~~apparatus for the fire service industry. This acquisition will bring significant scale to~~services. We believe we can best carry out our ~~Emergency Response Vehicles segment, expand the geographic reach~~long-term business plan and obtain optimal financial flexibility by using a combination of borrowings under our ~~dealer network and add complementary products to our existing emergency response product portfolio. Please see Note 2 -~~ ~~Acquisition Activities~~,credit facilities, as well as internally or externally generated equity capital, as sources of ~~the Notes to Condensed Consolidated Financial Statements appearing in Item 1 of this Form 10-Q for more information regarding this acquisition.~~expansion capital.

We believe we are well positioned to take advantage of long-term opportunities, and continue our efforts to bring product innovations to each of the markets that we serve. Some of our recent innovations and strategic developments include:

The following section provides a narrative discussion about our financial condition and results of operations. The comments should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto included in Item 1 of this Form 10-Q and in conjunction with our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March ~~3, 2017.~~1, 2018.

The following table sets forth, for the periods indicated, the components of the ~~Company~~’sCompany’s Condensed Consolidated Statements of Operations as a percentage of sales (percentages may not sum due to rounding):

We adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) on January 1, 2018. Our adoption of ASU 2014-09 resulted in changes to our revenue recognition policy whereby we now recognize revenue on certain of our product as they are produced rather than at the time of shipment to the customer, among certain other changes. Please see Note 1, General and Summary of Accounting Policies, in the Notes to Condensed Consolidated Financial Statements appearing in Item 1 of this Form 10-Q for further information regarding our adoption of ASU 2014-09.

Quarter Ended March 31, ~~2017~~2018 Compared to the Quarter Ended March 31, 20167

For the quarter ended March 31, ~~201~~7,2018, we reported consolidated sales of ~~$167.1~~$173.0 million, compared to ~~$133.7~~$167.1 million for the first quarter in ~~2016~~2017 an increase of ~~$33.4~~$5.9 million or ~~25.0%~~3.5%. This increase reflects ~~a $39.1~~sales increases of $15.2 million ~~sales increase~~ in our ~~Emergency Response~~Specialty Chassis and Vehicles segment ~~driven by our acquisition of Smeal on January 1, 2017, which was partially offset by decreases of $5.4~~and $5.8 million in our Fleet Vehicles and Services segment. These increases were partially offset by a $13.5 million decrease in sales in our Emergency Response Vehicles segment and ~~$0.3 million in our Specialty Chassis and Vehicles segment.~~intersegment eliminations of $1.6 million. Please refer to our segment discussion below for ~~more~~further information about ~~sales within our segments.~~segment sales.

Cost of products sold was $~~150.7~~$150.9 million in the first quarter of 2018, compared to $150.7 million in the first quarter of 2017, ~~compared to $117.9 million in the first quarter of 2016,~~ an increase of ~~$32.8~~$0.2 million or ~~27.8%~~0.1%. ~~Our cost~~Cost of products sold increased by ~~$39.9~~$2.2 million due to the ~~Smeal acquisition completed~~higher sales volume in ~~January of 2017. Also contributing to the change in cost of products sold were decreases of $5.1~~2018 and $0.7 million due to ~~lower unit volumes outside~~start-up costs incurred at our Ephrata truck body operations. These increases were partially offset by a decrease of ~~the Smeal acquisition, $1.5~~$2.7 million due to ~~manufacturing efficiencies and $0.5 million due to lower warranty accruals in~~operational improvements impacting the first quarter of ~~2017 compared with the same period in 2016.~~2018. As a percentage of sales, cost of products sold ~~increased~~decreased to 87.3% in the first quarter of 2018, compared to 90.2% in the first quarter of ~~2017, compared~~2017. 150 basis points of the increase was due to ~~88.2% in~~the operational improvements impacting the first quarter of ~~2016,~~2018, while 100 basis points was due to product mix experienced in 2018 and 90 basis points was due to pricing changes impacting 2018. These increases were partially offset by a 40 basis point decrease due to the start-up costs incurred at our Ephrata truck body operations.

Gross profit was $22.2 million for the first quarter of 2018, compared to $16.4 million for the first quarter of 2017, an increase of $5.8 million, or 35.4%. $2.7 million of this increase was due to operational improvements that impacted the first quarter of 2018, $2.2 million was due to favorable product mix in 2018 and $1.6 million was due to pricing changes that impacted 2018. These increases were partially offset by $0.7 million decrease due to start-up costs incurred in our Ephrata truck body operations. Gross margin increased to 12.8% from 9.8% over the same period, with ~~260~~150 basis points of the increase due to the ~~write-up~~operational improvements impacting the first quarter of ~~Smeal inventory to its fair value at the acquisition date of January 1, and 60~~2018, 100 basis points due to ~~an overall less favorable~~ product mix experienced in ~~2017. Partially offsetting these increases were decreases of~~2018 and 90 basis points due to ~~increased manufacturing efficiencies and 30~~pricing changes impacting 2018. These increases were partially offset by a 40 basis ~~points~~point decrease due to ~~lower warranty accruals in 2017.~~the start-up costs incurred at our Ephrata truck body operations.

~~Gross profit~~Operating expense was $1~~6.4~~$19.3 million for the first quarter of 2018, compared to $17.2 million for the first quarter of 2017, compared to $15.8 million for the first quarter of 2016, an increase of $0.6 million, or 3.8%, mainly due to the higher overall revenue. Gross margin decreased to 9.8% from 11.8% over the same time period, mainly due to the impact of the Smeal acquisition as discussed above.

~~Operating expense was $17.2 million for the quarter ended March 31, 2017, compared to $15.1 million for the first quarter of 2016,~~ an increase of $2.1 million or ~~13.9%~~12.2%. Research and development expense in the first quarter of ~~2017~~2018 was ~~$2.1~~$1.4 million, compared to ~~$1.2~~$2.1 million in the first quarter of ~~2016, an increase~~2017, a decrease of ~~$0.9~~$0.7 million, or ~~75.0%~~33.3%, ~~driven by increases in new~~mainly due to lower spending on product development and certification projects ~~mainly~~ in our Emergency Response Vehicles segment. Selling, general and administrative expense was ~~$14.6~~$17.9 million in the first quarter of ~~2017,~~2018, compared to ~~$13.6~~$14.6 million for the first quarter of ~~2016,~~2017, an increase of ~~$1.0~~$3.3 million or ~~7.4%~~22.6%. ~~This~~$1.4 million of this increase was ~~mainly~~ due to higher compensation related costs in 2018, mainly stock compensation related charges. An additional $1.3 million of the ~~acquisition of Smeal in the first quarter of 2017.~~increase was due to higher external consulting costs related to operational improvement projects and $0.6 million was due to higher spending on marketing and trade shows. Restructuring charges ~~were~~decreased by $0.5 million in the first quarter of ~~2017,~~2018, compared to ~~$0.3 million in~~ the ~~first quarter~~same period of ~~2016, an increase of $0.2 million, or 66.7%,~~2017 as ~~a result of~~projects related to a company-wide effort to streamline operations and integrate our Smeal acquisition ~~begun in 2017.~~were completed.

Our effective income tax rate was (1.1)% in the first quarter of 2018, compared to (8.2)% in the first quarter of ~~2017, compared~~2017. Our effective tax rate in 2018 was impacted by the recording of a discrete item related to ~~14.6%~~the difference in stock compensation expense recognized for book purposes and tax purposes that reduced our tax expense by $1.4 million in the first quarter of ~~2016.~~2018, partially offset by $0.2 million of increases for other discrete items. Our effective tax ~~rates~~rate for the first ~~quarters~~quarter of 2017 ~~and 2016 were~~was impacted by the deferred tax asset valuation allowance ~~that we~~ recorded in 2015, which resulted in a tax rate applied to ~~current~~first quarter 2017 earnings of 0% due to our ability to offset ~~current period~~that period’s tax liability against our recorded valuation allowance. Tax expense of $0.1 million ~~and $0.1 million~~ recorded in the first quarter of 2017 ~~and 2016 result from certain discrete adjustments, including~~consisted of adjustments for uncertain tax positions, an adjustment in the valuation allowance, and ~~a true-up~~the recognition of certain ~~prior provisions~~state minimum income taxes.

Interest and other income was $1.6 million in the first quarter of 2018, compared to $0.1 million for ~~various state tax liabilities~~the first quarter of 2017, an increase of $1.5 million or 1,500.0%, due to the ~~amounts reported~~receipt of a net working capital adjustment in March 2018 related to our acquisition of substantially all of the assets and certain liabilities of Smeal Fire Apparatus Co., Smeal Properties, Inc., Ladder Tower Co., and U.S. Tanker Co. (collectively “Smeal”) on January 1, 2017. Because this adjustment was received after the expiration of the adjustment period, it was recognized in other income and expense rather than on the ~~actual tax filings.~~opening balance sheet for Smeal.

We recorded net earnings of $4.2 million or $0.12 per share for the first quarter of 2018, compared to a net loss of ~~$1.~~1$1.1 million or $0.03 per share, for the first quarter of ~~2017, compared to net earnings of $0.5 million, or $0.02 per share, for the first quarter of 2016.~~2017. Driving the ~~decrease~~increase in net income for the three months ended March 31, ~~2017~~2018 compared with the prior year were the factors discussed above.

Our consolidated adjusted EBITDA in the first quarter of 2018 was $5.6 million, compared to $4.2 million for the first quarter of 2017, an increase of $1.4 million or 33.3%. This increase was due to increases of $2.6 million due to operational improvements, $1.6 million due to pricing changes that impacted 2018, $0.9 million due to a favorable product mix in 2018 and $0.7 million due to reduced research and development spending. These increases were partially offset by decreases of $0.7 million due to start-up costs related to our Ephrata, Pennsylvania truck body manufacturing operations, $1.4 million due to higher compensation expense, $1.7 million due to higher external consulting costs and $0.6 million due to higher marketing spending in 2018. The change due to operational improvements presented for adjusted EBITDA excludes $0.1 million related to restructuring charges, while the change due to product mix excludes $1.3 million of impact of the timing difference of chassis sales and inventory value step-up related to our acquisition of Smeal in 2017, and the change related to consulting costs excludes $0.4 million related to acquisition charges, compared to the results presented in Cost of Products Sold and Operating Expenses above.

Our consolidated adjusted net income in the first quarter of 2018 was $3.3 million, compared to $1.3 million for the first quarter of 2017, an increase of $2.0 million or 153.8%. This increase was due to the factors impacting adjusted EBITDA described above, as well as a $1.4 million tax benefit resulting from the appreciation in value of equity based compensation that vested during the first quarter of 2018. These increases were partially offset by increases in tax expense in 2018 of $0.4 million related to adjustments to our deferred tax assets and $0.4 million due to the tax impact of the adjustments presented.

This Form 10-Q contains adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted net income, which are both non-GAAP financial measures. These non-GAAP financial measures are calculated by excluding items that we believe to be infrequent or not indicative of our continuing operating performance. For the periods covered by this Form 10-Q, such items include expenses associated with restructuring actions taken to improve the efficiency and profitability of certain of our manufacturing operations, expenses related to business acquisition activities, the impact of the step-up in inventory value associated with a recent business acquisition, the impact of the business acquisition on the timing of chassis revenue recognition, the impact of a net working capital adjustment that was finalized after the allowable adjustment period, and the impact that our deferred tax asset valuation allowance that we recorded in 2015 has had on our tax expense and net income in 2017.

We present the non-GAAP financial measures adjusted EBITDA and adjusted net income because we consider them to be important supplemental measures of our performance. The presentation of adjusted EBITDA enables investors to better understand our operations by removing items that we believe are not representative of our continuing operations and may distort our longer term operating trends. The presentation of adjusted net income enables investors to better understand our operations by removing the impact of tax adjustments, including the impact that our deferred tax asset valuation allowance that we recorded in 2015 has had on our tax expense and net income in 2017, and other items that we believe are not indicative of our longer term operating trends. We believe these measures to be useful to improve the comparability of our results from period to period and with our competitors, as well as to show ongoing results from operations distinct from items that are infrequent or not indicative of our continuing operating performance. We believe that presenting these non-GAAP financial measures is useful to investors because it permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our historical performance. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provides investors with additional understanding of the factors and trends affecting our business than could be obtained in the absence of these disclosures.

Our management uses adjusted EBITDA to evaluate the performance of and allocate resources to our segments. In addition, non-GAAP measures are used by management to review and analyze our operating performance and, along with other data, as internal measures for setting annual budgets and forecasts, assessing financial performance, and comparing our financial performance with our peers. Adjusted EBITDA is also used, along with other financial and non-financial measures, for purposes of determining annual and long-term incentive compensation for our management team.

~~Our~~A summary of our order backlog by reportable segment is ~~summarized~~ in the following table (in thousands).

Our Fleet Vehicles and Services backlog ~~at March 31,~~increased by $221.3 million, or 194.1%, mainly due to a $214.3 million contract received in September, 2017 ~~includes $78.6 million related~~ to ~~our acquisition of Smeal in January of 2017. Excluding the Smeal addition, our~~supply delivery vehicles, which will be fulfilled through 2019. Our Emergency Response Vehicles backlog decreased by ~~$24.6~~$24.9 million, or 11.6%, primarily due to a reduction in order intake resulting from a more selective bid process established in 2016 as part of our turnaround strategy. Our ~~Fleet~~Specialty Chassis and Vehicles ~~and Services backlog decreased by $23.8 million, mainly due to reduced equipment up-fit orders. Our Specialty Vehicles and Chassis~~ segment backlog increased by ~~$2.0~~$6.9 million, or 30.3%, due to ~~a $5.5 million increase in~~strong motor home chassis ~~backlog~~order intake driven by new model introductions and pricing adjustments enacted in 2016, and a $0.2 million increase in backlog for aftermarket parts, which were partially offset by a $3.7 million decrease in backlog of other specialty vehicles due to the completion of a defense order in the second quarter of 2016.2017. We anticipate filling our current backlog orders for our Emergency Response Vehicles segment over the next 1312 months, for our Fleet Vehicles and Services segment over the next 76 months and our Specialty Chassis and Vehicles segment over the next 3 months.

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

We evaluate the performance of our reportable segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and other adjustments made in order to present comparable results from period to period. These adjustments include restructuring charges and items related to our acquisition of Smeal, such as expenses incurred to complete the acquisition, the impact of fair value adjustments to inventory acquired from Smeal, and the impact on the timing of the recognition of gross profit for our chassis that are utilized by our recently acquired Smeal operations. We exclude these items from earnings because we believe they ~~will be~~are incurred infrequently and/or are otherwise not indicative of a segment's regular, ongoing operating performance. For those reasons, Adjusted EBITDA is also used as a performance metric for our executive compensation program, as discussed in our proxy statement for our ~~2017~~2018 annual meeting of shareholders, which proxy statement was filed with the SEC on April ~~13, 2017.~~12, 2018.

The table below presents the reconciliation of our consolidated income before taxes to total segment Adjusted ~~EBITDA to net income.~~EBITDA. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net ~~income (loss) attributable to Spartan Motors, Inc.~~income. Adjusted EBITDA may have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, although we have excluded certain charges in calculating Adjusted EBITDA, we may in the future incur expenses similar to these adjustments, despite our assessment that such expenses are infrequent and/or not indicative of our regular, ongoing operating performance. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or infrequent items.

Our Fleet Vehicles and Services segment consists of our operations at our Bristol, Indiana location, along with our operations at our up-fit centers in Kansas City, Missouri and Saltillo, Mexico. This segment focuses on designing and manufacturing walk-in vans for the parcel delivery, mobile retail, and trades and construction industries, and supplies related aftermarket parts and services under the Utilimaster brand name.

~~Our~~ Fleet Vehicles and Services segment consists of our operations at our Bristol, Indiana location, along with our operations at our up-fit centers in Kansas City, Missouri and Saltillo, Mexico and focuses on designing and manufacturing walk-in vans for the parcel delivery, mobile retail, and trades and construction industries, and supplies related aftermarket parts and services under the Utilimaster brand name

Our Specialty Chassis and Vehicles segment consists of our Charlotte, Michigan operations that engineer and manufacture motor home chassis, defense vehicles, the Reach delivery van and other specialty chassis and distribute related aftermarket parts and accessories.

For certain financial information related to each segment, see Note 106 - Business Segments, of the Notes to Condensed Consolidated Financial Statements appearing in Item 1 of this Form 10-Q.

~~Sales in our Emergency Response Vehicles segment were $~~80.2 million in the first quarter of 2017, compared to $41.1 million in the same period of 2016, an increase of $39.1 million, or 95.1%, driven by the acquisition of Smeal in the first quarter of 2017. There were no changes in pricing of products sold by our Emergency Response Vehicles segment that had a significant impact on our financial statements when comparing these periods.

~~Adjusted EBITDA~~ for our Emergency Response Vehicles segment was $(1.3) million in the first quarter of 2017, compared to $(3.1) million in the first quarter of 2016, an improvement of $1.8 million, or 58.1%, driven by an increase in manufacturing efficiencies at our Charlotte and Brandon locations in 2017.

Comparison of the Three-Month Periods Ended March 31, ~~2017~~2018 and 20167

Sales in our Fleet Vehicles and Services segment were $59.7 million for the first quarter of 2018, compared to $53.9 million for the first quarter of 2017, ~~compared to $59.3 million for the first quarter~~an increase of ~~2016, a decrease of $5.4~~$5.8 million or ~~9.1%~~10.7% driven by ~~an $8.2~~a $4.8 million ~~decrease~~increase in ~~parts and~~ vehicle ~~up-fit sales~~unit volume in the first quarter of ~~2017. The decrease in parts sales was partially offset by~~2018 along with a ~~$2.9~~$1.0 million increase ~~in vehicle sales, which was mainly~~ driven by a more favorable product mix in ~~2017.~~2018. Our adoption of ASU 2014-09 on January 1, 2018 resulted in the recognition of an additional $5.0 million of revenue in our Fleet Vehicles and Services segment than would have been recognized under previous guidance. There were no changes in pricing of products sold by our Fleet Vehicles and Services segment that had a significant impact on our financial statements when comparing the first quarter of ~~2017~~2018 to the first quarter of ~~2016.~~2017.

Adjusted EBITDA in our Fleet Vehicles and Services segment for the first quarter of ~~2017~~2018 was ~~$6.2~~$4.6 million compared to ~~$6.5~~$6.2 million in the first quarter of ~~2016,~~2017, a decrease of ~~$0.3~~$1.6 million or ~~4.6%~~25.8%. ~~This~~$0.9 million of the decrease was due to the sales mix experienced in 2018, with the remainder of the decrease due to start-up costs incurred at our Ephrata, Pennsylvania truck body operations. Our adoption of ASU 2014-09 on January 1, 2018 resulted in an increase in the adjusted EBITDA in our Fleet Vehicles and Services segment of $1.6 million compared to the adjusted EBITDA that would have been recognized under our previous recognition policy primarily due to the timing of revenue recognized on certain of our equipment up-fit contracts.

Adjusted EBITDA for our Emergency Response Vehicles segment was $1.2 million in the first quarter of 2018, an increase of $2.5 million compared to $(1.3) million in the first quarter of 2017. $1.6 million of this increase was due to the pricing increases realized in the first quarter of 2018, with the remainder mainly due to operational improvements impacting the first quarter of 2018. Our adoption of ASU 2014-09 on January 1, 2018 resulted in a decrease in ~~selling, general and administrative expense. A $0.9~~the adjusted EBITDA in our Emergency Response Vehicles segment of $1.2 million compared to the adjusted EBITDA that would have been recognized under our previous revenue recognition policy. This decrease is primarily due to ~~lower vehicle unit volume was offset by an equal improvement~~chassis that were recorded as part of work-in process inventory at December 31, 2017. As a result of the change in ~~manufacturing efficiency.~~revenue recognition guidance, we were not able to recognize revenue and income on these chassis, but instead recorded the impact directly to retained earnings through the transition adjustment.

Comparison of the Three-Month Periods Ended March 31, ~~2017~~2018 and 20167

Sales in our Specialty Chassis and Vehicles segment were $~~33.0~~$48.2 million in the first quarter of ~~2017,~~2018, compared to ~~$33.3~~$33.0 million in ~~2016, a decrease~~2017, an increase of ~~$0.3~~$15.2 million or ~~0.9%~~46.4%. ~~This decrease~~$13.5 million of the increase was due to ~~a $0.3 million decrease in~~higher motor home chassis sales ~~driven~~resulting from higher unit volumes. Intercompany sales of fleet vehicles added $1.6 million in sales to the first quarter of 2018. Sales of other specialty vehicles increased by ~~lower~~$0.5 million due to higher unit volumes ~~along with a~~in our contract manufacturing operations. A $0.4 million decrease in parts sales ~~in 2017. These decreases were~~ partially offset ~~by a $0.4 million increase~~these increases. Our adoption of ASU 2014-09 in ~~sales of other specialty vehicles driven by higher unit volume~~January, 2018 had an immaterial impact on revenue in our ~~contract manufacturing operations.~~Specialty Chassis and Vehicles segment. There were no changes in pricing of products sold by our Specialty Chassis and Vehicles segment that had a significant impact on our financial statements when comparing the first quarter of ~~2017~~2018 to the first quarter of ~~2016.~~2017.

Adjusted EBITDA for our Specialty Chassis and Vehicles segment for the first quarter of ~~2017~~2018 was ~~$1.5~~$3.1 million, compared to ~~$1.6~~$1.5 million in the same period of ~~2016, a decrease~~2017, an increase of ~~$0.1~~$1.6 million or ~~6.3%, mainly due to~~106.7%. The increase was driven, in approximately equal parts, by the ~~completion~~increase in motor home chassis sales volume and the mix of ~~a defense order~~products sold in ~~2016 that did not recur~~the first quarter of 2018. Our adoption of ASU 2014-09 in ~~2017.~~January, 2018 had an immaterial impact on the adjusted EBITDA of our Specialty Chassis and Vehicles segment.

Balance Sheet at March 31, ~~2017~~2018 compared to December 31, 20167

For line items impacted by our adoption of the new revenue recognition standard on January 1, 2018, please see “Note 1 – General and Summary of Accounting Policies” in the Notes to Condensed Consolidated Financial Statements contained in Part 1 of this Form 10-Q for further information regarding the impact of this new accounting standard.

Cash ~~increased~~decreased by ~~$3.4~~$4.1 million, or ~~10.6%~~12.2%, to ~~$35.4~~$29.4 million at March 31, ~~2017~~2018 from ~~$32.0~~$33.5 million at December 31, ~~2016.~~2017. Please see the discussion of cash flow activity below for more information on our sources and uses of cash in the first quarter of ~~2017.~~2018.

~~Accounts receivable~~Inventory decreased by ~~$1.2~~$29.2 million, or ~~1.8%~~37.6%, to ~~$64.2~~$48.5 million at March 31, ~~2017,~~2018 compared to ~~$65.4~~$77.7 million at December 31, ~~2016. The~~2017 mainly due to the transfer of in-process production to contract assets as a result of adopting the new revenue recognition standard on January 1, 2018. This decrease ~~is the result the forgiveness~~ was offset by an increase at our Fleet Vehicles and Services segment of ~~a $7.4 million receivable owed by the former owners of Smeal to Spartan in accordance with our acquisition in January of 2017, along with a decrease of $5.3~~$12.1 million due to ~~lower sales volume in~~ the ~~latter half~~ramp up of ~~the first quarter of 2017 compared to sales in the latter half of the fourth quarter of 2016. These decreases were partially offset by receivables acquired with Smeal.~~production.

~~Inventory~~Contract assets increased ~~by $50.3 million, or 85.4%,~~ to ~~$109.2~~$41.1 million at March 31 ~~2017~~2018 compared to ~~$58.9~~$0 at December 31 2017 as a result of adopting the new revenue recognition standard on January 1, 2018, whereby we now recognize a contract asset for performance obligations that have been completed but have not yet been invoiced to the customer.

Net deferred tax assets decreased by $1.0 million or 13.7% to $6.3 million at March 31 2018 from $7.3 million at December 31, ~~2016 mainly due to the addition of Smeal inventory of $43.6 million at March 31, 2017. The remaining increase is due to increases in raw materials and work in process inventory at all our locations~~2017 as a result of adopting the ~~ramp up of production following our traditional year-end shut down in December.~~new revenue recognition standard.

~~Income taxes receivable decreased by $1.3 million to $0 at March 31, 2017 due to the receipt of~~ ~~a refund during the quarter to which the receivable pertained.~~

~~Property, plant and equipment, net~~ ~~increased by $5.0 million, or 9.4%, to $58.1 million at March 31, 2017 compared to $53.1 million at December 31, 2016 due to the acquisition of Smeal during the quarter.~~

~~Goodwill increased~~ ~~by $9.6 million, or 60.0%, to $25.6 million at March 31, 2017 compared to $16.0 million at December 31, 2016 due to the Smeal acquisition.~~

~~Intangible assets~~ increased by $3.7 million, or 57.8%, to $10.1 million at March 31, 2017 compared to $6.4 million at December 31, 2016 due to an increase of $3.9 million from trade-names and certain non-patented technology acquired from Smeal, partially offset by amortization during the period.

Accounts payable increased by ~~$4.6~~$9.4 million or ~~14.7%~~23.2% to ~~$35.9~~$50.0 million at March 31, ~~2017~~2018 compared to ~~$31.3~~$40.6 million at December 31, ~~2016. $3.5 million of the increase was due to accounts payable acquired through Smeal, with the remainder of the increase~~2017 due to the timing of payments and the ramp up in production following our traditional year-end shut down in December.

Accrued compensation and related taxes decreased by ~~$4.~~8$4.3 million or ~~36.4%~~32.3% to ~~$8.8~~$9.0 million at March 31, ~~2017~~2018 compared to ~~$13.2~~$13.3 million at December 31, ~~2016~~2017 due to the payout of accrued ~~2016~~2017 incentive ~~compensation.~~compensation in the first quarter of 2018.

Deposits from customers ~~increased~~decreased by ~~$32.6~~$5.1 million or ~~202.5%~~20.1% to ~~$48.7~~$20.3 million at March 31, ~~2017~~2018 compared to ~~$16.1~~$25.4 million at December 31, ~~2016. $31.1 million of the increase~~ ~~was~~2017 due to ~~prepayments acquired through Smeal, with~~a $7.2 million decrease as a result of adopting the ~~remainder~~new revenue recognition standard, whereby the liability for deposits is reduced when the related performance obligation has been satisfied. This decrease was partially offset by a $2.1 million increase due to more prepayments received than applied to invoices atduring the first quarter of 2018 in our Emergency Response Vehicles segment.

Other current liabilities and ac~~crued~~accrued expenses increased by ~~$3.4~~$1.6 million, or ~~44.2%~~13.2%, to ~~$11.1~~$13.7 million at March 31, ~~2017~~2018 from ~~$7.7~~$12.1 million at December 31, ~~2016, with $3.0 million of the increase due to liabilities acquired through Smeal, and the remainder~~2017 due to the timing of accruals for various expenses incurred but not ~~yet invoiced.~~paid.

C~~ash~~Cash and cash equivalents ~~increased~~decreased by ~~$3.4~~$4.1 million to ~~$35.4~~$29.4 million at March 31, ~~2017,~~2018, compared to ~~$32.0~~$33.5 million at December 31, ~~2016.~~2017. These funds, in addition to cash generated from future operations and available credit facilities, are expected to be sufficient to finance the Company’s foreseeable liquidity and capital needs.

~~For the~~ ~~three months ended March 31, 2017, we~~We generated ~~$1.3~~$0.4 million of cash from operating activities ~~which represents~~during the three months ended March 31, 2018, a ~~$4.6~~decrease of $0.9 million ~~decrease~~ from ~~the $5.9~~$1.3 million of cash ~~that was~~ generated ~~by operations~~from operating activities for the three months ended March 31, ~~2016. The~~2017. Cash flow from operating activities decreased from 2017 due to a $14.7 million increase in cash utilized in the fulfilment of customer orders (including changes in accounts receivable, inventory, contract assets, and customer deposits). This decrease was partially offset by a $5.2 million increase in net income net of non-cash charges in 2018 and an $8.6 million increase in cash generated ~~in 2017 results from~~through changes in other working capital ~~requirements, particularly~~items, mainly accounts ~~receivable, inventory~~payable and ~~accounts payable.~~compensation related accruals.

See the Financial Condition section contained in Item 2 of this Form 10-Q for further information regarding balance sheet line items that drove cash flows for the ~~three month~~three-month period ended March 31, ~~2017.~~2018. Also see the Condensed Consolidated Statements of Cash Flows contained in Item 1 of this Form 10-Q for the other various factors that represented the remaining fluctuation of cash from operations between the periods.

We utilized $~~30.3~~$2.0 million in investing activities in the first quarter of ~~2017,~~2018, mainly for acquisition of capital assets related to our operations, a ~~$28.5~~$28.2 million ~~increase~~decrease compared to the ~~$1.7~~$30.2 million utilized in the first quarter of ~~2016. This increase is the result of~~2017, which included our acquisition of ~~Smeal during the quarter.~~Smeal.

During the remainder of ~~2017~~ 2018, we expect to make additional cash capital investments of ~~$17.0~~$10.0 million to ~~$19.0~~$15.0 million, including capital spending for the replacement and upgrades of machinery and equipment used in operations and the implementation of our ERP system.

We ~~generated $32.3~~utilized $2.5 million of cash through financing activities in the first quarter of ~~2017,~~2018, compared to ~~$0.1~~$32.3 million ~~utilized~~generated in the first quarter of ~~2016.~~2017. This ~~increase~~decrease is due to the ~~financing of our acquisition of Smeal~~draw from our existing $100 million line of credit to fund our acquisition of Smeal on January 1, 2017.

The increase in our working capital at March 31, ~~2017~~2018 from December 31, ~~2016,~~2017, results from changes in cash, ~~accounts receivable,~~inventory and ~~inventory,~~contract assets, which were partially offset by increases in accounts payable and deposits from customers. Refer to the balance sheet discussion appearing above in Management’s Discussion and Analysis of Financial Condition and Results of Operations for an explanation of the causes of the material changes in working capital line items.

In February 2015, Spartan USA and Gimaex Holding, Inc. mutually agreed to begin discussions regarding the dissolution of the Spartan-Gimaex joint venture. In June 2015, Spartan USA and Gimaex Holding, Inc. entered into court proceedings to determine the terms of the dissolution. In February 2017, by agreement of the parties, the court proceeding was dismissed with prejudice and the judge entered an order to this effect as the parties agreed to seek a dissolution plan on their own. No dissolution terms have been determined as of the date of this Form ~~10-K.~~10-Q. In the fourth quarters of 2015 and 2014, we accrued charges totaling $1.0 million and $0.2 million to write down certain inventory items associated with this joint venture to their estimated fair values. Costs associated with the wind-down will be impacted by the final dissolution agreement. The costs we have accrued so far represent the low end of the range of the estimated total charges that we believe we may incur related to the wind-down. While we are unable to determine the final cost of the wind-down with certainty at this time, we may incur additional charges, depending on the final terms of the dissolution, and such charges could be material to our results.

In connection with our acquisition of Smeal in January 2017, the former owners of Smeal may receive additional consideration in the form of a tax gross-up ~~payment, which is not expected to exceed $2.4 million.~~payment. The purchase agreement specifies that Spartan will make a payment to the former owners of Smeal to cover certain state and federal tax liabilities for the tax year ending December 31, 2017 that result from the transaction. ~~The payment is expected to be between $0 and $2.4~~$1.4 million ~~and will be based on state and federal income tax regulations in effect at~~for the ~~time~~estimated amount of the payment ~~for the tax year ending~~was recorded as a contingent liability appearing within Other current liabilities on our Condensed Consolidated Balance Sheets at December 31, 2017. Under tax rules in effect as of the filing of this Form 10-Q, the additional consideration would be approximately $2.4 million. In accordance with accounting guidance for business combinations, the value of the future consideration was recorded based upon tax rules in effect at the time of the acquisition, discounted to January 1, 2017 using a risk-free discount rate of 1%. Changes in this estimate, other than changes in its present value, will be reflected as adjustments to the purchase price for a period of up to one year after the closing. Changes in the present value of the contingent consideration will be reflected in operating income in the period of such change.and March 31, 2018.

On ~~October 31, 2016,~~December 1, 2017, we entered into a ~~second~~First Amendment to our Second Amended and Restated Credit Agreement (the "Credit Agreement") by and among us, certain of our subsidiaries, Wells Fargo Bank, National Association, as administrative agent ("Wells Fargo"), and the lenders party thereto consisting of Wells Fargo, JPMorgan Chase Bank, N.A. and PNC Bank (the "Lenders"). Under the Credit Agreement, we may borrow up to $100 million from the Lenders under a three-year unsecured revolving credit facility. We may also request an increase in the facility of up to $35 million in the aggregate, subject to customary conditions. The credit facility is available for the issuance of letters of credit of up to $20 million, swing line loans of up to $15 million and revolving loans, subject to certain limitations and restrictions. Interest rates on borrowings under the credit facility are based on either (i)(i) the highest of the prime rate, the federal funds effective rate from time to time plus 0.5%, or the one month adjusted London interbank market rate ("LIBOR") plus ~~1.0%~~1.00%; or (ii) adjusted LIBOR plus a margin based upon our ratio of debt to earnings from time to time. The Credit Agreement contains certain customary representations and covenants, including performance-based financial covenants on our part. The credit facility matures October 31, 2019, following which we have the option to renew the credit facility, subject to lender approval, for two successive one-year periods with an ultimate maturity date of October 31, 2021. Commitment fees range from 17.5 to 32.5 basis points on the unused portion of the line. In January 2017, we borrowed $32.8 million from our credit line to fund our acquisition of Smeal. ~~We had no drawings against this credit line as of~~At March 31, 2018 and December 31, ~~2016.~~2017, we had outstanding borrowings of $17.8 million against our credit line. During the quarter ended March 31, ~~2017,~~2018, and in future ~~years,~~quarters, our revolving credit facility was utilized, and will continue to be utilized, to finance commercial chassis received under chassis bailment inventory agreements with General Motors Company (“GM”) and Chrysler Group, LLC (“Chrysler”). This funding is reflected as a reduction of the revolving credit facility available to us equal to the amount drawn by GM and Chrysler. See Note 7,4, Commitments and Contingent Liabilities, in the Notes to Condensed Consolidated Financial Statements appearing in Item 1 of this Form 10-Q for further details about these chassis bailment inventory agreements. The applicable borrowing rate including margin was ~~2.0625%~~3.375% (or one-month LIBOR plus ~~1.25%~~1.50%) at March 31, ~~2017.~~2018.

Under the terms of our credit agreement with our banks, we have the ability to issue letters of credit totaling $20.0 million. At March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, we had outstanding letters of credit totaling ~~$1.6~~$0.8 million and $0.8 million, respectively, related to certain emergency response vehicle contracts and our workers compensation insurance.

Under the terms of the primary line of credit ~~and the term notes detailed above,~~agreement, as amended, we are required to maintain certain financial ratios and other financial conditions,, which limited our available borrowings under our line of credit to a total of approximately ~~$35.5~~$77.5 million at March 31, ~~2017~~2018 and ~~$73.6~~$66.4 million at December 31, ~~2016, net of borrowings outstanding.~~2017. The agreements prohibit us from incurring additional indebtedness; limit certain acquisitions, investments, advances or loans; limit our ability to pay dividends in certain circumstances; and restrict substantial asset sales. At March 31, ~~2017,~~2018, we were in compliance with all ~~debt~~ covenants in our credit agreement, and, based on our ~~current~~ outlook for ~~2017,~~2018, we expect to be able to meet these ~~financial~~ covenants over the next twelve months.

We had capital lease obligations outstanding of ~~$0.~~1$0.2 million as of March 31, 2018 and December 31, 2017 due and payable over the next five years.

On ~~October~~ ~~19, 2011,~~April 28, 2016, our Board of Directors authorized management to repurchase up to a total of 1.0 million shares of our common stock in open market transactions, contingent upon market conditions. During the quarter ended March 31, 2016 no shares were repurchased under this authorization.

~~On April 28, 2016, our~~ ~~Board of Directors terminated the 2011 repurchase authorization effective June 30, 2016, and~~ authorized the repurchase of up to 1.0 million ~~additional~~ shares of our common stock in open market transactions. At March 31, ~~2017~~2018 there were 1.0 million shares remaining under this repurchase authorization. If we were to repurchase the remaining 1.0 million shares of stock under the repurchase program, it would cost us ~~$8.3~~approximately $17.3 million based on the closing price of our stock on April ~~28, 2017.~~26, 2018. We believe that we have sufficient resources to fund any potential stock buyback in which we may engage.

The amounts or timing of any dividend distribution are subject to earnings, financial condition, liquidity, capital requirements and such other factors as our Board of Directors deems relevant. We declared dividends on our outstanding common shares in 2018 and 2017 as shown in the table below.

~~On May 3, 2017 our Board of Directors declared a cash dividend of $0.05 per share of common stock, payable on~~ ~~June 15, 2017 to shareholders of record on May 15, 2017.~~

~~On November 2, 2016 our Board of Directors declared a cash dividend of $0.05 per share of common stock, which was paid on December 15, 2016 to shareholders of record on November 15, 2016.~~

~~On April 28, 2016 our Board of Directors declared a cash dividend of $0.05 per share of common stock,~~ ~~which was paid on June 23, 2016 to shareholders of record on May 19, 2016.~~

The following discussion of critical accounting policies and estimates is intended to supplement Note 1, - General and Summary of Accounting Policies, of the Notes to Consolidated Financial Statements contained in Item 8 in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, ~~2017.~~2018. These policies were selected because they are broadly applicable within our operating units and they involve additional management judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related statement of income, ~~statement,~~ asset and/or liability amounts.

Revenue Recognition - We recognize revenue in accordance with authoritative guidelines, including those of the SEC. Accordingly, revenue is recognized when title to the product and risk of ownership passes to the buyer. On certain customer requested bill and hold transactions, revenue recognition occurs after the customer has been notified that the products have been completed according to the customer specifications, have passedEssentially all of our ~~quality control inspections,~~revenue is generated through contracts with our customers. We may recognize revenue over time or at a point in time when or as obligations under the terms of a contract with our customer are satisfied, depending on the terms and ~~are ready for delivery. All sales are shown net~~features of ~~returns, discounts~~the contract and ~~sales incentive programs, which historically~~the products supplied. Our contracts generally do not have ~~not been significant.~~any significant variable consideration. The collectability of ~~any related receivable~~consideration on the contract is reasonably assured before revenue is recognized. On certain vehicles, payment may be received in advance of us satisfying our performance obligations. Such payments are recorded in Customer deposits on the Condensed Consolidated Balance Sheets. The corresponding performance obligations are generally satisfied within one year of the contract inception. In such cases, we have elected to apply the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. Financing impact on contracts that contain performance obligations that are not expected to be satisfied within one year are expected to be immaterial to our financial statements. We have elected to utilize the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred because the amortization period for the prepaid costs that would have otherwise been deferred and amortized is one year or less.Revenue recognized in a current period from performance obligations satisfied in a prior period, if any, is immaterial to our financial statements. We use an observable price to allocate the stand-alone selling price to separate performance obligations within a contract or a cost-plus margin approach when an observable price is not available. The estimated costs to fulfill our base warranties are recognized as expense when the products are sold. Our contracts with customers, except for contracts related to certain parts sales, do not contain a provision for product returns.

For certain of our vehicles and chassis we sell separately priced service contracts that provide roadside assistance or extend certain warranty coverage beyond our base warranty agreements. These separately priced contracts range from 1 to 6 years from the date of the shipment of the related vehicle or chassis. We receive payment with the shipment of the related vehicle or at the inception of the extended service contract, if later, and recognize revenue over the coverage term of the agreement, generally on a straight-line basis, which approximates the pattern of costs expected to be incurred in satisfying the obligations under the contract.

See Note 1, General and Summary of Accounting Policies, of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this Form 10-Q for more information regarding our revenue recognition policies.

Our Walk-in vans and truck bodies are generally built on a chassis that is owned and controlled by the customer. Due to the customer ownership of the chassis, the performance obligation for these walk-in vans and truck bodies is satisfied as the vehicles are built. Accordingly, the revenue and corresponding cost of products sold associated with these contracts are recognized over time based on the inputs completed for a given performance obligation during the reporting period. Certain contracts will specify that a walk-in van or truck body is to be built on a chassis that we purchase and subsequently sell to the customer. The revenue on these contracts is recognized at the time that the performance obligation is satisfied and control and risk of ownership has passed to the customer, which is generally upon shipment of the vehicle from our manufacturing facility to the customer or receipt of the vehicle by the customer, depending on contract terms. We have elected to treat shipping and handling costs subsequent to transfer of control as fulfillment activities and, accordingly, recognize these costs as the revenue is recognized.

Revenue for up-fit and field service contracts is recognized over time, as equipment is installed in the customer’s vehicle or repairs and enhancements are made to customer’s vehicles. Revenue and the corresponding cost of products sold is estimated based on the inputs completed for a given performance obligation. Our performance obligation for up-fit and field service contracts is satisfied when the equipment installation or repairs and enhancements of the customer’s vehicle has been completed.

Our emergency response chassis and apparatuses are generally manufactured to order based on customer-supplied specifications. Due to the custom nature of the products and the attributes of the contracts, we do not have a ready alternative use for our emergency response chassis and apparatuses and we have an enforceable right to payment on the contracts. Accordingly, performance obligations for these custom ordered chassis and apparatuses are satisfied as the apparatuses and chassis are built. We recognize revenue and the corresponding cost of products sold on these contracts over time based on the inputs completed for a given performance obligation during the reporting period. We have elected to treat shipping and handling costs subsequent to transfer of control as fulfillment activities and, accordingly, recognize these costs as the revenue is recognized.

Accounts Receivable - We maintain an allowance for customer accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance for doubtful accounts, we make certain assumptions regarding the risk of uncollectable open receivable accounts. This risk factor is applied to the balance on accounts that are aged over 90 days: generally, this reserve has an estimated range from 10-25%. The risk percentage applied to the aged accounts may change based on conditions such ~~as:~~as general economic conditions, industry-specific economic conditions, historical and anticipated customer performance, historical experience with write-offs and the level of ~~past-due~~past due amounts from year to year. However, generally, our assumptions are consistent year-over-year and there has been little adjustment made to the percentages used. In addition, in the event there are certain known risk factors with an open account, we may increase the allowance to include estimated losses on such “specific” account balances. The “specific” reserves are identified by a periodic review of the aged accounts receivable. If there is an account in question, credit checks are made and there is communication with the customer, along with other means to try to assess if a specific reserve is required. The inclusion of the “specific” reserve has caused the greatest fluctuation in the allowance for doubtful accounts balance historically. Please see Note 1 - General and Summary of Accounting Policies, in the Notes to Consolidated Financial Statements contained in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for further details.

Inventories – Our inventories are stated at the lower of first-in, first-out cost or net realizable value. Estimated inventory allowances for slow-moving 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.

Goodwill and Other Indefinite-Lived Intangible Assets – In accordance with authoritative guidance on goodwill and other indefinite-lived intangible assets, such assets are tested for impairment at least annually and written down when and to the extent impaired. We perform our annual impairment ~~testing~~test for goodwill and indefinite-lived intangible assets as of October 1 of each year, or more frequently if an event occurs or conditions change that would more likely than not reduce the fair value of the asset below its carrying value.

At March 31, 2018 and December 31, 2017, we ~~reported~~had recorded goodwill inat our Fleet Vehicles and Services, Emergency Response Vehicles and Specialty Chassis and Vehicles reportable segments. The Fleet Vehicles and Services and Emergency Response Vehicles ~~segments. At December 31, 2016, all of our goodwill related to our Fleet Vehicles and Services reportable segment. Our~~ reportable segments were ~~also~~ determined to be ~~the~~ reporting units for goodwill impairment ~~testing.~~testing, while the reporting unit for the goodwill recorded in the Specialty Chassis and Vehicles segment was determined to be limited to the Reach Manufacturing component of that reportable segment. The goodwill recorded in these reporting units was evaluated for impairment as of October 1, 2017 using a discounted cash flow valuation.

~~The date~~We first assess qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and current and forecasted financial performance to determine whether it is more likely than not that the fair value of ~~our most recently completed annual~~a reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, we are not required to calculate the fair value of a reporting unit. We have the option to bypass this qualitative assessment and proceed to a quantitative goodwill impairment ~~testing was October 1, 2016. We performed~~assessment. If we elect to bypass the qualitative assessment, or if after completing the assessment it is determined to be more likely than not that the fair value of a ~~two-step~~reporting unit is less than its carrying value, we perform an impairment test ~~whereby the first step was~~by comparing the fair value of ~~the~~a reporting unit with its carrying amount, including goodwill. The fair value of the reporting unit ~~was~~is determined by estimating the future cash flows of the reporting unit to which the goodwill relates, and then discounting the future cash flows at a market-participant-derived weighted-average cost of ~~capital. Based~~capital (“WACC”). In determining the estimated future cash flows, we consider current and projected future levels of income based on ~~the results of the first step of~~ our ~~two-step impairment test we determined~~plans for that business; business trends, prospects and market and economic conditions; and market-participant considerations. If the fair value of ~~our Fleet Vehicles and Services~~a reporting unit ~~exceeded~~exceeds its carrying ~~costs, and accordingly, there was no~~amount, goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, up to the value of ~~goodwill at~~ the ~~annual testing date.~~goodwill.

We ~~completed~~evaluate the recoverability of our ~~most recent annual impairment testing for our indefinite-lived~~indefinite lived intangible ~~asset,~~assets, which, ~~consist~~edas of March 31, 2018, consisted of our Utilimaster and Smeal trade ~~name, as of October 1, 2016~~names, by comparing the estimated fair value of the trade ~~name~~names with ~~its~~their carrying ~~value.~~values. We ~~estimated~~estimate the fair value of ~~the~~our trade ~~name~~names based on estimates of future royalty payments that are avoided through our ownership of the trade name, discounted to their present value. ~~Based~~In determining the estimated fair value of the trade names, we consider current and projected future levels of revenue based on our plans for Utilimaster and Smeal branded products, business trends, prospects and market and economic conditions.

Significant judgments inherent in these analyses include assumptions about appropriate sales growth rates, WACC and the ~~results~~amount of ~~our impairment testing, we determined~~expected future net cash flows. The judgments and assumptions used in the estimate of fair value are generally consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change due to changing economic and competitive conditions. The determination of fair value is highly sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of the reporting units and trade ~~name~~name.

In 2017, we elected to bypass the qualitative assessment and proceed to the quantitative goodwill impairment assessment for all of our reporting units. The estimated fair values of these reporting units exceeded ~~its~~their carrying ~~cost~~values by 232%, 91% and 62%, respectively, as of October 1, 2017, the most recent annual assessment date. Based on the discounted cash flow valuations at October 1, ~~2016,~~2017, an increase in the WACC for the reporting units of 500 basis points would not result in impairment.

The acquired Utilimaster and ~~accordingly,~~Smeal trade names have indefinite lives as it is anticipated that they will contribute to our cash flows indefinitely. The estimated fair values of our Utilimaster and Smeal trade names exceeded their associated carrying values of $2.9 million and $2.4 million, respectively, by 545% and 141%, respectively, as of October 1, 2017. Accordingly, there was no impairment recorded on these trade names. Based on the discounted cash flow valuations at ~~the annual testing date.~~

~~With our January~~October 1, 2017, ~~acquisition of Smeal we acquired additional indefinite lived intangible assets~~an increase in the ~~form~~WACC used for these impairment analyses of ~~various~~500 basis points would not result in impairment in the trade names.

Since October 1, ~~201~~6,2017, there have been no events or changes in circumstances that would more likely than not reduce the fair value of our Fleet Vehicles and Services, or Emergency Response Vehicles, or Specialty Chassis and Vehicles reporting units or our indefinite-lived intangible assets below their respective carrying costs.

We cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of goodwill and indefinite-lived intangible assets. Such events may include, but are not limited to, the impact of the general economic environment; a material negative change in ~~relationship~~srelationships with significant customers; strategic decisions made in response to economic and competitive conditions; and other risk factors as detailed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

See Note 1, General and Summary of Accounting Policies and Note 5, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for further details on our ~~accounting policies and other information regarding~~ goodwill and indefinite-lived intangible assets.

Warranties - Our policy is to record a provision for the estimated cost of warranty-related claims at the time of the sale, and periodically adjust the warranty liability to reflect actual experience. The amount of warranty liability accrued reflects actual historical warranty cost, which is accumulated on specific identifiable units. From that point, there is a projection of the expected future cost of honoring our obligations under the warranty agreements. Historically, the cost of fulfilling our warranty obligations has principally involved replacement parts and labor for field retrofit campaigns and recalls, which increase the reserve. Our estimates are based on historical experience, the number of units involved and the extent of features and components included in product models. ~~Over time, this method has been consistently applied and has proven to be an appropriate approach to estimating future costs to be incurred.~~ See ~~also~~ Note ~~7 –~~4, Commitments and Contingent Liabilities, ofin the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this Form 10-Q, for further information regarding warranties.

- We account for income taxes under a method that requires deferred income tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Authoritative guidance also requires deferred income tax assets, which include state tax credit carryforwards, operating loss carryforwards and deductible temporary differences, be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

We evaluate the likelihood of realizing our deferred income tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income, the projected reversal of temporary differences and available tax planning strategies that could be implemented to realize the net deferred income tax assets.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Although management believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.

Interest and penalties attributable to income taxes are recorded as a component of income taxes.

Inflation affects us in two principal ways. First, our revolving ~~note payable~~credit agreement is generally tied to the prime and LIBOR interest rates so that increases in those interest rates would ~~result in~~be translated into additional interest expense. Second, general inflation impacts prices paid for labor, parts and supplies. Whenever possible, we attempt to cover increased costs of production and capital by adjusting the prices of our products. However, we generally do not attempt to negotiate inflation-based price adjustment provisions into our contracts. Since order lead times can be ~~more than twelve~~as much as nine months, we have limited ability to pass on cost increases to our customers on a short-term basis. In addition, the markets we serve are competitive in nature, and competition limits our ability to pass through cost increases in many cases. We strive to minimize the effect of inflation through cost reductions and improved productivity.

Our primary market risk exposure is a change in interest rates and the effect of such a change on outstanding variable rate short-term and long-term debt. At March 31, ~~2017,~~2018, we had ~~$32.8~~$17.8 million ofin debt outstanding under our variable rate short-term and long-term debt agreements. An increase of 1%100 basis points in interest rates would ~~increase our~~result in additional interest expense ~~by approximately~~of $0.2 million on an annualized basis for the ~~remaining nine months~~floating rate debt that we incurred in January 2017 for the acquisition of ~~2017.~~Smeal. We believe that we have sufficient financial resources to accommodate this hypothetical increase in interest rates. We do not enter into market-risk-sensitive instruments for trading or other purposes.

We do not believe that there has been a material change in the nature or categories of the primary market risk exposures or in the particular markets that present ~~the~~our primary risk of ~~loss to us.~~loss. As of the date of this report, we do not know of or expect any material changes in the general nature of our primary market risk exposure in the near term. In this discussion, “near term” means a period of one year following the date of the most recent balance sheet contained in this report.

Prevailing interest rates and interest rate relationships are primarily determined by market factors that are beyond our control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned “Forward-Looking Statements” before Part I of this Quarterly Report on Form 10-Q for a discussion of the limitations on our responsibility for such statements.

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, ~~2017.~~2018. Based on and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

T~~here have been no~~No changes in our internal control over financial reporting were identified as having occurred during the quarter ended March 31, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, a description of certain risks and uncertainties that could affect our business, future performance or financial condition (the “Risk Factors”). There have been no material changes from the disclosure provided in the Form 10-K for the year ended December 31, ~~2016~~2017 with respect to the Risk Factors. Investors should consider the Risk Factors prior to making an investment decision with respect to our stock.

On April 28, 2016, our Board of Directors authorized the repurchase of up to 1.0 million shares of our common stock in open market transactions. During the quarter ended March 31, ~~2017~~2018, no shares were repurchased under this authorization.

During the quarter ended March 31, ~~2017~~2018, there were ~~64,288~~152,855 shares delivered by associates in satisfaction of tax withholding obligations that occurred upon the vesting of restricted shares. These shares are not repurchased pursuant to the Board of Directors authorization disclosed above.

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

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.

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, ~~2017.~~2018.
	OR
□☐	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)

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐

Class	Outstanding at April 2826, 20178
Common stock, $.01 par value	35~~,127,689~~35,293,716 shares

			Page

FORWARD-LOOKING STATEMENTS			3

PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements:

		Condensed Consolidated Balance Sheets – March 31, 2018 and December 31, 2017 (Unaudited)	4

		Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2018 and 2017 (Unaudited)	5

		Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2018 and 2017 (Unaudited)	6

		Condensed Consolidated Statement of Shareholders’ Equity – Three Months Ended March 31, 2018 (Unaudited)	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	~~Item 1.~~	~~Financial Statements:~~
		~~Condensed Consolidated Balance Sheets~~ ~~– March 31, 2017 (Unaudited) and December 31, 2016~~	4

		~~Condensed Consolidated Statements of~~ ~~Operations - Three Months Ended March 31, 2017 and 2016 (Unaudited)~~	5

		~~Condensed Consolidated Statements of Cash Flows -~~ ~~Three Months Ended March 31, 2017 and 2016 (Unaudited)~~	6

		~~Condensed Consolidated Statement of Shareholders’ Equity – Three Months Ended March 31, 2017 (Unaudited)~~	7

		~~Notes to Condensed Consolidated Financial Statements~~	8

	Item 2.3.	~~Management’s Discussion~~Quantitative and ~~Analysis of Financial Condition and Results of Operations~~Qualitative Disclosures About Market Risk	2135

	Item 3.4.	~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk~~Procedures	3336

	~~Item 4.~~	~~Controls and Procedures~~	33
			PART II. OTHER INFORMATION
~~PART II.~~ ~~OTHER INFORMATION~~

	Item 1A.	Risk Factors	3337

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3437

	Item 6.	Exhibits	3538

SIGNATURES			3639

EXHIBIT INDEX			37

●	Changes in economic conditions, including changes in interest rates, credit availability, financial market performance and our industries can have adverse effects on its earnings and financial condition, as well as our customers, dealers and suppliers.

●	Changes in relationships with major customers and suppliers could significantly affect our revenues and profits.

●	Constrained government budgets may have a negative effect on our 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 start-up and recall expenses, resulting in reduced earnings.

●	Amendments of the laws and regulations governing our businesses, or the promulgation of new laws and regulations, could have a material impact on our 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, 2017			December 31,
	(Unaudited)			2016
ASSETS
Current assets:
Cash and cash equivalents	$	35,412		$	32,041
Accounts receivable, less allowance of $300 and $487		64,189			65,441
Inventories		109,153			58,896
Income taxes receivable		-			1,287
Other current assets		5,318			4,526
Total current assets		214,072			162,191

Property, plant and equipment, net		58,134			53,116
Goodwill		25,630			15,961
Intangible assets, net		10,071			6,385
Other assets		2,675			2,331
Net deferred tax asset		3,227			3,310
TOTAL ASSETS	$	313,809		$	243,294

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	35,890		$	31,336
Accrued warranty		20,191			19,334
Accrued compensation and related taxes		8,353			13,188
Deposits from customers		48,692			16,142
Other current liabilities and accrued expenses		11,143			7,659
Current portion of long-term debt		63			65
Total current liabilities		124,332			87,724

Other non-current liabilities		4,908			2,544
Long-term debt, less current portion		32,860			74
Total liabilities		162,100			90,342
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value: 2,000 shares authorized (none issued)		-			-
Common stock, $0.01 par value; 40,000 shares authorized; 35,123 and 34,383 outstanding		351			344
Additional paid in capital		76,686			76,837
Retained earnings		75,330			76,428
Total Spartan Motors, Inc. shareholders’ equity		152,367			153,609
Non-controlling interest		(658	)		(657	)
Total shareholders’ equity		151,709			152,952
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	313,809		$	243,294

	March 31, 2018			December 31, 2017
	(Unaudited)			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	29,407		$	33,523
Accounts receivable, less allowance of $148 and $139		83,388			83,147
Contract assets		41,051			-
Inventories		48,517			77,692
Other current assets		4,822			4,425
Total current assets		207,185			198,787

Property, plant and equipment, net		54,966			55,177
Goodwill		27,417			27,417
Intangible assets, net		9,223			9,427
Other assets		3,097			3,072
Net deferred tax asset		6,312			7,284
TOTAL ASSETS	$	308,200		$	301,164

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	49,978		$	40,643
Accrued warranty		17,358			18,268
Accrued compensation and related taxes		9,008			13,264
Deposits from customers		20,349			25,422
Other current liabilities and accrued expenses		13,727			12,071
Current portion of long-term debt		59			64
Total current liabilities		110,479			109,732

Long-term debt, less current portion		17,911			17,925
Other non-current liabilities		5,353			5,238
Total liabilities		133,743			132,895
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value: 2,000 shares authorized (none issued)		-			-
Common stock, $0.01 par value; 80,000 shares authorized; 35,291 and 35,097 outstanding		353			351
Additional paid in capital		78,045			79,721
Retained earnings		96,717			88,855
Total Spartan Motors, Inc. shareholders’ equity		175,115			168,927
Non-controlling interest		(658	)		(658	)
Total shareholders’ equity		174,457			168,269
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	308,200		$	301,164

	Three Months Ended March 31,
	2017			2016

Sales	$	167,075		$	133,726
Cost of products sold		150,531			117,906
Restructuring charges		150			-
Gross profit		16,394			15,820

Operating expenses:
Research and development		2,142			1,224
Selling, general and administrative		14,602			13,566
Restructuring charges		492			339
Total operating expenses		17,236			15,129

Operating income (loss)		(842	)		691

Other income (expense):
Interest expense		(264	)		(114	)
Interest and other income		90			59

Total other income (expense)		(174	)		(55	)

Income (loss) before taxes		(1,016	)		636

Taxes		83			93

Net income (loss)		(1,099	)		543

Less: net income (loss) attributable to non-controlling interest		(1	)		-

Net income (loss) attributable to Spartan Motors, Inc.	$	(1,098	)	$	543

Basic net income (loss) per share	$	(0.03	)	$	0.02
Diluted net income (loss) per share	$	(0.03	)	$	0.02

Basic weighted average common shares outstanding		33,725			34,280
Diluted weighted average common shares outstanding		33,725			34,280

	Three Months Ended March 31,
	2018			2017

Sales	$	173,038		$	167,075
Cost of products sold		150,880			150,531
Restructuring charges		-			150
Gross profit		22,158			16,394

Operating expenses:
Research and development		1,389			2,142
Selling, general and administrative		17,873			14,602
Restructuring charges		20			492
Total operating expenses		19,282			17,236

Operating income (loss)		2,876			(842	)

Other income (expense):
Interest expense		(323	)		(264	)
Interest and other income		1,593			90
Total other income (expense)		1,270			(174	)

Income (loss) before taxes		4,146			(1,016	)

Taxes		(48	)		83

Net income (loss)		4,194			(1,099	)

Less: net income (loss) attributable to non-controlling interest		-			(1	)

Net income (loss) attributable to Spartan Motors, Inc.	$	4,194		$	(1,098	)

Basic net income (loss) per share	$	0.12		$	(0.03	)
Diluted net income (loss) per share	$	0.12		$	(0.03	)

Basic weighted average common shares outstanding		35,094			33,725
Diluted weighted average common shares outstanding		35,094			33,725

	Number of		Common		Additional Paid In			Retained		Non-Controlling			Total Shareholders'
	Shares		Stock		Capital			Earnings		Interest			Equity
Balance at December 31, 2017		35,097	$	351	$	79,721		$	88,855	$	(658	)	$	168,269

Issuance of common stock and the tax impact of stock incentive plan transactions		3		-		(2,493	)		-		-			(2,493	)

Issuance of restricted stock, net of cancellation		191		2		(2	)		-		-			-

Stock based compensation expense related to restricted stock		-		-		819			-		-			819

Transition adjustment for adoption of new revenue recognition standard		-		-		-			3,668		-			3,668

Net income		-		-		-			4,194		-			4,194

Balance at March 31, 2018		35,291	$	353	$	78,045		$	96,717	$	(658	)	$	174,457

	March 31,			December 31,
	2018			2017
Finished goods	$	8,825		$	15,539
Work in process		3,618			15,980
Raw materials and purchased components		39,841			48,092
Reserve for slow-moving inventory		(3,767	)		(1,919	)
Total inventory	$	48,517		$	77,692

	March 31, 2018			December 31, 2017
Line of credit revolver (1):	$	17,800		$	17,800
Capital lease obligations		170			189
Total debt		17,970			17,989
Less current portion of long-term debt		(59	)		(64	)
Total long-term debt	$	17,911		$	17,925

Pro Forma Results of Operations	Three Months Ended March 31, 2017		Three Months Ended March 31, 2016

Net sales	$	167,075	$	150,275

Net earnings	$	686	$	63

Diluted net earnings per share	$	0.02	$	-

Cash	$	3,825
Accounts receivable		6,523
Inventory		62,853
Other current assets		887
Property, plant and equipment		5,773
Intangible assets		3,900
Goodwill		9,669
Total assets acquired		93,430

Accounts payable		3,935
Customer prepayments		42,929
Accrued warranty		1,900
Other liabilities		2,177
Total liabilities assumed		50,941

Total purchase price	$	42,489

	As of March 31, 2017						As of December 31, 2016

	Gross carrying amount		Accumulated amortization		Net		Gross carrying amount		Accumulated amortization		Net
Customer and dealer relationships	$	6,170	$	3,437	$	2,733	$	6,170	$	3,348	$	2,822
Acquired product development project		1,860		1,254		606		1,860		1,167		693
Unpatented technology		1,500		38		1,462		-		-		-
Non-compete agreements		400		400		-		400		400		-

Backlog		320		320		-		320		320		-

Trade Names		5,270		-		5,270		2,870		-		2,870
	$	15,520	$	5,449	$	10,071	$	11,620	$	5,235	$	6,385

	Amount

2017	$	619
2018		816
2019		449
2020		423
2021		399
Thereafter		2,095
Total	$	4,801

	March 31,			December 31,
	2017			2016
Finished goods	$	28,714		$	12,743
Work in process		25,476			14,063
Raw materials and purchased components		58,041			35,458
Reserve for slow-moving inventory		(3,078	)		(3,368	)
Total inventory	$	109,153		$	58,896

	Emergency Response Vehicles		Fleet Vehicles & Services		Total
Balance as of December 31, 2016	$	-	$	15,961	$	15,961
Acquisition of Smeal		9,669		-		9,669
Balance as of March 31, 2017	$	9,669	$	15,961	$	25,630

	March 31, 2017			December 31, 2016
Line of credit revolver (1):	$	32,800		$	-
Capital lease obligations		123			139
Total debt		32,923			139
Less current portion of long-term debt		(63	)		(65	)
Total long-term debt	$	32,860		$	74

	Quarter Ended March 31, 2017
	Emergency Response		Fleet Vehicles and Services		Specialty Chassis and Vehicles		Other		Total
Cost of products sold
Accrual for severance	$	37	$	97	$	16	$	-		150

General and Administrative
Accrual for severance		362		8		79		43		492
Total restructuring	$	399	$	105	$	95	$	43	$	642

	Severance
Balance January 1, 2017	$	-
Accrual for severance		642
Payments and adjustments made in period		200
Balance March 31, 2017	$	442

	Three Months Ended March 31,
	2017		2016
Basic weighted average common shares outstanding		33,725		34,280
Effect of dilutive stock appreciation rights		-		-
Diluted weighted average common shares outstanding		33,725		34,280


Anti-dilutive stock awards:
Restricted stock		681		-
Stock appreciation rights		3		-
		684		-

	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
Net income (loss) attributable to Spartan Motors, Inc.	$	(1,098	)	$	543
Add:
Interest expense		264			114
Taxes		83			93
Depreciation and amortization expense		2,325			1,786
EBITDA		1,574			2,536
Add:
Restructuring expense		642			339
Acquisition expense		672			-
Impact of inventory fair value step-up		189			-
Impact of chassis shipments to Smeal		1,112			-
Adjusted EBITDA	$	4,189		$	2,875

	●	Our diversified business model. We believe the major strength of our business model is market diversity and customization. Our Fleet Vehicles and Specialty Chassis and Vehicles segments serve mainly business and consumer markets, effectively diversifying our company and complementing our Emergency Response Vehicles segment, which primarily serves governmental entities. Additionally, the fleet vehicle market is an early-cycle industry, complementary to the late-cycle emergency response vehicle industry. We intend to continue to pursue additional areas that build on our core competencies in order to further diversify our business.

	●	Our ~~acquisition~~alliance with Motiv Power Systems, a leading producer of ~~Smeal, completed~~all-electric chassis for walk-in vans, box trucks, work trucks, buses and other specialty vehicles that provides Spartan with exclusive access to Motiv’s EPIC^TM all-electric chassis in ~~January 2017 which will bring significant scale~~manufacturing Class 4 – Class 6 walk-in vans. This alliance demonstrates Spartan’s ability to ~~our Emergency Response Vehicles segment, expand~~innovate and advance the ~~geographic reach~~markets we serve, and places us ahead of ~~our dealer network and add complementary products to our existing emergency response product portfolio.~~

	●	~~The development of our new facility~~the curve in ~~Kansas City, Missouri which will support Ford Transit van equipment up-fit operations for our current customer base.~~the EV fleet market.

	●	Our expansion into the equipment up-fit market for vehicles used in the parcel delivery, trades and construction industries. This rapidly expanding market offers an opportunity to add value to current and new customers for our fleet vehicles and vehicles produced by other original equipment manufacturers.

	●	Our Spartan Select and 180 truck programs, designed to provide the custom apparatus that emergency response professionals need with unprecedented order-to-delivery cycle times as short as 180 days.

	●	Spartan Connected ~~Care,~~Coach, a ~~new mobile application~~technology bundle for our motor home chassis that ~~provides owners of motor homes built on Spartan chassis with instant access~~includes a 15-inch digital dash displaying gauge functions, tire pressure monitoring, blind spot indicators, navigation, and other information. Connected Coach also offers passive keyless start and adjustable Adaptive Cruise Control, and brings proven automotive technology to ~~a pre-trip inspection checklist, coach-specific diagnostic codes and an interactive map to locate~~ the closest Spartan authorized service center. Spartan Connected Care also provides notifications of events and rallies where owners can meet with Spartan engineers and service technicians, and participate in training sessions.RV market.

	●	The introduction of the Velocity, a new delivery vehicle design that combines the productivity of a walk-in van for multi-stop deliveries with the superior fuel economy of the Ford Transit chassis.

	●	The expansion of our alliance with Isuzu to include the assembly of ~~Isuzu~~’sIsuzu’s new F-Series truck. This expanded relationship demonstrates Isuzu’s confidence in Spartan’s quality, people, flexibility and expertise and provides another positive example of our successful execution of our multi-year plan for improving performance.

	●	The strength of our balance sheet, which includes robust working capital, low debt and access to credit through our revolving line of ~~credit and private shelf agreement.~~credit.

	Three Months Ended March 31,					Three Months Ended March 31,
	2017			2016		2018			2017
Sales		100.0			100.0		100.0			100.0
Cost of products sold		90.1			88.2		87.2			90.1
Restructuring charges		0.1			0.0		0.0			0.1
Gross profit		9.8			11.8		12.8			9.8
Operating expenses:
Research and development		1.3			0.9		0.8			1.3
Selling, general and administrative		8.7			10.1		10.3			8.7
Restructuring charges		0.3			0.3		0.0			0.3

Operating income (loss)		(0.5	)		0.5		1.7			(0.5	)
Other income (expense), net		(0.1	)		0.0		0.7			(0.1	)

Income (loss) before taxes		(0.6	)		0.5		2.4			(0.6	)
Taxes		(0.0	)		0.1		(0.0	)		0.0

Net income (loss)		(0.7	)		0.4		2.4			(0.7	)

	2018			2017
Net income (loss) attributable to Spartan Motors, Inc.	$	4,194		$	(1,098	)
Add (subtract):
Restructuring charges		20			642
Impact of acquisition on timing of chassis revenue recognition		-			1,112
Impact of step-up in inventory value resulting from acquisition		-			189
Impact of acquisition adjustment for net working capital		(1,500	)		-
Acquisition related expenses		162			672
Deferred tax asset valuation allowance		74			466
Tax effect of adjustments		315			(719	)
Adjusted net income attributable to Spartan Motors, Inc.	$	3,265		$	1,264


Net income (loss) attributable to Spartan Motors, Inc.	$	4,194		$	(1,098	)
Add (subtract):
Depreciation and amortization		2,452			2,325
Taxes on income		(48	)		83
Interest expense		323			264
Restructuring charges		20			642
Impact of acquisition on timing of chassis revenue recognition		-			1,112
Impact of step-up in inventory value resulting from acquisition		-			189
Acquisition related expenses		162			672
Impact of acquisition adjustment for net working capital		(1,500	)		-
Adjusted EBITDA	$	5,603		$	4,189

	March 31, 2017		March 31, 2016		March 31, 2018		March 31, 2017
Fleet Vehicles and Services					$	335,325	$	113,960
Emergency Response Vehicles	$	214,463	$	160,392		189,627		214,463
Fleet Vehicles and Services		113,960		137,717
Specialty Chassis and Vehicles		22,847		20,787		29,663		22,847
Total consolidated	$	351,270	$	318,896	$	554,615	$	351,270

	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
Net income (loss) attributable to Spartan Motors, Inc.	$	(1,098	)	$	543
Add:
Interest expense		264			114
Taxes		83			93
Depreciation and amortization expense		2,325			1,786
EBITDA		1,574			2,536
Add:
Restructuring expense		642			339
Acquisition expense		672			-
Impact of inventory fair value step-up		189			-
Impact of chassis shipments to Smeal		1,112			-
Adjusted EBITDA	$	4,189		$	2,875

Financial Data
(Dollars in thousands)
	Three Months Ended March 31,
	2017						2016
	Amount			%			Amount			%

Sales	$	80,202			100.0	%	$	41,138			100.0	%

Adjusted EBITDA		(1,337	)		(1.7	)%		(3,119	)		(7.6	)%

Segment assets		149,059						68,731

	March 31, 2017		December 31, 2016		Change		March 31, 2018		December 31, 2017		Change

Current assets	$	214,072	$	162,191	$	51,881	$	207,185	$	198,787	$	8,398

Current liabilities		124,332		87,724		36,608		110,479		109,732		747

Working capital	$	89,740	$	74,467	$	15,273	$	96,706	$	89,055	$	7,651

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 (1)		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 (1)
January 1 to January 31		-	$	-		-		1,000,000		10,234	$	15.75		-		1,000,000
February 1 to February 28		-		-		-		1,000,000		-		-		-		1,000,000
March 1 to March 31		64,288		7.74		-		1,000,000		142,621		17.20		-		1,000,000
Total		64,288	$	7.74		-		1,000,000		152,855	$	17.10		-		1,000,000

Exhibit ~~Exhibit No.~~N	umber	Document

10.1	Management severance plan.

31.1		Certification of President and 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~~:Date: May ~~4, 2017~~3, 2018	SPARTAN MOTORS, INC.



	By	/s/ Frederick J. Sohm
		Frederick J. Sohm Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Exhibit No.		Document

10.1	Management severance plan.

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