-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RG5AgSC94yxtx/rCVllXYzLK7x/rW30NHjGMD3GKjQc/X70i8yx4OLFe2hh7BtW0 q3eDJ/Gf38AP1CvjY0GLpw== 0000021759-01-500016.txt : 20010522 0000021759-01-500016.hdr.sgml : 20010522 ACCESSION NUMBER: 0000021759-01-500016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010430 FILED AS OF DATE: 20010521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLINS INDUSTRIES INC CENTRAL INDEX KEY: 0000021759 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 430985160 STATE OF INCORPORATION: MO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12619 FILM NUMBER: 1644367 BUSINESS ADDRESS: STREET 1: 15 COMPOUND DR CITY: HUTCHINSON STATE: KS ZIP: 67502 BUSINESS PHONE: 3166635551 MAIL ADDRESS: STREET 1: 15 COMPOUND DRIVE STREET 2: PO BOX 648 CITY: HUTCHINSON STATE: KS ZIP: 67502 10-Q 1 qt2qrw.htm COLLINS INDUSTRIES, INC. 2Q 10Q FYE 10/31/01 FORM l0-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: April 30, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission file number 0-12619

Collins Industries, Inc. .

(Exact name of registrant as specified in its charter)

Missouri 43-0985160 .

(State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number)

15 Compound Drive Hutchinson, Kansas 67502-4349 .

(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code 620-663-5551 .

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

 

Yes X . No .

 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

 

Common Stock, $.10 par value 7,338,255 .

Class Outstanding at May 21, 2001

COLLINS INDUSTRIES, INC. AND SUBSIDIARIES

FORM 10-Q

April 30, 2001

INDEX

PART I.

FINANCIAL INFORMATION

PAGE NO.

     

Item 1.

Financial Statements:

 
     
 

Consolidated Condensed Balance Sheets

 
 

April 30, 2001 and October 31, 2000

2

     
 

Consolidated Condensed Statements of Income

 
 

Three and Six Months Ended April 30, 2001

and 2000

3

     
 

Consolidated Condensed Statements of Cash Flow

 
 

Six Months Ended April 30, 2001 and 2000

4

     
 

Notes to Consolidated Condensed Financial Statements

5

     

Item 2.

   
     
 

Management's Discussion and Analysis of Financial

 
 

Condition and Results of Operations

7

     

PART II.

OTHER INFORMATION

 
     

Item 4.

Submission of Matters to a Vote of Security-Holders

11

     

Item 6.

Exhibits and Reports on Form 8-K

12

     

SIGNATURES

12

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Collins Industries, Inc. and Subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

April 30,

 

October 31,

 

2001 .

 

2000 .

       

ASSETS

     

Current Assets:

     

Cash

$ 141,234

 

$ 204,101

Receivables, trade & other

8,638,864

 

10,206,169

Inventories, lower of cost (FIFO) or market

46,318,788

 

41,410,790

Prepaid expenses and other current assets

2,277,087

 

3,049,779

Total current assets

57,375,973

 

54,870,839

       

Property and equipment, at cost

44,911,884

 

44,305,214

Less: accumulated depreciation

26,297,345

 

25,157,372

Net property and equipment

18,614,539

 

19,147,842

Other assets

6,852,999

 

7,003,486

Total assets

$82,843,511

 

$81,022,167

       

LIABILITIES & SHAREHOLDERS' INVESTMENT

     

Current liabilities:

     

Current maturities of long-term debt & capitalized leases

$ 3,080,974

 

$ 3,087,968

Accounts payable

22,708,135

 

25,611,383

Accrued expenses

5,520,971

 

6,019,483

Total current liabilities

31,310,080

 

34,718,834

       

Long-term debt and capitalized leases

25,067,158

 

19,015,695

       

Deferred income tax

614,922

 

614,922

       

Shareholders' investment:

     

Common stock

733,826

 

742,446

Paid-in capital

17,769,060

 

18,026,830

Deferred compensation

(1,190,612)

 

(1,071,169)

Retained earnings

8,539,077

 

8,974,609

Total shareholders' investment

25,851,351

 

26,672,716

Total liabilities & shareholders' investment

$82,843,511

 

$81,022,167

       
       
       

(See accompanying notes)

     

 

Collins Industries, Inc. and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

Three Months Ended

Six Months Ended

 

April 30,

April 30 ,

 

2001 .

2000 .

2001 .

2000 .

         

Sales

$51,073,089

$51,514,144

$ 93,517,975

$101,227,399

Cost of sales

44,306,915

44,851,513

82,205,690

87,482,488

         

Gross profit

6,766,174

6,662,631

11,312,285

13,744,911

         

Selling, general and administrative expenses

4,916,711

4,988,074

9,838,320

10,166,763

         

Income from operations

1,849,463

1,674,557

1,473,965

3,578,148

         

Other income (expense):

       

Interest expense

(596,897)

(426,224)

(1,207,042)

(832,219)

Other, net

12,327

33,241

20,450

93,906

         
         

Income before provision for income taxes

1,264,893

1,281,574

287,373

2,839,835

         

Provision for income taxes

480,000

377,000

110,000

932,000

         
         

Net income

$ 784,893

$ 904,574

$ 177,373

$ 1,907,835

         

Earnings per share:

       

Basic

$ .11

$ .13

$ .03

$ .26

Diluted

$ .11

$ .12

$ .02

$ .25

         

Dividends per share

$ .0250

$ .0250

$ .0875

$ .1300

         

Weighted average common

       

and common equivilent shares

       

Outstanding:

       

Basic

6,891,566

7,212,406

6,951,117

7,212,406

Diluted

7,051,354

7,536,642

7,126,570

7,545,755

         

 

(See accompanying notes)

Collins Industries, Inc. and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW

(Unaudited)

 

Six Months Ended

 

April 30,

 

2001 .

2000 .

Cash flow from operations:

   

Cash received from customers

$95,085,280

$99,598,203

Cash paid to suppliers and employees

(97,854,190)

(96,589,879)

Interest paid

(1,239,330)

(857,794)

Income taxes paid

-

(1,195,654)

     

Cash provided by (used in) operations

(4,008,240)

954,876

     

Cash flow from investing activities:

   

Capital expenditures

(751,296)

(1,319,031)

Other, net

(58,616)

(44,684)

     

Cash used in investing activities

(809,912)

(1,363,715)

     

Cash flow from financing activities:

   

Borrowings of long-term debt

7,652,929

2,007,230

Principal payments of long-term debt

   

and capitalized leases

(1,608,460)

(741,431)

Acquisition and retirement of treasury stock

(676,280)

-

Payment of dividends

(612,904)

(959,480)

     

Cash provided by financing activities

4,755,285

306,319

     

Net decrease in cash

(62,867)

(102,520)

     

Cash at beginning of period

204,101

344,948

     

Cash at end of period

$ 141,234

$ 242,428

     

Reconciliation of net income to net cash provided by (used in) operations:

   

Net income

$ 177,373

$ 1,907,835

Depreciation and amortization

1,782,079

1,513,925

Decrease (increase) in receivables

1,567,305

(1,629,196)

Increase in inventories

(4,907,998)

(1,625,866)

Decrease in prepaid expenses and other current assets

772,692

544,587

Increase (decrease) in accounts payable and accrued expenses

(3,401,760)

362,323

Other

2,069

(118,732)

     

Cash provided by (used in) operations

$(4,008,240)

$ 954,876

     

(See accompanying notes)

   

 

COLLINS INDUSTRIES, INC. AND SUBSIDIARIES


Notes to Consolidated Condensed Financial Statements

(Unaudited)

 

 

(1) General

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring items) necessary to summarize fairly the Company's financial position at April 30, 2001 and the results of operations for the three and six months ended April 30, 2001 and 2000, and the cash flows for the six months ended April 30, 2001 and 2000.

The Company suggests that the unaudited Consolidated Condensed Financial Statements for the three and six months ended April 30, 2001 be read in conjunction with the Company's Annual Report on Form 10-K for the year ended October 31, 2000.

(2) Inventories

Inventories, which include material, labor, and manufacturing overhead, are stated at the lower of cost (FIFO) or market.

Major classes of inventories as of April 30, 2001 and October 31, 2000, consisted of the following:

 

 

April 30, 2001

October 31, 2000

Chassis

$ 8,990,377

$10,822,015

Raw materials & components

14,962,249

13,325,241

Work-in-process

5,937,784

7,941,310

Finished goods

16,428,378

9,322,224

 

$46,318,788

$41,410,790

(3) Earnings per Share

Dilutive securities, consisting of options to purchase the Company's common stock and restricted stock awards included in the calculation of diluted weighted average common shares were 159,788 and 324,236 for the three months ended April 30, 2001 and 2000, respectively. The effect of dilutive stock options and restricted stock awards on weighted average shares outstanding was 175,453 and 333,349 for the six months ended April 30, 2001 and 2000, respectively.

(4) Contingencies and Litigation

At April 30, 2001, the Company had contingencies and litigation pending which arose in the ordinary course of business. Litigation is subject to many uncertainties and the outcome of the individual matters is not presently determinable. It is management's opinion that this litigation would not result in liabilities that would have a material adverse effect on the Company's consolidated financial position.

(5) Segment Information

Three Months Ended

Six Months Ended

(In Thousands)

April 30,

April 30,

 

2001 .

2000 .

2001 .

2000 .

Revenues from external customers:

       

Ambulance

$24,786

$24,556

$ 44,338

$ 47,511

Buses

13,267

17,093

24,979

35,054

Terminal Trucks and Road

Construction

13,020

9,865

24,201

18,662

Consolidated Total

$51,073

$51,514

$ 93,518

$101,227

         

Segment profit (pretax):

       

Ambulance

$ 1,616

$ 690

$ 1,163

$ 1,391

Buses

(159)

640

(270)

1,736

Terminal Trucks and Road

Construction

600

769

1,048

1,399

Other

(792)

(817)

(1,654)

(1,686)

Consolidated Total

$ 1,265

$ 1,282

$ 287

$ 2,840

         

As of

 

April 30,

October 31,

 

2001 .

2000 .

Segment assets:

   

Ambulance

$34,492

$30,583

Buses

24,776

24,137

Terminal Trucks and Road

Construction

20,025

21,911

Other

3,550

4,391

Consolidated Total

$82,843

$81,022

     

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL:

Collins Industries, Inc., has three reportable segments: Ambulances, buses, and terminal trucks/road construction equipment. The ambulance segment produces modular and van type ambulances for sale to hospitals, ambulance services, fire departments and other governmental agencies. The bus segment produces small school buses, commercial buses and shuttle buses for sale to schools, hotel shuttle services, airports, and other governmental agencies. The terminal truck/road construction equipment segment produces off road trucks designed to move trailers and containers for sale to warehouses, truck terminals, rail yards, rail terminals and shipping ports and produces a line of road construction equipment.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies of the "Notes to Consolidated Financial Statements" in the Company's 2000 Form 10-K. The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.

The company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, with all intercompany sales eliminated in consolidation.

The Company's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Most of the businesses were acquired as a unit.

See "Note 7 to the Consolidated Financial Statements" for quantitative segment information.

RESULTS OF OPERATIONS:

Sales

Sales for the three months ended April 30, 2001 were flat compared to the same period in fiscal 2000. The positive impact of sales from road construction products was offset by a unit volume decline of 20% in school bus products for the quarter. This decline was principally due to delays in chassis supplied by General Motors. The changes in average unit selling prices were not significant compared to the same period in fiscal 2000.

Sales for the six months ended April 30, 2001 decreased 8% compared to the same period in fiscal 2000. This decrease was principally due to 30% and 10% decreases in unit volume sales of bus and ambulance products, respectively. Compared to the same period in fiscal 2000, the average unit selling prices of ambulance and terminal truck/road construction equipment products increased by 3% and 10%, respectively and the average selling price of bus products was flat for the six months ended April 30, 2001.

There were several factors contributing to the sales decline for the six months ended April 30, 2001. These factors included lower school bus orders for winter production and the Company experienced some chassis delays due to winter plant shutdowns at both Ford Motor Company and General Motors.

The Company's consolidated sales backlog at April 30, 2001 was $67.4 million compared to $46.7 million at October 31, 2000 and $78.8 million at April 30, 2000.

Cost of Sales

Cost of sales for the three months ended April 30, 2001 was 86.8% of sales compared to 87.1% for the same period in fiscal 2000.

Cost of sales for the six months ended April 30, 2001 was 87.9% of sales compared to 86.4% for the same period in fiscal 2000. This increase was principally due to the decrease in school bus sales without a corresponding decrease in fixed manufacturing overhead related to school bus operations.

Selling, General and Administrative Expense

Selling, general and administrative expense, as a percent of sales, for the three months ended April 30, 2001 and 2000 was 9.6% and 9.7%, respectively.

Selling, general and administrative expense, as a percent of sales, for the six months ended April 30, 2001 and 2000 was 10.5% and 10.0%, respectively. This increase was principally associated with the selling, general and administrative expenses related to road construction equipment products that were acquired in September of 2000.

 

Other Income (Expense)

Interest expense for the three and six months ended April 30, 2001 increased principally as a result of the Company's increase in debt associated with the acquisition of the road construction products and higher ambulance inventories. This increase was partially offset by an overall decrease of the Company's effective interest rates.

Net Income

The Company's net income for the three months ended April 30, 2001 was $.8 million ($.11 per share-diluted) compared to $.9 million ($.12 per share-diluted) for the same period in fiscal 2000. The decrease in the Company's net income was principally attributable to higher interest costs, the impact of a higher overall income tax rate and lower profit contributions from bus products associated with the related decline in unit sales. These decreases were partially offset by higher profit contributions from ambulance operations.

The Company's net income for the six months ended April 30, 2001 was $.2 million ($.02 per share-diluted) compared to $1.9 million ($.25 per share - diluted) for the comparable period in fiscal 2000. The decrease in the Company's net income was principally attributable to higher interest costs, the impact of a higher overall income tax rate and lower profit contributions from bus products associated with the related decline in unit sales.

LIQUIDITY AND CAPITAL RESOURCES:

The Company used existing credit lines, internally generated funds and supplier financing to fund its operations and capital expenditures for the six months ended April 30, 2001.

Cash used in operations was $4.0 million for the six months ended April 30, 2001, compared to cash provided by operations of $1.0 million for the same period in fiscal 2000. Cash used in operations principally resulted from an increase in inventory of $4.9 million, a decrease in accounts payable and accrued expenses of $3.4 million, and was partially offset by a decrease in receivables of $1.6 million, depreciation and amortization of $1.8 million, a decrease in prepaid expenses and other current assets of $.8 million and net income of $.2 million.

Cash used in investing activities was $.8 million for the six months ended April 30, 2001 compared to $1.4 million for the same period in fiscal 2000. The decrease was principally due to lower capital expenditures for the six months ended April 30, 2001.

Cash flow provided by financing activities was $4.8 million for the six months ended April 30, 2001, compared to $.3 million for the same period in fiscal 2000. This change principally resulted from increased borrowings to finance working capital needs and to purchase and retire common stock.

The Company has aggregate maturities of $20.7 million in capitalized leases and long-term debt due in 2002, principally as a result of a loan agreement with the Company's lead bank that expires August 31, 2002. The Company currently anticipates arranging an extension or refinancing of this debt at or prior to maturity.

The Company believes that its cash flows from operations and bank credit lines will be sufficient to satisfy its future working capital and capital expenditure requirements.

Cautionary Statement Regarding Risks and Uncertainties That May Affect Future Results

This report and other written reports and oral statements made from time to time by the Company may contain so-called "forward-looking statements" about the business, financial condition and prospects of the Company, all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as "expects", "plans", "will", "estimates", "forecasts", "projects", and other words of similar meaning. One can also identify them by the fact that they do not relate strictly to historical or current facts. One should understand that it is not possible to predict or identify all factors, which involve risks and uncertainties. Consequently, the reader should not consider any such list or listing to be a complete statement of all potential risks or uncertainties.

No forward-looking statement can be guaranteed and actual future results may vary materially. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation, changes in competition, changes in product demand, substantial dependence on third parties for product quality, the availability of chassis, adequate direct labor pools, development of new products, interest rate fluctuations, various inventory risks due to changes in market conditions, changes in tax and other governmental rules and regulations applicable to the Company, reliability and timely fulfillment of orders and other risks indicated in the Company's filings with the Securities and Exchange Commission.

The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company's filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K (if any).

 

PART II - OTHER INFORMATION

Item 1 -

Legal Proceedings

 

Not applicable

   

Item 2 -

Changes in Securities

 

Not applicable

   

Item 3 -

Defaults on Senior Securities

 

Not applicable

   

Item 4 -

Submission of Matters to a Vote of Security-Holders

 

The Company's 2001 Annual Meeting of Shareholders was held February 23, 2001. Mr. Donald Lynn Collins and Mr. William R. Patterson were each elected as a director for a three-year term. Mr. Collins received 6,170,089 votes for, 81,678 against and 13,500 abstentions. Mr. Patterson received 5,525,313 votes for, 81,678 against and no abstentions. The other directors whose term of office continued after the meeting were: Don L. Collins, Lewis W. Ediger, Arch G. Gothard and Don S. Peters.

   
 

For the fiscal year ending October 31, 2001, the Company also ratified the appointment of its independent public accountants, Arthur Andersen LLP at its 2001 Annual Meeting of Shareholders. Arthur Andersen LLP received 5,882,411 votes for, 36,005 votes against and 10,963 abstentions.

Item 5 -

Other Information

Not applicable

 

   

Item 6 -

Exhibits and Reports on Form 8-K

   

Exhibits:

10.1 - Amendment No. 3. Dated as of February 22, 2001, to the Amended and Restated Loan and Security Agreement dated as of July 31, 1998, by and between Collins Industries, Inc., and Bank of America N.A.

   
 

10.2 - Amendment No. 4 dated as of May 14, 2001, to the Amended and Restated Loan and Security Agreement dated as of July 31, 1998, by and between Collins Industries, Inc., and Bank of America N.A.

   
  • Reports on Form 8-K

     

    No reports on Form 8-K were filed during the quarter ended April 30, 2001.

       

    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     

       

    COLLINS INDUSTRIES, INC.

    Dated:

    May 21, 2001

     
         
     

    By

     
       

    /s/ Larry W. Sayre

       

    Larry W. Sayre, Vice President of Finance

       

    and Chief Financial Officer

       

    (Principal Accounting Officer)

     

    EX-10 2 boa3ad.htm COLLINS INDUSTRIES, INC. 2Q10Q01 EX 10.1 LOAN DOC Third Amendment (cap-ex facility to re-load)

     

     

     

     

    THIRD AMENDMENT TO AMENDED AND RESTATED

    LOAN AND SECURITY AGREEMENT

     

    THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 22nd day of February, 2001, by and among the financial institutions party to the Loan Agreement (as defined herein) from time to time (the "Lenders"), BANK OF AMERICA, N.A., formerly NATIONSBANK, N.A., as agent for the Lenders (the "Agent"), COLLINS INDUSTRIES, INC., a Missouri corporation ("Collins"), COLLINS BUS CORPORATION, a Kansas corporation ("Bus"), WHEELED COACH INDUSTRIES, INC., a Florida corporation ("WCI"), CAPACITY OF TEXAS, INC., a Texas corporation ("Capacity"), MOBILE TECH CORPORATION, a Kansas corporation ("Mobile"), WORLD TRANS, INC., a Kansas corporation ("World Trans"), BRUTZER CORPORATION, an Ohio corporation ("Brutzer"), MID BUS, INC., an Ohio corporation ("Mid Bus"), and MOBILE PRODUCTS, INC., a Kansas corporation ("Mobile Products", and, together with Collins, Bus, Capacity, Mobile, WCI, World Trans, Brutzer and Mid Bus, the "Borrowers" and each, a "Borrower").

    W I T N E S S E T H :

    WHEREAS, the Agent, the Lenders, and the Borrowers entered into that certain Amended and Restated Loan and Security Agreement, dated as of July 31, 1998 (as amended, the "Loan Agreement"), pursuant to which the Lenders agreed to extend certain financial accommodations to the Borrowers; and

    WHEREAS, the Borrowers have requested that the Agent and the Lenders amend the Loan Agreement in order to permit the Borrowers to reborrow the unused portion of the Term Loan B Facility from time to time; and

    WHEREAS, the Agent and the Lenders are willing to permit the Borrowers to do so on the terms set forth herein and in the Loan Agreement.

    NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

    1. Defined Terms. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Loan Agreement.

    2. Amendments to Loan Agreement.

    2.1. The Loan Agreement is amended by deleting the definition of "Term Loan B Facility" set forth in Section 1.1 and substituting the following in lieu thereof:

    "Term Loan B Facility" means, at any time, a principal amount equal to $2,000,000.

    2.2. The Loan Agreement is amended by deleting Section 3.1(b) and substituting the following in lieu thereof:

    (b) Term Loan B. Upon the terms and subject to the conditions of, and in reliance upon the representations and warranties made under, this Agreement, each Lender agrees severally, but not jointly, from the Effective Date to but excluding the Term Loan Termination Date, to make a Term Loan B to the Borrowers in incremental Term Loan B Advances in an aggregate principal amount at any one time outstanding equal to such Lender's Commitment Percentage of the Term Loan B Facility. The principal amount of any Term Loan B Advance which is repaid may be reborrowed by the Borrowers, subject to the terms and conditions of this Agreement and in accordance with this Article 3.

    2.3. The Loan Agreement is amended by deleting Section 3.2(i) and substituting the following in lieu thereof:

    (i) the aggregate principal amount of the requested Term Loan B Advance, which shall not be less than $250,000 and which, when added to the principal amount of Term Loan B Advances outstanding, shall not exceed $2,000,000 in the aggregate,

    3. Reaffirmation of Representations and Warranties. The Borrowers hereby restate, ratify, and reaffirm each and every term, condition, representation and warranty heretofore made by them under or in connection with the execution and delivery of the Loan Agreement as amended hereby and the other Loan Documents (in each case, as amended through and including the date hereof) as fully as though such representations and warranties had been made on the date hereof and with specific reference to this Amendment and the Loan Documents.

    4. Fees, Costs and Expenses. The Borrowers agree to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and enforcement of this Amendment and all other Loan Documents and any other transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agent.

    5. No Event of Default; No Offset, Counterclaim. To induce the Lenders to enter into this Amendment, the Borrowers hereby (a) represent and warrant that, as of the date hereof and after giving effect to the terms hereof, there exists no Default or Event of Default under the Loan Agreement or any of the Loan Documents; and (b) acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of the Borrowers against the Agent or any Lender exists arising out of or with respect to any of the Secured Obligations, the Loan Agreement, any of the other Loan Documents, or with respect to the administration or funding of the Loans.

    6. Miscellaneous. The Borrowers agree to take such further action as the Agent shall reasonably request in connection herewith to evidence the amendments herein contained to the Loan Agreement. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, other than its laws respecting choice of law. As amended hereby, the Loan Agreement shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Borrowers to the Agent and the Lenders.

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

    BORROWERS:

    COLLINS Industries, Inc.

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    COLLINS BUS CORPORATION

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    WHEELED COACH INDUSTRIES, INC.

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    CAPACITY OF TEXAS, INC.

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    MOBILE-TECH CORPORATION

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    WORLD TRANS, inc.

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    BRUTZER CORPORATION

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    MID BUS, inc.

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    MOBILE PRODUCTS, inc.

    By: s / Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

     

    AGENT:

    BANK OF AMERICA, N.A., as Agent

    By: s/ Gaye L. Stathis

    Gaye Stathis

    Vice President

     

     

    LENDER:

    BANK OF AMERICA, N.A.

    By: s/ Gaye L. Stathis

    Gaye Stathis

    Vice President

    EX-10 3 boa4ad.htm COLLINS INDUSTRIES, INC. 2Q10Q01 EX 10.2 LOAN DOC FOURTH AMENDMENT TO AMENDED AND RESTATED

    FOURTH AMENDMENT TO AMENDED AND RESTATED

    LOAN AND SECURITY AGREEMENT

     

    THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 14th day of May, 2001, by and among the financial institutions party to the Loan Agreement (as defined herein) from time to time (the "Lenders"), BANK OF AMERICA, N.A., formerly NATIONSBANK, N.A., as agent for the Lenders (the "Agent"), COLLINS INDUSTRIES, INC., a Missouri corporation ("Collins"), COLLINS BUS CORPORATION, a Kansas corporation ("Bus"), WHEELED COACH INDUSTRIES, INC., a Florida corporation ("WCI"), CAPACITY OF TEXAS, INC., a Texas corporation ("Capacity"), MOBILE TECH CORPORATION, a Kansas corporation ("Mobile"), WORLD TRANS, INC., a Kansas corporation ("World Trans"), BRUTZER CORPORATION, an Ohio corporation ("Brutzer"), MID BUS, INC., an Ohio corporation ("Mid Bus"), and MOBILE PRODUCTS, INC., a Kansas corporation ("Mobile Products", and, together with Collins, Bus, Capacity, Mobile, WCI, World Trans, Brutzer and Mid Bus, the "Borrowers" and each, a "Borrower").

    W I T N E S S E T H :

    WHEREAS, the Agent, the Lenders and the Borrowers entered into that certain Amended and Restated Loan and Security Agreement, dated as of July 31, 1998 (as amended, the "Loan Agreement"), pursuant to which the Lenders agreed to extend certain financial accommodations to the Borrowers; and

    WHEREAS, the Borrowers have requested that the Agent and the Lenders extend the stated maturity date of the various credit facilities provided for in the Loan Agreement; and

    WHEREAS, the Agent and the Lenders are willing to do so on the terms set forth herein and in the Loan Agreement.

    NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

    1. Defined Terms. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Loan Agreement.

    2. Amendments to Loan Agreement. The Loan Agreement is hereby amended by deleting the definitions of "Term Loan Termination Date" and "Termination Date" set forth in Section 1.1 and substituting the following in lieu thereof:

    "Term Loan Termination Date" means the earlier of the Termination Date or August 31, 2002.

    "Termination Date" means August 31, 2002, such earlier date as all Secured Obligations shall have been irrevocably paid in full and the Revolving Credit Facility shall have been terminated, or such later date as to which the same may be extended pursuant to the provisions of Section 2.5.

    3. Reaffirmation of Representations and Warranties. The Borrowers hereby restate, ratify, and reaffirm each and every term, condition, representation and warranty heretofore made by them under or in connection with the execution and delivery of the Loan Agreement as amended hereby and the other Loan Documents (in each case, as amended through and including the date hereof) as fully as though such representations and warranties had been made on the date hereof and with specific reference to this Amendment and the Loan Documents.

    4. Fees, Costs and Expenses. The Borrowers agree to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and enforcement of this Amendment and all other Loan Documents and any other transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agent.

    5. No Event of Default; No Offset, Counterclaim. To induce the Lenders to enter into this Amendment, the Borrowers hereby (a) represent and warrant that, as of the date hereof and after giving effect to the terms hereof, there exists no Default or Event of Default under the Loan Agreement or any of the Loan Documents; and (b) acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of the Borrowers against the Agent or any Lender exists arising out of or with respect to any of the Secured Obligations, the Loan Agreement, any of the other Loan Documents, or with respect to the administration or funding of the Loans.

    6. Further Action. The Borrowers agree to take such further action as the Agent shall request in good faith in connection herewith to evidence the amendments herein contained to the Loan Agreement, including, without limitation, paying any mortgage, recording or similar tax with respect to the Mortgages or obtaining any title insurance endorsement with respect thereto, in each case as the Agent may deem necessary in connection with the extension of the stated maturity date of the Secured Obligations contemplated hereby.

    7. Miscellaneous. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, other than its laws respecting choice of law. As amended hereby, the Loan Agreement shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Borrowers to the Agent and the Lenders.

     

     

    [SIGNATURES BEGIN ON NEXT PAGE]

     

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

    BORROWERS:

    COLLINS Industries, Inc.

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    COLLINS BUS CORPORATION

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    WHEELED COACH INDUSTRIES, INC.

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    CAPACITY OF TEXAS, INC.

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    MOBILE-TECH CORPORATION

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    WORLD TRANS, inc.

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    BRUTZER CORPORATION

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    MID BUS, inc.

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

    MOBILE PRODUCTS, inc.

    By: s/ Larry W. Sayre

    Larry Sayre

    Chief Financial Officer

     

     

    AGENT:

    BANK OF AMERICA, N.A., as Agent

    By: s/Gaye L. Stathis

    Gaye Stathis

    Vice President

     

     

    LENDER:

    BANK OF AMERICA, N.A.

    By: s/ Gaye L. Stathis

    Gaye Stathis

    Vice President

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