UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  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 March 31, 2002OR (  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 1-8183 SUPREME INDUSTRIES, INC.(Exact name of registrant as specified in its charter) Delaware 75-1670945(State or other jurisdiction of(I.R.S. Employer Identification No.)incorporation or organization)  16441 C.R. 38,  P.O. Box 237,  Goshen, Indiana  46528(Address of principal executive offices) Registrant's telephone number, including area code:  (574) 642-3070 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes    X      No  Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock ($.10 Par Value) Outstanding at May 3, 2002 Class A  8,878,317 Class B1,917,394                                    SUPREME INDUSTRIES, INC.  CONTENTS      Page No.  PART I.FINANCIAL INFORMATION Item 1.Financial Statements:  Consolidated Balance Sheets3 & 4   Consolidated Statements of Income5   Consolidated Statements of Cash Flows6   Notes to Consolidated Financial Statements7, 8 & 9   Item 2.Management's Discussion and Analysis of  Financial Condition and Results of Operations9 & 10    PART II.OTHER INFORMATION Item 6.Exhibits and Reports on Form 8-K11  SIGNATURES12                                  Page 2 of 12
   **Part I. Financial Information**          Item 1. Financial Statements **Supreme Industries, Inc. and Subsidiaries**Consolidated Balance Sheets   March 31,  December 31,  2002 2001**Assets** (Unaudited)   **Current assets:** Cash and cash equivalents.......................................$192,621$192,662 Accounts receivable, net.......................................... 19,399,564 20,526,224 Inventories............................................................... 29,036,774 26,741,761 Deferred income taxes............................................. 1,353,315 1,353,315 Other current assets................................................. 1,919,919 1,946,978   **Total current assets........................................** 51,902,193 50,760,940   **Property, plant and equipment, at cost......................** 68,595,776 68,514,749 Less, Accumulated depreciation and amortization.. 30,013,106 29,578,346   **Property, plant and equipment, net..............** 38,582,670 38,936,403   **Intangible assets, net....................................................** 920,973 938,576**Other assets...................................................................** 965,381 973,139   **Total assets......................................................**$92,371,217$91,609,058  The accompanying notes are a part of the consolidated financial statements.                                  Page 3 of 12 **Supreme Industries, Inc. and Subsidiaries**Consolidated Balance Sheets, Concluded        March 31,  December 31,       2002 2001**Liabilities and Stockholders' Equity** (Unaudited)   **Current liabilities:**     Current maturities of long-term debt.......................$4,278,239$4,303,239 Trade accounts payable........................................... 9,804,828 7,906,418 Accrued income taxes.............................................. 815,717 660,607 Other accrued liabilities........................................... 7,387,964 8,479,341   **Total current liabilities..................................** 22,286,748 21,349,605 **Long-term debt.............................................................** 12,099,181 13,075,971 **Deferred income taxes..................................................** 1,761,476 1,710,718 **Other long-term liabilities...........................................** 277,351 396,834            **Total liabilities................................................** 36,424,756 36,533,128          **Stockholders' equity.....................................................** 55,946,461 55,075,930   **Total liabilities and stockholders' equity.....**$92,371,217$91,609,058  The accompanying notes are a part of the consolidated financial statements.                                                    Page 4 of 12**Supreme Industries, Inc. and Subsidiaries**Consolidated Statements of Income (Unaudited)         Three Months Ended       March 31,       2002 2001**Revenues.......................................................................**$49,843,683$57,267,419          **Costs and expenses:**     Cost of sales............................................................. 42,969,974 49,170,730 Selling, general and administrative......................... 5,316,552 5,461,552 Interest..................................................................... 274,351 742,926       48,560,877 55,375,208 **** **Income before income taxes...........................** 1,282,806 1,892,211          Income taxes................................................................... 481,000 718,000   **Net income......................................................**$801,806$1,174,211   **Earnings per share:**      Basic................................................................. $.07 $.11  Diluted.............................................................. .07 .11                    **Shares used in the computation of earnings per share:**    Basic................................................................. 10,798,384 10,841,567  Diluted.............................................................. 10,974,904 10,865,251  The accompanying notes are a part of the consolidated financial statements.                                                                                                                                  Page 5 of 12**Supreme Industries, Inc. and Subsidiaries**Consolidated Statements of Cash Flows (Unaudited)                 Three Months Ended       March 31,       2002 2001**Cash flows from operating activities:**     Net income..............................................................$        801,806$     1,174,211 Adjustments to reconcile net income to net cash      provided by (used in) operating activities:       Depreciation and amortization..................      1,075,870      1,111,650   Loss (gain) on disposal of equipment........             3,114            (9,467)   Changes in operating assets and liabilities        (179,151)      2,666,157            **Net cash provided by operating activities....**      1,701,639      4,942,551          **Cash flows from investing activities:**     Additions to property, plant and equipment............        (707,948)        (371,982) Proceeds from disposal of equipment......................                300           26,296   (Increase) decrease in other assets...........................             7,758          (79,147)            **Net cash used in investing activities...............**        (699,890)        (424,833)          **Cash flows from financing activities:**     Proceeds from revolving line of credit and other      long-term debt..................................................      6,820,993    20,160,095 Repayments of revolving line of credit and other      long-term debt..................................................     (7,822,783)   (24,185,211) Acquisition of treasury stock...................................                  ---          (392,425)            **Net cash used in financing activities..............**     (1,001,790)     (4,417,541)          **Increase (decrease) in cash and cash equivalents.......**                 (41)         100,177          **Cash and cash equivalents, beginning of period........**         192,662         184,004          **Cash and cash equivalents, end of period...................**$        192,621$        284,181          The accompanying notes are a part of the consolidated financial statements.                                                                      Page 6 of 12
**Supreme Industries, Inc. And Subsidiaries****Notes to Consolidated Financial Statements**         NOTE A - BASIS OF PRESENTATION AND OPINION OF MANAGEMENT         The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all of the information and financial statement disclosures necessary for a fair presentation of consolidated financial position, results of operations and cash flows in conformity with generally accepted accounting principles.  In the opinion of management, the information furnished herein includes all adjustments necessary to reflect a fair statement of the interim periods reported.  All adjustments are of a normal and recurring nature.  The December 31, 2001 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.                   NOTE B - INVENTORIES          Inventories, which are stated at the lower of cost or market with cost determined using the first-in, first-out method, consist of the following:              March 31, December 31,      2002 2001  Raw materials..............................$17,207,274$15,974,583  Work-in-progress......................... 4,404,066 3,501,635  Finished goods............................. 7,425,434 7,265,543     $29,036,774$26,741,761          The valuation of raw materials, work-in-progress and finished goods inventories at interim dates is based upon a gross profit percentage method and bills of materials.  The Company has historically had favorable and unfavorable quarterly adjustments resulting from periodic physical inventories.  The Company is continuing to refine its costing procedures for valuation of interim inventories in an effort to minimize book to physical inventory adjustments.                  NOTE C - INTANGIBLE ASSETS         Intangible assets at March 31, 2002 subject to amortization consist of favorable lease commitments aggregating $1,048,167 less accumulated amortization of $862,208.  Amortization expense for the three months ended March 31, 2002 was $17,603 and annual amortization expense is estimated to be $70,412 for 2002, $51,542 for each of the years 2003 and 2004 and $30,066 for 2005.         Intangible assets at March 31, 2002 not subject to amortization because they have indefinite lives consist of goodwill aggregating $2,330,864 less accumulated amortization of $1,595,850.                  Page 7 of 12NOTE D - EARNINGS PER SHARE         The number of shares used in the computation of  basic and diluted earnings per share are as follows (in Thousands):              Three Months Ended      March 31,      2002 2001  Weighted average number of        shares outstanding (used in       computation of basic earnings       per share) 10,798 10,842           Effect of dilutive stock options 177 23           Diluted shares outstanding (used       in computation of diluted       earnings per share) 10,975 10,865                            NOTE E - NEW ACCOUNTING PRONOUNCEMENTS         The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002.  SFAS No. 142 primarily addresses the accounting for goodwill and other intangible assets subsequent to their acquisition.  The most significant changes made by SFAS 142 are:  (1) goodwill and indefinite lived intangible assets will no longer be amortized, (2) goodwill will be tested for impairment at least annually at the reporting unit level, (3) other intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (4) the amortization period of intangible assets with finite lives will no longer be limited to 40 years.  The effect of adopting SFAS No. 142 was to increase net income for the three months ended March 31, 2002 by $25,942.  Adjusted net income for the three months ended March 31, 2001, as if the provisions of SFAS No. 142 had been applied retroactively to the beginning of that period, would have been $1,200,153 or $.11 per basic and diluted share.         The Company also adopted SFAS No. 144, "Impairment or Disposal of Long-Lived Assets," effective January 1, 2002.  The provisions of this statement provide a single accounting model for impairment of long-lived assets.  The adoption of SFAS No. 144 is not expected to have any significant effect on the Company's financial position or results of operations.         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  This statement is effective for fiscal years beginning after June 15, 2002.  The Company is currently assessing the impact of this new standard.         Page 8 of 12NOTE F - RECLASSIFICATIONS         Certain items in the accompanying March 31, 2001 consolidated financial statements have been reclassified to conform to the 2002 presentation.  The reclassifications had no impact on stockholders' equity, net income or cash flows as previously presented.                           ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         Results of Operations         Revenues for the quarter ended March 31, 2002 decreased $7.5 million to $49.8 million from $57.3 million for the quarter ended March 31, 2001.  The decline in revenues relates primarily to an industry-wide weakness in demand for the Company's products and, to a lesser extent, a delay in the start of the spring fleet shipments.  This delay resulted from the inability of the chassis manufacturer to meet the original start date of the production run.         Gross profit as a percentage of revenues decreased to 13.8% for the quarter ended March 31, 2002 compared to 14.1% for the quarter ended March 31, 2001.  The Company incurs certain startup expenses when preparing for the production of a large national fleet.  These expenses are primarily in the area of non bill of material items purchased and certain labor costs incurred in advance of the start of production.  Due to the delay in the 2002 spring fleet shipments, the Company incurred expenses of this nature during the first three months of 2002 without the recognition of the corresponding revenues.  These increases in material and labor costs were partially offset by declines in overhead and delivery expenses as a percentage of revenues.  These declines resulted from the Company's ongoing efforts to reduce operating costs.         Selling, general and administrative expenses as a percentage of revenues increased to 10.7% for the quarter ended March 31, 2002 from 9.5% for the quarter ended March 31, 2001.  Selling expenses remained unchanged as a percentage of revenues while general and administrative expenses increased slightly.  While many of the expenses in the general and administrative category are relatively fixed, the Company expects to experience a decline in depreciation expense beginning in the fourth quarter of 2002.  This decline in the second largest general and administrative expense is expected to result from the full amortization of the Company's investment in operating software in the fall of 1999.         Interest expense decreased $468,575 to $274,351 for the quarter ended March 31, 2002 from $742,926 for the prior year comparable quarter.  The Company achieved the significant interest expense decline by reducing long-term debt by approximately 40% during the twelve months ended March 31, 2002 coupled with the decline in interest rates during the same period.  The Company also achieved significant interest expense reductions by negotiating more favorable terms with chassis manufacturers on the Company's consigned chassis inventories.                           Page 9 of 12Net income for the three months ended March 31, 2002 was $801,806 compared to $1,174,211 for the three months ended March 31, 2001.  Basic and diluted earnings were $.07 per share for the quarter ended March 31, 2002 compared to $.11 per share for the quarter ended March 31, 2001.                  Liquidity and Capital Resources         Cash flows from operating activities were the major sources of funds for operations, capital expenditures and to service debt during the first three months of 2002.  The largest components of cash provided by operations were increased trade accounts payable of $1.9 million, decreased accounts receivable of $1.1 million, depreciation and amortization of $1.1 million and net income of $.8 million.  The largest components of cash used by operations were increased inventories of $2.3 million and a reduction in other accrued liabilities of $1.1 million.  The increase in inventories relates to materials purchased for the production of a large fleet order in the second quarter of 2002. The Company invested $.7 million in property, plant and  equipment during the first three months of 2002 compared to $.4 million during the first three months of 2001. The significant financing activity which used cash was a $1.0 million reduction in long-term debt. The Company believes that cash flows generated from operations and funds available under the Company's revolving line of credit will be sufficient to meet the Company's cash needs during the remainder of 2002.                  Forward-Looking Statements         This report contains forward-looking statements, other than historical facts, which reflect the view of the Company's management with respect to future events.  When used in this report, words such as "believe," "expect," "anticipate," "estimate," "intend," and similar expressions, as they relate to the Company or its plans or operations, identify forward-looking statements.  Such forward-looking statements are based on assumptions made by and information currently available to the Company's management.  Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations are reasonable, and it can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from such expectations include, without limitation, limitations on the availability of chassis on which the Company's product is dependent, availability of raw materials and severe interest rate increases.  The forward-looking statements contained herein reflect the current views of the Company's management with respect to future events and are subject to those factors and other risks, uncertainties and assumptions relating to the operations, results of operations, cash flows and financial position of the Company.  The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements.Page 10 of 12                  **PART II.     OTHER INFORMATION**                                    ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K          a)Exhibits:  None               b)Reports on Form 8-K:  None                                                                                                                                                                                                                                                                                                                  Page 11 of 12                  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.                                         SUPREME INDUSTRIES, INC.         DATE:  May 8, 2002  BY:  /s/ ROBERT W. WILSON     Robert W. Wilson      Executive Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)              (Signing on behalf of the Registrant and as Principal Financial Officer)                                                                                                                                                                                                                                 Page 12 of 12