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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2003
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 000-00822
---------
THE OILGEAR COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0514580
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2300 South 51st Street,
Post Office Box 343924,
Milwaukee, Wisconsin 53234-3924
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 327-1700
- --------------------------------------------------------------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES ___X___ NO_____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
YES ______ NO__X___
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding June 30, 2003
- --------------------------------------------------------------------------------
Common Stock, $1.00 Par Value 1,955,398
PAGE 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS JUNE 30, 2003 DECEMBER 31, 2002
======================================================================================================================
Current assets:
Cash and cash equivalents $ 4,549,541 4,126,006
Trade accounts receivable, less allowance for doubtful
receivables of $261,000 and $259,000 in 2003 and 2002, respectively 13,815,908 14,948,015
Costs and estimated earnings in excess of billings on uncompleted contracts 4,718,047 1,963,655
Inventories 20,640,354 21,555,858
Prepaid expenses 1,664,728 670,132
Other current assets 821,589 853,532
- ----------------------------------------------------------------------------------------------------------------------
Total current assets 46,210,167 44,117,198
- ----------------------------------------------------------------------------------------------------------------------
Property, plant and equipment, at cost
Land 1,071,797 1,001,932
Buildings 12,160,377 11,770,132
Machinery and equipment 49,871,259 50,403,018
Drawings, patterns and patents 5,704,058 5,505,539
- ----------------------------------------------------------------------------------------------------------------------
68,807,491 68,680,621
Less accumulated depreciation and amortization 48,284,974 47,532,145
- ----------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 20,522,517 21,148,476
Other assets 1,700,444 1,760,858
- ----------------------------------------------------------------------------------------------------------------------
$ 68,433,128 67,026,532
- -----------------------------------------------------------------------------------===================================
LIABILITIES AND SHAREHOLDERS' EQUITY
======================================================================================================================
Current liabilities:
Short-term borrowings $ 1,672,670 454,091
Current installments of long-term debt 1,579,433 1,754,576
Accounts payable 6,503,962 5,909,813
Billings in excess of costs and estimated earnings on uncompleted contracts 231,669 282,052
Customer deposits 790,101 2,564,181
Accrued compensation and employee benefits 3,244,764 2,557,508
Other accrued expenses and income taxes 4,212,495 3,906,164
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities 18,235,094 17,428,385
- ----------------------------------------------------------------------------------------------------------------------
Long-term debt, less current installments 21,918,746 20,985,913
Unfunded employee retirement plan costs 13,855,561 13,767,971
Unfunded post-retirement health care costs 8,900,000 9,100,000
Other noncurrent liabilities 824,898 1,026,699
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities 63,734,299 62,308,968
- ----------------------------------------------------------------------------------------------------------------------
Minority interest in consolidated subsidiaries 893,492 858,192
Shareholders' equity:
Common stock, par value $1 per share, authorized 4,000,000 shares;
issued 1,990,783 shares 1,990,783 1,990,783
Capital in excess of par value 9,497,906 9,497,906
Retained earnings 15,359,601 16,505,044
- ----------------------------------------------------------------------------------------------------------------------
26,848,290 27,993,733
Deduct:
Treasury stock, 35,385 shares (305,192) (305,192)
Notes receivable from employees for purchase of Company
common stock (120,118) (161,055)
Accumulated other comprehensive income:
Foreign currency translation adjustment (1,273,954) (2,412,015)
Minimum pension liablility adjustment (21,343,689) (21,256,099)
- ----------------------------------------------------------------------------------------------------------------------
(22,617,643) (23,668,114)
- ----------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 3,805,337 3,859,372
- ----------------------------------------------------------------------------------------------------------------------
$ 68,433,128 67,026,532
- -----------------------------------------------------------------------------------===================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE 3
THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THREE MONTHS ENDED FOR SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
=============================================================================================================================
Net sales $ 20,609,705 18,737,528 $ 40,823,378 39,333,751
Special costs - - 78,190 -
Cost of sales 15,504,945 14,945,806 31,416,141 30,541,360
- -----------------------------------------------------------------------------------------------------------------------------
Gross profit 5,104,760 3,791,722 9,329,047 8,792,391
Special costs 59,520 - 218,012 -
Selling, general and administrative expenses 4,831,611 4,579,002 9,570,216 9,175,840
- -----------------------------------------------------------------------------------------------------------------------------
Operating income (loss) 213,629 (787,280) (459,181) (383,449)
Interest expense 334,559 342,497 662,553 627,812
Other non-operating income, net 54,861 153,776 223,487 158,283
- -----------------------------------------------------------------------------------------------------------------------------
Loss before income taxes and minority interest (66,069) (976,001) (898,247) (852,978)
Income tax expense 90,537 152,754 211,898 199,229
- -----------------------------------------------------------------------------------------------------------------------------
Minority interest in net earnings 19,784 56,965 35,300 109,155
- -----------------------------------------------------------------------------------------------------------------------------
Net loss $ (176,390) (1,185,720) $ (1,145,445) (1,161,362)
- ------------------------------------------------------=======================================================================
Basic weighted-average outstanding shares 1,955,398 1,952,949 1,955,398 1,947,991
- ------------------------------------------------------=======================================================================
Diluted weighted-average outstanding shares 1,955,398 1,952,949 1,955,398 1,947,991
- ------------------------------------------------------=======================================================================
Basic loss per share of common stock $ (0.09) (0.61) $ (0.59) (0.60)
- ------------------------------------------------------=======================================================================
Diluted loss per share of common stock $ (0.09) (0.61) $ (0.59) (0.60)
- ------------------------------------------------------=======================================================================
See accompanying notes to consolidated financial statements.
PAGE 4
THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR SIX MONTHS ENDED
JUNE 30,
2003 2002
================================================================================================
Cash flows from operating activities:
Net loss $(1,145,445) (1,161,362)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 1,594,603 1,846,937
Common and treasury stock issued in connection with
compensation element of sales to employees
and employee savings plan 16,252 19,596
Minority interest in consolidated subsidiaries 35,300 109,155
Change in assets and liabilities:
Trade accounts receivable 1,713,892 1,965,820
Inventories 1,353,993 1,064,863
Billings, costs and estimated earnings on uncompleted
contracts (2,656,710) (3,699,166)
Prepaid expenses (946,025) (307,997)
Accounts payable 433,062 447,066
Customer deposits (1,909,985) (197,457)
Accrued compensation 528,451 9,645
Other, net (88,563) 762,230
- ------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities $(1,071,175) 859,330
- ------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (589,714) (701,490)
- ------------------------------------------------------------------------------------------------
Net cash used by investing activities $ (589,714) (701,490)
- ------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net proceeds (repayments) under line of credit
and short-term borrowing agreements 1,174,757 (631,639)
Repayment of long-term debt (712,440) (824,598)
Proceeds from issuance of long-term debt 1,441,007 1,491,574
Payments received on notes receivable from employees 24,686 23,313
- ------------------------------------------------------------------------------------------------
Net cash provided by financing activities $ 1,928,010 58,650
- ------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash equivalents 156,413 80,584
- ------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 423,535 297,074
Cash and cash equivalents:
At beginning of period 4,126,006 4,996,723
- ------------------------------------------------------------------------------------------------
At end of period 4,549,541 5,293,797
- ------------------------------------------------------------------==============================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 598,987 597,415
Income taxes 50,323 78,965
==============================
THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
FOR THREE MONTHS ENDED FOR SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
- -----------------------------------------------------------------------------------------------------------
Net loss $ (176,390) (1,185,720) $(1,145,445) (1,161,362)
Other comprehensive income (loss):
Foreign currency translation adjustment 820,062 1,720,821 1,138,059 1,321,351
Minimum pension liability adjustment (143,450) - (87,590)
- -----------------------------------------------------------------------------------------------------------
Total comprehensive income (loss) $ 500,222 535,101 $ (94,976) 159,989
- --------------------------------------------===============================================================
See accompanying notes to consolidated financial statements.
PAGE 5
THE OILGEAR COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Basis of Presentation
These unaudited interim financial statements reflect all adjustments which are,
in the opinion of management, necessary for a fair statement of the results for
the interim periods in accordance with accounting principles generally accepted
in the United States of America. All such adjustments are of a normal recurring
nature. Management assumes the reader will have access to the December 31, 2002
Annual Report on Form 10-K, a copy of which is available upon request. These
financial statements and notes should be read in conjunction with the
Consolidated Financial Statements and the related notes in the 2002 Annual
Report on Form 10-K.
Business Description and Operations
The Company manages its operations in three reportable segments based upon
geographic area. Domestic includes the United States and Canada, European
includes Europe and International includes Asia, Latin America, Australia and
most of Africa.
The Company provides advanced technology in the design and production of unique
fluid power components. The individual subsidiaries of the Company operate
predominantly in the fluid power industry. Products include piston pumps,
motors, valves, controls, manifolds, electrohydraulic components, cylinders,
reservoirs, skids and meters. Industries that use these products are primary
metals, machine tool, automobile, aerospace, petroleum, construction equipment,
chemical, plastic, glass, lumber, rubber and food. The products are sold as
individual components or integrated into high performance applications.
Segment information is as follows:
FOR THREE MONTHS ENDED FOR SIX MONTHS ENDED
NET SALES TO UNAFFILIATED CUSTOMERS JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
=============================================================================================================
Domestic $ 11,003,506 10,787,314 20,412,699 22,617,435
European 7,069,985 5,933,866 15,516,307 11,890,471
International 2,536,214 2,016,348 4,894,372 4,825,845
- -------------------------------------------------------------------------------------------------------------
Total $ 20,609,705 18,737,528 40,823,378 39,333,751
- -------------------------------------------------------------------------------------------------------------
INTERSEGMENT NET SALES
=============================================================================================================
Domestic $ 1,583,593 1,791,227 3,688,695 3,189,670
European 196,326 76,122 486,616 184,548
OPERATING INCOME (LOSS)
=============================================================================================================
Domestic $ 158,409 (259,483) (453,322) 184,427
European 396,653 9,033 685,345 172,075
International 209,540 15,386 399,409 350,122
Corporate expenses, including R&D (550,973) (552,216) (1,090,613) (1,090,073)
- -------------------------------------------------------------------------------------------------------------
Total $ 213,629 (787,280) (459,181) (383,449)
- -------------------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS (AT JUNE 30, 2003)
=============================================================================================================
Domestic $ - - 34,562,000 38,072,159
European - - 24,936,268 25,590,913
International - - 7,069,339 6,709,496
Corporate - - 1,865,521 1,881,945
- -------------------------------------------------------------------------------------------------------------
Total $ - - 68,433,128 72,254,513
- -------------------------------------------------------------------------------------------------------------
PAGE 6
Inventories
Inventories at June 30, 2003 and December 31, 2002 consist of the following:
JUNE 30, 2003 DECEMBER 31, 2002
======================================
Raw materials $ 2,602,438 3,177,375
Work in process 15,661,605 16,003,824
Finished goods 3,645,311 3,880,659
- --------------------------- ----------------------
21,909,354 23,061,858
LIFO reserve (1,269,000) (1,506,000)
- -------------------------------------------------------------------
Total $20,640,354 21,555,858
===================================================================
Inventories stated on the last-in, first-out (LIFO) basis are valued at
$14,045,000 and $12,567,000 at June 30, 2003 and December 31, 2002,
respectively.
Earnings (loss) per share
The following table sets forth the computation of basic and diluted earnings
(loss) per common share:
FOR THREE MONTHS ENDED FOR SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
========================================================================
Net loss for basic and diluted earnings (loss) per share $ (176,390) (1,185,720) (1,145,445) (1,161,362)
Weighted average common shares outstanding 1,955,398 1,952,949 1,955,398 1,947,991
Dilutive stock options - - - -
Dilutive average common shares outstanding 1,955,398 1,952,949 1,955,398 1,947,991
Basic loss per common share $ (0.09) (0.61) (0.59) (0.60)
Diluted loss per common share $ (0.09) (0.61) (0.59) (0.60)
Options to purchase 95,717 shares of common stock with a weighted average
exercise price of $6.68 per share were outstanding at June 30, 2003. Options to
purchase 94,900 shares of common stock with a weighted average exercise price of
$9.47 per share were outstanding at June 30, 2002.
Options to purchase 72,217 and 89,000 shares of common stock were not included
in the quarterly and six month periods ended June 30, 2003 and 2002,
respectively, computations of diluted earnings per share because the options'
exercise prices were greater than the average market price of common stock
during the three and six month periods then ended.
Had compensation cost for the Company's stock options been recognized using the
fair value method, the Company's pro forma operating results would have been as
follows:
THREE MONTHS THREE MONTHS
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
============= ============= ============= =============
Net loss reported ($1,145,445) (1,161,362) ($176,390) (1,185,720)
Pro forma net loss ($1,158,706) (1,171,744) ($183,020) (1,195,076)
Pro forma basic net loss per share ($0.59) (0.60) ($0.09) (0.61)
Pro forma diluted net loss per share ($0.59) (0.60) ($0.09) (0.61)
The fair value of the Company's stock options used to compute pro forma net loss
and loss per share disclosures is the estimated fair value at grant date using
the Black-Scholes option pricing model with a risk-free interest rate equivalent
to 3 year Treasury securities and an expected life of 3.5 years. The
Black-Scholes option pricing model also used the following weighted- average
assumptions: June 30, 2003- expected volatility of 38% and expected dividend
yield of 0%; June 30, 2002- expected volatility of 23% and expected dividend
yield of 0%. Option valuation models require the input of highly subjective
assumptions, including the expected stock price volatility. Because the
Company's options have characteristics significantly different from traded
options, and because changes in the subjective input can materially affect the
fair value estimates, in the opinion of management the existing models do not
necessarily provide a reliable single value of its options and may not be
representative of the future effects on reported net earnings or the future
stock price of the Company's common stock. For purposes of pro forma disclosure,
the estimated fair value of the options is amortized and expensed over the
options' vesting period.
PAGE 7
Other
During the fourth quarter of 2002 the Company recorded special charges related
to:
(i) a downsizing of the corporate staff; (ii) the closing of the Longview, TX
facility; and (iii) a write-off of non-strategic assets. The amount recorded
includes $298,000 of employee termination benefits for 28 notified employees,
$85,000 for for moving expenses and $456,000 of assets write-offs.
During the first six months of 2003 the Company continued its restructuring
started in 2001 and recorded additional special charges related to:
(i) a further downsizing of corporate staff; and (ii) additional costs to move
the manufacturing processes former conducted at the Longview, TX facility to our
Milwaukee plant. The amount recorded includes $235,000 of employee termination
benefits for 15 notified employees, and $61,000 for moving expenses.
EMPLOYEE
TERMINATION
BENEFITS OTHER COSTS TOTAL
Expenses accrued $ 298,000 541,000 839,000
Non-cash charges - (456,000) (456,000)
Cash expenditures (87,000) (85,000) (172,000)
- --------------------------------------------------------------------------------------------------------------
Balance December 31, 2002 211,000 - 211,000
Expenses accrued 235,000 61,000 296,000
Cash expenditures (433,000) (61,000) (494,000)
--------------------------------------------------------------
Balance June 30, 2003 $ 13,000 - 13,000
==============================================================
PAGE 8
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The 4.7% increase (approximately $2,093,000) in total current assets along with
a 4.6% increase (approximately $807,000) in total current liabilities caused
working capital to increase by approximately $1,286,000 at June 30, 2003
compared to December 31, 2002. Items contributing to the increase in working
capital are the following: (1) an increase in the dollar amount of work in
progress from construction contracts at June 30, 2003 in the Domestic and
International segments when compared to December 31, 2002 and the increase in
the work in progress on the large forging machine contract received during 2002
in the European segment which caused the approximately $2,754,000 increase in
costs and estimated earnings in excess of billings on uncompleted contracts; (2)
progress payments on contracts at December 31, 2002 have been offset against
costs and estimated earnings in excess of billings on uncompleted contracts and
which it was the primary reason why customer deposits decreased by approximately
$1,774,000 at June 30, 2003 as unearned progress payments at December 31, 2002
have been recognized in 2003; (3) prepaid expenses, which are primarily
insurance premiums, increased by aproximately $995,000; (4) cash and cash
equivalents increased by approximately $424,000; (5) current installment of
long-term Debt decreased by approximately $175,000; and (6) billings in excess
of costs and estimated earnings on uncompleted contracts decreased by
approximately $50,000. The increase in working capital was offset by the
following: (1) short-term borrowings increased by approximately $1,219,000; (2)
accounts payable increased by approximately $594,000; (3) accrued compensation
and pension expense increased by approximately $687,000; (4) other accrued
expenses increased by approximately $306,000; (5) trade receivables decreased by
approximately $1,132,000; (6) inventories decreased by approximately $916,000;
and (7) other current assets decreased by approximately $32,000.
Net cash used by operating activities was approximately $1,071,000 for the six
months ended June 30, 2003, as compared to approximately $859,000 of cash
provided in the same period in 2002. The cumulative effect of the increase in
construction contracts using percentage-of-completion accounting was the
principal reason why cash was used by operating activities in the first six
months of 2003. Property, plant and equipment additions totaled approximately
$590,000 in the first six months of 2003 which is slightly down from
approximately $701,000 in the first six months of 2002. Most of the cash used by
the property, plant and equipment additions and operating activities was funded
by an approximate $1,903,000 increase in bank borrowings.
Based on the potential sale of our land and buildings in Leeds, England Barclays
Bank PLC provided us with a short term twelve month loan for 750,000 which we
drew down to zero in May 2003 and a commitment for another 750,000 to be drawn
when we have a final contract with the buyer. The interest rate on the loan is
LIBOR plus 2.25% and the loan is secured by the Leeds facility. The Company has
an agreement in principle with M&I Marshall and Ilsley Bank to extend the
revolving line of credit to October 2004. In addition to extending the date of
the line of credit, the proposed agreement will change the Company's existing
financial covenants and extend the covenants until the termination date of the
facility.
The Company believes its cash on hand, anticipated cash flows from operations
and available borrowings under short-term and long-term bank credit facilities
will continue to be sufficient to meet its operating needs and the Company is in
compliance with all bank covenants pertaining to the bank credit agreement.
Despite the difficult economy and competitive environment in the Company's
markets and the manufacturing challenges associated with some of the Company's
products, management believes that the Company will be able to continue to
satisfy these covenants.
RESULTS OF OPERATIONS
Orders increased by approximately 14.0% in the second quarter and in the first
six months of 2003 when compared to the same periods in 2002. Backlog of orders
at June 30, 2003 has increased by approximately 13.0% to approximately
$33,410,000 from approximately $29,562,000 at December 31, 2002. All three
segments experienced an increase in orders in the first six months of 2003
compared to the same period of 2002. The Domestic segment orders increased by
approximately 5.6% for the first six months of 2003 and approximately 3.4% for
the second quarter of 2003, the International segment orders increased by
approximately 4.4% for the first six months of 2003 but decreased by
approximately 7.9% for the second quarter of 2003, and the European segment
orders increased by approximately 17.1% for the first six months of 2003 and
approximately 21% for the second quarter of 2003. However, some of the increase
in the European segment was the result of the currency exchange difference from
a weaker dollar against the Pound Sterling and EURO. The percent change in the
average currency exchange rate was an increase of approximately 11% for the
Pound Sterling and an increase of approximately 22% for the EURO during the
first six months of 2003 when compared to the same period in 2002. The result of
the currency exchange difference in the International segment affected the
increase only slightly.
PAGE 9
Consolidated net sales increased in the second quarter and the first six months
of 2003 by 10.0% and 3.8%, respectively when compared to the same period in
2002. An increase in construction contract orders in 2003 and the approximately
$11,000,000 contract received in the third quarter of 2002 (a portion of which
we are accounting for under the percentage-of-completion method) were the
primary reasons for the consolidated net sales increase. The low amount of
custom engineered construction contracts in the backlog at January 1, 2003
compared to January 1, 2002 and the continued sluggish demand for hydraulic
products in the Domestic segment were the primary reasons for the approximately
9.8% decrease in net sales for the first six months of 2003 compared to the same
period of 2002. The increase in domestic construction contracts during the first
six months of 2003 caused the domestic net sales to increase by 2% during the
second quarter compared to the second quarter of 2002. An increase in
construction contracts in the International segment increased net sales in the
first six months and second quarter of 2003 by 1.1% and 25.8%, respectively
compared to the same periods of 2002. The European segment net sales in the
first six months and second quarter of 2003 increased by approximately 30.5% and
19.2%, respectively compared to the same periods in 2002. After taking out the
effect of the currency exchange, the European segment increase in net sales was
approximately 5.0% for the first six months of 2003 compared to the same period
in 2002. The primary reason for the increase in the European segment net sales
is the recognition of revenue on the large forging machine contract described
above.
The gross profit margin increased in the second quarter of 2003 to approximately
24.8% compared to approximately 20.2% in the second quarter of 2002. An increase
in net sales, moving the manufacturing processes formerly performed in Longview,
TX to Milwaukee and better utilization of our engineering resources were the
primary reasons for the improvement. Also, the operating problems at our Fremont
NE plant that adversely affected pump deliveries and decreased gross profit by
as much as $500,000 in the first quarter has been greatly reduced at the end of
the second quarter of 2003.
Our shop employees at the Fremont location voted to be represented by the
International Association of Machinists and Aerospace Workers. We are in the
process of negotiating a contract with the unions. We are unable to estimate the
impact of that negotiation at this time.
The effects of translating stronger foreign currencies into US dollars, together
with increased health care expenses, increased insurance expenses, increased
retirement benefit expenses and special expenses related to employee reductions
were the primary reasons for the 6.7% increase in operating expenses in the
first six months of 2003 compared to the same period in 2002.
Interest expense increased approximately $35,000 in the first six months of 2003
compared to the same period of 2002 primarily from an increase in interest
rates and relative borrowing level.
The primary reason for the decrease in the net loss of approximately $.61 per
share in the second quarter of 2002 to a net loss of approximately $.09 per
share in the second quarter of 2003 was the increase in gross profit described
above.
Non-operating income consists of the following:
FOR QUARTER ENDED FOR SIX MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002 JUNE 30, 2003 JUNE 30, 2002
===========================================================================
Interest income $ 6,069 38,524 16,418 44,830
Foreign currency exchange gain 39,087 73,587 85,096 41,158
Miscellaneous, net 9,705 41,665 121,973 72,295
- ------------------------------------------------------------------------------------------------------------------
Non-operating income $ 54,861 153,776 223,487 158,283
==================================================================================================================
The primary reason for the increase in miscellaneous income in the first six
months of 2003 compared to the same quarter in 2002 was from the gain on the
sale of machinery and equipment at our closed Longview, TX plant. The Company is
in the process of negotiating with a third party to lease the Longview land and
building for a five year term which gives the lessee an option to purchase
during or at the end of the term. We are also in the process of selling our
facility in Leeds, England. We have received a contingent contract from a
developer in England to acquire our Leeds facility for 4,050,000 Pounds
Sterling. The contract is contingent upon receiving government authorization to
convert the property to residential use and upon our ability to find a suitable
site to which we could relocate. It is unlikely that this transaction would be
consummated before 2004. The property is on our books at a zero value and, as a
result, the transaction has the potential to provide us with a significant
capital gain.
PAGE 10
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the "Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, Accounting for
Asset Retirement Obligations. SFAS No. 143 requires the Company to record the
fair value of an asset retirement obligation as a liability in the period in
which it incurs a legal obligation associated with the retirement of tangible
long-lived assets that results from the acquisition, construction, development,
and/or normal use of the assets. The Company also records a corresponding asset
that is depreciated over the life of the asset. Subsequent to the initial
measurement of the asset retirement obligation, the obligation will be adjusted
at the end of each period to reflect the passage of time and changes in the
estimated future cash flows underlying the obligation. The Company adopted SFAS
No. 143 on January 1, 2003. The adoption of SFAS No. 143 did not have a material
effect on the Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No. 145 amends existing guidance on reporting gains and losses on the
extinguishment of debt to prohibit the classification of the gain or loss as
extraordinary, as the use of such extinguishments have become part of the risk
management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to
require sale-leaseback accounting for certain lease modifications that have
economic effects similar to sale-leaseback transactions. The provisions of the
Statement related to the rescission of Statement No. 4 are applied in fiscal
years beginning after May 15, 2002. The adoption of SFAS No. 145 did not have a
material effect on the Company's financial statements.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity. The
provisions of this Statement are effective for exit or disposal activities that
are initiated after December 31, 2002.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34. This Interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. The Interpretation
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002 and have not
had a material effect on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. The disclosure modifications were required for
fiscal years ending December 31, 2002 and are reflected as applicable on the
accompanying financial statements.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51 (the
"Interpretation"). This Interpretation addresses the consolidation by business
enterprises of variable interest entities as defined in the Interpretation. The
Interpretation applies immediately to variable interests in variable interest
entities created after January 31, 2003, and to variable interests in variable
interest entities obtained after January 31, 2003. The application of this
Interpretation did not have a material effect on the Company's financial
statements.
In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 149"). SFAS 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES. SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. The adoption of SFAS 149 is not expected to have a material effect on
the Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires an issuer to classify a financial instrument that is within its scope
as a liability or an asset in some circumstances). An issuer previously
classified many of those instruments as equity. The Statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for interim periods beginning after June 15, 2003. The adoption of
SFAS 150 is not expected to have a material effect on the Company's financial
statements.
PAGE 11
CAUTIONARY FACTORS
The discussions in this section and elsewhere contain various forward-looking
statements concerning the Company's prospects that are based on the current
expectations and beliefs of management. Forward-looking statements may also be
made by the Company from time to time in other reports and documents as well as
oral presentations. When used in written documents or oral statements, the words
"anticipate", "believe", "estimate", "expect", "objective", and similar
expressions are intended to identify forward-looking statements. The statements
contained herein and such future statements involve or may involve certain
assumptions, risks and uncertainties, many of which are beyond the Company's
control, that could cause the Company's actual results and performance to differ
materially from what is expected. In addition to the assumptions and other
factors referenced specifically in connection with such statements, the
following factors could impact the business and financial prospects of the
Company:
* Factors affecting the Company's international operations, including relevant
foreign currency exchange rates, which can affect the cost to produce the
Company's products or the ability to sell the Company's products in foreign
markets, and the value in United States dollars of sales made in foreign
currencies. Other factors include foreign trade, monetary and fiscal policies,
laws, regulations and other activities of foreign governments, agencies and
similar organizations; and risks associated with having major facilities located
in countries which have historically been less stable than the United States in
several respects, including fiscal and political stability;
* Factors affecting the Company's ability to hire and retain competent
employees, including unionization of the Company's non-union employees and
changes in relationships with the Company's unionized employees;
* The risk of strikes or other labor disputes at those locations that are
unionized which could affect the Company's operations;
* Factors affecting the economy generally, including the financial and business
conditions of the Company's customers, the demand for customers' products and
services that utilize the Company's products, national and international events
such as those of September 11, 2001, hostilities in the Middle East, and other
threats or acts of terrorism;
* Factors affecting the fair market value of the Company's common stock or other
factors that would negatively impact the funding of the employee benefit plans;
* Factors affecting the Company's financial performance or condition, including
restrictions or conditions imposed by its lenders, tax legislation,
unanticipated restrictions on the Company's ability to transfer funds from its
subsidiaries and changes in applicable accounting principles or environmental
laws and regulations;
* The cost and other effects of claims involving the Company's products and
other legal and administrative proceedings, including the expense of
investigating, litigating and settling any claims;
* Factors affecting the Company's ability to produce products on a competitive
basis, including the availability of raw materials at reasonable prices and
financing with acceptable terms; and
* Unanticipated technological developments that result in competitive
disadvantages and create the potential for impairment of existing assets.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
PAGE 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risk stemming from changes in foreign exchange
rates and interest rates. Changes in these factors could cause fluctuations in
earnings and cash flows. The Company has significant foreign operations, for
which the functional currencies are denominated primarily in the Euro and
British Pound Sterling. As the values of the currencies of the foreign countries
in which the Company has operations increase or decrease relative to the U.S.
dollar, the sales, expenses, profits, assets and liabilities of the Company's
foreign operations, as reported in the Company's Consolidated Financial
Statements, decrease or increase accordingly.
INTEREST RATE RISK
The Company's debt structure and interest rate risk are managed through the use
of fixed and floating rate debt. The Company's primary exposure is to U.S.
interest rates on the approximately $25,000,000 of floating rate debt
outstanding at June 30, 2003. A 100 basis point movement in interest rates on
floating rate debt outstanding at June 30, 2003 would result in a change in
earnings or loss before income taxes of approximately $250,000 per year.
FOREIGN EXCHANGE RATE RISK
If foreign exchange rates would have been collectively 10% weaker against the
U.S. dollar in the first quarter of 2003, the net loss would have increased by
approximately $140,000.
The Company occasionally uses forward contracts to reduce fluctuations in
foreign currency cash flows related to third party material purchases,
intercompany product shipments and intercompany loans. At June 30, 2003, the
Company did not have any foreign exchange contracts outstanding.
PAGE 13
Item 4. CONTROLS AND PRODEDURES
Evaluation of Disclosure Controls and Procedures
We maintin a system of disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); to ensure that the information the Company must disclose
in its filings with the SEC are recorded, processed, summarized and reported on
a timely basis. The Company's principal executive officer and principal
financial officer have reviewed and evaluated the Company's disclosure controls
and procedures as of the end of the period covered by this report (the
"Evaluation Date"). Based on such evaluation such officers have concluded that,
as of the Evaluation Date, the Company's disclosure controls and procedures are
effective in bringing to their attention, on a timely basis, material
information relating to the Company required to be included in the Company's
periodic reporting under the Exchange Act.
Change in Internal Controls
There have not been any changes in the Company's internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that
occurred during the Company's most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PAGE 14
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On May 13, 2003, the 2003 Annual Meeting of Shareholders of the Company was
held. The following is a brief description of the matters voted upon at the
meeting and tabulation of the voting therefor:
Proposal 1: Election of Directors.
Management's nominees named below were elected as directors of the class
whose term expires in 2006 by the indicated votes cast for and withheld with
respect to each nominee. Of the 1,955,398 shares of Common Stock which were
entitled to vote at the meeting, 1,810,371 shares were represented in person or
by proxy and not less than 1,553,472 shares (86% of the shares represented) were
voted for the election of all of management's nominees. There were no
abstentions or broker non-votes with respect to the election of directors.
Name of Nominee For Withheld
--------------- --------- --------
David A. Zuege 1,553,472 256,899
Rober H. Schroeder 1,644,749 165,622
Hubert Bursch 1,644,399 165,972
Proposal 2: Approval of an amendment and restatement of The Oilgear Company 1992
Stock Option Plan to extend its term, to increase the number of shares available
for option grants and to eliminate the ability to grant replacement options was
adopted, with 1,268,122 votes cast for, 224,786 votes cast against, 28,101 votes
abstained and 278,776 broker non-votes.
Further information concerning these matters, including the name of each other
director whose term of office as a director continued after the meeting, is
contained in the registrant's Proxy Statement dated April 14, 2003 with respect
to the registrant's 2003 Annual Meeting of Shareholders.
Item 5. Other Information
Deadlines for Shareholder Proposals
Shareholder proposals must be received by the Secretary of Oilgear no later
than December 15, 2003 in order to be considered for inclusion in next year's
annual meeting proxy materials pursuant to Commission Rule 14a-8. Shareholders
wishing to propose any floor nominations for director or floor proposals at the
2003 annual meeting without inclusion of such proposals in Oilgear's proxy
materials must provide notice thereof to the Secretary of Oilgear no later than
February 28, 2004 in order for such notice to be considered timely under the
Commission's proxy rules.
PAGE 15
Part II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
See Exhibit Index following the last page of this Form 10-Q
which Exhibit Index is incorporated herein by reference.
(b) Reports on Form 8-K:
On May 15, 2003, The Oilgear Company filed a report on Form
8-K dated May 13, 2003 to furnish as an exhibit the press
release reporting its 2003 first quarter earnings.
PAGE 16
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.
August 14, 2003
THE OILGEAR COMPANY
Registrant
/S/ DAVID A. ZUEGE
-------------------------------------------
David A. Zuege
President and CEO
(Principal Executive Officer)
/S/ THOMAS J. PRICE
-------------------------------------------
Thomas J. Price
VP-CFO and Secretary
(Principal Financial and Chief Accounting
Officer)
PAGE 17
THE OILGEAR COMPANY
COMMISSION FILE NUMBER 000-00822
EXHIBIT INDEX
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2003
Exhibit Exhibit Description
- ------- -------------------
4.1 Loan Agreement between Oilgear Towler Limited and Barclays Bank PLC
dated March 27, 2003.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Rules 13a-14 and 15d-14 of the Exchange Act).
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Rules 13a-14 and 15d-14 of the Exchange Act).
32.1 Chief Executive Officer's Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Seciton 906 of the Sarbanes-Oxley Act of
2002
32.2 Chief Financial Officer's Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Seciton 906 of the Sarbanes-Oxley Act of
2002