UNITED STATES

FORM 10-Q

For the quarterly period ended September 30, 2004

For the transition period from                                          to                                          

Commission file number 000-00822

THE OILGEAR COMPANY

Registrant’s telephone number, including area code (414) 327-1700

Not Applicable

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.

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Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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THE OILGEAR COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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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, 2003 Annual Report on Form 10-K, a copy of which is available upon request, and these notes should be read in conjunction with the Consolidated Financial Statements and the related notes in the 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 Africa.

The individual subsidiaries of the Company operate predominantly in the fluid power industry. The Company provides advanced technology in the design and production of unique fluid power components. 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

Identifiable Assets

Identifiable assets at September 30, 2004 and September 30, 2003 consisted of the following:

The Company’s sources of capital historically have been cash generated from operations and bank borrowings. The fluctuations in working capital requirements are covered by bank lines of credit at the Company’s subsidiaries in England and India and a bank revolving line of credit in the United States. The Company’s current credit facility in the United States expires on April 1, 2005 and the Company is currently negotiating a new credit facility with alternative lenders. The Company expects the new credit facility to be completed by the end of 2004. However, if the Company cannot obtain the new credit facility before the expiration of the current United States credit facility, it cannot be certain that it will be able to repay the amounts due under the current credit facility or fund its operations after April 1, 2005.

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Inventories

Inventories at September 30, 2004 and December 31, 2003 consisted of the following:

Inventories stated on the last-in, first-out (LIFO) basis, including amounts allocated to contracts that have not been completed, are valued at $14,571,000 and $14,192,000 at September 30, 2004 and December 31, 2003, respectively. The remaining inventory is stated on the first-in, first-out (FIFO) or average cost basis.

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

Options to purchase 147,493 shares of common stock with a weighted average exercise price of $5.37 per share were outstanding at September 30, 2004. Options to purchase 125,485 shares of common stock with a weighted average exercise price of $5.67 per share were outstanding at September 30, 2003.

Options to purchase 96,993 and 99,788 shares of common stock were not included in the computations of diluted earnings per share for the three month periods and the nine month periods ended September 30, 2004 and 2003, respectively, because the options’ exercise prices were greater than the average market price of common stock during the 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:

The fair value of the Company’s stock options used to compute pro forma net income (loss) and income (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: 2004- expected volatility of 43% and expected dividend yield of 0%; 2003- expected volatility of 38% 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 the Company’s 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 to expense over the option’s vesting period.

COSTS ASSOCIATED WITH EXIT ACTIVITIES

During the first nine months of 2003 the Company recorded approximately $296,000 in charges related to: (i) a downsizing of the corporate staff; and (ii) additional costs to move the manufacturing formerly performed in Longview, Texas to Milwaukee, Wisconsin. The amount recorded includes $235,000 of employee termination benefits for 15 notified employees and $61,000 for moving expenses. Approximately $78,000 and $218,000 of these charges were recorded in cost of sales and selling, general and administrative expenses, respectively. There were no costs associated with exit activities in the first nine months of 2004 or in the third quarter of 2003. The Company had utilized all accruals related to exit activities as of December 31, 2003.

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EMPLOYEE BENEFIT PLANS

(A) PENSION PLANS

The Company has non-contributory defined benefit retirement plans covering substantially all domestic employees. The plan covering salaried and management employees provides pension benefits that are based on years of service and the employee’s compensation during the last ten years prior to retirement. This plan was frozen on December 31, 2002. Benefits payable under this plan may be reduced by benefits payable under The Oilgear Stock Retirement Plan (Stock Retirement Plan). The plan covering hourly employees and union members generally provides benefits of stated amounts for each year of service. The Company’s policy is to fund pension costs to conform to the requirements of the Employee Retirement Income Security Act of 1974. The final contribution for the 2003 plan year that were made in the first nine months of 2004 were $724,000 relating to the defined benefit plan covering all employees in the United States except for union employees at the Milwaukee, WI plant and $241,000 relating to the plan covering employees that are union members at the Milwaukee, WI plant. The minimum required total contributions for the 2004 plan year for the defined benefit retirement plan covering all employees in the United States except employees that are union members at the Milwaukee, WI plant are approximately $1,747,000, of which approximately $1,092,000 is delinquent and approximately $655,000 is due in 2005. The minimum required total contributions for the 2004 plan year for the defined benefit retirement plan covering employees that are union members at the Milwaukee, WI plant are approximately $608,000, of which $258,000 was paid in the first nine months of 2004, approximately $129,000 is delinquent and approximately $221,000 is due in 2005. The Company has filed a written notice with the Pension Benefit Guaranty Corporation of the deficiencies. The Company intends that these deficiencies will be corrected after the new bank financing agreement is completed, which bank financing is further discussed under the caption “Financial Condition and Liquidity” in Item 2 hereof.

Net pension expense under these plans for the three and nine months ended September 30 is comprised of the following:

The Company has a pension plan (“UK Plan”) for substantially all United Kingdom employees that provides defined benefits based upon years of service and salary. This plan was frozen on December 31, 2002 but continues to accrue service costs due to statutory requirements. The minimum required contributions for 2004 are approximately $395,000, of which approximately $293,000 was paid in the first nine months of 2004.

Net pension expense under this plan for the three and nine months ended September 30 is comprised of the following:

(B) POST-RETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

In addition to providing pension benefits, the Company provides certain health care and life insurance benefits for retired domestic employees. All non-bargaining unit domestic employees who were eligible to receive retiree health care benefits as of December 31, 1991 are eligible to receive a health care credit based upon a defined formula or a percentage multiplied by the Medicare eligible premium. Non-bargaining unit domestic employees hired subsequent to, or ineligible at December 31, 1991, will receive no future retiree health care benefits. Beginning February 22, 1996, active bargaining unit employees in Milwaukee, WI are provided retiree health care benefits up to the amount of credits each employee accumulates during his or her employment with the Company. Employees terminating their employment prior to normal retirement age forfeit their rights, if any, to receive health care and life insurance benefits.

The post-retirement health care and life insurance benefits are funded by the Company on a pay as you go basis. There are no assets in these plans. Net periodic post-retirement benefit cost for the three and nine months ended September 30 includes the following components:

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION AND LIQUIDITY

The Company’s sources of capital historically have been cash generated from operations and bank borrowings. The fluctuations in working capital requirements are covered by bank lines of credit at the Company’s subsidiaries in England and India and a bank revolving line of credit in the United States. The Company’s current credit facility in the United States expires on April 1, 2005 and the Company is currently negotiating a new credit facility with alternative lenders. The Company expected the new credit facility to be obtained by the end of the third quarter but experienced delays due to issues related to certain documentation from the City of Leeds in England and the land developer required by the bank issuing the new credit facility. Those problems have been resolved and we expect to close on the new financing agreements by the end of 2004. However, if the Company cannot obtain the new credit facility before the expiration of the current United States credit facility, it cannot be sure that it will be able to repay the amounts due under the current credit facility or fund its operations after April 1, 2005.

For the nine months ended September 30, 2004, approximately $111,000 of cash was provided by operations compared to approximately $321,000 of cash used by operations during the same period in 2003. Net earnings of approximately $214,000 in the first nine months of 2004 compared to a net loss of approximately $1,729,000 for the same period in 2003 was the principal reason for the improvement in cash from operations. Cash provided from operations was also increased by approximately $1,221,00 for pension contributions due but not paid in the first nine months of 2004. The Company has filed a written notice of the deficiencies with the Pension Benefit Guaranty Corporation. The Company intends that the deficiencies will be corrected after the bank financing is completed, which bank financing is further discussed under the caption “Financial Condition and Liquidity” in Item 2 hereof. An increase in orders resulted in an increase in inventory work-in-progress, causing inventory to use approximately $827,000 of cash during the first nine months of 2004 compared to using approximately $36,000 in the same period in 2003. In the European segment, the increase in engineered contracts using percentage of completion accounting caused an increase in costs and estimated earnings in excess of billings on uncompleted contracts to use approximately $2,545,000 of cash compared to the use of approximately $820,000 for the same period in 2003. A large payment due at the end of 2004 is expected to decrease this number by the end of 2004. Days sales outstanding in receivables were 59 and 64 at September 30, 2004 and September 30, 2003, respectively. Inventory turns were 2.95 through September 30, 2004 compared to 2.87 at September 30, 2003.

Property, plant and equipment additions consisting primarily of purchases of machinery and equipment were approximately $647,000 in the first nine months of 2004 compared to approximately $783,000 in the first nine months of 2003. Property, plant and equipment additions are expected to total less than $1,200,000 for 2004.

WORKING CAPITAL

Working capital decreased by approximately $16,853,000 at September 30, 2004 compared to December 31, 2003. We are working to replace our current credit facility and to revise the structure of our borrowing arrangements from one using a domestic regional bank where loans are denominated in US dollars to a global bank debt arrangement where loans are denominated in US dollars and British pound sterling. Because our current United States credit facility expires on April 1, 2005, the entire amount of debt under that facility is classified as a current debt beginning in the second quarter of 2004. We expect to execute a new debt agreement prior to the April 1, 2005 expiration of the current credit facility, and upon execution our working capital and current ratio will improve.

CAPITALIZATION

The capitalization of the Company decreased during the first nine months of 2004, primarily as a result of paying down interest bearing debt.

Based on the potential sale of our land and buildings in Leeds, England, Barclays Bank plc provided us with a bridge loan for up to 1,500,000 British pounds in May 2003, of which amount the Company has drawn approximately 750,000 British pounds to date. The interest rate on the loan is LIBOR plus 2.25% and the loan is secured by the Leeds facility. Barclays Bank plc has committed to an increase in this bridge loan by another 1,700,000 British pounds upon the execution of definitive agreement from the City of Leeds and the Developer of the Leeds property. The Barclays loans will be paid off when we receive the proceeds, expected to be approximately 4,050,000 British pounds, from the sale of this property, which is expected to occur by January 2005.

The Company is in negotiations to refinance its United States Credit facility which expires April 1, 2005. Completion of these arrangements has taken longer than anticipated, but we expect to finalize this transaction before the end of 2004.

The Company is currently in compliance with all bank covenants under its United States and foreign credit facilities. The covenants for the Company’s United States credit facility were set taking into account both the Company’s expected levels of capital expenditures and earnings for 2004 and early 2005 and the bank’s requirements for debt service, but there are risks and uncertainties that could result in a shortfall. If we do not meet the required minimums, the loans could be accelerated, and the Company might not have sufficient liquid resources to satisfy these obligations.

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RESULTS OF OPERATIONS

Shipments and Orders

Orders increased by approximately $6,712,000, or 37.2%, in the third quarter of 2004 and approximately $13,489,000 or 21.5%, in the first nine months of 2004 when compared to the same periods in 2003.

When the orders received in the third quarter and the first nine months of 2004 are compared to the same periods of 2003, the Domestic segment orders increased by approximately $2,813,002, or 25.0%, and approximately $7,830,000, or 23.2%, respectively; the International segment orders increased by approximately $1,924,000, or 94.6%, and by approximately $4,732,000, or 58.9%, respectively; and the European segment orders increased by approximately $1,976,000, or 41.7%, and approximately $927,000, or 4.4%, respectively.

The improving economy in the United States caused orders for most of our products to increase in the Domestic segment, with the largest increase coming from contracts for highly engineered construction projects. An increase in orders from customers in Latin America provided most of the increase of orders in the International segment. In the European segment, the primary increase in orders came from customers in England and Italy.

Consolidated net sales increased in the third quarter of 2004 by 33.3% and in the first nine months of 2004 by 16.8% when compared to the same periods in 2003, but when the foreign currency exchange difference is taken out consolidated net sales increased by 27.7% in the third quarter of 2004 and increased by 11.5% in the first nine months of 2004, when compared with the same periods in 2003.

In the Domestic segment and the International segment, increased orders were the primary reason for the net sales increase in the first nine months of approximately 10.5% and 25.0%, respectively when compared with the same periods in 2003. In those two segments, the third quarter of 2004 increased by approximately 11.1% and 24.6%, respectively, when compared to the same period of 2003.

The European segment’s net sales in the first nine months of 2004 increased by approximately 23.2% when compared to the same period in 2003. After excluding the effect of the currency exchange, the European segment’s net sales increased by approximately 9.5% for the first nine months of 2004 when compared to the same period in 2003. In the third quarter of 2004, the European segment’s net sales increased by 80.5% when compared to the same period in 2003 and increased by approximately 62.2% after excluding the effect of foreign currency exchange differences.

Backlog

Increased orders in all segments caused the backlog of orders at September 30, 2004 to increase by approximately 22.9% to approximately $35,517,000 from approximately $28,912,000 at December 31, 2003.

When backlog at September 30, 2004 is compared to December 31, 2003, the Domestic segment backlog increased by 68.6% to approximately $17,375,000, the European segment backlog decreased by 26.3% to approximately $11,318,000 and the International segment backlog increased by 110.2% to approximately $6,824,000.

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Gross Profit

Our gross profit margin increased in the first nine months of 2004 to approximately 23.4% compared to approximately 23.2% in the same period of 2003. The gross profit margin in the third quarter of 2004 decreased by approximately 6.7% because of a heavier mix of lower profit margin products shipped in the third quarter of 2004 compared to the third quarter of 2003.

Selling, General and Administrative Expenses

Selling, general and administrative expenses in the third quarter of 2004 and the first nine months of 2004 increased by 6.8% and increased by 1.4%, respectively, when compared to the same periods in 2003. However, if the expenses for 2004 are adjusted to take out the foreign exchange translation difference, the increase in the third quarter of 2004 is 2.6% and first nine months of 2004 decreased by 4.6% when compared to the same periods in 2003. The primary reasons for the decrease in the first nine months of 2004 is that 2003 includes $218,000 of severance costs and 2004 has the cost reductions for down-sizing and lower outside consulting fees.

Non-operating Income (Loss)

Non-operating income (loss) consists of the following:

The primary reason for the decrease in miscellaneous income in the first nine months of 2004 compared to the same period in 2003 was the gain on the sale of machinery and equipment in the first six months in 2003 at our closed Longview, Texas plant.

Income tax effective rates were 64.2% and (29.7%) in the first nine months of 2004 and 2003, respectively, and 52.5% and (42.9%) in the third quarter of 2004 and 2003, respectively. We had income tax expense of $485,940 for the nine months ended September 30, 2004 on earnings before income taxes and minority interest of $756,363. We had income tax expense of $389,112 for the nine months ended September 30, 2003 on losses before income taxes and minority interest of $1,311,761. For the third quarter of 2004 and 2003, income tax expense on earnings or losses before income taxes and minority interest was $223,937 and $177,214 respectively. This is a result of significant losses in the Domestic segment that are not being benefited for tax purposes coupled with earnings and related tax expense in the European and International segments that are generating income.

The primary reason for the change from a net loss of approximately $.30 per diluted share in the third quarter of 2003 and approximately $.88 per diluted share in the first nine months of 2003 to net earnings of approximately $0.10 per diluted share in the third quarter of 2004 and a net earnings of approximately $.11 per diluted share in the first nine months of 2004 was the increase in shipments and gross profit described above.

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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions for the reporting period and as of the financial statement date. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Actual results could differ from those amounts. A more complete description of our accounting policies is presented in note 1 to the 2003 Consolidated Financial Statements included in the Company’s Form 10-K.

Critical accounting policies are those that are important to the portrayal of the Company’s financial condition and results, and which require management to make difficult, subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. The Company believes that critical accounting policies include accounting for percentage-of-completion contracts, accounting for allowances for doubtful accounts receivable, accounting for pensions and accounting for inventory obsolescence.

Accounting for contracts using percentage-of-completion requires estimates of costs to complete each contract. Revenue earned is recorded based on accumulated incurred costs to total estimated costs to perform each contract. Management reviews these estimated costs on a monthly basis and revises costs and income recognized when changes in estimates occur. To the extent the estimate of costs to complete varies, so does the timing of recording profits or losses on contracts.

Management is required to make judgments, based on historical experience and future expectations, as to the collectibility of accounts receivable. The allowance for doubtful accounts represents allowances for customer trade accounts receivable that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable value. The Company records these allowances based on estimates related to the following factors: (i) customer specific allowances; (ii) amounts based upon an aging schedule; and (iii) an estimated amount, based on the Company’s historical experience, for issues not yet identified.

Our accounting for pension benefits is primarily affected by our assumptions about the discount rate, expected and actual return on plan assets and other assumptions made by management, and is impacted by outside factors such as equity and fixed income market performance. Pension liability is principally the estimated present value of future benefits, net of plan assets. Pension expense is principally the sum of interest and service cost of the plan, less the expected return on plan assets and the amortization of the difference between our assumptions and actual experience. The expected return on plan assets is calculated by applying an assumed rate of return to the fair value of plan assets. If plan assets decline due to poor performance by the equity markets and/or long-term interest rates decline, as was experienced in 2002 and 2001, our pension liability and cash funding requirements will increase, ultimately increasing future pension expense.

Inventories are stated at the lower of cost or market value and are categorized as raw materials, work-in-progress or finished goods. Inventory reserves are recorded for damaged, obsolete, excess and slow-moving inventory. Management uses estimates to record these reserves. Slow-moving inventory is reviewed by category and may be partially or fully reserved for depending on the type of product and the length of time the product has been included in inventory.

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NEW ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB issued a revised Interpretation No. 46, Consolidation of Variable Interest Entities (“Interpretation 46R”), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. Interpretation 46R replaces Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. The Company is required to apply Interpretation 46R to interests in variable interest entities (“VIE”) created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under Interpretation 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date Interpretation 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The adoption of Interpretation 46R did not have a material impact on the Company’s interim 2004 financial statements.

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 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, the current hostilities in the Middle East, and other threats or acts of terrorism.
	•		Factors affecting the Company’s financial performance or condition, including restrictions or conditions imposed by our current and prospective lenders, our ability to complete the expected new financing arrangement described above, tax legislation, unanticipated restrictions on the Company’s ability to transfer funds from our subsidiaries, the costs of complying with recent accounting, disclosure and corporate governance requirements, and changes in applicable accounting principles or environmental laws and regulations.
	•		Factors affecting percentage of completion contracts, including the accuracy of estimates and assumptions regarding the timing and levels of costs to complete those contracts.
	•		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 and costs incurred 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 fair market value of the Company’s common stock or other factors that would negatively impact the funding of or the value of securities held by the employee benefit plans.
	•		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.
	•		Unanticipated technological developments that result in competitive disadvantage and create the potential for impairment of existing assets.
	•		Failure to achieve and maintain effective internal controls pursuant to Section 404 of the Sarbanes-Oxley Act.

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.

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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. As the values of the currencies utilized by 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 $23,000,000 of floating rate debt outstanding at September 30, 2004. A 100 basis point movement in interest rates on floating rate debt outstanding at September 30, 2004 would result in a change in earnings or loss before income taxes of approximately $230,000 per year.

FOREIGN EXCHANGE RATE RISK

If foreign exchange rates would have been collectively 10% weaker against the U.S. dollar in the first nine months of 2004, the approximately $214,000 net earnings would have been approximately $195,000.

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 September 30, 2004, the Company had no forward exchange contracts outstanding.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are adequate and effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

CHANGE IN INTERNAL CONTROLS

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 6. EXHIBITS.

See Exhibit Index following the last page of this Form 10-Q which Exhibit Index is incorporated herein by reference.

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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.

Date: November 15, 2004

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THE OILGEAR COMPANY
COMMISSION FILE NUMBER 000-00822
EXHIBIT INDEX

Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2004

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