<PAGE> 1
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 MARCH 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number__________0-822_________
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, MILWAUKEE, WISCONSIN 53219
(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 31, 1995
Common Stock, $1.00 Par Value 1,153,298
<PAGE> 2
PART I - FINANCIAL INFORMATION PAGE 2
ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
THE OILGEAR COMPANY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS MARCH 31, 1995 DECEMBER 31, 1994
- ------ -------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,944,605 2,830,474
Trade accounts receivable less allowance for doubtful receivables
of $286,063 and $275,893 in 1995 and 1994, respectively 15,836,949 14,966,715
Inventories 23,063,676 22,296,710
Prepaid expenses 380,122 309,740
Other current assets 673,736 645,266
------------ ------------
Total current assets 41,899,088 41,048,905
------------ ------------
Property, plant and equipment, at cost
Land 1,286,236 1,217,743
Buildings 10,025,270 9,393,778
Machinery and equipment 33,637,178 33,128,068
Drawings, patterns and patents 2,043,491 1,981,992
------------ ------------
46,992,174 45,721,581
Less accumulated depreciation and amortization (21,961,530) (21,019,373)
------------ ------------
Net property, plant and equipment 25,030,644 24,702,208
Pension intangible 800,000 800,000
Other assets 3,264,524 3,327,909
------------ ------------
$70,994,256 69,879,022
============ ============
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY MARCH 31, 1995 DECEMBER 31, 1994
- ------------------------------------ -------------- -----------------
<S> <C> <C>
Current liabilities:
Short-term borrowings $ 2,319,217 2,172,055
Current installments of long-term debt 3,127,977 3,038,515
Accounts payable 5,256,895 6,529,990
Customer deposits 1,830,675 1,022,109
Accrued compensation 2,484,491 2,270,593
Other accrued expenses and income taxes 2,595,163 2,302,716
------------ ------------
Total current liabilities 17,614,417 17,335,978
------------ ------------
Deferred income taxes 34,043 0
Long-term debt, less current installments 13,252,943 13,192,844
Unfunded employee retirement plan costs 6,900,000 6,900,000
Unfunded postretirement health care costs 11,279,000 11,180,000
Other non-current liabilities 766,536 727,757
------------ ------------
Total liabilities 49,846,939 49,336,579
------------ ------------
Shareholders' equity:
Common stock par value $1 per share, authorized 4,000,000 shares;
issued 1153298 and 1137938 shares in 1995 and 1994, respectively 1,153,298 1,137,938
Capital in excess of par value 7,992,418 7,803,727
Retained earnings 17,309,446 17,072,882
------------ ------------
26,455,162 26,014,547
Add(deduct):
Notes receivable from employees for purchase
of common stock of the Company (200,931) (168,044)
Equity adjustments for foreign currency translation 73,087 (124,060)
Equity adjustments for pension liability (5,180,000) (5,180,000)
------------ ------------
Total shareholders' equity 21,147,317 20,542,443
------------ ------------
$70,994,256 69,879,022
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
PAGE 3
THE OILGEAR COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31.
OPERATIONS 1995 1994
- ---------- ----------- ----------
<S> <C> <C>
Net sales $17,760,031 15,839,746
Cost of sales 11,920,740 10,204,464
----------- ----------
Gross profit 5,839,290 5,635,282
Selling, general and
administrative expenses 5,158,105 5,219,059
----------- ----------
Operating income 681,186 416,223
Interest expense (364,600) (311,169)
Other income and expense 111,977 50,382
----------- ----------
Income before income taxes 428,563 155,436
Income taxes 76,675 1,971
----------- ----------
Net income $ 351,888 153,465
=========== ==========
Net income per share $0.31 0.15
=========== ==========
Dividend per share $0.10 0.05
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
THE OILGEAR COMPANY PAGE 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1995 1994
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $351,888 153,465
Depreciation 692,949 606,092
Compensation element of sales to employees
and employee savings plan 72,757 11,108
Change in assets and liabilities:
Trade accounts receivable (604,765) (803,589)
Inventories (442,016) (1,848,333)
Prepaid expenses (60,373) (549,764)
Accounts payable (1,354,249) 778,518
Customer deposits 772,926 1,221,323
Accrued compensation and pension expense 148,961 547,041
Unfunded employee benefit costs 99,000 0
Other, net 70,948 765,258
----------- -----------
Net cash provided (used) by operating activities (251,975) 881,119
----------- -----------
Cash flows from investing activities:
Additions to property, plant and equipment (799,395) (432,893)
Reductions (additions) to other assets 80,337 49,084
----------- -----------
Net cash used by investing activities (719,058) (383,809)
----------- -----------
Cash flows from financing activities:
Net borrowings (repayments) under line-of-credit agreement 5,536 755,770
Repayment of long-term debt (233,024) (720,763)
Proceeds from issuance of long-term debt 244,778 0
Other non-current liabilities 37,498 35,077
Dividends paid (115,330) (53,899)
Purchase of treasury stock 0 0
Proceeds from sale of treasury stock 0 0
Proceeds from sale of common stock 75,376 333,205
Payments received on notes receivable from employees 23,036 18,002
----------- -----------
Net cash provided (used) by financing activities 37,870 367,392
----------- -----------
Effect of exchange rate changes on cash 47,294 (77,640)
----------- -----------
Net increase (decrease) in cash and cash equivalents (885,868) 787,062
Cash and cash equivalents:
At beginning of year 2,830,474 1,746,673
----------- -----------
At end of period $1,944,606 2,533,735
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $206,586 277,831
=========== ===========
Income taxes $24,603 19,200
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
PAGE 5
THE OILGEAR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INVENTORIES
Inventories stated on the LIFO basis are valued at $11,433,235 at
March 31, 1995. If the first-in, first-out (FIFO) method of inventory
valuation had been used for such inventories, the inventories would
have been stated approximately $4,284,000 higher. As a result of the
application of the LIFO cost method, the inventories cannot be
segregated as to raw materials, work in process and finished goods.
EARNINGS PER SHARE
Earnings per share is based upon weighted average outstanding shares.
RECLASSIFICATIONS
Prepaid pension costs of $2,362,810 which were included in "Other
current assets" in the December 31, 1994 balance sheet have been
reclassified to "Other assets" to conform to the March 31, 1995
presentation.
OTHER INFORMATION
The financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results
for the interim period. All such adjustments are of a normal
recurring nature. Management assumes the reader will have access to
the December 31, 1994 Annual Report, a copy of which is available upon
request. These notes should be read in conjunction with the notes in
the Annual Report.
<PAGE> 6
PAGE 6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's financial position has not materially changed from
December 31, 1994 and management believes the Company has adequate
means for meeting future capital needs.
RESULTS OF OPERATIONS
Net sales for the first quarter totalled $17.8 million, up 12.7% from
the $15.8 million reported for the first quarter of 1994. The
backlog of orders at March 31, 1995 reached $24.5 million, up 64.4%
from the $14.9 million reported at December 31, 1994 which was the
result of increased orders during the first quarter of 1995. First
quarter orders were $27.5 million compared to $18.1 in the first
quarter of 1994, an increase of 51.9%.
Gross profit as a percentage of sales for the first quarter of 1995
decreased by 7.6% compared to the first quarter of 1994. The mix of
products in sales and the reclassification of some allocated expenses
to cost of sales that were traditionally classified as operating
expenses were the reasons for the decrease.
The increases in the prime rate from the first quarter of 1994 to the
first quarter of 1995 have caused the interest expense to increase by
17.2%.
<PAGE> 7
PAGE 7
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:
No current reports on Form 8-K were filed during the quarterly
period ended March 31, 1995, but a current report on Form 8-K was
filed by the Company on May 2, 1995 for the purpose of updating
the description of the Company's common stock under the
Securities Exchange Act of 1934.
<PAGE> 8
PAGE 8
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.
5-11-95 THE OILGEAR COMPANY
-----------------------------
Registrant
/S/ OTTO F. KLIEVE
-----------------------------
Otto F. Klieve,
President
/S/ THOMAS J. PRICE
-----------------------------
Thomas J. Price
VP-Finance and Corporate
Secretary
<PAGE> 9
PAGE 9
THE OILGEAR COMPANY
EXHIBIT INDEX
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 1995
Exhibit
Number
(27) The Oilgear Company Financial Data Schedule for the
three months ended March 31, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS OF THE OILGEAR COMPANY FOR THE THREE MONTHS ENDED MARCH 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1
<CASH> 1,944,605
<SECURITIES> 0
<RECEIVABLES> 16,123,012
<ALLOWANCES> 286,063
<INVENTORY> 23,063,676
<CURRENT-ASSETS> 41,899,088
<PP&E> 46,992,174
<DEPRECIATION> 21,961,530
<TOTAL-ASSETS> 70,994,256
<CURRENT-LIABILITIES> 17,614,417
<BONDS> 16,380,920
<COMMON> 9,145,716
0
0
<OTHER-SE> 12,001,602
<TOTAL-LIABILITY-AND-EQUITY> 70,994,256
<SALES> 17,760,031
<TOTAL-REVENUES> 17,760,031
<CGS> 11,920,740
<TOTAL-COSTS> 11,920,740
<OTHER-EXPENSES> 5,158,105
<LOSS-PROVISION> 37,500
<INTEREST-EXPENSE> 364,600
<INCOME-PRETAX> 428,563
<INCOME-TAX> 76,675
<INCOME-CONTINUING> 351,888
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 351,888
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>