OILGEAR CO
10-Q, 2000-11-14
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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<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 September 30, 2000

                                       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, 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 September 30, 2000
--------------------------------------------------------------------------------
    Common Stock, $1.00 Par Value                          1,990,783






<PAGE>   2





                                                                          PAGE 2

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                      THE OILGEAR COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
ASSETS                                                                             SEPTEMBER 30, 2000       December 31, 1999
------                                                                             ------------------       -----------------
<S>                                                                                <C>                      <C>
Current assets:
   Cash and cash equivalents                                                          $     4,839,135               6,698,452
   Trade accounts receivable, less allowance for
   doubtful
     receivables of $268,000 in both 2000 and 1999                                         20,804,903              17,563,376
   Costs and estimated earnings in excess of billings on uncompleted
     contracts                                                                              1,378,202                 511,564
   Inventories                                                                             22,746,504              23,232,920
   Prepaid expenses                                                                           555,222                 378,680
   Other current assets                                                                     1,046,833                 976,355
                                                                                      ---------------              ----------
Total current assets                                                                       51,370,799              49,361,347
                                                                                      ---------------              ----------
Property, plant and equipment, at cost
   Land                                                                                       900,581               1,010,165
   Buildings                                                                               11,406,915              11,196,541
   Machinery and equipment                                                                 47,974,950              47,233,691
   Drawings, patterns and patents                                                           4,476,601               4,249,083
                                                                                      ---------------              ----------
                                                                                           64,759,047              63,689,480
   Less accumulated depreciation and amortization                                          39,341,583              37,103,920
                                                                                      ---------------              ----------
Net property, plant and equipment                                                          25,417,464              26,585,560
Intangible pension asset                                                                      240,000                 240,000
Other assets                                                                                4,701,326               5,178,340
                                                                                      ---------------              ----------
                                                                                      $    81,729,589              81,365,247
                                                                                      ---------------              ----------


LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
   Short-term borrowings                                                               $      629,206                 158,244
   Current installments of long-term debt                                                   1,910,140               2,014,355
   Accounts payable                                                                         6,843,686               6,219,199
   Billings in excess of costs and estimated earnings on uncompleted
    contracts                                                                                 732,713                 726,671
   Customer deposits                                                                        2,122,911                 523,717
   Accrued compensation and employee benefits                                               1,592,920               2,612,856
   Other accrued expenses and income taxes                                                  3,252,364               3,605,491
                                                                                      ---------------              ----------
Total current liabilities                                                                  17,083,940              15,860,533
                                                                                      ---------------              ----------
Long-term debt, less current installments                                                  18,878,819              18,546,233
Unfunded employee retirement plan costs                                                       790,000                 790,000
Unfunded post-retirement health care costs                                                 10,809,000              10,809,000
Other noncurrent liabilities                                                                1,636,386               1,483,998
                                                                                      ---------------              ----------
Total liabilities                                                                          49,198,145              47,489,764
                                                                                      ---------------              ----------
Minority interest in consolidated subsidiaries                                                905,008                 797,472
Shareholders' equity:
   Common stock, par value $1 per share, authorized 4,000,000 shares; issued
     1,990,783 shares in 2000 and 1999, respectively                                        1,990,783               1,990,783
   Capital in excess of par value                                                           9,497,906               9,497,906
   Retained earnings                                                                       24,521,862              23,794,315
                                                                                      ---------------              ----------
                                                                                           36,010,551              35,283,004
   Deduct:
     Treasury stock, 9,282 and 800 shares in 2000 and 1999, respectively,at cost              (78,832)                 (8,800)
     Notes receivable from employees for purchase of Company
      common stock                                                                           (199,388)               (223,819)
     Accumulated other comprehensive income:
      Foreign currency translation adjustment                                              (4,035,895)             (1,902,374)
      Minimum pension liability adjustment                                                   (70,000)                (70,000)
                                                                                      ---------------              ----------
                                                                                           (4,105,895)             (1,972,374)
                                                                                      ---------------              ----------
Total shareholders' equity                                                                 31,626,436              33,078,011
                                                                                      ---------------              ----------
                                                                                      $    81,729,589              81,365,247
                                                                                      ===============              ==========
</TABLE>

See accompanying notes to consolidated financial statements.






<PAGE>   3

                                                                          PAGE 3

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

<TABLE>
<CAPTION>

                                               FOR THREE MONTHS ENDED         FOR NINE MONTHS ENDED
                                                    SEPTEMBER 30,                  SEPTEMBER 30,
                                             --------------------------    ---------------------------
                                                 2000           1999           2000            1999
                                             -----------     ----------    -----------      ----------
<S>                                          <C>             <C>           <C>              <C>
Net sales                                    $22,716,930     22,293,914    $69,278,388      67,861,279
Cost of sales                                 16,713,024     15,886,250     50,329,857      48,613,237
                                             -----------     ----------    -----------      ----------
Gross profit                                   6,003,906      6,407,664     18,948,531      19,248,042
Selling, general and
        administrative expenses                5,039,235      5,322,138     16,236,115      16,378,190
                                             -----------     ----------    -----------      ----------
Operating income                                 964,671      1,085,526      2,712,416       2,869,852
Interest expense                                 433,983        391,103      1,131,887       1,262,499
Other non-operating income (expense),net         (59,801)      (119,118)        75,057          84,085
                                             -----------     ----------    -----------      ----------
Earnings before income taxes                     470,887        575,305      1,655,586       1,691,438
Income tax expense                               136,237        223,345        411,996         480,626
                                             -----------     ----------    -----------      ----------
Net earnings before minority interest            334,650        351,960      1,243,590       1,210,812
Minority interest in net earnings                 24,529         51,013        106,408          86,576
                                             -----------     ----------    -----------      ----------
Net earnings                                 $   310,121        300,947    $ 1,137,182       1,124,236
                                             ===========     ==========    ===========      ==========
Basic earnings per share of common stock     $      0.16           0.15    $      0.57            0.57
                                             ===========     ==========    ===========      ==========
Diluted earnings per share of common stock   $      0.16           0.15    $      0.57            0.57
                                             ===========     ==========    ===========      ==========
Dividends per share of common stock          $      0.07           0.07    $      0.21            0.21
                                             ===========     ==========    ===========      ==========
Basic weighted-average outstanding shares      1,981,200      1,988,805      1,981,257       1,981,296
                                             ===========     ==========    ===========      ==========
Diluted weighted-average outstanding shares    1,987,205      1,988,805      1,986,086       1,981,296
                                             ===========     ==========    ===========      ==========
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>   4
                                                                          PAGE 4

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

<TABLE>
<CAPTION>

                                                                                         FOR NINE MONTHS ENDED
                                                                                             SEPTEMBER 30,
                                                                                     ----------------------------
                                                                                         2000            1999
                                                                                     ------------    ------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
    Net earnings                                                                      $ 1,137,182       1,124,236
    Adjustments to reconcile net earnings to net cash provided by operating
      activities:
        Depreciation and amortization                                                   2,991,440       3,055,221
        Common and treasury stock issued in connection with:
           Compensation element of sales to employees
             and employee savings plan                                                     52,425          65,261
        Minority interest in consolidated subsidiaries                                    106,408          86,576
        Change in assets and liabilities:
           Trade accounts receivable                                                   (4,142,658)     (2,135,916)
           Inventories                                                                   (380,154)      2,619,986
           Billings, costs and estimated earnings on uncompleted contracts               (860,596)         86,871
           Prepaid expenses                                                              (214,376)       (220,826)
           Accounts payable                                                               892,499      (2,407,065)
           Customer deposits                                                            1,694,617         496,361
           Accrued compensation                                                          (865,576)        583,710
           Other, net                                                                    (239,232)      1,427,028
                                                                                     ------------     -----------
Net cash provided by operating activities                                             $   171,979       4,781,443
                                                                                     ------------     -----------
Cash flows from investing activities:
    Additions to property, plant and equipment                                         (2,375,971)     (1,532,058)
                                                                                     ------------     -----------
Net cash used by investing activities                                                 $(2,375,971)     (1,532,058)
                                                                                     ------------     -----------
Cash flows from financing activities:
    Net borrowings (repayments) under line of credit agreements                           500,601         (94,666)
    Repayment of long-term debt                                                        (1,458,440)     (2,189,731)
    Proceeds from issuance of long-term debt                                            1,798,423              --
    Restricted cash used for capital expenditures                                         555,235         227,390
    Dividends paid                                                                       (415,985)       (417,546)
    Purchase of treasury stock                                                           (140,494)        (18,769)
    Proceeds from sale of treasury stock                                                       --          14,570
    Proceeds from sale of common stock                                                         --         130,031
    Payments received on notes receivable from employees                                   48,820          54,443
                                                                                     ------------     -----------
Net cash provided (used) by financing activities                                      $   888,160      (2,294,278)
                                                                                     ------------     -----------
Effect of exchange rate changes on cash and cash equivalents                             (543,485)       (294,004)
                                                                                     ------------     -----------
Net increase (decrease) in cash and cash equivalents                                  $(1,859,317)        661,103
Cash and cash equivalents:
    At beginning of period                                                              6,698,452       4,058,530
                                                                                     ------------     -----------
    At end of period                                                                  $ 4,839,135       4,719,633
                                                                                     ============     ===========
Supplemental disclosures of cash flow information: Cash paid during the period
    for:
      Interest                                                                        $ 1,099,876      1,207,163
      Income taxes                                                                    $   375,157        264,264
                                                                                     ============     ===========

</TABLE>


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

<TABLE>
<CAPTION>

                                                       FOR THREE MONTHS ENDED        FOR NINE MONTHS ENDED
                                                            SEPTEMBER 30,                  SEPTEMBER 30,
                                                      ------------------------     ---------------------------
                                                          2000          1999           2000           1999
                                                      ----------      --------     ------------    -----------
<S>                                                   <C>             <C>          <C>             <C>
Net earnings                                          $ 310,121       300,947      $ 1,137,182     1,124,236
Other comprehensive loss:
    Foreign currency translation adjustment            (779,473)      572,364       (2,133,521)     (970,787)
                                                      ---------       -------      -----------     ---------
Total comprehensive gain (loss)                       $(469,352)      873,311      $  (996,339)      153,449
                                                      =========       =======      ===========     =========
</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>   5
                                                                          PAGE 5

                      THE OILGEAR COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Basis of Presentation

These interim financial statements reflect all adjustments which are, in the
opinion of management, necessary for 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, 1999 Annual
Report, a copy of which is available upon request. These notes should be read in
conjunction with the Consolidated Financial Statements and the related notes in
the 1999 Annual Report.

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 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, systems and electronic controls.
Products include piston pumps, motors, valves, controls, manifolds,
electrohydraulic systems and components, cylinders, reservoirs, skids and
meters. Industries that use these products are primary metals, machine tool,
automobile, petroleum, construction equipment, chemical, plastic, glass, lumber,
rubber and food. The products are sold as individual components or integrated
into high performance systems.

Geographic segment information is as follows:

<TABLE>
<CAPTION>

                                                       FOR THREE MONTHS ENDED                    FOR NINE MONTHS ENDED
                                                   ---------------------------------------   --------------------------------------
SALES TO UNAFFILIATED CUSTOMERS                    SEPTEMBER 30, 2000   September 30, 1999   SEPTEMBER 30, 2000  September 30, 1999
-------------------------------                    ------------------   ------------------   ------------------  ------------------
<S>                                                <C>                  <C>                  <C>                 <C>

Domestic                                             $   13,858,469         12,095,583         $  41,835,884          38,075,129
European                                                  5,996,419          7,745,732            18,301,978          22,663,407
International                                             2,862,042          2,452,599             9,140,526           7,122,743
                                                     --------------         ----------         -------------          ----------
Total                                                $   22,716,930         22,293,914         $  69,278,388          67,861,279
                                                     ==============         ==========         =============          ==========

INTERSEGMENT SALES
------------------
Domestic                                             $    1,505,340          1,360,173         $   5,387,573           4,254,205
European                                                    324,465            145,026             1,363,027           1,129,405

OPERATING INCOME
----------------
Domestic                                             $      983,091            735,020         $   2,942,708           2,350,604
European                                                    356,889            488,335               803,545           1,277,700
International                                               270,474            304,170               941,576             992,797
Corporate expenses, including R&D                          (645,783)          (441,999)           (1,975,413)         (1,751,249)
                                                     --------------         ----------         -------------          ----------
Total                                                $      964,671          1,085,526         $   2,712,416           2,869,852
                                                     ==============         ==========         =============          ==========

IDENTIFIABLE ASSETS
-------------------
Domestic                                             $           --                 --         $  48,970,370          52,917,210
European                                                         --                 --            25,565,209          26,728,393
International                                                    --                 --             5,644,291           5,599,030
Corporate                                                        --                 --             1,549,719           1,375,690
                                                     --------------         ----------         -------------          ----------
Total                                                $           --                 --         $  81,729,589          86,620,323
                                                     ==============         ==========         =============          ==========
</TABLE>



Inventories

Inventories at September 30, 2000 and December 31, 1999 consist of the
following:

<TABLE>
<CAPTION>
                                     SEPTEMBER 30, 2000     December 31, 1999
                                     ------------------     -----------------
<S>                                  <C>                    <C>

Raw materials                            $    2,321,804             2,447,402
Work in process                              17,422,073            17,634,558
Finished goods                                4,291,627             4,777,960
                                         --------------            ----------
                                             24,035,504            24,859,920
LIFO reserve                                 (1,289,000)           (1,627,000)
                                         --------------            ----------
Total                                    $   22,746,504            23,232,920
                                         ==============            ==========
</TABLE>

Inventories stated on the last-in, first-out (LIFO) basis, including amounts
allocated to uncompleted contracts, are valued at $18,198,000 and $15,642,000 at
September 30, 2000 and December 31, 1999, respectively.



<PAGE>   6

                                                                          PAGE 6

Earnings per share

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

<TABLE>
<CAPTION>
                                                          FOR THREE MONTHS ENDED                   FOR NINE MONTHS ENDED
                                                  --------------------------------------  ---------------------------------------
                                                  SEPTEMBER 30, 2000  September 30, 1999  SEPTEMBER 30, 2000   September 30, 1999
                                                  ------------------  ------------------  ------------------   ------------------
<S>                                               <C>                 <C>                 <C>                  <C>
Net income for basic and diluted earnings per
share                                                 $    310,121         300,947          $1,137,182             1,124,236
Weighted average common shares outstanding               1,981,200       1,988,805           1,981,257             1,981,296
Dilutive stock options                                       6,005              --               4,829                    --
Dilutive average common shares outstanding               1,987,205       1,988,805           1,986,086             1,981,296
Basic earnings per common share                       $       0.16            0.15          $     0.57                  0.57
Diluted earnings per common share                     $       0.16            0.15          $     0.57                  0.57
</TABLE>

Options to purchase 73,785 shares of common stock with a weighted average
exercise price of $10.45 per share were outstanding at September 30, 2000.
Options to purchase 61,348 shares of common stock with a weighted average
exercise price of $12.22 per share were outstanding at September 30, 1999.

Options to purchase 67,780 and 61,348 shares of common stock were not included
in the September 30, 2000 and 1999, respectively, computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of common stock during the three month periods then ended.

Options to purchase 68,956 and 61,348 shares of common stock were not included
in the September 30, 2000 and 1999, respectively, computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of common stock during the nine month periods then ended.

Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133"), which has been amended by FAS 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FAS 133, an amendment of FAS 133," and by FAS 138, "Accounting
for Certain Derivative Instruments and Certain Hedging Activities, an amendment
of FAS 133." FAS 133 requires that every derivative instrument be recorded on
the balance sheet as an asset or liability measured at its fair value and that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.

FAS 133, as amended, is effective for fiscal years beginning after June 15, 2000
and must be applied to: (a) derivative instruments; and (b) certain derivative
instruments embedded in hybrid contracts that were issued, acquired or
substantively modified after December 31, 1998. The Company is in the process of
identifying any relationships it has that may be within the scope of FAS 133.
The Company is required to adopt FAS 133 in the first quarter of 2001 and does
not anticipate that the implementation of FAS 133 will have a material affect on
its financial position and results of operations.
<PAGE>   7
]
                                                                          Page 7

ITEM 2.

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


FINANCIAL CONDITION

The increase of systems work-in-process at September 30, 2000 compared to
December 31, 1999 caused the increase in costs and estimated earnings in excess
of billings on uncompleted contracts and customer deposits. A major part of the
increase in trade accounts receivable was caused by a large contract under which
product was shipped in the third quarter with payment due in the fourth quarter.
The weakening of the EURO and the UK pound against the US dollar caused the loss
in "Foreign currency translation adjustment". The Company's management believes
the Company has adequate means for meeting future capital needs.

RESULTS OF OPERATIONS

Net sales of approximately $22,717,000 for the third quarter of 2000 were up
approximately 2.0% from net sales of approximately $22,294,000 for the same
period in 1999. Net earnings were approximately $310,000 or $0.16 per share for
the third quarter of 2000, a 3.0% increase from earnings of approximately
$301,000 or $0.15 per share in the third quarter of 1999. The weak EURO caused a
decrease of approximately 23% in the European segment net sales during the third
quarter of 2000 compared to the same period in 1999. This decrease in net sales
was more than offset by the increase in systems net sales in the Domestic and
International segments.


For the first nine months of 2000, sales were approximately $69,278,000,
compared to sales of approximately $67,861,000 for the first nine months of
1999, an approximate 2.0% increase. Net earnings were approximately $1,137,000
or $.57 per share for the first nine months of 2000, compared to earnings of
$1,124,000 or $.57 per share for the same period in 1999. The increase in sales
during the first nine months reflected strong systems sales in the Domestic
segment and also in our International segment. Domestic sales were up
approximately 10% with particular strength in electrohydraulic systems. Our
International segment's net sales were up 28% with very strong sales from the
Mexican market. The weak EURO caused our products manufactured in the United
States and the United Kingdom and sold in Europe to be more expensive than
products manufactured in Europe. This adverse condition caused a 19% decrease in
the European segment net sales.


Net operating income decreased by 11% in the third quarter of 2000 and 5% in the
nine months of 2000 when compared to the same periods in 1999. The affect of the
weak EURO on profit margins and a heavier mix of products with lower profit
margins in 2000 compared to 1999 were the primary reasons for the decrease in
net operating income.

The backlog currently stands at approximately $22,100,000, up 17% from year end.
Orders were down 3.4% in the third quarter of 2000 and up 3.7% for the nine
months compared to the same periods in 1999. Third quarter sales in 1999
included a sizable aerospace contract that accounted for more than the decrease
in orders when compared with the third quarter of 2000. We have a signed letter
of intent for a sizeable contract to provide the hydraulics and electronic
controls for the fixed umbilical tower associated with the rocket launch
capabilities at Vandenberg Air Force Base. Our international systems business
continues at a strong level but our European orders are down because of the
depressed EURO.


Interest expense has decreased primarily because the days weighted average
amount of borrowings decreased.

Non-operating income consists of the following:



<TABLE>
<CAPTION>

                                           FOR THREE MONTHS ENDED                              FOR NINE MONTHS ENDED
                                     -----------------------------------------   ----------------------------------------
                                     SEPTEMBER 30, 2000     September 30, 1999   SEPTEMBER 30, 2000    September 30, 1999
                                     ------------------     ------------------   ------------------    ------------------
<S>                                  <C>                    <C>                  <C>                   <C>
Interest income                          $  3,921                 24,490             $  87,820             110,415
Foreign currency exchange loss            (61,412)              (173,923)             (151,326)           (111,579)
Miscellaneous, net                         (2,310)                30,315               138,563              85,249
                                         --------               --------             ---------            --------
Non-operating income                     $(59,801)              (119,118)            $  75,057              84,085
                                         ========               ========             =========            ========
</TABLE>


Most of the exchange loss was the result of the EURO currency declining against
payables denominated in US dollar and UK pounds at our European companies.




<PAGE>   8



                                                                          PAGE 8





The discussions in this section and elsewhere contain various forward-looking
statements concerning the Company's propects 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 and the demand for customers' products and
services that utilize Company products.


* 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
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.


* Unanticipated technological developments that result in competitive
disadvantages and create the potential for impairment of existing assets.




<PAGE>   9
                                                                          PAGE 9


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


The Companys' market risk exposure has not changed substantially from the year
ended December 31, 1999. See Item 7A Quantitative and Qualitative Disclosures
About Market Risk in the Company's annual report on Form 10-K for the year ended
December 31, 1999.



<PAGE>   10



                                                                         PAGE 10

                           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:

              No reports on Form 8-K have been filed during the quarter for
              which this report is filed.


<PAGE>   11



                                                                         PAGE 11


                                   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.


November 13, 2000

                    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>   12



                                                                         PAGE 12

                               THE OILGEAR COMPANY
                        COMMISSION FILE NUMBER 000-00822
                                  EXHIBIT INDEX



                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 30, 2000


Exhibit
Number



  27     The Oilgear Company Financial Data Schedule for the nine months ended
         September 30, 2000.




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