OSHKOSH TRUCK CORP
10-Q, 1994-05-10
MOTOR VEHICLES & PASSENGER CAR BODIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


   (Mark One)
   (x)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the quarterly period ended March 26, 1994

                                       or

   ( )  Transaction Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

        for the Transition period from               to                      


   Commission File Number   0-13886  


                             Oshkosh Truck Corporation             
             [Exact name of registrant as specified in its charter]

              Wisconsin                                39-0520270
   [State of other jurisdiction of                  [I.R.S. Employer
   incorporation or organization]                   Identification No.]

   2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin  54903
      [Address of principal executive offices]          [Zip Code]

   Registrant's telephone number, including area code  (414)235-9151 

                          None                             
   [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) or 
   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 A Common Stock Outstanding as of March 26, 1994:   449,370

   Class B Common Stock Outstanding as of March 26, 1994: 8,256,928

   <PAGE>

                            OSHKOSH TRUCK CORPORATION
                                 FORM 10-Q INDEX
                           FOR QUARTER ENDED 03/26/94


                                                              Page

   PART I.       Financial Information

        Item 1.  Financial Statements

                 Consolidated Balance Sheet . . . . . . . .      3

                 Consolidated Statement of Operations . . .      4

                 Condensed Consolidated Statement of 
                   Cash Flows . . . . . . . . . . . . . . . .    5

                 Notes to Consolidated Financial Statements .   6, 7

        Item 2.  Management's Discussion and Analysis of
                   Results of Operations and Financial

                   Condition. . . . . . . . . . . . . . . . 8, 9, 10

   PART II.      Other Information. . . . . . . . . . . . .     11

   Signatures. . . . . . . . . . . . . . . . . . . . . . . .    11

   <PAGE>


                            OSHKOSH TRUCK CORPORATION
                           CONSOLIDATED BALANCE SHEET
                (In thousands except share and per share amounts)

                                            03/26/94        9/25/93
   ASSETS                                  (unaudited) 
   Current assets:
     Cash                                   $    190        $    592
     Receivables                              92,966          97,429
     Inventories (Note 2)                     72,367          68,801
     Prepaid expenses                          4,596           5,672
     Deferred income taxes                     8,844           6,166
                                            --------        --------
        Total current assets                 178,963         178,660
   Deferred charges                            4,172           8,128
   Other assets                               11,643          11,887
   Property, plant, & equipment, at cost:
     Land & improvements                       7,911           7,788
     Buildings                                34,305          33,302
     Machinery & equipment                    69,824          68,580
                                            --------        --------
                                             112,040         109,670
     Less accumulated depreciation            59,100          55,246
                                            --------        --------
     Net property, plant & equipment          52,940          54,424
                                            --------        --------
   Total assets                             $247,718        $253,099
                                            ========        ========
   LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:

     Accounts payable                       $ 57,977        $ 52,881  
     Federal excise taxes                        729             774  
     Payroll-related obligations               7,486           6,127  
     Accrued warranty                          5,222           4,542  
     Income taxes                                --              620
     Other liabilities                        15,318          12,749
                                            --------        --------
        Total current liabilities             86,732          77,693
   Long-term debt (Note 3)                    26,898          47,819
   Postretirement benefit obligations          8,084           7,726
   Other long-term liabilities                 9,439           7,094
   Deferred income taxes                         304             763
   Shareholders' equity:
     Preferred stock, par value $.01 per
       share, authorized 2,000,000 shares,
       none issued                                --              --
     Common stock, par value $.01 per share:
       Class A, authorized 1,000,000
        shares, issued and outstanding
        449,370 shares                             4               4
       Class B, authorized 18,000,000
        shares, issued 8,558,795 shares           86              86
       Additional paid-in capital              7,434           7,399
       Retained earnings                     112,217         108,158
                                            --------        --------
                                             119,741         115,647
       Less: Cost of Class B common stock
        in treasury; 301,867 and 321,117
        shares at 03/26/94 and 9/25/93,
        respectively                           2,604           2,767
       Pension liability adjustment              876             876
                                            --------        --------
        Total shareholders' equity           116,261         112,004
                                            --------        --------
   Total liabilities and shareholders' 
     equity                                 $247,718        $253,099
                                            ========        ========

   <PAGE>

                            OSHKOSH TRUCK CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                (Unaudited/in thousands except per share amounts)

                                        Three months ended  Six months ended 
                                        03/26/94 03/27/93  03/26/94 03/27/93

   Net shipments                        $192,891 $154,345  $355,216 $298,644
   Cost of goods sold                    170,873  134,870   313.988  263,840
                                        --------  -------  -------- --------  
   Gross profit                           22,018   19,475    41,228   34,804

   Operating expenses:
     Selling, general & administrative    15,464   12,463    26,354   23,258
     Engineering, research & development   1,756    2,851     4,124    5,281
                                        --------  -------   -------  -------
   Total operating expenses               17,220   15,314    30,478   28,539

   Income from operations                  4,798    4,161    10,750    6,265

   Other income (expense):
     Interest  expense                     (558)   (1,219)   (1,008)  (2,265)
     Interest income                        140        29       338       59
     Miscellaneous, net                     143        18       120        5
                                        -------   -------   --------  -------
                                           (275)   (1,172)     (550)  (2,201)
                                        -------   --------  -------  -------
   Income before income taxes and
     cumulative effect of change
     in accounting principle              4,523     2,989    10,200    4,064

   Provision for income taxes             1,764     1,015     3,978    1,422
                                        -------   -------   -------   -------

   Income before cumulative effect of
     change in accounting principle       2,759     1,974     6,222    2,642

   Cumulative effect of change in method
     of accounting for postretirement benefits,
     net of tax benefit of $2,726            -         -         -    (4,088)
                                        -------  --------  --------  --------

   Net income                          $  2,759  $  1,974  $  6,222  $(1,446)
                                       ========  ========  ========  ========

   Net earnings per common share:
     Before cumulative effect of
       accounting change                  $0.32    $0.23     $0.72     $0.30

   Cumulative effect of change in method    
     of accounting for postretirement    
     benefits, net of taxes                0.00     0.00      0.00     (0.47)
                                          -----    -----     -----    -------
                                          $0.32    $0.23     $0.72    $(0.17)
                                          =====    =====     =====    =======

   Cash dividends per common share:
     Class A                           $0.10875  $0.10875  $0.21750  $0.21750
     Class B                           $0.12500  $0.12500  $0.25000  $0.25000


   <PAGE>

                            OSHKOSH TRUCK CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (Unaudited/In thousands)

                                                 Six months ended 
                                                03/26/94  03/27/93

   Operating activities:
     Net income (loss)                          $ 6,222   $(1,446)
     Adjustments to reconcile net income
       to net cash provided (used) by 
       operating activities:
         Depreciation and amortization            4,768     4,343
         Deferred income taxes                   (3,137)   (2,726)
         Cumulative effect of change in
           accounting principle                       -     6,814
         Other                                       11        21
         Changes in operating assets and
           liabilities                           17,666   (14,904)
                                                -------   -------
     Total adjustments                           19,308    (6,452)
   Net cash provided (used) by operating 
     activities                                  25,530    (7,898)
                                                -------   -------

   Investing activities:
     Additions to property, plant & 
       equipment                                 (2,797)   (3,098)
     Less amount capitalized under 
       financing leases                               -       450
     Net additions to property, plant
       & equipment                               (2,797)   (2,648)
     Increase in other assets                      (254)   (4,543) 
                                                -------   -------
     Net cash used by investing activities       (3,051)   (7,191)    
                                                 -------   -------
     Financing activities:
     Net borrowings (payments) on 
       lines of credit                          (20,921)   16,037 
                                                -------   -------
     Sales of common stock in treasury              198         2
     Dividends paid                              (2,158)   (1,079)
                                                -------   -------
   Net cash provided (used) by 
     financing activities                       (22,881)   14,960 
                                                -------   -------

   Decrease in cash and cash equivalents           (402)     (129)

   Cash at beginning of period                      592       221
                                                -------   -------

   Cash at end of period                        $   190   $    92
                                                =======   =======

   Supplementary disclosures:
     Cash paid for interest                     $ 1,051   $ 2,161
     Cash paid for income taxes                 $ 7,729   $   876 

   <PAGE>


                            OSHKOSH TRUCK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except share amounts)


   NOTE 1 BASIS OF PRESENTATION

   The consolidated financial statements included herein have been prepared
   by the company without audit.  However, the foregoing statements contain
   all adjustments (consisting only of normal recurring adjustments) which
   are, in the opinion of company management, necessary to present fairly the
   financial position as of March 26, 1994 and September 25, 1993, the
   results of operations for the three and six month periods ended March 26,
   1994 and March 27, 1993, and cash flows for the six month periods ended
   March 26, 1994 and March 27, 1993.

   Certain information and footnote disclosures normally included in
   financial statements prepared in accordance with generally accepted
   accounting principles have been condensed or omitted pursuant to the 
   rules and regulations of the Securities and Exchange Commission.  It is
   suggested that these consolidated financial statements to be read in
   conjunction with the financial statements and notes thereto included in
   the company's 1993 annual report to shareholders.

   NOTE 2 INVENTORIES

   Inventories consist of the following:

                                      03/26/94       09/25/93
   Finished products                  $10,418        $ 8,912
   Products in process                 25,554         17,495
   Raw material                        43,401         48,900
                                      -------        -------
                                       79,373         75,307

   Less:

   Allowance for reduction to 
     LIFO cost                          7,006          6,506
                                      -------        -------
                                      $72,367        $68,801
                                      =======        =======


   NOTE 3 LONG-TERM DEBT

   Long-Term Debt consists of the following:

                                      03/26/94       09/25/93
   Revolving Credit Facility          $18,000        $38,500
   Industrial Revenue Bonds             8,700          8,700
   Other                                  198            619
                                      -------        -------
                                      $26,898        $47,819
                                      =======        =======

   NOTE 4 NET INCOME PER COMMON SHARE

   Net income per common share is computed by dividing net income by the
   weighted average number of shares outstanding.  Average number of shares
   outstanding was 8,697,221 and 8,686,920, respectively, for the three month
   periods and was 8,692,671 and 8,686,900, respectively, for the six month
   periods ended March 26, 1994 and March 27, 1993.  Stock options are not
   presently dilutive.
   
   NOTE 5 RECLASSIFICATIONS
   
   Certain reclassifications have been made to the 1993 condensed
   consolidated financial statements to conform to the 1994 presentation.

   <PAGE>



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

   Results of Operations
   For the Three Months Ended March 1994
   Compared to the Three Months Ended March 1993

   Net income for the quarter ended March 1994 was $2.8 million, or $.32 per
   share, including charges of $2.0 million after tax, or $.23 per share, for
   work force downsizing related to reduced defense business. This compares
   to net income of $2.0 million, or $.23 per share in the second quarter of
   the 1993 fiscal year.

   Shipments for the three months ended March 1994 were $192.9 million
   compared to $154.3 million in the 1993 fiscal second quarter.

   Net shipments increased due to improved unit volumes in both defense and
   commercial products compared to the same period a year ago.  Fiscal 1994
   shipments of defense products increased by $23.9 million, or 25.7% to
   $116.7 million in comparison to $92.8 million in the second quarter of the
   1993 fiscal year. This increase is attributable to substantial increases
   in the level of shipments under the U.S. Army palletized load system (PLS)
   and new generation Army heavy equipment transporters (HET M1070).  These
   two programs more than offset the reduction in shipments resulting from
   completion of HEMTT production in April 1993.  The PLS and HET M1070
   account for substantially all of the company's defense shipments in the
   second quarter of the 1994 fiscal year.  Under current contracts the HET
   M1070 production will extend through September 1994 and PLS production
   will extend through August 1996.

   Net shipments of commercial products improved by $14.7 million to $76.2
   million in the second quarter of the 1994 fiscal year, in comparison to
   the 1993 fiscal period, attributable to strong markets for the companys
   stripped motorized chassis and van trailer products. Virtually all of the
   company's revenue are derived from firm customer orders prior to
   commencing production.  
   
   Gross profits for the three month period ended March 1994 were $22.0 
   million improved from $19.5 million in the 1993 fiscal period, in line 
   with increased volumes.  Gross profits expressed as a percentage of sales 
   decreased to 11.4% in fiscal 1994 from 12.6% in the fiscal 1993 period.
   This decrease is attributable to amortization of engineering costs related
   to HET M1070 and PLS shipments in the 1994 fiscal period.

   Operating expenses totaled $17.2 million in the quarter ended March, 1994
   including $3.3 million in charges associated with work force reductions
   relating to reduced defense business. This compares to $15.3 million in
   the same period a year earlier.  Engineering research and development
   expenditures decreased by $1.1 million to $1.8 million in the fiscal 1994
   second quarter, in line with downsizing of work force relating to reduced
   defense business.

   Interest expense net of interest income and other totaled $0.3 million in
   the second quarter of the 1994 fiscal year compared to $1.2 million in the 
   1993 fiscal period. This decrease is attributable to working capital needs 
   to support defense export shipments during the 1993 fiscal period.

   The effective income tax rate for combined federal and state income taxes
   in the current period was 39.0% increased from 34.0% in fiscal 1993. The
   increase is due to decreased export shipments as compared to a year
   earlier and 1.0% is attributable to increased statutory rates.

   Results of Operations
   For Six Months Ended March 1994
   Compared to Six Months Ended March 1993

   Net income for the first six months of 1994 fiscal year was $6.2 million,
   or $.72 per share, including charges of $2.0 million after tax, or $.23
   per share for work force downsizing related to reduced defense business.
   During the first half of its 1993 fiscal year the company had income,
   before cumulative effect of accounting change for the adoption of
   Statement of Financial Accounting Standards (SFAS) No. 106 "Employers
   Accounting for Postretirement Benefits Other Than Pensions", of $2.6
   million, or $.30 per share. This included charges of $1.6 million after
   tax pertaining to settlement with the U.S. Government of long standing
   cost accounting issues. The company incurred a net loss for the first six
   months of the 1993 fiscal year of $1.4 million, or $.17 per share,
   inclusive of the non-cash SFAS No. 106 charge of $4.1 million. Net
   shipments for the six months ended March 1994 were $355.2 million, an
   increase of $56.6 million, or 18.9% over the same period of the 1993 
   fiscal year.   
   
   Net shipments increased due to improved unit volumes in both defense and
   commercial products compared to the same period a year ago. Fiscal 1994
   shipments of defense products increased by $36.9 million, or 19.0% to
   $230.2 million in comparison to $193.3 million in the first half of the
   1993 fiscal year. This increase is attributable to the same factors as
   the first quarter period.  

   Gross profits for the six month period ended March 1994 were $41.2 million
   compared to $34.8 million in the 1993 fiscal period in line with increased
   volumes. Gross profits expressed as a percentage of sales were 11.61% and
   11.65% during the 1994 and 1993 fiscal periods, respectively.

   Operating expenses were $30.5 million in the first six months of the 1994
   fiscal year, increased from $28.5 million in the 1993 fiscal period. The
   1994 first half includes $3.3 million for non-recurring charges associated
   with work force reductions related to reduced defense business.  The 1994
   fiscal period expenditures for engineering, research, and development have
   decreased by $1.2 million to $4.1 million.  This decrease is in line with
   downsizing of the work force related to decreased defense business.

   Interest expense net of interest income and other is sharply lower,
   totaling $0.5 million in the first six months of the 1994 fiscal year
   compared to $2.2 million a year  earlier.  This decrease is a function of
   decreased working capital needs.  The 1993 fiscal period saw higher
   borrowing levels in support of export defense shipments.

   The effective income tax rate for combined federal and state income taxes
   in the current period was 39.0% increased from 35.0% in fiscal 1993. The
   increase is due to decreased export shipments as compared to a year
   earlier and 1.0% is attributable to increased statutory rates.

   Liquidity and Capital Resources

   Working capital was $92.2 million at March 26, 1994, a decline from $101.0
   million at September 25, 1993.  This decrease has occurred while shipment
   volumes have increased.  Inventory and receivable levels have remained
   relatively constant, while trade payable has increased with volume levels,
   and other current liabilities have increased due to non-cash charges
   associated with the companys reduction in force.

   The company achieved favorable cash flow performance in the first half of
   the 1994 fiscal year generating $25.5 million in cash provided by
   operations and the exercise of stock options, which funded dividend
   payments of $2.2 million, $20.9 million reduction in long-term debt to
   $26.9 million at March 26, 1994, and capital additions and investing
   activities of $3.0 million. The company currently has an $85.0 million 
   committed revolving credit agreement with a group of banks.  The company 
   believes its internally generated cash flow, supplemented by progress 
   payments and the existing credit facilities, will be adequate to meet the 
   working capital and other operating and capital requirements of the 
   company in the foreseeable future.

   Under the current circumstances, the company believes that recent changes
   in the overall level of defense spending will not necessarily have a
   material impact on the company's operations since such changes do not have
   an immediate or direct correlation with the company's existing contracts.
   The company is substantially dependent on its shipments to the U.S.
   Government and shipments of defense products as evidenced by shipments of
   66% and 71% of total shipments during fiscal 1993 and 1992, respectively.
   Substantial decreases in the company's volume of defense business from
   current levels could have an adverse effect on the company's
   profitability.  The company has negotiated a modification to the PLS
   contract to extend, at reduced levels, production of existing contractual
   quantities through approximately August 1996, at which time additional
   funding may be available to meet future government requirements, thus
   providing stable long-term production.  PLS production without this
   modification would have concluded in August 1995.  The company continues
   actively working on several international sales opportunities for defense
   vehicles, which are major.

   Inflation

   The company believes that the risks of inflation are minimized by the
   nature of its businesses.  All of the revenues derived by the company from
   its contracts with the U.S.  Government were received under firm fixed-
   price contracts.  The company prices major government programs and
   contracts on a current basis that takes into account cost increases
   expected to occur during performance of the contract.  Generally, major
   suppliers receive terms from the company similar to what the company
   receives under its contracts with the U.S. Government.  Commercial
   business is performed on the basis of pricing specific orders.  Any impact
   from inflation will be minimized by the company's ability to include the
   inflationary cost increases in prices.

   Backlog

   The company's current backlog is $617 million, compared to $459 million as
   of September 25, 1993.  The change in backlog represents delivery of
   products on long-term contracts net of additional funding received.  
   Backlog on U.S. Government contracts comprises $513 million of the current
   backlog with the remainder being commercial.  
   
   Environmental
   The company is currently engaged in environmental activities that include
   both investigation and remediation.  The company acquired a business and
   subsequently discovered hazardous material had been improperly disposed of
   on the premises.  Investigation of the matter is continuing and it has not
   been determined whether any remediation will be required.  The company is
   relying on a contractual representation as well as state law to recover
   costs from the former owner. In addition, the company is investigating
   hazardous material discharges at its Wisconsin facility.  Remediation, if
   required, will begin after the completion of the investigation.  Estimated
   costs related to these activties have been made and accrued in current
   operations.  The company does not anticipate the costs relating to
   environmental activities will have a material adverse impact on the
   company's financial condition. 

   <PAGE>

                            OSHKOSH TRUCK CORPORATION
                           PART II - OTHER INFORMATION
                                    FORM 10-Q
                                 MARCH 26, 1994



   ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

        None

   (b)  Reports on Form 8-K

        The company was not required to file a report on Form 8-K  during the
   quarter ended March 26, 1994.



                                   SIGNATURES

   Pursuant to the requirements of the Securities and Exchange Act of 1934,
   the registrant has duly caused this report to be signed on its behalf by
   the undersigned thereunto duly authorized.


                                        OSHKOSH TRUCK CORPORATION
                                        
                                        
                                        
   DATE: May 10, 1994                   R. EUGENE GOODSON
                                        R. Eugene Goodson
                                        Chairman and Chief Executive Officer



   DATE: May 10, 1994                   FRED S. SCHULTE
                                        Fred S. Schulte
                                        Vice President, Chief Financial
                                        Officer and Treasurer





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