SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
(Mark One)
(x) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 1998
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 or 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 (920) 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) 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 A Common Stock Outstanding as of January 31, 1999: 284,998
Common Stock Outstanding as of January 31, 1999: 8,146,619
<PAGE>
The undersigned registrant hereby amends and restates Item 1 Part I and
Item 1 of Part II its Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998 to provide in their entirety as follows:
2
<PAGE>
PART I. ITEM 1. FINANCIAL INFORMATION
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
December 31,
------------
1998 1997
---- ----
(In thousands, except
per share amounts)
Net sales $222,693 $151,801
Cost of sales 190,585 131,803
------- --------
Gross income 32,108 19,998
Operating expenses:
Selling, general and administrative 16,545 11,510
Amortization of goodwill and other intangibles 2,735 1,126
------- --------
Total operating expenses 19,280 12,636
------- --------
Operating income 12,828 7,362
Other income (expense):
Interest expense (6,581) (2,504)
Interest income 186 165
Miscellaneous, net 142 72
------- --------
(6,253) (2,267)
------- --------
Income from operations before income taxes,
and equity in earnings of unconsolidated
partnership 6,575 5,095
Provision for income taxes 3,000 1,955
------- --------
3,575 3,140
Equity in earnings of unconsolidated
partnership, net of income taxes 337 ----
------- --------
Net income $ 3,912 $ 3,140
======= ========
Earnings per share $ 0.46 $ 0.38
====== =======
Earnings per share assuming dilution $ 0.45 $ 0.37
====== ========
Cash dividends:
Class A Common Stock $ 0.10875 $ 0.10875
Common Stock $ 0.12500 $ 0.12500
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1998 1998
(Unaudited)
ASSETS (In thousands)
Current assets:
Cash and cash equivalents $ 3,173 $ 3,622
Receivables, net 75,910 80,982
Inventories 185,225 149,191
Prepaid expenses and other 19,986 16,049
------------ ---------
Total current assets 284,294 249,844
Investment in unconsolidated partnership 14,368 13,496
Other long-term assets 14,629 14,198
Property, plant and equipment 158,542 156,783
Less accumulated depreciation (78,049) (75,947)
------------ ---------
Net property, plant and equipment 80,493 80,836
Goodwill and other intangible assets, net 324,268 326,665
------------ ---------
Total assets $ 718,052 $ 685,039
============ =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 68,944 $ 65,171
Floor plan notes payable 36,938 11,645
Customer advances 53,503 44,915
Payroll-related obligations 16,967 24,124
Accrued warranty 14,114 15,887
Other current liabilities 42,503 43,498
Current maturities of long-term debt 6,682 3,467
------------ ---------
Total current liabilities 239,651 208,707
Long-term debt 273,274 277,337
Deferred income taxes 49,279 47,832
Other long-term liabilities 21,490 19,867
Shareholders' equity 134,358 131,296
------------ ---------
Total liabilities and shareholders' equity $ 718,052 $ 685,039
============ =========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS'
EQUITY
THREE MONTHS ENDED DECEMBER 31, 1998
(Unaudited)
Accumulated
Other
Comprehensive
Income (Loss)
- Minimum
Pension
Common Paid-in Retained Common Stock in Liability
Stock Capital Earnings Treasury Adjustment Total
----- ------- -------- --------------- -------------- -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1998 $ 93 $ 14,712 $ 130,959 $ (12,664) $ (1,804) $ 131,296
Comprehensive income:
Net Income -- -- 3,912 -- -- 3,912
Other -- -- -- -- -- --
---------
3,912
Cash dividends:
Class A Common Stock -- -- (32) -- -- (32)
Common Stock -- -- (1,017) -- -- (1,017)
Other -- 111 -- 88 -- 199
------ --------- --------- --------- --------- ---------
Balance at December 31,
1998 $ 93 $ 14,823 $ 133,822 $ (12,576) $ (1,804) $ 134,358
====== ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
December 31,
1998 1997
---- ----
Operating activities: (In thousands)
Net income $ 3,912 $ 3,140
Non-cash adjustments 2,798 3,824
Changes in operating assets and liabilities (1,784) 9,815
-------- --------
Net cash provided from operating activities 4,926 16,779
Investing activities:
Acquisition of businesses, net of cash acquired ---- (3,461)
Additions to property, plant and equipment (1,853) (1,697)
Proceeds from sale of property, plant and equipment 27 66
Increase in other long-term assets (1,788) (1,005)
-------- --------
Net cash used for investing activities (3,614) (6,097)
Net cash used for discontinued operations ---- (491)
Financing activities:
Net borrowings (repayments) under revolving credit (700) 7,820
facility
Repayments of long-term debt (148) (40,000)
Dividends paid (1,048) (1,032)
Other 135 ----
-------- --------
Net cash used for financing activities (1,761) (33,212)
-------- --------
Decrease in cash and cash equivalents (449) (23,021)
Cash and cash equivalents at beginning of period 3,622 23,219
-------- --------
Cash and cash equivalents at end of period $ 3,173 $ 198
======== ========
Supplementary disclosures:
Depreciation and amortization $ 5,373 $ 3,283
Cash paid for interest 4,252 2,498
Cash paid for income taxes 6,320 2,777
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
OSHKOSH TRUCK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND NEW ACCOUNTING STANDARDS
The condensed consolidated financial statements included herein have been
prepared by Oshkosh Truck Corporation (the "Company") without audit. However,
the foregoing financial statements contain all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of Company management,
necessary to present fairly the condensed consolidated financial statements.
Certain reclassifications have been made to the 1998 condensed consolidated
financial statements to conform to the 1999 presentation.
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. These consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 1998 annual report to shareholders.
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS")No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is required to be adopted in years
beginning after June 15, 1999. Because of the Company's minimal use of
derivatives, management does not anticipate that the adoption of the new
Statement will have a significant effect on the results of operations or the
financial position of the Company.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes the standards for
the manner in which public enterprises are required to report financial and
descriptive information about their operating segments. In addition, this
statement requires the annual disclosure of information concerning revenues
derived from the enterprise's products or services, countries in which it earns
revenue or holds assets, and major customers. The statement is effective for
fiscal years beginning after December 15, 1997. The Company expects to adopt
this statement in the fourth quarter of fiscal 1999. The adoption of SFAS No.
131 will not affect the Company's results of operations, financial position or
cash flows, but will affect the disclosure of segment information.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income"
which is effective for fiscal years beginning after December 15, 1997. SFAS No.
130 establishes the standards for reporting and displaying comprehensive income
and its components (revenues, expenses, gains, and losses) as part of a full set
of financial statements. The Company adopted SFAS No. 130 on October 1, 1998.
Comprehensive income has been included in the Company's Consolidated Statement
of Shareholders' Equity.
7
<PAGE>
2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted weighted
average shares used in the denominator of the per share calculations:
Three Months Ended
December 31,
------------
1998 1997
---- ----
Denominator for basic earnings per share 8,423,903 8,340,854
Effect of dilutive options and incentive
compensation awards 177,702 96,621
-------------- ------------
Denominator for dilutive earnings per share 8,601,605 8,437,475
=============== ============
3. INVENTORIES
Inventories consist of the following:
December 31, September 30,
1998 1998
(In thousands)
Finished products $ 38,271 $ 27,916
Partially finished products 73,839 52,700
Raw materials, purchased chassis, and parts 82,516 77,675
---------- ----------
Inventories at FIFO cost 194,626 158,291
Excess of FIFO cost over LIFO cost (9,401) (9,100)
---------- ----------
$ 185,225 $ 149,191
========== ==========
Title to all inventories related to government contracts which provide for
progress payments vests in the government to the extent of unliquidated progress
payments.
4. ACQUISITIONS
On February 26, 1998, the Company acquired for cash all of the issued and
outstanding capital stock of McNeilus Companies, Inc. ("McNeilus") and entered
into related non-compete and ancillary agreements for a net acquisition price of
$217.6 million, including acquisition costs and net of cash acquired. The
acquisition was financed from borrowings under a Senior Credit Facility and the
issuance of Senior Subordinated Notes. McNeilus is a leading manufacturer and
marketer of rear-discharge concrete mixers for the construction industry and
refuse truck bodies for the waste services industry in the United States.
The acquisition was accounted for using the purchase method of accounting, and
accordingly, the operating results of McNeilus are included in the Company's
consolidated statements of income since the date of acquisition. The purchase
price, including acquisition costs, was allocated based on the estimated fair
values of the assets acquired and liabilities assumed at the date of the
acquisition. Approximately $61.0 million of the purchase price was allocated to
the distribution network and other intangible assets, including non-competition
agreements. The excess of the purchase price over the estimated fair value of
net assets acquired amounted to approximately $108.9 million and has been
accounted for as goodwill.
8
<PAGE>
Pro forma unaudited condensed consolidated operating results of the Company,
assuming McNeilus had been acquired as of October 1, 1997, are summarized below:
Three Months Ended
December 31, 1997
-----------------
(In thousands, except per share amounts)
Net sales $ 224,870
Net income $ 3,386
Earnings per share $ 0.41
Earnings per share assuming
dilution $ 0.40
5. LONG-TERM DEBT
The Company has outstanding a Senior Credit Facility and $100.0 million of
8 3/4% Senior Subordinated Notes due March 1, 2008. The Senior Credit Facility
consists of a six year $100.0 million revolving credit facility ("Revolving
Credit Facility") and three term loan facilities ("Term Loan A", "Term Loan B",
and "Term Loan C"). The outstanding balances as of December 31, 1998 on the
Revolving Credit Facility, Term Loan A, Term Loan B, and Term Loan C are $5.3
million, $87.0 million, $42.5 million, and $42.5 million, respectively.
At December 31, 1998, outstanding borrowings of $5.3 million and $12.1 million
of outstanding letters of credit reduced available capacity under the Revolving
Credit Facility to $82.6 million.
Substantially all the tangible and intangible assets of the Company and its
subsidiaries (including the stock of certain subsidiaries) are pledged as
collateral under the Senior Credit Facility. The Senior Credit Facility includes
customary affirmative and negative covenants and requires mandatory prepayments
to the extent of "excess cash flows" as defined in the Senior Credit Facility.
The Senior Subordinated Notes were issued pursuant to an Indenture dated
February 26, 1998 (the "Indenture"), between the Company, the Subsidiary
Guarantors (as defined below) and Firstar Trust Company, as trustee. The
Indenture contains customary affirmative and negative covenants. In addition to
the Company, certain of the Company's subsidiaries, fully, unconditionally,
jointly and severally guarantee the Company's obligations under the Senior
Subordinated Notes.
6. SHAREHOLDER RIGHTS PLAN
On February 1, 1999, the Board of Directors of the Company adopted a shareholder
rights plan and declared a rights dividend of one Preferred Share Purchase Right
("Right") for each share of Common Stock and 20/23 of one Right for each share
of Class A Common Stock outstanding on February 8, 1999, and provided that one
Right and one 20/23 Right would be issued with each share of Common Stock and
Class A Common Stock, respectively, thereafter issued. The Rights are
exercisable only if a person or group acquires 15% or more of the Common Stock
and Class A Common Stock or announces a tender offer for 15% or more of the
Common Stock and Class A Common Stock. Each Right entitles the holder thereof to
purchase from the
9
<PAGE>
Company one one-hundredth share of the Company's Series A Junior Participating
Preferred Stock at an initial exercise price of $145 per one one-hundredth of a
share (subject to adjustment), or, upon the occurrence of certain events, Common
Stock or common stock of an acquiring company having a market value equivalent
to two times the exercise price. Subject to certain conditions, the Rights are
redeemable by the Board of Directors for $.01 per Right and are exchangeable for
shares of Common Stock. The Board of Directors is also authorized to reduce the
15% threshold referred to above to not less than 10%. The Rights have no voting
power and initially expire on February 1, 2009.
7. COMMITMENTS AND CONTINGENCIES
The Company is engaged in litigation against Super Steel Products Corp.
("SSPC"), the Company's former supplier of mixer systems for forward-discharge
concrete mixer trucks under a long-term supply contract. SSPC sued the Company
in state court claiming the Company breached the contract. The Company
counterclaimed for repudiation of the contract. On July 26, 1996, a jury
returned a verdict for SSPC awarding damages totaling $4.5 million. On October
10, 1996, the state court judge overturned the verdict against the Company,
granted judgment for the Company on its counterclaim, and ordered a new trial
for damages on the Company's counterclaim. Both SSPC and the Company appealed
the state court judge's decision to the Wisconsin Court of Appeals. On December
8, 1998, the Wisconsin Court of Appeals ordered the state court judge to
reinstate the jury verdict against the Company awarding damages totaling $4.5
million plus interest to SSPC. The Company has petitioned for review of this
decision by the Wisconsin Supreme Court. The ultimate outcome of this matter
cannot be predicted at the present time. During the quarter ended December 31,
1998, the Company established a reserve relating to this matter.
As part of its routine business operations, the Company disposes of and recycles
or reclaims certain industrial waste materials, chemicals and solvents at third
party disposal and recycling facilities which are licensed by appropriate
governmental agencies. In some instances, these facilities have been and may be
designated by the United States Environmental Protection Agency ("EPA") or a
state environmental agency for remediation. Under the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA") and similar
state laws, each potentially responsible party ("PRP") that contributed
hazardous substances may be jointly and severally liable for the costs
associated with cleaning up the site. Typically, PRPs negotiate a resolution
with the EPA and/or the state environmental agencies. PRPs also negotiate with
each other regarding allocation of the cleanup cost.
As to one such Superfund site, Pierce is one of 414 PRPs participating in the
costs of addressing the site and has been assigned an allocation share of
approximately 0.04%. A remedial investigation/ feasibility study was completed
in September 1998. A feasibility study and modeling report are to be completed
in February 1999. As such, an estimate for the total cost of the remediation of
this site has not been made to date. However, based on estimates and the
assigned allocations, the Company believes its liability at the site will not be
material and its share is adequately covered through reserves established by the
Company at December 31, 1998.
10
<PAGE>
Actual liability could vary based on results of the study, the resources of
other PRPs and the Company's final share of liability.
As to another such Superfund site, Oshkosh Truck Corporation and its former
Trailer Division are two of approximately 1,450 customers of one of the
potential PRPs that have received notification of identification as such a PRP.
No further evidence concerning the site, its environmental issues or any other
information has been furnished. The Company believes that it will be a de
minimis level PRP, if any liability is established, so that any such liability
will not be material. Actual liability could vary based upon subsequently
available information.
The Company is addressing a regional trichloroethylene ("TCE") groundwater plume
on the south side of Oshkosh, Wisconsin. The Company believes there may be
multiple sources in the area. TCE was detected in the groundwater at the
Company's North Plant facility with recent testing showing the highest
concentrations in a monitoring well located on the upgradient property line.
Because the investigation process is still ongoing, it is not possible for the
Company to estimate its long-term total liability associated with this issue at
this time. Also, as part of the regional TCE groundwater investigation, the
Company conducted a groundwater investigation of a former landfill located on
Company property. The landfill, acquired by the Company in 1972, is
approximately 2.0 acres in size and is believed to have been used for the
disposal of household waste. Based on the investigation, the Company does not
believe the landfill is one of the sources of the TCE contamination. Based upon
current knowledge, the Company believes its liability associated with the TCE
issue will not be material and believes that it is adequately covered through
reserves established by the Company at December 31, 1998. However, this may
change as investigations proceed by the Company, other unrelated property
owners, and the government.
The Company is subject to other environmental matters and legal proceedings and
claims, including patent, antitrust, product liability and state dealership
regulation compliance proceedings, that arise in the ordinary course of
business. Although the final results of all such matters and claims cannot be
predicted with certainty, management believes that the ultimate resolution of
all such matters and claims, after taking into account the liabilities accrued
with respect to such matters and claims, will not have a material adverse effect
on the Company's financial condition or results of operations. Actual results
could vary, among other things, due to the uncertainties involved in litigation.
The Company has guaranteed certain customers' obligations under deferred payment
contracts and lease purchase agreements totaling approximately $1,000 at
December 31, 1998. The Company is also contingently liable under bid,
performance and specialty bonds totaling approximately $97.9 million and open
standby letters of credit issued by the Company's bank in favor of third parties
totaling approximately $12.1 million at December 31, 1998.
8. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The following tables present condensed consolidating financial information for:
(a) the Company; (b) on a combined basis, the guarantors of the Senior
11
<PAGE>
Subordinated Notes (which include all of the wholly-owned subsidiaries of the
Company ("Subsidiary Guarantors") other than McNeilus Financial Services, Inc.,
Oshkosh/McNeilus Financial Services, Inc., and Nation's Casualty Insurance,
Inc., which are the only non-guarantor subsidiaries of the Company
("Non-Guarantor Subsidiaries"); and (c) on a combined basis, the Non-Guarantor
Subsidiaries. Condensed consolidating financial information has not been
presented for any period prior to February 26, 1998 because no Non-Guarantor
Subsidiaries existed prior to that date. Separate financial statements of the
Subsidiary Guarantors are not presented because the guarantors are jointly,
severally, and unconditionally liable under the guarantees, and the Company
believes separate financial statements and other disclosures regarding the
Subsidiary Guarantors are not material to investors.
The Company is comprised of Wisconsin and Florida manufacturing operations and
certain corporate management, information services and finance functions.
Borrowings and related interest expense under the Senior Credit Facility and the
Senior Subordinated Notes are charged to the Company. The Company has allocated
a portion of this interest expense to Pierce Manufacturing, Inc. through a
formal lending arrangement. There are presently no management fee arrangements
between the Company and its Non-Guarantor Subsidiaries.
12
<PAGE>
<TABLE>
<CAPTION>
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Income
For the Three Months Ended December 31, 1998
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
(In thousands)
<S> <C> <C> <C> <C> <C>
Net sales $75,754 $146,939 $---- $ ---- $ 222,693
Cost of sales 65,362 125,223 ---- ---- 190,585
------- -------- ---- ---- ---------
Gross income 10,392 21,716 ---- ---- 32,108
Operating expenses:
Selling, general and
administrative 7,298 9,204 43 ---- 16,545
Amortization of goodwill and
other intangibles ---- 2,735 ---- ---- 2,735
------- -------- ---- ---- ---------
Total operating expenses 7,298 11,939 43 ---- 19,280
------- -------- ---- ---- ---------
Operating income (loss) 3,094 9,777 (43) ---- 12,828
Other income (expense):
Interest expense (6,184) (1,972) ---- 1,575 (6,581)
Interest income 74 1,675 12 (1,575) 186
Miscellaneous, net 72 38 32 ---- 142
------- -------- ---- ------- ---------
(6,038) (259) 44 ---- (6,253)
------- -------- ---- ------- ---------
Income from operations before
income taxes, and equity in
earnings of subsidiaries and
unconsolidated partnership (2,944) 9,518 1 ---- 6,575
Provision (credit) for income taxes (1,119) 4,119 ---- ---- 3,000
------- -------- ---- ------- -------
(1,825) 5,399 1 ---- 3,575
Equity in earnings of subsidiaries
and unconsolidated partnership,
net of income taxes 5,737 ---- 337 (5,737) 337
------- -------- ---- ------- --------
Net income $ 3,912 $ 5,399 $338 $ (5,737) $ 3,912
======= ======== ==== ======= ========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Balance Sheets
December 31, 1998
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 929 $ 1,053 $ 1,191 $ ---- $ 3,173
Receivables, net 33,838 41,965 107 ---- 75,910
Inventories 53,159 132,066 ---- ---- 185,225
Prepaid expenses and other 11,746 6,349 1,891 ---- 19,986
--------- ---------- --------- ------------ ------------
Total current assets 99,672 181,433 3,189 ---- 284,294
Investment in and advances to:
Subsidiaries 361,805 (2,498) ---- (359,307) ----
Unconsolidated partnership ---- ---- 14,368 ---- 14,368
Other long-term assets 8,653 5,963 13 ---- 14,629
Net property, plant and equipment 23,333 57,160 ---- ---- 80,493
Goodwill and other intangible
assets, net 1,108 323,160 ---- ---- 324,268
--------- ---------- --------- ------------ -----------
Total assets $ 494,571 $ 565,218 $ 17,570 $ (359,307) $ 718,052
========= ========== ========= ============= ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 28,684 $ 40,235 $ 25 $ ---- $ 68,944
Floor plan notes payable ---- 36,938 ---- ---- 36,938
Customer advances 1,777 51,726 ---- ---- 53,503
Payroll-related obligations 5,935 11,005 27 ---- 16,967
Accrued warranty 5,330 8,784 ---- ---- 14,114
Other current liabilities 23,733 14,394 4,376 ---- 42,503
Current maturities of long-term
debt 6,431 251 ---- ---- 6,682
--------- ---------- --------- -------- -----------
Total current liabilities 71,890 163,333 4,428 ---- 239,651
Long-term debt 270,869 2,405 ---- ---- 273,274
Deferred income taxes (2,493) 36,132 15,640 ---- 49,279
Other long-term liabilities 19,947 1,543 ---- ---- 21,490
Investments by and advances from
(to) parent ---- 361,805 (2,498) (359,307) ----
Shareholders' equity 134,358 ---- ---- ---- 134,358
--------- ----------- --------- -------- -----------
Total liabilities and shareholders'
equity $ 494,571 $ 565,218 $ 17,570 $(359,307) $ 718,052
========= ========== ========= ========== ===========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Balance Sheets
September 30, 1998
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 1,065 $ 979 $ 1,578 $ ---- $ 3,622
Receivables, net 41,009 39,863 110 ---- 80,982
Inventories 47,191 102,000 ---- ---- 149,191
Prepaid expenses and other 9,059 5,099 1,891 ---- 16,049
-------- ---------- --------- -------- -----------
Total current assets 98,324 147,941 3,579 ---- 249,844
Investment in and advances to:
Subsidiaries 363,189 (4,585) ---- (358,604) ----
Unconsolidated partnership ---- ---- 13,496 ---- 13,496
Other long-term assets 9,276 4,960 (38) ---- 14,198
Net property, plant and equipment 23,789 57,047 ---- ---- 80,836
Goodwill and other intangible
assets, net 1,108 325,557 ---- ---- 326,665
-------- ---------- --------- -------- -------
Total assets $495,686 $ 530,920 $ 17,037 $(358,604) $ 685,039
======== ========== ========= ======== =======
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 30,843 $ 34,294 $ 34 $ ---- $ 65,171
Floor plan notes payable ---- 11,645 ---- ---- 11,645
Customer advances 1,689 43,226 ---- ---- 44,915
Payroll-related obligations 8,749 15,348 27 ---- 24,124
Accrued warranty 5,689 10,198 ---- ---- 15,887
Other current liabilities 23,710 15,037 4,751 ---- 43,498
Current maturities of long-term
debt 3,216 251 ---- ---- 3,467
------- -------- --------- ------- --------
Total current liabilities 73,896 129,999 4,812 ---- 208,707
Long-term debt 274,784 2,553 ---- ---- 277,337
Deferred income taxes (2,394) 33,416 16,810 ---- 47,832
Other long-term liabilities 18,104 1,763 ---- ---- 19,867
Investments by and advances from
(to) parent ---- 363,189 (4,585) (358,604) ----
Shareholders' equity 131,296 ---- ---- ---- 131,296
-------- ---------- --------- -------- -------
Total liabilities and shareholders'
equity $495,686 $ 530,920 $ 17,037 $(358,604) $685,039
======== ========== ========= ======== ========
</TABLE>
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<PAGE>
<TABLE>
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Cash Flows
For the Three Months Ended December 31, 1998
(Unaudited)
<CAPTION>
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
(In thousands)
Operating activities:
<S> <C> <C> <C> <C> <C>
Net income $ 3,912 $ 5,399 $ 338 $ (5,737) $ 3,912
Non-cash adjustments (1,170) 5,690 (1,722) ---- 2,798
Changes in operating assets and
liabilities (2,213) 810 (381) ---- (1,784)
-------- --------- ---------- -------- -----------
Net cash provided from (used for)
operating activities 529 11,899 (1,765) (5,737) 4,926
Investing activities:
Investments in and advances to
subsidiaries 1,384 (8,870) 1,749 5,737 ----
Additions to property, plant and
equipment (462) (1,391) ---- ---- (1,853)
Other 26 (1,416) (371) ---- (1,761)
------- ---------- ---------- -------- ----------
Net cash provided from (used for)
investing activities 948 (11,677) 1,378 5,737 (3,614)
Financing activities:
Net payments under revolving
credit facility (700) ---- ---- ---- (700)
Repayments of long term debt ---- (148) ---- ---- (148)
Dividends paid (1,048) ---- ---- ---- (1,048)
Other 135 ---- ---- ---- 135
------- --------- --------- -------- ----------
Net cash used for financing
activities (1,613) (148) ---- ---- (1,761)
-------- ---------- --------- -------- -----------
Increase (decrease) in cash and cash
equivalents (136) 74 (387) ---- (449)
Cash and cash equivalents at
beginning of period 1,065 979 1,578 ---- 3,622
------- --------- --------- -------- ----------
Cash and cash equivalents at end of
period $ 929 $ 1,053 $ 1,191 $ ---- $ 3,173
======= ========= ========= ======== ==========
</TABLE>
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<PAGE>
OSHKOSH TRUCK CORPORATION
PART II. OTHER INFORMATION
FORM 10-Q
December 31, 1998
ITEM 1 LEGAL PROCEEDINGS
The Company is engaged in litigation against Super Steel Products Corporation
("SSPC"), the Company's former supplier of mixer systems for front discharge
concrete mixer trucks under a long-term supply contract. SSPC sued the Company
in state court claiming that the Company breached the contract. The Company
counterclaimed for repudiation of contract. On July 26, 1996, a jury returned a
verdict for SSPC awarding damages totaling $4,485,000 On October 10, 1996, the
state court judge overturned the verdict against the Company, granted judgment
for the Company on its counterclaim, and ordered a new trial for damages on the
Company's counterclaim. Both SSPC and the Company appealed the state court
judge's decision to the Wisconsin Court of Appeals. On December 8, 1998, the
Wisconsin Court of Appeals ordered the state court judge to reinstate the jury
verdict against the Company awarding damages totaling $4,485,000 plus interest
to SSPC. The Company has petitioned for review of this decision by the Wisconsin
Supreme Court. The ultimate outcome of this matter cannot be predicted at the
present time. During the quarter ended December 31, 1998, the Company
established a reserve relating to this matter.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
OSHKOSH TRUCK CORPORATION
February 15, 1999 /S/ T. J. Polnaszek
T. J. Polnaszek
Vice President and Controller
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