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 June 30, 2001
or
( ) Transaction Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
or the Transition period from __________ to __________
Commission File Number 0-13886
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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 July 31, 2001: 418,333
- --------------------------------------------------------------------------------
Common Stock Outstanding as of July 31, 2001: 16,268,849
- --------------------------------------------------------------------------------
1
OSHKOSH TRUCK CORPORATION
FORM 10-Q INDEX
FOR THE QUARTER ENDED JUNE 30, 2001
Page
----
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income
- Three Months Ended June 30, 2001 and 2000;
Nine Months Ended June 30, 2001 and 2000............... 3
Condensed Consolidated Balance Sheets
- June 30, 2001 and September 30, 2000................... 4
Condensed Consolidated Statement of Shareholders' Equity
- Nine Months Ended June 30, 2001........................ 5
Condensed Consolidated Statements of Cash Flows
- Nine Months Ended June 30, 2001 and 2000............... 6
Notes to Condensed Consolidated Financial Statements
- June 30, 2001.......................................... 7
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations............23
Item 3. Quantitative and Qualitative Disclosure of Market Risk........33
Part II. Other Information
Item 1. Legal Proceedings.............................................34
Item 6. Exhibits and Reports on Form 8-K..............................34
Signatures...................................................................35
2
PART I. ITEM 1. FINANCIAL INFORMATION
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
2001 2000 2001 2000
---- ---- ---- ----
(In thousands, except per share amounts)
Net sales $ 404,248 $ 391,667 $ 1,027,735 $ 966,058
Cost of sales 347,929 332,865 877,645 817,518
------------ ------------ ------------ ------------
Gross income 56,319 58,802 150,090 148,540
Operating expenses:
Selling, general and administrative 25,681 27,213 74,826 70,125
Amortization of goodwill and other intangibles 3,137 2,780 8,947 8,324
------------ ------------ ------------ ------------
Total operating expenses 28,818 29,993 83,773 78,449
------------ ------------ ------------ ------------
Operating income 27,501 28,809 66,317 70,091
Other income (expense):
Interest expense (5,610) (5,116) (15,428) (16,314)
Interest income 228 286 707 640
Miscellaneous, net (81) 244 (76) 529
------------ ------------ ------------ ------------
(5,463) (4,586) (14,797) (15,145)
------------ ------------ ------------ ------------
Income before items noted below 22,038 24,223 51,520 54,946
Provision for income taxes 8,677 9,253 19,344 21,957
------------ ------------ ------------ ------------
13,361 14,970 32,176 32,989
Equity in earnings of unconsolidated
partnership, net of income taxes 348 304 1,040 894
------------ ------------ ------------ ------------
Income from continuing operations 13,709 15,274 33,216 33,883
Gain from discontinued operations, net of
income taxes of $1,235 -- -- -- 2,015
Extraordinary charge for early retirement of debt,
net of income tax benefit of $356 -- -- -- (581)
------------ ------------ ------------ ------------
Net income $ 13,709 $ 15,274 $ 33,216 $ 35,317
============ ============ ============ ============
Earnings (loss) per share:
Continuing operations $ 0.82 $ 0.92 $ 1.99 $ 2.13
Discontinued operations -- -- -- 0.13
Extraordinary charge -- -- -- (0.04)
------------ ------------ ------------ ------------
Net income $ 0.82 $ 0.92 $ 1.99 $ 2.22
============ ============ ============ ============
Earnings (loss) per share assuming dilution:
Continuing operations $ 0.80 $ 0.90 $ 1.94 $ 2.10
Discontinued operations -- -- -- 0.12
Extraordinary charge -- -- -- (0.04)
------------ ------------ ------------ ------------
Net income $ 0.80 $ 0.90 $ 1.94 $ 2.18
============ ============ ============ ============
Cash dividends:
Class A Common Stock $ 0.07500 $ 0.07500 $ 0.22500 $ 0.22500
Common Stock $ 0.08625 $ 0.08625 $ 0.25875 $ 0.25875
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, September 30,
2001 2000
---- ----
(Unaudited)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 4,563 $ 13,569
Receivables, net 157,052 106,805
Inventories 272,770 201,210
Prepaid expenses 6,098 5,424
Deferred income taxes 16,418 14,708
---------------- -----------------
Total current assets 456,901 341,716
Investment in unconsolidated partnership 17,928 15,179
Other long-term assets 14,309 9,995
Property, plant and equipment 223,028 206,507
Less accumulated depreciation (98,064) (87,748)
---------------- -----------------
Net property, plant and equipment 124,964 118,759
Goodwill and other intangible assets, net 320,289 310,731
---------------- -----------------
Total assets $ 934,391 $ 796,380
================ =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 83,536 $ 84,215
Floor plan notes payable 31,864 23,925
Customer advances 67,306 58,493
Payroll-related obligations 22,126 23,465
Accrued warranty 16,683 15,519
Other current liabilities 71,047 52,310
Revolving credit facility and current
maturities of long-term debt 87,885 8,544
---------------- -----------------
Total current liabilities 380,447 266,471
Long-term debt 146,322 154,238
Deferred income taxes 41,423 46,414
Other long-term liabilities 35,724 28,200
Commitments and contingencies
Shareholders' equity 330,475 301,057
---------------- -----------------
Total liabilities and shareholders' equity $ 934,391 $ 796,380
================ =================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 30, 2001
(Unaudited)
Common Stock Other
Common Paid-in Retained in Treasury Comprehensive
Stock Capital Earnings at Cost Income Total
----- ------- -------- ------- ------ -----
(In thousands)
Balance at
September 30, 2000 $ 178 $ 109,740 $ 201,791 $ (10,652) $ --- $ 301,057
Comprehensive
income:
Net income --- --- 33,216 --- --- 33,216
Gain on
derivative
instruments,
net --- --- --- --- 60 60
---------
Comprehensive
income 33,276
Cash dividends:
Class A Common
Stock --- --- (95) --- --- (95)
Common Stock --- --- (4,208) --- --- (4,208)
Other --- 265 --- 180 445
----- ---------- ---------- ----------- --------- ---------
Balance at
June 30, 2001 $ 178 $ 110,005 $ 230,704 $ (10,472) $ 60 $ 330,475
===== ========== ========== =========== ========= ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
--------
2001 2000
---- ----
(In thousands)
Operating activities:
Income from continuing operations $ 33,216 $ 33,883
Non-cash adjustments 14,059 13,998
Changes in operating assets and liabilities (79,030) (34,203)
----------------- -----------------
Net cash used for operating activities (31,755) 13,678
Investing activities:
Acquisition of businesses, net of cash acquired (26,423) (7,287)
Additions to property, plant and equipment (12,748) (13,584)
Proceeds from sale of property, plant and equipment 25 46
Increase in other long-term assets (5,426) (3,862)
----------------- -----------------
Net cash used for investing activities (44,572) (24,687)
Net cash provided from discontinued operations - 2,015
Financing activities:
Net borrowings under revolving credit facility 77,900 12,800
Repayment of long-term debt (6,475) (93,842)
Proceeds from Common Stock offering - 93,736
Costs of Common Stock offering - (334)
Dividends paid (4,300) (3,961)
Other 196 156
----------------- -----------------
Net cash provided from financing activities 67,321 8,555
----------------- -----------------
Decrease in cash and cash equivalents (9,006) (439)
Cash and cash equivalents at beginning of period 13,569 5,137
----------------- -----------------
Cash and cash equivalents at end of period $ 4,563 $ 4,698
================= =================
Supplementary disclosures:
Depreciation and amortization $ 20,756 $ 17,640
Cash paid for interest 12,193 14,396
Cash paid for income taxes 16,537 14,084
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
OSHKOSH TRUCK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
- ------------------------
General - 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 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 2000 annual report to shareholders.
Derivative Financial Instruments - On October 1, 2000, the Company adopted
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). This statement requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Any changes in fair value of these instruments are
recorded in the income statement or other comprehensive income. The impact of
adopting SFAS 133 on accumulated other comprehensive income resulted in a loss
of $0.1 million. During the first nine months of fiscal 2001, the Company did
not reclassify any derivative gains or losses to the income statement. The
cumulative effect of adopting SFAS 133 on the results of operations was
immaterial.
Reclassifications - Certain reclassifications have been made to the fiscal 2000
financial statements to conform to the fiscal 2001 presentation.
Business Combinations - In June 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 141, "Business
Combinations" ("SFAS 141"), and No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142") effective for fiscal years beginning after December 31, 2001. Under
the new rules, goodwill and intangible assets deemed to have indefinite lives
will no longer be amortized but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives.
The Company expects that it will apply the new rules on accounting for goodwill
and other intangible assets beginning in the first quarter of fiscal 2002.
Subject to final analysis, the Company expects application of the
nonamortization provisions of the Statements to result in a positive effect on
net income of approximately $6.5 million ($0.38 per share) in fiscal 2002. The
Company will perform the first of the required impairment tests of goodwill and
indefinite lived intangible assets as of October 1, 2001. The Company has not
yet determined what the effect of these tests will be on the earnings and
financial position of the Company.
7
Shipping and Handling Fees and Costs - In September 2000, the Emerging Issues
Task Force ("EITF") issued EITF Abstract No. 00-10 "Accounting for Shipping and
Handling Fees and Costs". EITF No. 00-10 prescribes guidance regarding the
income statement classification of costs incurred for shipping and handling fees
and costs. This guidance requires shipping fees to be recognized in revenue and
shipping costs to be recognized in cost of sales. This statement is to be
effective during the fourth quarter of fiscal 2001. The Company will reclassify
shipping fee revenue from cost of sales, where it currently is classified as a
reduction of shipping costs, to revenue.
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 Nine Months Ended
June 30, June 30,
-------- --------
2001 2000 2001 2000
---- ---- ---- ----
Denominator for basic earnings per share 16,686,732 16,632,665 16,677,804 15,881,205
Effect of dilutive options and incentive
compensation awards 392,088 338,625 405,218 319,629
-------------- -------------- -------------- --------------
Denominator for dilutive earnings per
share 17,078,820 16,971,290 17,083,022 16,200,834
============== ============== ============== ==============
3. INVENTORIES
- --------------
Inventories consist of the following:
June 30, September 30,
2001 2000
---- ----
(In thousands)
Finished products $ 68,576 $ 53,068
Partially finished products 105,157 75,667
Raw materials 112,145 95,776
----------- -----------
Inventories at FIFO cost 285,878 224,511
Less: Progress payments on U.S. government
contracts - (12,313)
Excess of FIFO cost over LIFO cost (13,108) (10,988)
----------- -----------
$ 272,770 $ 201,210
=========== ===========
Title to all inventories related to government contracts, which provide for
progress payments, vests with the government to the extent of unliquidated
progress payments.
4. LONG-TERM CONTRACTS
- ----------------------
In March 2001, the Company signed a new, five-year production contract to supply
heavy-payload, tactical vehicles to the U.S. Department of Defense ("DoD"). This
contract (Future Heavy Tactical Vehicle or "FHTV") follows the expiration of the
Company's previous contracts for heavy-payload vehicles. Similar to the previous
contracts, the FHTV contract provides for annual price increases over the term
of the contract. The FHTV contract includes requirements for "Performance-Based
Payments". The Performance-
8
Based Payments provision in the contract requires the DoD to pay the Company
advance payments based on the completion of certain pre-determined events in
connection with the production of vehicles under the contract. A portion of
the Performance-Based Payments received will be shown as a contra-inventory
amount, to the extent of FHTV inventory on hand. Any amounts received in excess
of inventory amounts will be reflected in the Company's balance sheet as a
customer advance liability. In July 2001, the Company received the initial
Performance-Based Payment under the contract.
5. ACQUISITIONS/DISPOSITIONS/OTHER
- ----------------------------------
On March 6, 2001, the Company purchased certain machinery and equipment, parts
inventory and certain intangible assets from TEMCO, a division of Dallas-based
Trinity Industries, Inc ("TEMCO"). TEMCO, a manufacturer of concrete mixers,
batch plants and concrete mixer parts had discontinued its business.
Consideration for the purchase was valued at $19.5 million and included cash of
$12.0 million and credits to the seller (valued at $7.5 million) for future
purchases of certain concrete placement products from the Company over the next
six years. The purchase price consideration will be adjusted in the fourth
quarter following a final accounting of inventory received.
On October 30,2000, the Company acquired all of the issued and outstanding
capital stock of Medtec Ambulance Corporation ("Medtec") for $14.4 million in
cash, including acquisition costs and net of cash acquired. Medtec is a U.S.
manufacturer of custom ambulances and rescue vehicles. The acquisition was
financed from available cash and borrowings under the Company's revolving credit
facility.
The acquisition was accounted for using the purchase method of accounting, and
accordingly the operating results of Medtec are included in the Company's
consolidated statements of income beginning October 30, 2000. The purchase
price, including acquisition costs, exceeded the estimated fair value of the
identified assets acquired and liabilities assumed as of the acquisition date by
approximately $7.1 million, which has been recorded as goodwill and which is
being amortized over a 25 year period.
The purchase price allocations for the purchase of Medtec are preliminary.
Further adjustments are likely based on final valuations and finalization of
integration plans. Final adjustments are not expected to have a material impact
on the Company's financial statements.
Had these transactions occurred on October 1, 2000 or 1999, there would have
been no material pro forma impact on the Company's consolidated net sales, net
income or earnings per share in fiscal 2001 or 2000.
In fiscal 2000, the Company entered into a technology transfer agreement and
collected certain previously written-off receivables from a foreign affiliate as
a part of the disposition of a business that the Company exited in 1995. Gross
proceeds of $3.2 million, less taxes of $1.2 million, or net proceeds of $2.0
million, have been recorded as a gain from discontinued operations.
9
6. LONG-TERM DEBT
- -----------------
The Company has outstanding a senior credit facility and $100.0 million of 8.75%
senior subordinated notes due March 1, 2008. The senior credit facility consists
of a $170.0 million revolving credit facility ("Revolving Credit Facility")
which had $77.9 million outstanding as of June 30, 2001 and Term Loan A with
$54.0 million outstanding at June 30, 2001, both of which mature in January
2006. The Company also had $2.3 million of unsecured notes payable outstanding
at June 30, 2001.
At June 30, 2001, outstanding borrowings of $77.9 million and $17.2 million of
outstanding letters of credit reduced available capacity under the Revolving
Credit Facility to $74.9 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.
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. The Subsidiary
Guarantors fully, unconditionally, jointly and severally guarantee the Company's
obligations under the senior subordinated notes.
7. COMMON STOCK OFFERING
- ------------------------
On November 24, 1999, the Company sold 3,795,000 shares of its Common Stock at
$26.00 per share. Proceeds from the offering, net of underwriting discounts and
commissions, totaled $93.7 million with $93.5 million used to repay indebtedness
under the Company's senior credit facility.
Pro forma unaudited earnings per share of the Company, assuming that the net
proceeds to the Company from the offering were used to repay term debt as of
October 1, 1999, are summarized below:
Nine Months Ended
June 30, 2000
-------------
Earnings per share from continuing operations
Basic $ 2.08
Assuming dilution 2.04
Weighted average shares
Basic 16,629,125
Assuming dilution 16,948,754
8. COMMITMENTS AND CONTINGENCIES
- --------------------------------
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
10
remediation. Under the Comprehensive Environmental Response, Compensation, and
Liability Act (the "Superfund" law) 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 Manufacturing Inc. ("Pierce"), a
subsidiary of the Company, is one of 431 PRPs participating in the costs of
addressing the site and has been assigned an allocation share of approximately
0.04%. Currently, a report of the remedial investigation/ feasibility study is
being completed, and 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 June 30, 2001. Actual liability could vary based on results of the
study, the resources of other PRPs, and the Company's final share of liability.
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 at the Company's North Plant
facility with 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 that it has
established adequate reserves for the matter as of June 30, 2001. 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 $1.0 million at
June 30, 2001. The Company is also contingently liable under bid, performance
and specialty bonds totaling approximately $144.3 million
11
and open letters of credit issued by the Company's bank in favor of third
parties totaling approximately $17.3 million at June 30, 2001.
9. BUSINESS SEGMENT INFORMATION
- -------------------------------
Three Months Ended Nine Months Ended
June 30, June 30,
-------- --------
2001 2000 2001 2000
---- ---- ---- ----
(In thousands)
Net sales to unaffiliated customers:
Commercial $ 164,828 $ 219,217 $ 416,800 $ 516,484
Fire and emergency 128,850 103,482 338,603 281,863
Defense 111,284 69,368 273,356 168,111
Corporate and other (714) (400) (1,024) (400)
------------ ------------ ------------ ------------
Consolidated net sales $ 404,248 $ 391,667 $ 1,027,735 $ 966,058
============ ============ ============ ============
Operating income (loss):
Commercial $ 8,898 $ 18,351 $ 22,710 $ 45,214
Fire and emergency 14,281 9,523 32,486 22,916
Defense 8,730 7,305 24,055 16,963
Corporate and other (4,408) (6,370) (12,934) (15,002)
------------ ------------ ------------ ------------
Consolidated operating income 27,501 28,809 66,317 70,091
Net interest expense (5,382) (4,830) (14,721) (15,674)
Miscellaneous other (81) 244 (76) 529
------------ ------------ ------------ ------------
Income from continuing operations
before income taxes, equity in
earnings of unconsolidated
partnership and extraordinary charge $ 22,038 $ 24,223 $ 51,520 $ 54,946
============ ============ ============ ============
June 30, September 30,
2001 2000
---- ----
(In thousands)
Identifiable assets:
Commercial $ 450,117 $ 385,622
Fire and emergency 315,030 288,904
Defense 162,126 108,528
Corporate and other 7,118 13,326
------------ ------------
Consolidated identifiable assets $ 934,391 $ 796,380
============ ============
10. 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
subordinated notes, which include all wholly-owned subsidiaries of the Company
("Subsidiary Guarantors") except for McNeilus Financial Services, Inc. and
Oshkosh/McNeilus Financial Services, Inc. ("OMFSI") through December 31, 2000,
and only OMFSI beginning January 1, 2001, which are the only non-guarantor
subsidiaries of the Company ("Non-Guarantor Subsidiaries"), and (c) on a
combined basis, the Non-Guarantor Subsidiaries. Separate financial statements of
the Subsidiary Guarantors are not presented because the Subsidiary 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
12
Company has allocated a portion of this interest expense to certain Subsidiary
Guarantors through formal lending arrangements.
13
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Income
For the Three Months Ended June 30, 2001
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiary Eliminations Consolidated
------- ---------- ---------- ------------ ------------
(In thousands)
Net sales $ 170,345 $ 243,835 $ - $ (9,932) $ 404,248
Cost of sales 151,508 206,416 - (9,995) 347,929
------- ------- ----------- ----------- -----------
Gross income 18,837 37,419 - 63 56,319
Operating expenses:
Selling, general and
administrative 10,759 14,922 - - 25,681
Amortization of goodwill and
other intangibles - 3,137 - - 3,137
---------- ---------- ----------- ---------- -----------
Total operating expenses 10,759 18,059 - - 28,818
---------- ---------- ----------- ---------- -----------
Operating income 8,078 19,360 - 63 27,501
Other income (expense):
Interest expense (6,149) (6,036) - 6,575 (5,610)
Interest income 5,025 1,778 - (6,575) 228
Miscellaneous, net 2,672 (2,753) - - (81)
---------- ---------- ----------- ---------- -----------
1,548 (7,011) - - (5,463)
---------- ---------- ----------- ---------- -----------
Income before income taxes
and equity in earnings of
subsidiaries and unconsolidated
partnership 9,626 12,349 - 63 22,038
Provision for income taxes 3,572 5,082 - 23 8,677
---------- ---------- ----------- ---------- -----------
6,054 7,267 - 40 13,361
Equity in earnings of subsidiaries
and unconsolidated partnership,
net of income taxes 7,655 - 348 (7,655) 348
---------- ---------- ----------- ---------- -----------
Net income $ 13,709 $ 7,267 $ 348 $ (7,615) $ 13,709
========== ========== =========== ========== ===========
14
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Income
For the Three Months Ended June 30, 2000
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------
(In thousands)
Net sales $ 148,363 $ 256,957 $ -- $ (13,653) $ 391,667
Cost of sales 128,039 218,413 -- (13,587) 332,865
---------- ---------- ----------- ---------- -----------
Gross income 20,324 38,544 -- (66) 58,802
Operating expenses:
Selling, general and
administrative 11,463 15,658 92 -- 27,213
Amortization of goodwill and
other intangibles -- 2,780 -- -- 2,780
---------- ---------- ----------- ---------- -----------
Total operating expenses 11,463 18,438 92 -- 29,993
---------- ---------- ----------- ---------- -----------
Operating income (loss) 8,861 20,106 (92) (66) 28,809
Other income (expense):
Interest expense (4,654) (2,022) (15) 1,575 (5,116)
Interest income 104 1,748 9 (1,575) 286
Miscellaneous, net 6 36 202 -- 244
---------- ---------- ----------- ---------- -----------
(4,544) (238) 196 -- (4,586)
---------- ---------- ----------- ---------- -----------
Income (loss) before income taxes
and equity in earnings of
subsidiaries and unconsolidated
partnership 4,317 19,868 104 (66) 24,223
Provision (credit) for income taxes 1,174 8,065 39 (25) 9,253
---------- ---------- ----------- ---------- -----------
3,143 11,803 65 (41) 14,970
Equity in earnings of subsidiaries
and unconsolidated partnership,
net of income taxes 12,131 -- 304 (12,131) 304
---------- ---------- ----------- ---------- -----------
Net income $ 15,274 $ 11,803 $ 369 $ (12,172) $ 15,274
========== ========== =========== ========== ===========
15
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Income
For the Nine Months Ended June 30, 2001
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------
(In thousands)
Net sales $ 405,210 $ 645,286 $ - $ (22,761) $ 1,027,735
Cost of sales 354,923 545,620 - (22,898) 877,645
---------- ---------- ----------- ---------- -----------
Gross income 50,287 99,666 - 137 150,090
Operating expenses:
Selling, general and
administrative 31,070 43,825 (69) - 74,826
Amortization of goodwill and
other intangibles - 8,947 - - 8,947
---------- ---------- ----------- ---------- -----------
Total operating expenses 31,070 52,772 (69) - 83,773
---------- ---------- ----------- ---------- -----------
Operating income 19,217 46,894 69 137 66,317
Other income (expense):
Interest expense (17,281) (17,872) - 19,725 (15,428)
Interest income 15,135 5,297 - (19,725) 707
Miscellaneous, net 7,580 (7,656) - - (76)
---------- ---------- ----------- ---------- -----------
5,434 (20,231) - - (14,797)
---------- ---------- ----------- ---------- -----------
Income before income taxes
and equity in earnings of
subsidiaries and unconsolidated
partnership 24,651 26,663 69 137 51,520
Provision for income taxes 7,821 11,447 26 50 19,344
---------- ---------- ----------- ---------- -----------
16,830 15,216 43 87 32,176
Equity in earnings of subsidiaries
and unconsolidated partnership,
net of income taxes 16,386 - 1,040 (16,386) 1,040
---------- ---------- ----------- ----------- -----------
Net income $ 33,216 $ 15,216 $ 1,083 $ (16,299) $ 33,216
========== ========== =========== =========== ===========
16
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Income
For the Nine Months Ended June 30, 2000
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------
(In thousands)
Net sales $ 339,000 $ 650,362 $ -- $ (23,304) $ 966,058
Cost of sales 293,973 546,783 -- (23,238) 817,518
---------- ---------- ----------- ---------- -----------
Gross income 45,027 103,579 -- (66) 148,540
Operating expenses:
Selling, general and
administrative 30,194 39,653 278 -- 70,125
Amortization of goodwill and
other intangibles -- 8,324 -- -- 8,324
---------- ---------- ----------- ---------- -----------
Total operating expenses 30,194 47,977 278 -- 78,449
---------- ---------- ----------- ---------- -----------
Operating income (loss) 14,833 55,602 (278) (66) 70,091
Other income (expense):
Interest expense (14,777) (6,247) (15) 4,725 (16,314)
Interest income 192 5,122 51 (4,725) 640
Miscellaneous, net (46) 124 451 -- 529
---------- ---------- ----------- ---------- -----------
(14,631) (1,001) 487 -- (15,145)
---------- ---------- ----------- ---------- -----------
Income (loss) from continuing
operations before income taxes,
equity in earnings of
subsidiaries and unconsolidated
partnership and extraordinary
charge 202 54,601 209 (66) 54,946
Provision (credit) for income taxes (390) 22,293 79 (25) 21,957
---------- ---------- ----------- ---------- -----------
592 32,308 130 (41) 32,989
Equity in earnings of subsidiaries
and unconsolidated partnership,
net of income taxes 33,291 -- 894 (33,291) 894
---------- ---------- ----------- ---------- -----------
Income from continuing operations
before extraordinary charge 33,883 32,308 1,024 (33,332) 33,883
Discontinued operations, net 2,015 -- -- -- 2,015
Extraordinary charge, net (581) -- -- -- (581)
---------- ---------- ----------- ---------- -----------
Net income $ 35,317 $ 32,308 $ 1,024 $ (33,332) $ 35,317
========== ========== =========== ========== ===========
17
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Balance Sheets
June 30, 2001
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiary Eliminations Consolidated
------- ---------- ---------- ------------ ------------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 2,201 $ 2,362 $ - $ - $ 4,563
Receivables, net 79,909 79,820 - (2,677) 157,052
Inventories 105,835 167,007 - (72) 272,770
Prepaid expenses and other 12,845 9,671 - - 22,516
---------- ---------- ----------- ----------- -----------
Total current assets 200,790 258,860 - (2,749) 456,901
Investment in and advances to:
Subsidiaries 437,124 17,928 - (455,052) -
Unconsolidated partnership - - 17,928 - 17,928
Other long-term assets 8,394 5,915 - - 14,309
Net property, plant and equipment 36,297 88,667 - - 124,964
Goodwill and other intangible
assets, net 25 320,264 - - 320,289
---------- ---------- ----------- ----------- -----------
Total assets $ 682,630 $ 691,634 $ 17,928 $ (457,801) $ 934,391
========== ========== =========== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 43,973 $ 42,240 $ - $ (2,677) $ 83,536
Floor plan notes payable - 31,864 - - 31,864
Customer advances 3,561 63,745 - - 67,306
Payroll-related obligations 9,559 12,567 - - 22,126
Accrued warranty 8,146 8,537 - - 16,683
Other current liabilities 39,643 31,404 - - 71,047
Revolving credit facility and
current maturities of long-term
debt 87,400 485 - - 87,885
---------- ---------- ----------- ----------- -----------
Total current liabilities 192,282 190,842 - (2,677) 380,447
Long-term debt 144,500 1,822 - - 146,322
Deferred income taxes (4,091) 45,514 - - 41,423
Other long-term liabilities 19,464 16,260 - - 35,724
Commitments and contingencies
Investments by and advances from
parent - 437,196 17,928 (455,124) -
Shareholders' equity 330,475 - - - 330,475
---------- ---------- ----------- ----------- -----------
Total liabilities and shareholders'
equity $ 682,630 $ 691,634 $ 17,928 $ (457,801) $ 934,391
========== ========== =========== =========== ===========
18
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Balance Sheets
September 30, 2000
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 13,034 $ 499 $ 36 $ --- $ 13,569
Receivables, net 61,156 47,473 272 (2,096) 106,805
Inventories 59,552 141,867 --- (209) 201,210
Prepaid expenses and other 12,153 7,836 143 --- 20,132
---------- ---------- ----------- ---------- -----------
Total current assets 145,895 197,675 451 (2,305) 341,716
Investment in and advances to:
Subsidiaries 382,723 4,308 --- (387,031) ---
Unconsolidated partnership --- --- 15,179 --- 15,179
Other long-term assets 7,731 1,980 284 --- 9,995
Net property, plant and equipment 30,196 88,563 --- --- 118,759
Goodwill and other intangible
assets, net --- 310,731 --- --- 310,731
---------- ---------- ----------- ---------- -----------
Total assets $ 566,545 $ 603,257 $ 15,914 $ (389,336) $ 796,380
========== ========== =========== ========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 39,602 $ 46,704 $ 5 $ (2,096) $ 84,215
Floor plan notes payable --- 23,925 --- --- 23,925
Customer advances 3,114 55,353 26 --- 58,493
Payroll-related obligations 10,642 12,792 31 --- 23,465
Accrued warranty 6,867 8,652 --- --- 15,519
Other current liabilities 27,234 24,912 164 --- 52,310
Revolving credit facility and
current maturities of long-term
debt 8,000 237 307 --- 8,544
---------- ---------- ----------- ---------- -----------
Total current liabilities 95,459 172,575 533 (2,096) 266,471
Long-term debt 152,000 2,052 186 --- 154,238
Deferred income taxes (905) 36,432 10,887 --- 46,414
Other long-term liabilities 18,934 9,266 ---- --- 28,200
Commitments and contingencies
Investments by and advances from
parent --- 382,932 4,308 (387,240) ---
Shareholders' equity 301,057 --- --- --- 301,057
---------- ---------- ----------- ---------- -----------
Total liabilities and shareholders'
equity $ 566,545 $ 603,257 $ 15,914 $ (389,336) $ 796,380
========== ========== =========== ========== ===========
19
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended June 30, 2001
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------
(In thousands)
Operating activities:
Net income $ 33,216 $ 15,216 $ 1,083 $ (16,299) $ 33,216
Non-cash adjustments 1,687 14,706 (2,334) - 14,059
Changes in operating assets and
liabilities (42,961) (36,047) 115 (137) (79,030)
---------- ---------- ----------- ---------- -----------
Net cash used for
operating activities (8,058) (6,125) (1,136) (16,436) (31,755)
Investing activities:
Acquisition of businesses, net of
cash acquired (4,583) (21,840) - - (26,423)
Investments in and advances to (from)
subsidiaries (54,446) 35,806 2,204 16,436 -
Additions to property, plant and
equipment (10,320) (2,428) - - (12,748)
Other (1,222) (3,131) (1,048) - (5,401)
---------- ---------- ----------- ---------- -----------
Net cash provided from (used for)
investing activities (70,571) 8,407 1,156 16,436 (44,572)
Financing activities:
Net borrowings under revolving
credit facility 77,900 - - - 77,900
Repayment of long term debt (6,000) (419) (56) - (6,475)
Dividends paid (4,300) - - - (4,300)
Other 196 - - - 196
---------- ---------- ---------- ---------- -----------
Net cash provided from (used for)
financing activities 67,796 (419) (56) - 67,321
---------- ---------- ----------- ---------- -----------
Increase (decrease) in cash and cash
equivalents (10,833) 1,863 (36) - (9,006)
Cash and cash equivalents at
beginning of period 13,034 499 36 - 13,569
---------- ---------- ----------- ---------- -----------
Cash and cash equivalents at
end of period $ 2,201 $ 2,362 $ - $ - $ 4,563
========== ========== =========== ========== ===========
20
OSHKOSH TRUCK CORPORATION
Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended June, 2000
(Unaudited)
Subsidiary Non-Guarantor
Company Guarantors Subsidiaries Eliminations Consolidated
------- ---------- ------------ ------------ ------------
(In thousands)
Operating activities:
Income from continuing operations
before extraordinary charge $ 33,883 $ 32,308 $ 1,024 $ (33,332) $ 33,883
Non-cash adjustments (96) 16,637 (2,543) -- 13,998
Changes in operating assets and
liabilities (6,253) (24,106) (3,910) 66 (34,203)
---------- ---------- ----------- ---------- -----------
Net cash provided from (used
for) operating activities 27,534 24,839 (5,429) (33,266) 13,678
Investing activities:
Acquisition of businesses, net of
cash acquired (5,625) (1,662) -- -- (7,287)
Investments in and advances to (from)
subsidiaries (27,702) (13,447) 7,883 33,266 --
Additions to property, plant and
equipment (4,723) (8,861) -- -- (13,584)
Other (758) (725) (2,333) -- (3,816)
---------- ---------- ----------- ---------- -----------
Net cash provided from (used
for) investing activities (38,808) (24,695) 5,550 33,266 (24,687)
Net cash provided from discontinued
operations 2,015 -- -- -- 2,015
Financing activities:
Net borrowings under revolving
credit facility 12,800 -- -- -- 12,800
Repayment of long-term debt (93,500) (250) (92) -- (93,842)
Proceeds from Common Stock
offering 93,736 -- -- -- 93,736
Costs of Common Stock offering (334) -- -- -- (334)
Dividends paid (3,961) -- -- -- (3,961)
Other 156 -- -- -- 156
---------- ---------- ----------- ---------- -----------
Net cash provided from (used
for) financing activities 8,897 (250) (92) -- 8,555
---------- ---------- ----------- ---------- -----------
Increase (decrease) in cash and cash
equivalents (362) (106) 29 (439)
Cash and cash equivalents at
beginning of period 3,698 1,337 102 -- 5,137
---------- ---------- ----------- ---------- -----------
Cash and cash equivalents at end of
period $ 3,336 $ 1,231 $ 131 $ -- $ 4,698
========== ========== =========== ========== ===========
21
11. SUBSEQUENT EVENTS
- ---------------------
On July 25, 2001, the Company acquired from Powell Duffryn Limited ("Powell
Duffryn") all of the outstanding capital stock of Geesink Group B.V., Norba A.B.
and Geesink Norba Limited (collectively, the "Geesink Norba Group")pursuant to a
Sale and Purchase Agreement, dated June 28, 2001, among the Company, Powell
Duffryn and the other parties named therein (the "Acquisition"). The total
purchase price for the Acquisition was 155.6 million euros, including interest
from March 31, 2001 to closing and cash acquired of 3.1 million euros, net of
assumed debt of 0.4 million euros for a total of $136.9 million based on the
exchange rate of 0.88 dollars to one euro as of July 25, 2001. The total cost of
the Acquisition was approximately $140.0 million, including cash acquired and
fees and expenses. The Geesink Norba Group is a leading European manufacturer of
refuse collection truck bodies, mobile and stationary compactors and transfer
stations under the Geesink and Norba brands. The Geesink Norba Group will be
included in the Company's commercial segment.
To finance the Geesink Norba Group acquisition, the Company entered into a
Second Amended and Restated Credit Agreement, dated July 23, 2001, which added a
$140.0 million Term Loan B to its senior credit facility. The Term Loan B
provides for quarterly principal payments of $0.350 million, with the balance
due in January 2007.
The Geesink Norba Group acquisition will be accounted for using the purchase
method of accounting, under SFAS 141. Accordingly, the operating results of the
Geesink Norba Group will be included in the Company's consolidated statements of
income from the date of acquisition. The purchase price, including acquisition
costs, will be allocated based on the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition with any excess
purchase price allocated to goodwill. Under SFAS 141 and 142, any goodwill
recorded as a result of the Geesink Norba Group acquisition will not be subject
to periodic amortization.
22
Item 2. Oshkosh Truck Corporation
Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Consolidated Financial Condition
and Results of Operations and other sections of this Form 10-Q contain
"forward-looking statements" that Oshkosh Truck Corporation (the "Company" or
"Oshkosh") believes to be within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included in this report, including, without limitation,
statements regarding future financial position, business strategy, targets,
projected sales, costs, earnings, capital spending and debt levels, and plans
and objectives of management for future operations, including those under the
caption "Fiscal 2002 Outlook," are forward-looking statements. When used in this
Form 10-Q, words such as the Company "expects", "intends", "estimates",
"anticipates", "believes" and similar expressions are generally intended to
identify forward-looking statements. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties,
assumptions and other factors, some of which are beyond the Company's control,
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These factors include the cyclical
nature of the concrete placement industry, risks related to reductions in
government expenditures, the uncertainty of government contracts, the challenges
of identifying, completing and integrating acquisitions and risks associated
with international operations and sales, including foreign currency
fluctuations. In addition, the Company's expectations for fiscal 2001 and fiscal
2002 are based in part on certain assumptions made by the Company, including
those relating to concrete placement activity, achieving targeted cost
reductions, production and margin levels under the Medium Tactical Vehicle
Replacement ("MTVR") contract, capital expenditures of large commercial waste
haulers and municipalities, the performance of the U.S. economy generally,
targets for improvements in refuse margins and targets for Geesink Norba Group
(as defined below) sales and operating income. The inaccuracy of these or other
assumptions could have a material adverse effect on the Company's ability to
achieve the Company's expectations. Additional information concerning factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the Company's SEC
filings, including, but not limited to, the Company's Current Report on Form 8-K
filed with the SEC on July 27, 2001. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by these cautionary
statements.
All forward-looking statements speak only as of the date the Company files this
Quarterly Report on Form 10-Q with the SEC. The Company has adopted a policy
that if the Company makes a determination that it expects earnings for future
periods for which projections are contained in this Quarterly Report on Form
10-Q to be lower than those projections, then the Company will publicly announce
that fact. The Company's policy also provides that the Company does not intend
to make such a public announcement if the Company makes a determination that it
expects earnings for future periods
23
to be at or above the projections contained in this Quarterly Report on Form
10-Q. Except as set forth above, the Company assumes no obligation, and
disclaims any obligation, to update information contained in this Quarterly
Report on Form 10-Q. Investors should be aware that the Company may not update
such information until the Company's next quarterly conference call, if at all.
General
The major products manufactured and marketed by each of the Company's business
segments are as follows:
Commercial -- concrete mixer systems, refuse truck bodies, portable concrete
batch plants and truck components sold to commercial ready-mix companies and
commercial and municipal waste haulers in the U.S. and abroad.
Fire and emergency -- commercial and custom fire trucks, aircraft rescue and
firefighting trucks, snow removal trucks, ambulances and other emergency
vehicles primarily sold to fire departments, airports and other governmental
units in the U.S. and abroad.
Defense -- heavy- and medium-payload tactical trucks and supply parts sold to
the U.S. military and to other militaries around the world.
Recent Developments
On July 25, 2001, the Company acquired from Powell Duffryn Limited ("Powell
Duffryn") all of the outstanding capital stock of Geesink Group B.V., Norba A.B.
and Geesink Norba Limited (collectively, the "Geesink Norba Group") pursuant to
a Sale and Purchase Agreement, dated June 28, 2001, among the Company, Powell
Duffryn and the other parties named therein (the "Acquisition"). The total
purchase price for the Acquisition was 155.6 million euros, including interest
from March 31, 2001 to closing and cash acquired of 3.1 million euros, net of
assumed debt of 0.4 million euros for a total of $136.9 million based on the
exchange rate of .88 dollars to one euro as of July 25, 2001. The total cost for
the Acquisition was approximately $140.0 million, including cash acquired and
fees and expenses. The Geesink Norba Group is a leading European manufacturer of
refuse collection truck bodies, mobile and stationary compactors and transfer
stations under the Geesink and Norba brands. The Geesink Norba Group will be
included in the Company's commercial segment.
To finance the Geesink Norba Group acquisition, the Company entered into a
Second Amended and Restated Credit Agreement, dated July 23, 2001, which added a
$140.0 million Term Loan B to its senior credit facility. The Term Loan B
provides for quarterly principal payments of $0.350 million, with the balance
due in January 2007.
The discussion of the Company's historical results of operations, financial
condition, liquidity and capital resources and backlogs included in this
Management's Discussion and Analysis of Consolidated Financial Condition and
Results of Operations does not take into account the effects of the Acquisition
or the Second Amended and Restated Credit Agreement, except as expressly noted
below.
24
Results of Operations
Analysis of Consolidated Net Sales
The following table presents net sales by business segment:
Third Quarter Fiscal First Nine Months Fiscal
-------------------- ------------------------
2001 2000 2001 2000
---- ---- ---- ----
(In thousands)
Net sales to unaffiliated customers:
Commercial $ 164,828 $ 219,217 $ 416,800 $ 516,484
Fire and emergency 128,850 103,482 338,603 281,863
Defense 111,284 69,368 273,356 168,111
Corporate and other (714) (400) (1,024) (400)
---------- ---------- ----------- ----------
Consolidated net sales $ 404,248 $ 391,667 $ 1,027,735 $ 966,058
========== ========== =========== ==========
Third Quarter Fiscal 2001 Compared to 2000
Consolidated net sales increased 3.2% to $404.2 million for the third quarter of
fiscal 2001 compared to the third quarter of fiscal 2000. Excluding the impact
of the October 2000 acquisition of Medtec Ambulance Corporation ("Medtec"),
consolidated net sales increased 1.4% in the third quarter of fiscal 2001.
Commercial segment net sales decreased 24.8% to $164.8 million for the third
quarter of fiscal 2001 compared to the third quarter of fiscal 2000. Concrete
placement sales were down 33.1% while refuse product sales were up 7.7%,
respectively, from third quarter 2000 results. Prior year concrete placement
sales were favorably impacted by strong economic conditions. This year, concrete
placement sales have declined, largely due to customer concerns regarding
general economic conditions. Refuse packer sales increased due to renewed order
strength among large, national waste haulers and municipalities.
Fire and emergency segment net sales increased 24.5% to $128.9 million for the
third quarter of fiscal 2001 compared to the third quarter of fiscal 2000. Sales
were strong across most product lines in the segment. Excluding the impact of
the Medtec acquisition, segment sales increased 17.8% for the third quarter of
fiscal 2001.
Defense segment net sales increased 60.4% to $111.3 million for the third
quarter of fiscal 2001 compared to the third quarter of fiscal 2000 due to
increased vehicle sales resulting from the continued ramp-up of production under
the Company's contract to supply medium-payload trucks to the U.S. Marines under
the MTVR contract. Production under the MTVR contract began in the second
quarter of fiscal 2000. The Company expects sales under this contract to
increase throughout fiscal 2001 as the Company ramps up from low-rate initial
production to full-rate production by the fourth quarter of fiscal 2001. In
April 2001, authorization for full-rate production was received when the Company
achieved "Milestone III" approval and the next program year was called up by the
U.S. military.
25
First Nine Months of Fiscal 2001 Compared to 2000
Consolidated net sales increased 6.4% to $1,027.7 million for the first nine
months of fiscal 2001 compared to the first nine months of fiscal 2000.
Excluding the impact of the Medtec acquisition, consolidated net sales increased
4.7%.
Commercial segment net sales decreased 19.3% to $416.8 million for the first
nine months of fiscal 2001 compared to the first nine months of fiscal 2000.
Concrete placement sales were down 26.6% while refuse sales were up 3.6%. Fiscal
2000 results were impacted by unusually strong end-markets. In fiscal 2001,
economic uncertainties have caused the Company's concrete placement customers to
scale back or delay their equipment purchases. Domestic refuse product sales
increased 6.2% in the period compared to fiscal 2000 levels, as the Company
began shipping units under a three year agreement with a large national waste
hauler. Prior year refuse sales benefited from a higher level of international
sales.
Fire and emergency segment net sales increased 20.1% to $338.6 million for the
first nine months of fiscal 2001 compared to the first nine months of fiscal
2000. Excluding the results of the Medtec acquisition, sales increased 14.4%
over the prior year period, with increases reported across all product
offerings.
Defense segment net sales increased 62.6% to $273.4 million for the first nine
months of fiscal 2001 compared to the first nine months of fiscal 2000, with
approximately two-thirds of the increase due to increased MTVR sales. The
balance of the increase resulted from increased parts sales and increased
international vehicle sales.
Analysis of Consolidated Operating Income
The following table presents operating income by business segment:
Third Quarter Fiscal First Nine Months Fiscal
-------------------- ------------------------
2001 2000 2001 2000
---- ---- ---- ----
(In thousands)
Operating income (loss):
Commercial $ 8,898 $ 18,351 $ 22,710 $ 45,214
Fire and emergency 14,281 9,523 32,486 22,916
Defense 8,730 7,305 24,055 16,963
Corporate and other (4,408) (6,370) (12,934) (15,002)
---------- ---------- ----------- ----------
Consolidated operating
income $ 27,501 $ 28,809 $ 66,317 $ 70,091
========== ========== =========== ==========
Third Quarter Fiscal 2001 Compared to 2000
Consolidated operating income decreased 4.5% to $27.5 million for the third
quarter of fiscal 2001 compared to the third quarter of fiscal 2000. Excluding
the October 2000 acquisition of Medtec, consolidated operating income decreased
6.8%.
26
Commercial segment operating income decreased 51.5% to $8.9 million for the
third quarter of fiscal 2001 compared to the third quarter of fiscal 2000.
Operating income as a percent of segment sales ("operating income margin")
decreased to 5.4% of commercial segment sales for the third quarter of fiscal
2001 compared to 8.4% of commercial segment sales for the third quarter of
fiscal 2000. Significant reductions in concrete placement sales volumes and the
related impact on fixed overhead absorption contributed to the decline in
operating income margin.
Fire and emergency segment operating income increased 50.0% to $14.3 million for
the third quarter of fiscal 2001 compared to the third quarter of fiscal 2000.
The fire and emergency segment operating income margin increased from 9.2% to
11.1% during this same time period. Excluding the impact of the Medtec
acquisition, operating income increased 43.0%. A favorable product mix
contributed to the margin improvement.
Defense segment operating income increased 19.5% to $8.7 million for the third
quarter of fiscal 2001 compared to the third quarter of fiscal 2000. The defense
segment operating income margin decreased to 7.8% of defense segment sales for
the third quarter of fiscal 2001 compared to 10.5% of defense segment sales for
the third quarter of fiscal 2000. Operating income margins were impacted by
increased sales of lower-margin MTVR vehicles and by increased spending on the
Family of Medium Tactical Vehicles ("FMTV") prototype contract, which were
partially offset by strong, high margin, parts sales.
Corporate and other expenses decreased $2.0 million to $4.4 million, or 1.1% of
consolidated net sales, for the third quarter of fiscal 2001 from $6.4 million,
or 1.6% of consolidated net sales, for the third quarter of fiscal 2000. Lower
expenses resulted from cost reduction initiatives and lower variable
compensation expense.
First Nine Months of Fiscal 2001 Compared to 2000
Consolidated operating income decreased 5.4% to $66.3 million for the first nine
months of fiscal 2001 compared to the first nine months of fiscal 2000.
Excluding the impact of the November 1999 acquisition of Kewaunee Engineering
Corporation ("Kewaunee") and the October 2000 acquisition of Medtec,
consolidated operating income decreased 9.6%.
Commercial segment operating income decreased 49.8% to $22.7 million for the
first nine months of fiscal 2001 compared to the first nine months of fiscal
2000. Operating income declined due to significantly lower concrete placement
sales volume and the negative impact of lower volume on the absorption of fixed
overhead costs.
Fire and emergency operating income increased 41.8% to $32.5 million for the
first nine months of fiscal 2001 compared to the first nine months of fiscal
2000. Operating income margin increased to 9.6% of fire and emergency segment
sales from 8.1% of segment sales during the same time period. Excluding the
impact of the Medtec acquisition, segment operating income margin increased to
9.5% for the first nine months of fiscal 2001. Prior year results were affected
by inefficiencies following an Enterprise Resource Planning installation.
27
Defense segment operating income increased 41.8% to $24.1 million for the first
nine months of fiscal 2001 compared to the first nine months of fiscal 2000.
Operating income margin declined from 10.1% of segment sales for the first nine
months of fiscal 2000 to 8.8% of segment sales for the first nine months of
fiscal 2001. The Company expects overall segment operating income margins to
continue to decline as the Company moves to full-rate production of its
lower-margin MTVR vehicles.
Analysis of Non-Operating Income Statement Items
Third Quarter of Fiscal 2001 Compared to 2000
Net interest expense was up $0.5 million to $5.4 million in the third quarter of
fiscal 2001 compared to the third quarter of fiscal 2000. Interest costs on
increased borrowings to fund the acquisitions of Medtec in October 2000 and of
certain assets of TEMCO, a division of Dallas-based Trinity Industries, Inc.
("TEMCO"), in April 2001 were partially offset by the effects of lower interest
rates and prior year debt reductions.
The effective tax rate for combined federal and state income taxes for the third
quarter of fiscal 2001 was 39.4% compared to 38.2% in the third quarter of
fiscal 2000. Excluding the impact of $1.4 million of nondeductible goodwill in
both periods, the effective tax rate was 37.0% and 36.1%, respectively.
Equity in earnings of an unconsolidated partnership of $0.3 million in the third
quarter of fiscal 2001 and the third quarter of fiscal 2000 represented the
Company's equity interest in its lease financing partnership.
First Nine Months of Fiscal 2001 Compared to 2000
Net interest expense decreased $1.0 million to $14.7 million in the first nine
months of fiscal 2001 compared to the first nine months of fiscal 2000 largely
as a result of the effect on interest of prior year debt repayment from proceeds
of the Company's November 1999 equity offering and interest rate reductions on
the Company's variable-rate debt. These reductions were partially offset by
interest on increased borrowings to fund the Medtec acquisition, the April 2000
acquisition of Viking Truck & Equipment, Inc. and its affiliates (collectively,
"Viking"), the acquisition of certain assets of TEMCO and working capital
requirements to support overall sales growth.
The effective tax rate for combined federal and state income taxes for the first
nine months of fiscal 2001 was 37.5% compared to 40.0% for the first nine months
of fiscal 2000. The Company recorded a nonrecurring reduction in tax expense of
$1.3 million for the second quarter of fiscal 2001 related to the settlement of
certain income tax audits during the quarter. The settlement included payment in
April 2001 of $4.0 million of taxes. Excluding the impact of the $1.3 million
tax settlement in fiscal 2001 and $4.2 million of nondeductible goodwill in
fiscal 2001 and 2000, the Company's effective income tax rate was 37.0% in 2001
and 37.1% in 2000.
Equity in earnings of an unconsolidated partnership of $1.0 million in the first
nine months of fiscal 2001 and $0.9 million in the first nine months
28
of fiscal 2000 represented the Company's equity in earnings of its lease
financing partnership.
In fiscal 2000, the Company entered into a technology transfer agreement and
collected certain previously written-off receivables from a foreign affiliate,
which was part of a business that the Company exited in 1995. Gross proceeds of
$3.2 million, less taxes of $1.2 million, or net proceeds of $2.0 million, have
been recorded as a gain from discontinued operations in the second quarter of
fiscal 2000.
In November 1999 the Company completed a secondary offering of Common Stock. The
Company recorded a $0.6 million charge (net of income taxes of $0.4 million) for
early retirement of debt utilizing proceeds from the Company's equity offering.
Financial Condition
First Nine Months of Fiscal 2001
During the first nine months of fiscal 2001, cash decreased by $9.0 million to
$4.6 million at June 30, 2001. Operating cash requirements of $31.8 million,
capital expenditures of $12.7 million, an increase in other long-term assets of
$5.4 million, scheduled term debt reductions of $6.5 million, payment of $4.3
million in cash dividends and the cash portion of the acquisitions of Medtec
common stock ($14.4 million) and certain TEMCO assets ($12.0 million) were
funded through the use of $9.0 million of available cash and $77.9 million in
borrowings under the Company's revolving credit facility. During the period,
inventories increased $71.6 million, including $22.3 million in the commercial
segment as a result of seasonal build requirements and TEMCO purchased inventory
($3.5 million). Fire and emergency inventories increased $13.0 million, with
$10.6 million of the increase related to the Medtec acquisition. Defense
inventories increased $36.3 million during the period as a result of inventory
associated with the ramp-up to full-rate production under the MTVR contract.
Overall increases in inventory were partially offset by a $7.9 million increase
in floor plan notes payable and an $8.8 million increase in customer advances.
Accounts receivable increased $50.2 million during the period, largely due to
increased refuse product sales and increased defense sales in June 2001 compared
to the prior year period.
Other long-term liabilities increased by $7.5 million during the period as the
Company recorded the long-term portion of the discounted value of a product
credit liability issued to the seller as part of the purchase of the TEMCO
assets in March 2001.
First Nine Months of Fiscal 2000
During the first nine months of fiscal 2000, cash decreased by $0.4 million to
$4.7 million at June 30, 2000. Cash used in operating activities of $13.7
million, capital expenditures of $13.6 million, an increase in long-term assets
of $3.8 million, dividend payments of $4.0 million and the acquisitions of
Kewaunee and Viking for $7.3 million were funded by net borrowings of $12.7
million. In November 1999, the Company completed a public offering of 3,795,000
shares of Common Stock at $26.00 per share,
29
before commissions and expenses. Proceeds to the Company, net of underwriting
discounts and commissions, were used to prepay $93.5 million of term debt under
the Company's senior credit facility. During the period, inventory increased
$52.9 million, including $36.6 million in the commercial segment as a result of
seasonal build requirements. Fire and emergency inventories increased $17.1
million during the period, generally as a result of earlier commercial chassis
and systems-related production inefficiencies at Pierce Manufacturing Inc.
Defense segment inventories were down slightly due to timing of inventory
purchases. Increases in inventory were partially offset by increased trade
payables of $15.6 million and an $11.2 million increase in floor plan notes
payable related to commercial segment chassis purchases.
Liquidity and Capital Resources
The Company had $74.9 million of unused availability under the terms of its
revolving credit facility as of June 30, 2001. The Company's primary cash
requirements include working capital, interest and principal payments on
indebtedness, capital expenditures, dividends and, potentially, future
acquisitions. The primary sources of cash are expected to be cash flow from
operations and borrowings under the Company's senior credit facility.
The acquisitions of Medtec capital stock and TEMCO assets were financed through
borrowings under the Company's senior credit facility. Subsequent to the end of
the third quarter, the Company acquired the capital stock of the Geesink Norba
Group through proceeds of a new Term Loan B under a restatement of the Company's
senior credit facility.
The Second Amended and Restated Credit Agreement entered into in connection with
the Company's acquisition of the Geesink Norba Group requires debt reduction of
$2.35 million in September 2001 and quarterly debt reduction of $2.85 million in
fiscal 2002, $3.35 million in fiscal 2003 and $3.85 million in fiscal 2004 and
2005. Debt reduction is also required of $1.35 million in December 2005, $1.0
million in January 2006 and quarterly payments of $0.35 million thereafter
through December 2006, with a final payment of $132.3 million due in January
2007. Based upon current and anticipated future operations, management believes
that capital resources will be adequate to meet future working capital, debt
service and other capital requirements for fiscal 2001, including the working
capital requirements associated with the ramp-up of production under the MTVR
contract and the working capital requirements associated with the acquisitions
of Medtec and the Geesink Norba Group.
In July 2001, the Company received its initial "Performance-Based Payment" under
the Future Heavy Tactical Vehicle ("FHTV") contract. Performance-Based Payments
will have the effect of reducing the Company's working capital requirements for
the defense segment for the term of the FHTV contract.
The Company's cash flow from operations has fluctuated, and will likely continue
to fluctuate, significantly from quarter to quarter due to changes in working
capital arising principally from seasonal fluctuations in sales.
The Company expects capital expenditures to approximate $17 to $18 million in
fiscal 2001. Fiscal 2001 capital expenditures incurred to date include
30
the remaining $4 million of an $8 million expansion of the Company's production
facilities in Oshkosh which was begun in fiscal 2000 and completed early in
fiscal 2001. The Company estimates fiscal 2002 capital expenditures to be
approximately $25 million, including requirements related to the Geesink Norba
Group.
Fiscal 2002 Outlook
The Company expects consolidated sales growth of approximately $175.0 million in
fiscal 2002, or up 12.2% from projected fiscal 2001 sales to $1,610.0 million,
assuming no further acquisitions. The Company expects that the Geesink Norba
Group acquisition will contribute about $105.0 million of the sales increase in
fiscal 2002. The acquisition of the Geesink Norba Group is expected to add
approximately $15.0 million in sales to the Company's fiscal 2001 results. The
Company expects that consolidated operating income margins will decline one-half
percentage point in fiscal 2002 to 6.3% compared to fiscal 2001 levels estimated
at 6.8%. The Company expects consolidated operating income to be approximately
$100.0 million for fiscal 2002, up 3.3% from forecasted fiscal 2001 amounts. The
Company expects consolidated operating income to increase by another $7.0
million from this estimate to $107.0 million, or 6.6% of sales, upon elimination
of amortization of goodwill and other intangible assets upon the Company's
planned adoption of Statement of Financial Accounting Standards ("SFAS") Nos.
141 and 142, effective October 1, 2001. The Company expects earnings per share
from continuing operations assuming dilution to decrease to $2.60 in fiscal 2002
largely due to expected continued economic softness in the United States and
higher spending on the FMTV and United Kingdom bids for future defense business,
which the Company anticipates will be offset in part by the expected
contribution from the Geesink Norba Group acquisition of approximately $0.10 to
$0.15 per share in fiscal 2002. The Company estimates earnings per share at
$2.98 for fiscal 2002, including the impact of adoption of SFAS Nos. 141 and
142.
The Company estimates that the commercial segment sales will increase $49.0
million, or 9.0% in fiscal 2002 to $595.0 million. The Company expects Geesink
Norba Group to contribute an additional $105.0 million in fiscal 2002 over
fiscal 2001 due to inclusion for a full twelve months in fiscal 2002 compared to
only two months in fiscal 2001. The Company expects continued softness in the
concrete placement market, estimating a 17% reduction in concrete placement
sales in fiscal 2002 compared to projected fiscal 2001 sales levels. The Company
expects U.S. refuse sales volume to be up 3% in fiscal 2002 over expected fiscal
2001 levels. Stronger sales from the three largest domestic waste haulers, and
some estimated market share gains, are estimated to offset an expected weakening
in capital spending by most U.S. commercial waste haulers and municipal
customers. The Company expects commercial operating income to improve
approximately 20% in fiscal 2002 to $36 million, or about 6.1% of commercial
sales. Upon adoption of SFAS Nos. 141 and 142, the Company expects the
elimination of amortization of goodwill and other intangible assets to increase
commercial segment operating income by another $4.0 million from this estimate
to $40.0 million, or about 6.7% of segment sales. The Company projects concrete
placement operating income to decline about 30% in fiscal 2002 as a result of
the projected 17% decline in sales. The Company expects the Geesink Norba Group
to contribute low double digit margins in fiscal 2002
31
and expects U.S. refuse margins to grow one-half percentage point due to
continued cost reduction activities.
The Company expects fire and emergency segment sales to increase 2.3% in fiscal
2002 to $475.5 million. The company expects the growth rate in this segment will
be down sharply from fiscal 2001 because the Company believes that municipal
spending will begin to soften in this weak domestic economy. The Company
anticipates that projected market share gains and a full twelve months of
operations at Medtec should offset some of the economic weakness. The Company
estimates that fire and emergency operating income will grow about 7% to
approximately $49.0 million in fiscal 2002, or approximately 10.3% of sales. The
Company expects that cost reduction initiatives will drive the estimated
one-half percentage point improvement in operating income margins in fiscal
2002. Upon adoption of SFAS Nos. 141 and 142, the Company expects the
elimination of amortization of goodwill and other intangible assets to increase
fire and emergency segment operating income by another $3.0 million from this
estimate to $52.0 million, or about 10.9% of segment sales.
The Company estimates that defense segment sales will increase to approximately
$540.0 million in fiscal 2002 due to a planned $160.0 million increase in MTVR
sales as that contract ramps-up to full-rate of production. The Company expects
that its higher-margin, heavy-payload international truck sales will decline in
fiscal 2002, resulting in a net increase in segment sales in fiscal 2002 over
estimated fiscal 2001 levels of approximately $115.0 million. The Company
expects that defense segment operating income will decline approximately 12% in
fiscal 2002 to about $33.0 million, or 6.1% of sales. The Company anticipates
that lower margins on increased sales volumes will be due to increased spending
on product development and bid and proposal activities associated with the FMTV
opportunity and certain defense truck opportunities in the United Kingdom.
Further, sales mix shift from higher margin, heavy-payload international sales
to lower margin MTVR sales will also contribute to the decline in operating
income in fiscal 2002 compared to fiscal 2001.
The Company expects corporate expenses to increase from $16.5 million estimated
for fiscal 2001 to $18.0 million in fiscal 2002. The Company expects interest
expense to increase $6.3 million to $28.0 million in fiscal 2002, largely as a
result of interest on the $140.0 million borrowing to purchase the Geesink Norba
Group, offset by expected debt reduction resulting from operating cash flow.
The Company expects debt to decline to $285.0 million in September 2002 from the
$320.0 million amount estimated for September 2001. The Company estimates
capital spending at $25.0 million in fiscal 2002, which includes estimated
capital requirements associated with recent acquisitions.
Customers and Backlog
Sales to the U.S. Department of Defense comprised approximately 27% of the
Company's net sales in the first nine months of fiscal 2001. No other single
customer accounted for more than 10% of the Company's net sales for this period.
A substantial majority of the Company's net sales are derived from customer
orders prior to commencing production.
32
The Company's backlog at June 30, 2001 increased 28.2% to $826.7 million
compared to $644.9 million at June 30, 2000. The commercial segment backlog
decreased 6.5% to $77.1 million at June 30, 2001 compared to June 30, 2000. The
fire and emergency segment backlog increased 8.8% to $228.1 million at June 30,
2001 compared to June 30, 2000. The defense segment backlog increased 47.8% to
$521.6 million at June 30, 2001 compared to June 30, 2000. Approximately 60% of
the consolidated backlog at June 30, 2001 is not expected to be filled in fiscal
2001.
Reported backlog excludes purchase options and announced orders for which
definitive contracts have not been executed. Additionally, backlog excludes
unfunded portions of the U.S. Department of Defense long-term FHTV and MTVR
contracts. Backlog information and comparisons thereof as of different dates may
not be accurate indicators of future sales or the ratio of the Company's future
sales to the U.S. Department of Defense versus its sales to other customers.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
The Company's quantitative and qualitative disclosures about market risk for
changes in interest rates and foreign exchange risk are incorporated by
reference in Item 7A of the Company's Annual Report on Form 10-K for the year
ended September 30, 2000. Other than the foreign exchange risk associated with
the operations of the Geesink Norba Group, the Company's market risk disclosures
have not materially changed since that report was filed.
The Geesink Norba Group has significant manufacturing operations and assets in
the Netherlands, Sweden and the United Kingdom. With the Geesink Norba Group
acquisition, the Company expects that less than 20% of its annual consolidated
operating income will be impacted by movements in the exchange rates between the
U.S. dollar and the euro and, to a lesser extent, the Swedish Kroner and British
Pound Sterling. The Company is considering various alternative strategies to
reduce the impact of foreign currency fluctuations on future earnings.
33
OSHKOSH TRUCK CORPORATION
PART II. OTHER INFORMATION
FORM 10-Q
JUNE 30, 2001
ITEM 1 LEGAL PROCEEDINGS
- ------------------------
None.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) Exhibits
- ---------------
The following exhibits are filed herewith:
2.1 Sale and Purchase Agreement, dated June 28, 2001, among
Powell Duffryn Holdings BV, Powell Duffryn (International)
Limited and Powell Duffryn Investments Limited as Sellers,
Oshkosh Group BV and Oshkosh European Holdings SL as
Purchasers, Powell Duffryn Limited as Sellers' Guarantor and
Oshkosh Truck Corporation as Purchasers' Guarantor
(incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated July 25, 2001 (File No.
01-3886)).
4.1 Second Amended and Restated Credit Agreement, dated July 23,
2001, among Oshkosh Truck Corporation, Bank of America,
N.A., as Agent and Swing Line Lender, Bank One, NA, as
Syndication Agent, Firstar Bank, N.A., as Documentation
Agent, and the other financial institutions party thereto
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, dated July 25, 2001 (File No.
01-3886)).
(b) Reports on Form 8-K
- --------------------------
Current Report on Form 8-K dated April 26, 2001, reporting the
announcement of the Company's earnings for the second quarter of fiscal
year ending September 30, 2001.
34
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
August 6, 2001 /S/ R. G. Bohn
----------------------------------------------
R. G. Bohn
Chairman, President and
Chief Executive Officer
Principal Executive Officer)
August 6, 2001 /S/ C. L. Szews
----------------------------------------------
C. L. Szews
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
August 6, 2001 /S/ T. J. Polnaszek
----------------------------------------------
T. J. Polnaszek
Vice President and Controller
(Principal Accounting Officer)
35
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(2.1) Sale and Purchase Agreement, dated June 28, 2001, among Powell Duffryn
Holdings BV, Powell Duffryn (International) Limited and Powell Duffryn
Investments Limited as Sellers, Oshkosh Group BV and Oshkosh European
Holdings SL as Purchasers, Powell Duffryn Limited as Sellers'
Guarantor and Oshkosh Truck Corporation as Purchasers' Guarantor
(incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K, dated July 25, 2001 (File No. 01-3886)).
(4.1) Second Amended and Restated Credit Agreement, dated July 23, 2001,
among Oshkosh Truck Corporation, Bank of America, N.A., as Agent and
Swing Line Lender, Bank One, NA, as Syndication Agent, Firstar Bank,
N.A., as Documentation Agent, and the other financial institutions
party thereto (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, dated July 25, 2001 (File No.
01-3886)).
36