SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
_________________
| Date of Report |
|
| (Date of earliest |
| event reported): |
January 22, 2004 |
Oshkosh Truck
Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin |
1-31371 |
39-0520270 |
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
P.O. Box 2566,
Oshkosh, Wisconsin 54903
(Address of principal executive offices, including zip
code)
(920) 235-9151
(Registrant’s
telephone number)
Item 7. Financial
Statements and Exhibits.
| |
(c) |
Exhibits.
The following exhibits are being furnished herewith: |
| |
(99.1) |
Oshkosh
Truck Corporation Press Release dated January 22, 2004. |
| |
(99.2) |
Script
for conference call held January 22, 2004. |
Item 12. Results
of Operations and Financial Condition.
On
January 22, 2004, Oshkosh Truck Corporation (the “Company”) issued a press
release (the “Press Release”) announcing its earnings for the first quarter
ended December 31, 2003 and its revised outlook for fiscal 2004. A copy of such press
release is filed as Exhibit 99.1 and is incorporated by reference herein.
On
January 22, 2004, the Company held a conference call in connection with the Company’s
announcement of its earnings for the first quarter ended December 31, 2003 and its revised
outlook for fiscal 2004. A copy of the script (the “Script”) for such conference
call is filed as Exhibit 99.2 and is incorporated by reference herein. An audio
replay of such conference call and the related question and answer session will be
available for at least twelve months on the Company’s web site at
www.oshkoshtruckcorporation.com.
The
information, including without limitation all forward-looking statements, contained in the
Press Release and the Script or provided in the conference call and related question and
answer session speaks only as of January 22, 2004. The Company has adopted a policy that
if the Company makes a determination that it expects the Company’s earnings per share
for future periods for which projections are contained in the Press Release and the Script
or provided in the conference call and related question and answer session to be lower
than those projections, then the Company will publicly disseminate that fact. The
Company’s policy also provides that if the Company makes a determination that it
expects the Company’s earnings per share for future periods to be at or above the
projections contained in the Press Release and the Script, then the Company does not
intend to publicly disseminate that fact. Except as set forth above, the Company assumes
no obligation, and disclaims any obligation, to update information contained in the Press
Release and the Script or provided in the conference call and related question and answer
session. Investors should be aware that the Company may not update such information until
the Company’s next quarterly conference call, if at all.
The
Press Release and the Script contain, and representatives of the Company made, during the
conference call and the related question and answer session, statements that the Company
believes to be “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements of
historical fact included in the Press Release and the Script or made during the conference
call and related question and answer session, including, without limitation, statements
regarding the Company’s future financial position, business strategy, targets,
projected sales, costs, earnings, capital expenditures and debt levels, and plans and
objectives of management for future operations, are forward-looking statements. In
addition, forward-looking statements generally can be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,”
“intend,” “estimates,” “anticipate,” “believe,”
“should” or “plans,” or the negative thereof or variations thereon or
similar terminology. The Company cannot provide any assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to differ
materially from the Company’s expectations include, without limitation, the
following:
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Accuracy
of Assumptions. The expectations reflected in the forward-looking statements, in
particular those with respect to projected sales, costs, earnings and debt levels, are
based in part on certain assumptions made by the Company, some of which are referred to
in, or as part of, the forward-looking statements. Such assumptions include, without
limitation, the sale of approximately 600-700 Revolution™ composite concrete mixer
drums in fiscal 2004 at favorable pricing and costs; the Company’s estimates for
concrete placement activity, housing starts and mortgage rates; a limited recovery in the
U.S. economy and no economic recovery in the European economy; the Company’s
expectations as to timing of receipt of sales orders and payments and execution and
funding of defense contracts; the Company’s ability to achieve cost reductions; the
anticipated level of production and margins associated with the Medium Tactical Vehicle
Replacement (“MTVR”) contract and a related MTVR wrecker variant contract (and
the funding thereof), international defense truck contracts and the Family of Heavy
Tactical Vehicles (“FHTV”) contract; the expected level of U.S. Department of
Defense procurement of replacement parts and remanufacturing of trucks; the expected level
of commercial “package” body and chassis sales compared to “body-only”
sales; the Company’s estimates for capital expenditures of municipalities for fire
and emergency and refuse products, of airports for fire and rescue products and of large
commercial waste haulers generally and with the Company; the Company’s ability to
sustain market share gains by its fire and emergency and refuse products businesses;
anticipated levels of capital expenditures, especially with respect to the rollout of the
Revolution™ composite concrete mixer drum; the Company’s planned spending on new
product development; the Company’s estimates for costs relating to litigation,
insurance, raw materials and components; the Company’s targets for Geesink Norba
Group sales and operating income; the Company’s planned spending on bid and proposal
activities with respect to defense truck procurement competitions and the outcome of such
competitions; and the Company’s estimates for debt levels, interest rates, working
capital needs and effective tax rates. The Company cannot provide any assurance that the
assumptions referred to in the forward-looking statements or otherwise are accurate or
will prove to have been correct. Any assumptions that are inaccurate or do not prove to be
correct could have a material adverse effect on the Company’s ability to achieve
results that the forward-looking statements contemplate.
|
| |
Cyclical
Markets. A further decline in overall customer demand in the Company’s cyclical
commercial or fire and emergency markets could have a material adverse effect on the
Company’s operating performance. The ready-mix concrete market that the Company
serves is highly cyclical and impacted by the strength of the economy generally, by
prevailing mortgage and other interest rates, by the number of housing starts and by other
factors that may have an effect on the level of concrete placement activity, either
regionally or nationally. The U.S. and European economies generally remain weak. In
particular, the concrete placement industry, although showing signs of improvement,
continues to experience a downturn compared to historical levels, which is materially and
adversely affecting the net sales, profitability and cash flows of suppliers to the
concrete placement industry, including the Company. In addition, customers of the Company
such as municipalities have been reducing their expenditures for fire and emergency and
refuse equipment. The Company cannot provide any assurance that these downturns will not
continue or become more severe.
|
-3-
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Government
Contracts. The Company is dependent on U.S. and foreign government contracts for a
substantial portion of its business. That business is subject to the following risks,
among others, that could have a material adverse effect on the Company’s operating
performance:
|
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• |
The
Company’s business is susceptible to changes in the U.S. and the U.K. defense
budgets, which may reduce revenues that the Company expects from its defense business. |
| |
• |
The
U.S. government may not appropriate funding that the Company expects for its U.S.
government contracts, which may prevent the Company from realizing revenues under current
contracts. |
| |
• |
Most
of the Company’s government contracts, including its contract for the MTVR program,
are fixed-price contracts, and the Company’s actual costs may exceed its projected
costs, which could result in lower profits or net losses under these contracts. |
| |
• |
The
Company is required to spend significant sums on product development and testing, bid and
proposal activities and pre-contract engineering, tooling and design activities in
competitions to have the opportunity to be awarded these contracts. |
| |
• |
Competitions
for the award of defense truck contracts are intense, and the Company cannot provide any
assurance that it will be successful in the defense truck procurement competitions in
which it participates. |
| |
• |
Certain
of the Company’s government contracts could be suspended or terminated or could
expire in the future and not be replaced, which could reduce expected revenues from these
contracts. |
| |
• |
The
Company’s government contracts are subject to audit, which could result in
adjustments of the Company’s costs and prices under these contracts. |
| |
• |
The
Company’s defense truck contracts are large in size and require significant
personnel and production resources, and, when such contracts end, the Company must make
adjustments to personnel and production resources. |
| |
Completion
and Financing of Acquisitions. A substantial portion of the Company’s growth in
the past seven years has come through acquisitions, and the Company’s growth strategy
is based in part upon acquisitions. The Company may not be able to identify suitable
acquisition candidates, obtain financing for future acquisitions or complete future
acquisitions, which could adversely affect the Company’s future growth. The
Company’s credit facility also contains restrictive covenants that may limit the
Company’s ability to take advantage of business opportunities, including
acquisitions. The Company may not be able to integrate or operate profitably businesses
the Company acquires in the future. Any such future acquisitions could be dilutive to the
Company’s earnings per share. The Company’s level of indebtedness may increase
in the future if the Company finances acquisitions with debt, which would cause the
Company to incur additional interest expense and could increase the Company’s
vulnerability to general adverse economic and industry conditions and limit the
Company’s ability to obtain additional financing. If the Company issues shares of its
stock as currency in any future acquisitions or as a source of funds to finance
acquisitions, then the Company’s earnings per share may be diluted as a result of the
issuance of such stock.
|
-4-
| |
Revolution™
Composite Concrete Mixer Drum. The Company has made and will continue to make
significant investments in technology and manufacturing facilities relating to the
Revolution™ composite concrete mixer drum product, and the Company anticipates that
this product will contribute to growth in revenues and earnings of the Company’s
commercial segment commencing in fiscal 2004. However, the Company cannot provide any
assurance that such growth will result. Without limitation:
|
| |
• |
The
Company has commenced full-scale production of a rear-discharge Revolution™ drum at
its U.S. manufacturing facility in fiscal 2004, and there are risks associated with this
effort. An unsuccessful launch of the Revolution™ drum may materially and adversely
affect the Company’s results of operations. |
| |
• |
The
Revolution™ drum is a new product in the concrete placement market that uses new
technology, and the Company cannot provide any assurance that the concrete placement
market will broadly accept this product or that the Company will be able to sell this
product at targeted prices. |
| |
• |
Even
if market demand for the Revolution™ drum meets the Company’s expectations, the
Company may not be able to sustain high volume production of this product at projected
costs, which could result in lower profits or net losses relating to this product. |
| |
• |
The
Company’s plans include taking additional actions and making additional investments
to introduce different versions of the Revolution™ drum and to introduce the product
in markets outside the United States, and there will be additional risks associated with
these efforts. |
| |
• |
The
Company cannot provide any assurance that competitors will not offer products in the
future that compete with the Revolution™ drum, which would impact the Company’s
ability to sell this product at targeted prices. |
| |
• |
Because
the Revolution™ drum is a new product, the Company potentially may experience higher
costs for warranty and other product related claims. |
| |
International
Business. For the fiscal year ended September 30, 2003, approximately 15% of the
Company’s net sales were attributable to products sold outside of the United States,
and expanding international sales is a part of the Company’s growth strategy.
International operations and sales are subject to various risks, including political,
religious and economic instability, local labor market conditions, the imposition of
foreign tariffs and other trade barriers, the impact of foreign government regulations and
the effects of income and withholding taxes, governmental expropriation and differences in
business practices. The Company may incur increased costs and experience delays or
disruptions in product deliveries and payments in connection with international
manufacturing and sales that could cause loss of revenues and earnings. Unfavorable
changes in the political, regulatory and business climate could have a material adverse
effect on the Company’s financial condition, profitability and cash flows.
|
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Foreign
Currency Fluctuations. The results of operations and financial condition of the
Company’s subsidiaries that conduct operations in foreign countries are reported in
the relevant foreign currencies and then translated into U.S. dollars at the applicable
exchange rates for inclusion in the Company’s consolidated financial statements,
which are stated in U.S. dollars. In addition, the Company has certain firm orders in
backlog that are denominated in U.K. Pounds Sterling and certain agreements with
subcontractors denominated in U.K. Pounds Sterling and Euros, which will subject the
Company to foreign currency transaction risk to the extent they are not hedged. The
exchange rates between many of these currencies and the U.S. dollar have fluctuated
significantly in recent years and may fluctuate significantly in the future. Such
fluctuations, in particular those with respect to the Euro and the U.K. Pound Sterling,
may have a material effect on the Company’s financial condition, profitability and
cash flows and may significantly affect the comparability of the Company’s results
between financial periods.
|
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Interruptions
in the Supply of Parts and Components. The Company may in the future experience
significant disruption or termination of the supply of some of the Company’s parts,
materials, components and final assemblies that the Company obtains from sole source
suppliers or subcontractors or incur a significant increase in the cost of these parts,
materials, components or final assemblies. Such disruptions, terminations or cost
increases could delay sales of the Company’s trucks and truck bodies and could result
in a material adverse effect on the Company’s financial condition, profitability and
cash flows.
|
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Competition. The
Company operates in highly competitive industries. Several of the Company’s
competitors have greater financial, marketing, manufacturing and
distribution resources than the Company. The Company’s products may
not continue to compete successfully with the products of competitors, and
the Company may not be able to retain or increase its customer base or to
improve or maintain its profit margins on sales to its customers, all of
which could adversely affect the Company’s financial condition,
profitability and cash flows.
|
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 filings
with the Securities and Exchange Commission.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
OSHKOSH TRUCK CORPORATION |
Date: January 22, 2004 |
By: /s/ Charles L. Szews |
|
Charles L. Szews |
|
Executive Vice President and |
|
Chief Financial Officer |
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OSHKOSH TRUCK
CORPORATION
Exhibit Index to
Current Report on Form 8-K
Dated January 22, 2004
Exhibit
Number
| (99.1) |
Oshkosh
Truck Corporation Press Release dated January 22, 2004. |
| (99.2) |
Script
for conference call held January 22, 2004. |
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