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| OSK > SEC Filings for OSK > Form 8-K on 22-Jan-2004 | All Recent SEC Filings |
22-Jan-2004
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:
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.
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:
• 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.
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.
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.
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.
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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