-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q9cgxiwUcjeHF1JpwMS5UL8U84K68lWzJ2atpWtW25lVy034MqPLLcMpmG5ZNtLc ckSeg5pgdnw+Qf0/S6PR0w== 0000897069-03-001266.txt : 20031024 0000897069-03-001266.hdr.sgml : 20031024 20031024163221 ACCESSION NUMBER: 0000897069-03-001266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031024 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18110 FILM NUMBER: 03956709 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 8-K 1 dkm516.txt FORM 8-K DATED OCTOBER 24, 2003 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): October 24, 2003 Gehl Company ---------------------------------------------------------------- (Exact name or registrant as specified in its charter) Wisconsin 0-18110 39-0300430 - --------------- ----------------- ------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 143 Water Street, West Bend, Wisconsin 53095 ------------------------------------------------------- (Address of principal executive offices, including zip code) (262) 334-9461 ----------------------------- (Registrant's telephone number) Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit is being furnished herewith: (99) Press Release of Gehl Company, dated October 24, 2003. Item 12. Results of Operations and Financial Condition. - ------- --------------------------------------------- On October 24, 2003, Gehl Company (the "Company") issued a press release announcing its financial results for the quarter and nine-month period ended September 27, 2003. A copy of the press release is being furnished as Exhibit 99 to this Current Report on Form 8-K. Use of Non-GAAP Measures The Company reports its financial results of operations in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company has also provided non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. The non-GAAP financial measures included in the Company's press release are the Company's third quarter and year-to-date net income (loss) and earnings (loss) per diluted share, excluding an after-tax asset impairment charge and an after-tax restructuring charge relating to the Company's previously announced closure and pending sales of its Lebanon, Pennsylvania and Owatonna, Minnesota manufacturing facilities. Management believes it is useful for investors to understand how its core operations performed without the effects of such charges. In the Company's judgment, excluding these charges allows investors to meaningfully trend, analyze and benchmark the performance of the Company's core operations. In addition, the Company believes that providing net income (loss) and earnings (loss) per diluted share excluding these charges provides a more meaningful comparison of the Company's operational performance in 2003 to the comparable periods in 2002. Many of the Company's internal performance measures exclude these charges to enable meaningful trending of core operating metrics over an extended period of time. The Company has provided within the earnings release a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The non-GAAP financial measures included in the Company's earnings release are intended to supplement the user's overall understanding of the Company's current financial performance and its prospects for the future. However, the non-GAAP financial measures are not intended to supercede or replace the Company's GAAP financial results. 2 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. GEHL COMPANY Date: October 24, 2003 By: /s/ Kenneth P. Hahn -------------------------------------- Kenneth P. Hahn Vice President of Finance and Chief Financial Officer 3 GEHL COMPANY Exhibit Index to Current Report on Form 8-K Dated October 24, 2003 Exhibit Number - ------- (99) Press Release of Gehl Company, dated October 24, 2003 EX-99 3 dkm516a.txt PRESS RELEASE [GRAPHIC OMITTED] Gehl Company Tel: 262/334-9461 143 Water Street Fax: 262/334-6603 P.O. Box 179 http://www.gehl.com West Bend, WI 53095-0179 USA Contact: Kenneth Hahn Chief Financial Officer 262-334-6632 News Release Gehl Reports Third Quarter 2003 Results; Net Sales 11% Higher Than Last Year; Announces The Pending Sale of Two Previously Closed Manufacturing Facilities WEST BEND, WI, October 24, 2003 - Gehl Company (NASDAQ NM: GEHL), a worldwide distributor and manufacturer of compact construction and agricultural equipment, today reported a net loss for the quarter ended September 27, 2003, of ($0.9) million, or ($.17) per diluted share, after giving effect to an after-tax asset impairment charge of $2.4 million, or $.44 per diluted share, and an after-tax charge of $0.1 million, or $.02 per diluted share, relating to the Company's previously announced closure and pending sales of its Lebanon, Pennsylvania and Owatonna, Minnesota manufacturing facilities. The Company reported net income of $0.2 million, or $.04 per diluted share, in the third quarter of 2002, after giving effect to an after-tax charge of $0.2 million, or $.04 per diluted share, relating to the Company's previously announced plant closures. By year-end, the Company expects to complete the sales of the two manufacturing facilities which were closed pursuant to a previously announced initiative undertaken to rationalize the Company's excess manufacturing capacity. The asset impairment charge recorded in the 2003 third quarter adjusts the book value of these manufacturing facilities, and certain related assets, to their net realizable value based on the pending sales. Excluding after-tax charges, net income for the third quarter of 2003 was $1.6 million, or $.29 per diluted share, compared to net income of $0.4 million, or $.08 per share, in the third quarter of 2002. ( M O R E) Gehl Company Gehl Reports Third Quarter 2003 Results, Net Sales 11% Higher Than Last Year October 24, 2003 page 2 Net sales were $60.5 million in the quarter ended September 27, 2003, compared to net sales of $54.6 million for the third quarter of 2002, an increase of 11%. William D. Gehl, Chairman & CEO, stated "Our operational results for the third quarter met our expectations. We have experienced a gradual strengthening of demand for our construction equipment, which has been offset, to a degree, by the slowness in our agricultural equipment segment." With respect to the pending sales of the manufacturing facilities, Mr. Gehl said "The impairment charge recognized during the third quarter reflects the state of the economy, in general, and the current industrial real estate market, in particular. The disposals of the facilities will conclude our plant rationalization program, which has resulted in improved overall operating efficiencies, and will enable us to eliminate the ongoing upkeep and carrying costs associated with these facilities." For the first nine months of 2003, Gehl reported net income of $1.8 million, or $.34 per diluted share, after giving effect to an after-tax asset impairment charge of $2.4 million, or $.44 per diluted share, and an after-tax charge of $0.3 million, or $.05 per diluted share, relating to the Company's previously announced closure and pending sales of two of its manufacturing facilities. The Company reported net income of $1.3 million, or $.25 per diluted share, in the first nine months of 2002, after giving effect to an after-tax charge of $0.5 million, or $.08 per diluted share, relating to the Company's previously announced plant closures. Excluding after-tax charges, net income for the first nine months of 2003 was $4.5 million, or $.83 per diluted share, compared to net income of $1.8 million, or $.33 per share, in the first nine months of 2002. Net sales were $187.5 million in the first nine months of 2003, compared to $181.3 million in the first nine months of 2002. The following tables provide a reconciliation of net income (loss) and earnings (loss) per diluted share reported in accordance with accounting principles generally (M O R E) Gehl Company Gehl Reports Third Quarter 2003 Results, Net Sales 11% Higher Than Last Year October 24, 2003 page 3 accepted in the United States of America (GAAP) to net income and earnings per diluted share excluding the asset impairment charge and other restructuring costs for the third quarter and first nine months of 2003 and 2002 (dollars in thousands, except per share amounts):
Third Quarter 2003 Third Quarter 2002 --------------------------------------- ----------------------------------- Net (Loss) (Loss) Earnings Net (Loss) Earnings Per Income Per Share Income Share --------------------------------------- ----------------------------------- GAAP - as reported ($903) ($.17) $223 $.04 Adjustments: Asset impairment 2,375 .44 - - Other restructuring costs 78 .02 216 .04 --------------------------------------- ----------------------------------- Excluding Adjustments $1,550 $.29 $439 $.08 ======================================= =================================== Nine Months 2003 Nine Months 2002 --------------------------------------- ----------------------------------- Earnings Per Earnings Per Net Income Share Net Income Share ------------------- ------------------- ------------------ ---------------- GAAP - as reported $1,846 $.34 $1,347 $.25 Adjustments: Asset impairment 2,375 .44 - - Other restructuring costs 264 .05 471 .08 ------------------- ------------------- ------------------ ---------------- Excluding Adjustments $4,485 $.83 $1,818 $.33 =================== =================== ================== ================
Construction Equipment Net Sales - -------------------------------- Gehl construction equipment segment net sales in the third quarter of 2003 were $38.8 million, a 23% increase from third quarter 2002 net sales of $31.5 million. Demand for telescopic handlers, compact excavators and compact track loaders, a product line introduced in the second quarter of 2002, was strong in the third quarter of 2003. In addition, the Company's attachment business and European subsidiary, Gehl Europe, had increased shipments that benefited the overall construction equipment segment net sales. Agricultural Equipment Net Sales - -------------------------------- Gehl agricultural equipment segment net sales in the third quarter of 2003 were $21.7 million, down from $23.1 million in the year-ago period. The decrease in (M O R E) Gehl Company Gehl Reports Third Quarter 2003 Results, Net Sales 11% Higher Than Last Year October 24, 2003 page 4 agricultural equipment segment net sales was primarily due to higher levels of sales discounts and incentives resulting from continued competitive pricing pressure. Increased net sales by the Company's attachment business, as well as higher shipments of hay tools, were offset by reduced shipments of other agricultural implements and skid loaders in the quarter. While milk prices increased during the third quarter to levels in excess of the year-ago period, the price increase was likely not a factor in the 2003 third quarter as it is just beginning to have a favorable impact on dairy farm income. Gross Margins and Expenses - -------------------------- For the third quarter of 2003, Gehl's gross margin was 21.7%, versus 21.5% during the same period in 2002. Gross margin for construction equipment was 24.8% for the third quarter, compared with 22.6% for the third quarter of 2002. The increase in the gross margin for the construction equipment segment was primarily the result of improved manufacturing efficiencies, the favorable effects of the 2002 Owatonna, Minnesota plant closure and the levels of discounts and sales incentives associated with the mix of products shipped. Gross margin for the agricultural equipment segment was 16.1%, compared with the 19.9% realized for the comparable period in 2002. The decrease in agricultural equipment gross margin was due to continued significant competitive pressure resulting in higher sales discounts and sales incentives, reduced production levels of agricultural implements, as well as a less favorable mix of product shipments. Selling, general and administrative expense levels in the third quarter of 2003 were $10.3 million, or 17.1% of net sales, compared to $10.1 million, or 18.6% of net sales, in the third quarter of 2002. Favorable foreign exchange transaction impacts and lower interest-related costs, such as costs of selling retail finance contracts receivable, due to the overall lower interest rate environment, benefited earnings in the third quarter of 2003. (M O R E) Gehl Company Gehl Reports Third Quarter 2003 Results, Net Sales 11% Higher Than Last Year October 24, 2003 page 5 Full Year Outlook - ----------------- The Company expects a modest improvement in the U.S. economy during the last quarter of the year. As a result, and combined with the actual results for the year to date, the Company expects to earn, excluding the asset impairment charge, in the range of $.78 to $.83 per diluted share in 2003. Including the asset impairment charge, the Company expects 2003 earnings to be in the range of $.34 to $.39 per diluted share. Forward Looking Statements - -------------------------- Certain statements included in this press release are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including the statements in the section entitled "Full Year Outlook," are forward-looking statements. When used in this press release, words such as the Company "believes," "anticipates," "expects", "estimates" or "projects" or words of similar meaning are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain 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 anticipated as of the date of this press release. Factors that could cause such a variance include, but are not limited to, a further delay in the expected general economic recovery, unanticipated changes in capital market conditions, the Company's ability to implement successfully its strategic initiatives, market acceptance of newly introduced products, the cyclical nature of the Company's business, the Company's and its customers' access to credit, competitive pricing, product initiatives and other actions taken by competitors, disruptions in production capacity, excess inventory levels, the effect of changes in laws and regulations (including government subsidies and international trade regulations), technological difficulties, changes in currency exchange rates or interest rates, unanticipated issues or costs associated with the sales of the Lebanon, Pennsylvania and Owatonna, Minnesota manufacturing facilities, the Company's ability to secure sources of liquidity necessary to fund its operations, changes in environmental laws, the impact of any acquisition effected by the Company, and employee and labor relations. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are only made as of the date of this release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. In addition, the Company's expectations for fiscal year 2003 are based in part on certain assumptions (M O R E) Gehl Company Gehl Reports Third Quarter 2003 Results, Net Sales 11% Higher Than Last Year October 24, 2003 page 6 made by the Company, including those relating to commodities prices, which are strongly affected by weather and other factors and can fluctuate significantly, housing starts and other construction activities, which are sensitive to, among other things, interest rates and government spending, and the performance of the U.S. economy generally. The accuracy of these or other assumptions could have a material effect on the Company's ability to achieve its expectations. About Gehl Company - ------------------ Gehl Company (Nasdaq NM: GEHL) is a manufacturer of compact equipment used worldwide in construction and agricultural markets. Founded in 1859, the Company is headquartered in West Bend, WI, with manufacturing facilities in West Bend, WI; and Madison and Yankton, SD. The Company markets its products under the Gehl(R)and Mustang(R)brand names. Mustang product information is available on the Mustang Manufacturing website (www.mustangmfg.com). CE Attachments, Inc. information is available at (www.ceattach.com). Gehl Company information is available at (www.gehl.com) or contact: Gehl Company, 143 Water Street, West Bend, WI 53095 (telephone: 262-334-9461). ( TABLES TO FOLLOW ) (M O R E) GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
For the Third Quarter Ended For the Nine Months Ended (unaudited) (unaudited) -------------------------------- ------------------------------ September 27, September 28, September 27, September 28, 2003 2002 2003 2002 ------------- ------------ ----------- ----------- NET SALES $ 60,465 $ 54,575 $ 187,547 $ 181,332 Cost of goods sold 47,346 42,867 147,699 142,038 ---------- ----------- ----------- ----------- GROSS PROFIT 13,119 11,708 39,848 39,294 Selling, general and administrative expenses 10,339 10,130 32,191 33,393 Asset impairment and other restructuring costs 3,716 333 3,997 725 ---------- ----------- ----------- ----------- Total operating expenses 14,055 10,463 36,188 34,118 (LOSS) INCOME FROM OPERATIONS (936) 1,245 3,660 5,176 Interest expense (908) (1,055) (2,791) (3,184) Interest income 418 527 1,449 1,507 Other income (expense), net 78 (373) 462 (1,426) ---------- ----------- ----------- ----------- (LOSS) INCOME BEFORE INCOME TAXES (1,348) 344 2,780 2,073 Income tax (benefit) provision (445) 121 934 726 ---------- ----------- ----------- ----------- NET (LOSS) INCOME $ (903) $ 223 $ 1,846 $ 1,347 ========== =========== =========== =========== (LOSS) EARNINGS PER SHARE Diluted $ (0.17) $ 0.04 $ 0.34 $ 0.25 Weighted average number of common shares and common stock equivalents 5,310 5,451 5,365 5,494 Basic $ (0.17) $ 0.04 $ 0.35 $ 0.25 Weighted average number of common shares 5,310 5,414 5,343 5,396
GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
September 27, 2003 December 31, 2002 September 28, 2002 (unaudited) (audited) (unaudited) ------------------ ----------------- ------------------- ASSETS Cash $ 2,212 $ 2,243 $ 2,339 Accounts receivable - net 112,843 97,627 106,133 Finance contracts receivable - net 5,973 4,701 2,897 Inventories 31,810 36,771 44,173 Deferred income taxes 8,469 8,469 10,171 Prepaid expenses and other current assets 8,905 3,203 1,981 ---------------- ----------------- --------------- Total current assets 170,212 153,014 167,694 Property, plant and equipment - net 34,866 46,697 47,088 Goodwill 11,748 11,696 12,556 Other assets 15,023 14,662 16,821 ---------------- ----------------- --------------- Total assets $ 231,849 $ 226,069 $ 244,159 ================ ================= =============== LIABILITIES AND SHAREHOLDERS' EQUITY Total current liabilities $ 59,653 $ 49,634 $ 53,386 Long-term debt obligations 50,631 56,135 72,360 Other long-term obligations 22,611 22,518 14,672 Deferred income taxes 1,190 1,644 2,460 Total shareholders' equity 97,764 96,138 101,281 ---------------- ----------------- --------------- Total liabilities and shareholders' equity $ 231,849 $ 226,069 $ 244,159 ================ ================= ===============
GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
For the Nine Months Ended (unaudited) ---------------------------------------------------- September 27, 2003 September 28, 2002 ------------------ ------------------ CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 1,846 $ 1,347 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,699 3,214 Amortization 40 173 Deferred income taxes (454) - Asset impairment (non-cash) 3,599 - Cost of sales of finance contracts (175) 1,608 Proceeds from the sales of finance contracts 82,455 73,816 Increase in finance contracts receivable (84,022) (69,178) Net change in remaining working capital items (6,963) (8,887) ---------------- ------------- Net cash provided by operating activities 25 2,093 CASH FLOW FROM INVESTING ACTIVITIES: Property, plant and equipment additions - net (1,226) (6,165) Other (113) 1,231 ---------------- ------------- Net cash used for investing activities (1,339) (4,934) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from revolving credit loans 2,999 5,068 Repayments of other borrowings - net (1,090) (2,167) Proceeds from issuance of common stock 102 544 Treasury stock purchases (728) (556) Other - 43 ---------------- ------------- Net cash provided by financing activities 1,283 2,932 Net (decrease) increase in cash (31) 91 Cash, beginning of period 2,243 2,248 ---------------- ------------- Cash, end of period $ 2,212 $ 2,339 ================ =============
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