-----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, CxPlds1AC/xQNV86eKgi+RgcFvOOcwuSxpg9L87p33NFOvt4lBVsPeJnb36oISzg 1CmeEFGjYdptmDAyPbDGKA== 0000897069-04-000451.txt : 20040223 0000897069-04-000451.hdr.sgml : 20040223 20040223164704 ACCESSION NUMBER: 0000897069-04-000451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040220 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040223 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: 04622448 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 cmw496.htm CURRENT REPORT

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): February 20, 2004

Gehl Company
(Exact name of 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 February 20, 2004.

Item 12.   Results of Operations and Financial Condition.

        On February 20, 2004, Gehl Company (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 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 fourth quarter and annual net income (loss) and earnings (loss) per diluted share, excluding a favorable fourth quarter tax adjustment and after-tax charges relating to the Company’s previously announced closure of two of its 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 and adjustment 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 and adjustment 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 and adjustment 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 supersede 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:  February 20, 2004
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 February 20, 2004

Exhibit
Number

(99)      Press Release of Gehl Company, dated February 20, 2004





















4

EX-99 3 cmw496a.htm PRESS RELEASE
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 COMPANY REPORTS IMPROVED 2003 RESULTS;
CONSTRUCTION SEGMENT SALES INCREASE 15%; EARNINGS PER DILUTED
SHARE OF $.49 AFTER ADJUSTMENTS UP FROM $.19

        WEST BEND, WI, February 20, 2004 – Gehl Company (NASDAQ NM: GEHL), a worldwide distributor and manufacturer of compact construction and agricultural equipment, today reported net sales for the year ended December 31, 2003 of $244.4 million, an increase of 5%, compared to $232.6 million recorded for the prior year. Net income for the year ended December 31, 2003 totaled $2.6 million, or $.49 per diluted share, which includes a favorable fourth quarter tax adjustment of $0.4 million, or $.07 per diluted share, and after-tax charges of $2.7 million, or $.50 per diluted share, relating to the Company’s previously announced closure of two of its manufacturing facilities. This compares to net income for 2002 of $1.0 million, or $.19 per diluted share, after giving effect to an after-tax charge of $0.6 million, or $.11 per diluted share, related to the Company’s plant closures.

        Excluding after-tax charges and the favorable tax adjustment, net income for the year ended December 31, 2003 was $4.9 million, or $.92 per diluted share, compared to $1.7 million, or $.30 per diluted share, in the prior year.

        For the quarter ended December 31, 2003, Gehl reported net sales of $56.9 million, an 11% increase, compared to $51.2 million for the fourth quarter of 2002. The Company reported net income for the quarter of $784,000, or $.14 per diluted share, after giving effect to a favorable fourth quarter tax adjustment related to finalization of prior year tax returns of $.4 million, or $.07 per diluted share, and an after-tax charge of $55,000, or $.01 per diluted share, relating to plant closures. The Company reported a net loss in the 2002 fourth quarter of $304,000, or $.06 per diluted share, which loss includes an after-tax charge of $149,000, or $.03 per diluted share, relating to plant closures.

(MORE)


Gehl Company
Gehl Reports 2003 Results
February 20, 2004
page 2

        Excluding after-tax charges and the favorable tax adjustment, net income for the 2003 fourth quarter was $439,000, or $.08 per diluted share, compared to a net loss of $155,000, or $.03 per diluted share, in the fourth quarter of 2002.

        “During the fourth quarter we experienced increased demand for our line of compact construction equipment and began to benefit from improved milk prices in our agricultural equipment segment”, said Gehl Company Chairman and CEO, William D. Gehl. Mr. Gehl said “At this point in early 2004, we expect these trends to continue as the U.S. economy continues to strengthen.”

        The following tables provide a reconciliation of net income (loss) and earnings (loss) per diluted share reported in accordance with accounting principles generally accepted in the United States of America (GAAP) to net income (loss) and earnings (loss) per diluted share excluding the tax adjustment, the asset impairment charge and other restructuring costs for the fourth quarter and year ending December 31, 2003 and 2002 (dollars in thousands, except per share amounts):

Fourth Quarter 2003
Fourth Quarter 2002
Net Income
Earnings Per
Share

Net Income
(Loss)

Earnings
(Loss) Per
Share

GAAP - as reported     $784   $.14    ($304 )  ($.06 )
Adjustments:  
   Other restructuring costs    55    .01    149    .03  
   Tax adjustment    (400 )  (.07 )  --    --  




Excluding Adjustments   $439   $.08    ($155 )  ($.03 )





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Gehl Company
Gehl Reports 2003 Results
February 20, 2004
page 3

Year Ending December 31, 2003
Year Ending December 31, 2002
Net Income
Earnings Per Share
Net Income
Earnings Per Share
GAAP - as reported     $2,630   $.49   $1,043   $.19  
Adjustments:  
   Asset impairment    2,375    .44    --    --  
   Other restructuring costs    317    .06    621    .11  
   Tax adjustment    (400 )  (.07 )  --    --  




Excluding Adjustments   $4,922   $.92   $1,664   $.30  




Construction Equipment Segment Net Sales

        Construction equipment segment net sales for the year ended December 31, 2003 were $155.5 million, a 15% increase from full year 2002 net sales of $135.1 million. Construction equipment segment net sales in the fourth quarter of 2003 were $36.8 million, a 14% increase from fourth quarter 2002 net sales of $32.2 million. The increase in construction equipment segment net sales was primarily due to strong demand throughout the year for compact track loaders, a new product line introduced in the second quarter of 2002, as well as increased demand for telescopic handlers and compact excavators in the second half of the year. In addition, the Company’s attachment business, CE Attachments, Inc., and European subsidiary, Gehl Europe, had increased shipments that benefited construction equipment segment net sales.

Agricultural Equipment Segment Net Sales

        Agricultural equipment segment net sales for the year ended December 31, 2003 were $88.9 million, down 9% from $97.5 million in the year-ago period. Agricultural equipment segment net sales for the fourth quarter of 2003 were $20.0 million, a 5% increase from $19.0 million in the year-ago period. Shipments of agricultural implements and skid loaders during the first nine months of 2003 were adversely impacted by low milk prices. Increases in milk prices during the 2003 third quarter resulted in increased agricultural implement shipments in the fourth quarter, partially offsetting the reduced sales in the first nine months of 2003. In addition, increased sales by the Company’s attachment business, as well as higher full year shipments of compact track loaders, introduced in the second quarter of 2002, partially offset reduced agricultural implement and skid loader shipments.

(MORE)


Gehl Company
Gehl Reports 2003 Results
February 20, 2004
page 4

Gross Margins and Expenses

        Gross margin was 21.0% for both the years ended December 31, 2003 and 2002. For the fourth quarter of 2003, gross margin was 20.4%, versus 18.6% during the same period in 2002. Gross margin for the construction equipment segment was 23.3% and 22.2% for the 2003 full year and fourth quarter periods, respectively, compared with 21.3% and 20.6% for the comparable periods of 2002, respectively. The increase in the gross margin for the construction equipment segment was primarily the result of improved manufacturing efficiencies, increased levels of production, the favorable effects of the 2002 Owatonna, Minnesota plant closure and various impacts associated with the mix of products shipped. Gross margin for the agricultural equipment segment was 17.1% and 17.0% for the 2003 full year and fourth quarter periods, respectively, compared with 20.5% and 15.4% for the comparable periods of 2002, respectively. The decrease in agricultural equipment gross margin for the 2003 full year was due to significant competitive pressure resulting in higher sales discounts and sales incentives, reduced production levels, as well as a less favorable mix of product shipments. The improvement in the agricultural equipment segment gross margin in the 2003 fourth quarter was due to a more favorable mix of product shipments and an increase in production levels in the quarter.

        Selling, general and administrative expenses were $42.5 million, or 17.4% of net sales, for the year ended December 31, 2003 compared to $42.7 million, or 18.4% of net sales, for the 2002 full year. For the 2003 fourth quarter, selling, general and administrative expenses were $10.3 million, or 18.1% of net sales, compared to $9.3 million, or 18.2% of net sales in the year-ago period. 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 2003 full year earnings.

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Gehl Company
Gehl Reports 2003 Results
February 20, 2004
page 5

Full Year Outlook

        Demand generally for compact construction equipment in the North American market during 2004 is expected to increase 5% to 7% over 2003 levels, while demand for agricultural implements in the North American market is expected to be flat compared to that of 2003.

        Based on the current market outlook, the Company’s 2004 net sales are expected to increase 8% to 10% over 2003 levels in both the construction and agricultural equipment segments. The growth in net sales is expected primarily from the sales of new products introduced in 2003 and in 2004, with most of the growth in shipments expected to occur in the first and second quarters as dealers’ orders for new products are fulfilled.

        Operating margins are expected to improve as the result of continued initiatives to reduce costs and improve efficiencies throughout the organization, higher production levels at the manufacturing facilities, a more favorable mix of product shipments, and improved price realization.

        Provided the general economic conditions continue to improve and the acceptance of newly introduced products occurs as anticipated, the Company expects to meet its projected sales levels and earn in the range of $1.20 to $1.40 per diluted share in 2004.

(MORE)


Gehl Company
Gehl Reports 2003 Results
February 20, 2004
page 6

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, any interruption 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, the Company’s ability to secure sources of liquidity necessary to fund its operations, changes in environmental laws, unanticipated difficulties or charges arising out of the proposed sale of the Company’s Owatonna, Minnesota facility, 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 2004 are based in part on certain assumptions 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 ® and Mustang ® 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 )

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GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)

For the Fourth Quarter Ended
For the Year Ended
December 31,
2003

December 31,
2002

December 31,
2003

December 31,
2002

NET SALES     $ 56,853   $ 51,233   $ 244,400   $ 232,565  
    Cost of goods sold    45,280    41,682    192,979    183,720  




GROSS PROFIT    11,573    9,551    51,421    48,845  

    Selling, general
  
     and administrative expenses    10,264    9,340    42,455    42,733  
    Asset impairment and other restructuring costs    83    230    4,080    955  




       Total operating expenses    10,347    9,570    46,535    43,688  

INCOME (LOSS) FROM OPERATIONS
    1,226    (19 )  4,886    5,157  

    Interest expense
    (857 )  (868 )  (3,648 )  (4,052 )
    Interest income    336    479    1,785    1,986  
    Other income (expense), net    (131 )  (60 )  331    (1,486 )





INCOME (LOSS) BEFORE INCOME TAXES
    574    (468 )  3,354    1,605  

    Income tax (benefit) provision
    (210 )  (164 )  724    562  





NET INCOME (LOSS)
   $ 784   $ (304 ) $ 2,630   $ 1,043  





EARNINGS (LOSS) PER SHARE
  

Diluted
   $ 0.14   $ (0.06 ) $ 0.49   $ 0.19  
    Weighted average number of common  
    shares and common stock equivalents    5,422    5,374    5,379    5,466  

Basic
   $ 0.15   $ (0.06 ) $ 0.49   $ 0.19  
    Weighted average number of common  
    shares    5,320    5,374    5,338    5,390  

GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)

December 31, 2003
December 31, 2002
ASSETS            
     Cash   $ 3,688   $ 2,243  
     Accounts receivable - net    92,474    97,627  
     Finance contracts receivable - net    4,155    4,701  
     Inventories    31,598    36,771  
     Deferred income taxes    7,128    8,469  
     Prepaid expenses and other current assets    4,503    4,807  


        Total current assets    143,546    154,618  

     Property, plant and equipment - net
    35,316    46,697  
     Goodwill    11,748    11,696  
     Other assets    12,744    14,662  



     Total assets
   $ 203,354   $ 227,673  



LIABILITIES AND SHAREHOLDERS' EQUITY
  
     Total current liabilities   $ 58,603   $ 51,992  
     Long-term debt obligations    26,538    56,135  
     Other long-term liabilities    18,471    21,764  
     Deferred income taxes    1,742    1,644  
     Total shareholders' equity    98,000    96,138  



     Total liabilities and shareholders' equity
   $ 203,354   $ 227,673  



GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)

For the Year Ended
December 31, 2003
December 31, 2002
CASH FLOW FROM OPERATING ACTIVITIES:            
     Net income   $ 2,630   $ 1,043  
     Adjustments to reconcile net income to net cash  
        provided by operating activities:  
           Depreciation    4,879    4,630  
           Amortization    44    183  
           Deferred income taxes    1,657    2,750  
           Asset impairment (non-cash)    3,599    --  
           Cost of sales of finance contracts    (104 )  1,763  
           Proceeds from the sales of finance contracts    121,783    102,120  
           Increase in finance contracts receivable    (119,172 )  (98,260 )
           Net change in remaining working capital items    15,813    2,539  


              Net cash provided by operating activities    31,129    16,768  

CASH FLOW FROM INVESTING ACTIVITIES:
  
     Property, plant and equipment additions    (3,034 )  (6,790 )
     Proceeds from the sale of property, plant and equipment    4,403    --  
     Other    (47 )  797  


        Net cash provided by (used for) investing activities    1,322    (5,993 )

CASH FLOW FROM FINANCING ACTIVITIES:
  
     Repayments of revolving credit loans    (21,037 )  (7,811 )
     Repayments of other borrowings - net    (9,556 )  (2,900 )
     Proceeds from issuance of common stock    316    623  
     Treasury stock purchases    (729 )  (692 )


        Net cash used for financing activities    (31,006 )  (10,780 )

     Net increase (decrease) in cash
    1,445    (5 )
     Cash, beginning of period    2,243    2,248  


     Cash, end of period   $ 3,688   $ 2,243  


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