10-Q

FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2007

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from .............. to ..............

Commission file number 0-18110

                               Gehl Company                               
(Exact name of registrant as specified in its charter)

Wisconsin	39-0300430
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)
143 Water Street, West Bend, WI	53095
(Address of principal executive office)	(Zip code)

                     (262) 334-9461                     
(Registrant’s telephone number, including area code)

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 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer _____      Accelerated filer    X         Non-accelerated filer _____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes _____      No    X    

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at June 30, 2007
Common Stock, $.10 Par Value	12,245,780

Gehl Company

FORM 10-Q

June 30, 2007

Report Index

		Page No.
PART I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations for the Three and Six month Periods
	Ended June 30, 2007 and 2006	3
	Condensed Consolidated Balance Sheets at June 30, 2007,
	December 31, 2006, and June 30, 2006	4
	Condensed Consolidated Statements of Cash Flows for the Six month Periods Ended
	June 30, 2007 and 2006	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	Other Information
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 6.	Exhibits	24
Signatures		25

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PART I – Financial Information

Item 1. Financial Statements

Gehl Company and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
Net sales	$	135,347		$	139,455		$	250,561		$	261,578
Cost of goods sold		105,807			109,332			195,257			205,203
Gross profit		29,540			30,123			55,304			56,375
Selling, general and administrative expenses		15,703			15,263			30,655			30,242
Income from operations		13,837			14,860			24,649			26,133
Interest expense		(1,168	)		(793	)		(2,077	)		(1,943	)
Interest income		1,098			793			2,106			2,044
Other expense, net		(302	)		(667	)		(1,346	)		(2,154	)
Income from continuing operations before income taxes		13,465			14,193			23,332			24,080
Provision for income taxes		4,646			4,808			8,050			8,309
Income from continuing operations		8,819			9,385			15,282			15,771
(Loss) income from discontinued operations, net of tax		(108	)		37			(268	)		(79	)
Loss on disposal of discontinued operations, net of tax		--			(112	)		--			(9,039	)
Net income	$	8,711		$	9,310		$	15,014		$	6,653
Diluted net income (loss) per share:
Continuing operations	$	0.71		$	0.75		$	1.23		$	1.27
Discontinued operations		(0.01	)		(0.01	)		(0.02	)		(0.73	)
Total diluted net income
per share	$	0.70		$	0.75		$	1.20		$	0.53
Basic net income (loss) per share:
Continuing operations	$	0.73		$	0.78		$	1.26		$	1.31
Discontinued operations		(0.01	)		(0.01	)		(0.02	)		(0.76	)
Total basic net income
per share	$	0.72		$	0.77		$	1.24		$	0.55

The accompanying notes are an integral part of the financial statements.

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Gehl Company and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except share data)

	June 30, 2007			December 31, 2006			June 30, 2006
Assets
Cash	$	5,039		$	6,892		$	6,117
Accounts receivable - net		233,498			187,582			202,768
Finance contracts receivable - net		10,034			8,371			16,649
Inventories		42,346			48,649			41,305
Assets of discontinued operations - net (Note 3)		2,132			3,783			10,222
Retained interest in sold finance contracts receivable		37,673			20,318			17,722
Deferred income tax assets		9,688			9,128			12,074
Prepaid expenses and other current assets		5,132			6,310			3,385
Total current assets		345,542			291,033			310,242
Property, plant and equipment - net		33,421			32,415			29,577
Goodwill		11,748			11,748			11,748
Other assets		32,568			29,914			21,805
Total assets	$	423,279		$	365,110		$	373,372
Liabilities and Shareholders' Equity
Current portion of long-term debt obligations	$	212		$	271		$	262
Short-term debt obligations		49,997			25,000			1,791
Accounts payable		52,768			39,708			58,665
Liabilities of discontinued operations (Note 3)		287			387			1,013
Accrued and other current liabilities		28,266			24,138			30,830
Total current liabilities		131,530			89,504			92,561
Long-term debt obligations		23,863			25,183			46,805
Other long-term liabilities		20,398			19,642			15,366
Total long-term liabilities		44,261			44,825			62,171
Common stock, $.10 par value, 25,000,000 shares
authorized, 12,245,780, 12,197,037 and 12,154,909
shares outstanding, respectively		1,225			1,220			1,215
Preferred stock, $.10 par value, 2,000,000 shares
authorized, 250,000 shares designated as Series A
preferred stock, no shares issued		--			--			--
Capital in excess of par		86,187			85,006			82,421
Retained earnings		171,341			156,796			143,942
Accumulated other comprehensive loss		(11,265	)		(12,241	)		(8,938	)
Total shareholders' equity		247,488			230,781			218,640
Total liabilities and shareholders' equity	$	423,279		$	365,110		$	373,372

The accompanying notes are an integral part of the financial statements.

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Gehl Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)

	Six Months Ended
	June 30, 2007			June 30, 2006
Cash Flows from Operating Activities
Net income	$	15,014		$	6,653
Adjustments to reconcile net income to net cash
(used for) provided by operating activities:
Loss on discontinued operations (non-cash), net of taxes		--			7,593
Depreciation and amortization		2,577			2,581
Compensation expense for share-based payments		948			753
Cost of sales of finance contracts		823			1,894
Proceeds from sales of finance contracts		69,818			102,944
Increase in finance contracts receivable		(72,304	)		(85,594	)
Increase in retained interest in sold finance contracts		(18,413	)		(10,747	)
(Decrease) increase in cash due to changes in:
Accounts receivable - net		(43,975	)		(40,238	)
Inventories		6,790			2,180
Accounts payable		12,764			12,922
Remaining working capital items		3,604			7,214
Net cash (used for) provided by operating activities		(22,354	)		8,155
Cash Flows from Investing Activities
Property, plant and equipment additions		(3,576	)		(1,964	)
Proceeds from the sale of property, plant and equipment		50			10
(Increase) decrease in other assets		(4	)		39
Net cash used for investing activities		(3,530	)		(1,915	)
Cash Flows from Financing Activities
Repayments on revolving credit loans		(1,272	)		(5,180	)
Proceeds from (repayments on) short-term borrowings		24,997			(971	)
Repayments of other borrowings		(107	)		(70	)
Proceeds from exercise of stock options		413			1,256
Net cash provided by (used for) financing activities		24,031			(4,965	)
Net (decrease) increase in cash		(1,853	)		1,275
Cash, beginning of period		6,892			4,842
Cash, end of period	$	5,039		$	6,117
Supplemental disclosure of cash flow information:
Cash paid for the following:
Interest	$	2,042		$	2,077
Income taxes	$	5,562		$	4,261

The accompanying notes are an integral part of the financial statements.

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Gehl Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2007
(Unaudited)

Note 1 – Basis of Presentation

        The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

        In the opinion of management, the information furnished for the three and six month periods ended June 30, 2007 and June 30, 2006 include all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results of operations and financial position of the Company. Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net income. Due, in part, to the seasonal nature of the Company’s business, the results of operations for the three and six month periods ended June 30, 2007 are not necessarily indicative of the results to be expected for the entire year.

        It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.

Note 2 – Significant Accounting Policies

Accounting Pronouncements: In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which prescribes a recognition threshold and measurement process for recording, in the financial statements, uncertain tax positions taken or expected to be taken in a tax return. In addition, FIN 48 provides guidance on the recognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company adopted FIN 48 effective January 1, 2007. The impact of the adoption on the Condensed Consolidated Financial Statements as of January 1, 2007, was an increase in total assets of $0.4 million, an increase in total liabilities of $0.9 million and a decrease in shareholders’ equity of $0.5 million.

        In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Plans and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”), which requires employers to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare and other postretirement plans in their financial statements.  In addition, SFAS No. 158 requires companies to measure plan assets and liabilities as of the end of a fiscal year rather than a date within 90 days of the end of the fiscal year.  The Company adopted SFAS No. 158 effective December 31, 2006, except for the change in measurement date provisions which are not effective until 2008. The impact of the adoption at December 31, 2006, was a decrease in total assets of $0.4 million, an increase in total liabilities of $5.3 million and a decrease in shareholders’ equity, net of tax, of $3.7 million.

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Note 3 – Discontinued Operations

        During March 2006, the Company decided to discontinue the manufacturing and distribution of agricultural implement products. The agricultural implement business included one manufacturing facility and related manufacturing machinery and equipment. The reduction in headcount totaled 140 employees which included both manufacturing and administrative positions related to the agricultural implements business. As a result of this action, the Condensed Consolidated Financial Statements and related notes have been restated to present the results of the agricultural implement business as a discontinued operation.

        The discontinuation of the agricultural implement business resulted in an after-tax charge to the Company’s earnings for the six month period ended June 30, 2006 of $9.0 million, or $0.73 per diluted share. Of the $9.0 million charge, $8.9 million, or $0.72 per diluted share, was recorded in the three month period ended March 31, 2006 and $0.1 million, or $0.01 per diluted share, was recorded in the three month period ended June 30, 2006. The after-tax charge is comprised of non-cash asset impairment charges of $7.1 million related to agricultural implement field and factory inventory and certain property, plant and equipment, and cash charges related to severance and other employee termination costs of $1.9 million. There was no charge to the Company’s earnings for the six months ended June 30, 2007.

The following table summarizes the pre-tax charge associated with the discontinued operation (in thousands):

	Employee Severance and Related Benefits			Asset Impairment			Total
Pre-tax charge	$	2,894		$	11,682		$	14,576
Change in estimate		--			(669	)		(669	)
Non-cash adjustments		(680	)		(11,013	)		(11,693	)
Cash payments		(1,201	)		--			(1,201	)
Balance at June 30, 2006		1,013			--			1,013
Pre-tax charge		--			(2,580	)		(2,580	)
Non-cash adjustments		--			2,580			2,580
Cash payments		(626	)		--			(626	)
Balance at December 31, 2006		387			--			387
Pre-tax charge		--			--			--
Non-cash adjustments		--			--			--
Cash payments		(100	)		--			(100	)
Balance at June 30, 2007	$	287		$	--		$	287

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        The Company has reflected the results of its agricultural implements business as discontinued operations in the Condensed Consolidated Statements of Operations. Summary results of operations for the agricultural implements business were as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
Net sales	$	(8	)	$	3,356		$	151		$	10,419
Pretax (loss) income from
discontinued operations		(167	)		58			(413	)		(121	)
Pretax loss on disposal of
discontinued operations		--			(174	)		--			(13,907	)
Income tax benefit		(59	)		(41	)		(145	)		(4,910	)
Net loss from discontinued operations	$	(108	)	$	(75	)	$	(268	)	$	(9,118	)

        The assets of the agricultural implements business are reflected as net assets of discontinued operations in the Condensed Consolidated Balance Sheets and were as follows (in thousands):

	June 30, 2007			December 31, 2006		June 30, 2006
Accounts receivable, net	$	(53	)	$	1,331	$	7,031
Inventories		320			587		676
Property, plant, and equipment, net		1,865			1,865		2,515
Assets of discontinued operations, net	$	2,132		$	3,783	$	10,222

Note 4 – Income Taxes

        The income tax provision is determined by applying an estimated annual effective income tax rate to income before income taxes. The estimated annual effective income tax rate is based on the most recent annualized forecast of pretax income, permanent book/tax differences and tax credits.

        The Company and its subsidiaries file income tax returns in the U.S. Federal jurisdiction, and various state and foreign jurisdictions. Effective January 1, 2007, the Company adopted FIN 48. In accordance with FIN 48, the Company recognized a cumulative-effect adjustment of $0.5 million, increasing its liability for unrecognized tax benefits along with related interest and penalties, and reducing the January 1, 2007 balance of retained earnings.

        At January 1, 2007, the Company had $2.5 million in unrecognized tax benefits, the recognition of which would have an effect of $2.5 million on the effective tax rate. At June 30, 2007, the Company had unrecognized tax benefits of $2.8 million, which would have an effect of $2.8 million on the effective tax rate. The Company does not believe it is reasonably possible that its unrecognized tax benefits will significantly change within the next twelve months.

        The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. At January 1, 2007 and June 30, 2007, the Company had accrued $0.2 million and $0.3 million, respectively, for the potential payment of interest and $0.5 million for the potential payment of penalties.

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        As of January 1, 2007 and June 30, 2007, the Company was subject to U.S. Federal income tax examinations for the tax years 2005 through 2006, and to non-U.S. income tax examinations for the tax years 2004 through 2006. In addition, the Company is subject to state and local income tax examinations for the tax years 2001 through 2006.

Note 5 – Finance Contracts Receivable Financing

        In March 2006, the Company entered into an asset securitization facility (the “Securitization Facility”) with a financial institution (the “Purchaser”) whereby the Company can sell, through a revolving securitization facility, up to $300 million of retail and fleet installment sale contracts (“installment sale contracts” or “finance contracts receivable”). The Securitization Facility has a final maturity date in March 2009, subject to annual renewal by the Purchaser. Under the Securitization Facility, the Company sells portfolios of its finance contracts receivable to a wholly-owned, bankruptcy-remote special purpose subsidiary (“SPE”) which, in turn, sells each such portfolio to a wholly-owned bankruptcy-remote special purpose subsidiary of the SPE. The wholly-owned bankruptcy-remote special purpose subsidiary of the SPE sells a participating interest in each such portfolio of finance contracts receivable to the Purchaser (maximum 90% of the discounted value of the finance contract receivable portfolio). The Purchaser has no recourse against the Company for uncollectible finance contracts receivable, if any; however, the Company’s retained interest in the portfolio of finance contracts receivable is subordinate to the Purchaser’s interest. The Company has retained collection and administrative responsibilities for each sold portfolio of finance contracts receivable. The Company incurred one-time transaction costs of $0.7 million in 2006 which were included in other expense in the accompanying Condensed Consolidated Statement of Operations, related to the implementation of the Securitization Facility.

        The Securitization Facility replaced the previous $150 million revolving securitization facility the Company terminated in February 2006. The participating interest in finance contracts receivable that had been sold under the previous securitization facility was purchased by the Purchaser in March 2006.

        The following summarizes the Company’s sales of retail finance contracts receivable through asset securitization facilities (in thousands):

	For the Six Months Ended
	June 30, 2007		June 30, 2006
Value of contracts sold	$	74,816	$	96,606
Cash received on sales of contracts		55,733		82,849
Retained interest in contracts sold		55,541		28,618
Cost of sales of finance contracts	$	596	$	1,345

        The Company’s retained interest is recorded at fair value, which is calculated based on the present value of estimated future cash flows and reflects prepayment and loss assumptions, which are based on historical results. At June 30, 2007, the fair value of the retained interest was calculated using an interpolated risk-free rate of return of 4.87% based on U.S. Treasury rates, an approximate 17 month weighted-average prepayable portfolio life and an approximate 1.0% annual loss rate. Changes in any of these assumptions could affect the calculated value of the retained interest. A 10% increase in the discount rate would decrease the fair value of the retained interest by $0.3 million. A 10% increase in the annual loss rate would decrease the fair value of the retained interest by $0.9 million. Retained interest of $37.7 million, $20.3 million and $17.7 million was included in current assets at June 30, 2007, December 31, 2006 and June 30, 2006, respectively, and $17.8 million, $16.8 million and $10.9 million was included in other assets in the accompanying Condensed Consolidated Balance Sheet at June 30, 2007, December 31, 2006 and June 30, 2006, respectively.

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        The total credit capacity under the 2006 Securitization Facility is $300 million, with an outstanding note balance of $203.3 million at June 30, 2007. Finance contracts receivable sold and being serviced by the Company totaled $259.5 million at June 30, 2007. Of the $259.5 million in sold contracts receivable, $14.7 million were greater than 60 days past due at June 30, 2007. There were no credit losses on contracts sold through the Securitization Facility during the three and six month periods ended June 30, 2007. The Company received $1.2 and $0.6 million in service fee income during the six months ended June 30, 2007 and 2006, respectively.

        In addition to the sale of finance contracts receivable through the Securitization Facility, the Company sold finance contracts through limited recourse arrangements during 2007 and 2006. Based on the terms of these sales, recourse to the Company is limited to 5% of the sold portfolio of finance contracts receivable. Amounts to cover potential losses on these sold finance contracts receivable are included in the allowance for doubtful accounts. The following table summarizes the Company’s sales of finance contracts receivable through these arrangements for the six months ended June 30, 2007, and 2006 (in thousands):

	2007		2006
Value of contracts sold	$	14,312	$	20,644
Cash received on sales of contracts		14,085		20,095
Cost of sales of finance contracts	$	227	$	549

        At June 30, 2007, the Company serviced $375.5 million finance contracts receivable of which $259.5 million, $77.6 million and $18.9 million were sold through the Securitization Facility, limited recourse arrangements and full recourse arrangements, respectively.

        The finance contracts require periodic installments of principal and interest over periods of up to 66 months, with interest rates based on market conditions. The Company has retained the servicing of substantially all of these contracts which generally have maturities of 12 to 60 months.

        The sales of finance contracts receivable were accounted for as a sale in accordance with SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities—a Replacement of FASB Statement No. 125.” Sales of finance contracts receivable are reflected as a reduction of finance contracts receivable in the accompanying Condensed Consolidated Balance Sheets and the proceeds received are included in cash flows from operating activities in the accompanying Condensed Consolidated Statement of Cash Flows.

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Note 6 – Inventories

        If all of the Company’s inventories had been valued on a current cost basis, which approximated FIFO value, estimated inventories by major classification would have been as follows (in thousands):

	June 30, 2007			December 31, 2006			June 30, 2006
Raw materials and supplies	$	21,472		$	22,120		$	17,081
Work-in-process		2,070			3,044			2,377
Finished machines and parts		48,456			53,137			49,977
Total current cost value		71,998			78,301			69,435
Adjustment to LIFO basis		(29,652	)		(29,652	)		(28,130	)
	$	42,346		$	48,649		$	41,305

Note 7 – Product Warranties and Other Guarantees

        In general, the Company provides warranty coverage on equipment for a period of up to twelve months. The Company’s reserve for warranty claims is established based on the best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. The Company records warranty expense as a component of selling, general and administrative expense. While the Company’s warranty costs have historically been within its calculated estimates, it is possible that future warranty costs could differ from those estimates. The changes in the carrying amount of the Company’s total product warranty liability for the six month periods ended June 30, 2007 and 2006 were as follows (in thousands):

Six months ended	June 30, 2007			June 30, 2006
Beginning balance	$	5,778		$	5,892
Accruals for warranties issued during the period		2,852			3,692
Accruals related to pre-existing warranties
(including changes in estimates)		(148	)		(49	)
Settlements made (in cash or in kind) during the period		(2,325	)		(3,383	)
Ending balance	$	6,157		$	6,152

Note 8 – Employee Retirement Plans

        The Company sponsors two qualified defined benefit pension plans (“pension plans”) for certain of its employees. The following table provides disclosure of the net periodic benefit cost (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
Service cost	$	160		$	171		$	320		$	342
Interest cost		724			724			1,448			1,448
Expected return on plan assets		(857	)		(838	)		(1,714	)		(1,675	)
Amortization of prior service cost		3			16			6			32
Amortization of net loss		240			297			480			594
Net periodic benefit cost	$	270		$	370		$	540		$	741

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        The Company recorded a $0.7 million pension curtailment loss related to discontinued operations in 2006 (see Note 3, “Discontinued Operations”). The Company anticipates making $0.1 million of contributions to the pension plans during 2007. No contributions were made during the three or six month periods ended June 30, 2007.

        The Company maintains an unfunded non-qualified supplemental retirement benefit plan for certain management employees. The following table provides disclosure of the net periodic benefit cost (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006
Service cost	$	137	$	101	$	274	$	203
Interest cost		113		86		226		173
Amortization of prior service cost		25		23		50		46
Amortization of net loss		25		19		50		38
Net periodic benefit cost	$	300	$	229	$	600	$	460

        The Company provides postemployment benefits to certain retirees, which includes subsidized health insurance benefits for early retirees prior to their attaining age 65. The following table provides disclosure of the net periodic benefit cost (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006
Service cost	$	32	$	26	$	64	$	51
Interest cost		30		27		60		53
Amortization of transition obligation		6		5		12		11
Amortization of net loss		13		13		26		26
Net periodic benefit cost	$	81	$	71	$	162	$	141

Note 9 – Shareholders’ Equity

        The Company maintains equity incentive plans for certain of its directors, officers and key employees. The Company currently has three primary equity incentive plans: the 2004 Equity Incentive Plan, the 2000 Equity Incentive Plan and the 1995 Stock Option Plan. The 2004 Equity Incentive Plan, which was adopted in April 2004 and amended in April 2006, authorizes the granting of awards with respect to up to 737,500 shares of the Company’s common stock. During April 2000, the 2000 Equity Incentive Plan was adopted, which authorizes the granting of awards with respect to up to 812,771 shares of the Company’s common stock. An award is defined within the 2004 and 2000 Equity Incentive Plan as a stock option, a stock appreciation right, restricted stock or a performance share. In April 1996, the 1995 Stock Option Plan was adopted, which authorizes the granting of options to purchase up to 726,627 shares of the Company’s common stock. These plans provide that options be granted at an exercise price not less than fair market value on the date the options are granted and that the options generally vest ratably over a period not exceeding three years after the grant date. The option period may not be more than ten years after the grant date.

        In the three month period ended June 30, 2007, the Company awarded 21,000 stock options to purchase common stock to directors. There were no options issued in the first quarter of 2007. In the three and six month periods ended June 30, 2006, the Company awarded 21,000 and 129,284 stock options, respectively, to purchase common stock to certain officers, key employees and directors. Awards of stock options under the plans are subject to certain vesting requirements and are accounted for using the fair value based method. In the six months ended June 30, 2007, the Company awarded 132,087 stock appreciation rights to certain key employees at the fair market value on the grant date. There were no stock appreciation rights issued in the three months ended June 30, 2007, or the six months ended June 30, 2006. The stock appreciation rights can only be settled in cash and are subject to certain vesting requirements.

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        In 2007 and 2006, the Company awarded restricted shares under the 2004 Equity Incentive Plan to certain key employees. Awards of restricted stock under the plan are subject to certain vesting requirements. There were 25,118 and 26,257 restricted shares awarded in the six months ended June 30, 2007 and 2006, respectively, with an average fair market value of $28.68 and $34.04 per share. Compensation expense related to restricted stock awards is based upon the market price at the date of award and is charged to earnings over the vesting period.

Note 10 – Net Income Per Share and Comprehensive Income

        Basic net income per common share is computed by dividing net income by the weighted- average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares and, if applicable, common stock equivalents that would arise from the exercise of stock options. A reconciliation of the shares used in the computation of earnings per share follows (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006
Basic shares		12,132		12,043		12,121		11,994
Effect of options and unvested
restricted stock		345		447		343		462
Diluted shares		12,477		12,490		12,464		12,456

        For the three and six months ended June 30, 2007, 146,284 options to purchase common shares were antidilutive and, accordingly, excluded from the effect of options and unvested restricted stock in the calculation of diluted earnings per share. For the three and six months ended June 30, 2006, 129,284 options to purchase common shares were antidilutive.

The components of comprehensive income are as follows (in thousands):

	Six Months Ended
	June 30, 2007		June 30, 2006
Net income	$	15,014	$	6,653
Foreign currency translation
adjustments		373		640
Amortization of pension losses, net of tax		406		--
Unrealized gains (losses), net of tax		128		549
Other comprehensive gain (loss)		907		1,189
Comprehensive income	$	15,921	$	7,842

Note 11 – Business Segments

        SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes the standards for reporting information about operating segments in financial statements.  Historically the Company had two operating and reportable segments, construction equipment and agricultural equipment.  The products in the historical agricultural equipment segment included material handling equipment (skid loaders, telescopic handlers, compact excavators, compact track loaders and all-wheel-loaders) and agricultural implement products for haymaking, forage harvesting, feedmaking and manure handling.  In the first quarter of 2006, the Company re-evaluated its operating and reportable segments in connection with the discontinuation of the manufacturing and distribution of its agricultural implement business and determined that it now has only one operating and reportable segment.  Sales of material handling equipment that were previously included in the agricultural equipment segment and sales that were previously included in the construction equipment segment are now combined for both internal and external reporting purposes.

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Note 12 – Financial Instruments

        The Company selectively uses interest rate swaps and foreign currency forward contracts to reduce market risk associated with changes in interest rates and the value of the U.S Dollar versus the Euro. The use of derivatives is restricted to those intended for hedging purposes.

        In 2005, the Company entered into an interest rate swap agreement with a third party financial institution to exchange variable rate interest obligations for fixed rate obligations without the exchange of the underlying principal amounts. Effective January 2006, under this agreement, the Company’s variable to fixed rate obligations are an aggregate swapped notional amount of $40 million through January 2008. The aggregate notional amount of the swap decreases to $30 million effective January 2008, $20 million effective January 2009, $10 million effective January 2010 and expires in January 2011. The Company pays a 4.89% fixed interest rate under the swap agreement and receives a 30 day LIBOR variable rate. The referenced 30 day LIBOR rate was 5.32% at June 30, 2007. The variable to fixed interest rate swap is an effective cash-flow hedge. The fair value of the swap totaled $293,000 at June 30, 2007 and was recorded on the Condensed Consolidated Balance Sheets, with changes in fair value included in other comprehensive income.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006

Net Sales

        Net sales in the three months ended June 30, 2007 (“2007 second quarter”) were $135.3 million compared to $139.5 million in the three months ended June 30, 2006 (“2006 second quarter”), a decrease of $4.1 million, or 3%. Net sales remained solid, impacted by increased international sales and telescopic handler market share gains. International shipments of the Company’s skid loaders, including shipments of skid loaders by the Company’s European subsidiary, Gehl Europe, increased 24% from the 2006 second quarter. Shipments of all products from the Company’s European subsidiary, Gehl Europe, increased 27% in the second quarter of 2007. Along with the increase in shipments noted above, net sales were impacted by approximately 4 percentage points due to price increases during 2006 and 2007. These increases in shipments and pricing were offset by a 30% and 11% reduction in shipments of compact track loaders and North American skid loaders, respectively, during the 2007 second quarter as a result of continued softness in the North American housing market.

        Of the Company’s total net sales reported for the 2007 second quarter, $35.7 million were made to customers residing outside of the United States compared with $29.3 million in the 2006 second quarter. The increase in export sales was primarily due to increased sales of skid loaders by the Company’s European subsidiary, Gehl Europe. Skid loader shipments outside of North America increased to 44% of total Company skid loader sales versus 36% a year earlier.

Gross Profit

        Gross profit was $29.5 million in the 2007 second quarter compared to $30.1 million in the 2006 second quarter, a decrease of $0.6 million, or 2%. Gross profit as a percentage of net sales (“gross margin”) was 21.8% in the 2007 second quarter compared to 21.6% in the 2006 second quarter. The increase in gross profit as a percentage of sales was primarily driven by the favorable impact the Company continues to realize as a result of its added supply chain resources and investments in state-of-the-art manufacturing equipment.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses were $15.7 million, or 11.6% of net sales, in the 2007 second quarter compared to $15.3 million, or 10.9% of net sales, in the 2006 second quarter. The increase in selling, general and administrative expenses as a percentage of net sales primarily reflects planned incremental investments in research and development and information technology projects totaling $0.9 million in the 2007 second quarter.

Income from Operations

        Income from operations in the 2007 second quarter was $13.8 million, or 10.2% of net sales, compared to income from operations of $14.9 million, or 10.7% of net sales, in the 2006 second quarter, a decrease of $1.0 million, or 7%.

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Interest Expense

        Interest expense was $1.2 million in the 2007 second quarter compared to $0.8 million in the 2006 second quarter, an increase of $0.4 million. The increase in interest expense was due to an increase in the average outstanding debt during the 2007 second quarter compared to the 2006 second quarter (see “Financial Condition” below for discussion of changes in outstanding debt).

Interest Income

        Interest income was $1.1 million in the 2007 second quarter compared to $0.8 million in the 2006 second quarter, an increase of $0.3 million. This increase was primarily due to the increase in average accounts receivable balances in the 2007 second quarter compared to the 2006 second quarter.

Net Other Expense

        The Company recorded net other expense of $0.3 million and $0.7 million in the 2007 second quarter and 2006 second quarter, respectively. The change in net other expense was primarily due to a $0.8 million reduction in the loss on sale of finance contracts receivable in the 2007 second quarter compared to the 2006 second quarter. This decrease was partially offset by foreign currency losses in the 2007 second quarter compared to foreign currency gains in the 2006 second quarter.

Income from Continuing Operations

        Income from continuing operations in the 2007 second quarter was $8.8 million, or 6.5% of net sales, compared to income from continuing operations of $9.4 million, or 6.7% of net sales, in the 2006 second quarter, a decrease of $0.6 million, or 6%.

(Loss) Income from Discontinued Operations, Net of Tax

        The Company recorded a loss from discontinued operations, net of tax of $108,000 in the 2007 second quarter compared to income from discontinued operations, net of tax of $37,000 in the 2006 second quarter.

Loss on Disposal of Discontinued Operations, Net of Tax

        The Company recorded an additional $112,000 loss on the disposal of discontinued operations, net of tax in the 2006 second quarter. There was no loss on disposal of discontinued operations for the 2007 second quarter.

Net Income

        The Company recorded net income in the 2007 second quarter of $8.7 million compared to net income of $9.3 million in the 2006 second quarter, a decrease of $0.6 million, or 6%.

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Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006

Net Sales

        Net sales in the six months ended June 30, 2007 (“2007 six months”) were $250.6 million compared to $261.6 million in the six months ended June 30, 2006 (“2006 six months”), a decrease of $11.0 million, or 4%. Net sales, in general, were favorably impacted by the continued strength of the Company’s international markets and telescopic handler market share gains. International shipments of the Company’s skid loaders, including shipments of skid loaders by the Company’s European subsidiary, Gehl Europe, increased 29% from the 2006 six months. Shipments of all products from the Company’s European subsidiary, Gehl Europe, increased 29% in the 2007 six months. Along with the increase in shipments noted above, net sales were impacted by approximately 4 percentage points due to price increases during 2006 and 2007. These increases in shipments and pricing were offset by a 28% and 14% reduction in shipments of compact track loaders and North American skid loaders, respectively, during the 2007 six months as a result of softness in the North American housing market.

        Of the Company’s total net sales reported for the 2007 six months, $67.7 million were made to customers residing outside of the United States compared with $52.9 million in the 2006 six months. The increase in export sales was primarily due to increased sales of skid loaders by the Company’s European subsidiary, Gehl Europe. Skid loader shipments outside of North America increased to 45% of total Company skid loader sales versus 35% a year earlier.

Gross Profit

        Gross profit was $55.3 million in the 2007 six months compared to $56.4 million in the 2006 six months, a decrease of $1.1 million, or 2%. Gross margin was 22.1% in the 2007 six months compared to 21.6% in the 2006 six months. The increase in gross profit as a percentage of sales was primarily driven by favorable product mix, as well as the favorable impact the Company continues to realize as a result of its added supply chain resources and investments in state-of-the-art manufacturing equipment.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses were $30.7 million, or 12.2% of net sales, in the 2007 six months compared to $30.2 million, or 11.6% of net sales, in the 2006 six months. The increase in selling, general and administrative expenses as a percentage of net sales primarily reflects planned incremental investments in research and development and information technology projects totaling $1.3 million in the 2007 six months.

Income from Operations

        Income from operations in the 2007 six months was $24.6 million, or 9.8% of net sales, compared to income from operations of $26.1 million, or 10.0% of net sales, in the 2006 six months, a decrease of $1.5 million, or 6%.

Interest Expense

        Interest expense was $2.1 million in the 2007 six months compared to $1.9 million in the 2006 six months, an increase of $0.1 million. The increase in interest expense was due to an increase in the average outstanding debt during the 2007 six months compared to the 2006 six months (see “Financial Condition” below for discussion of changes in outstanding debt).

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Interest Income

        Interest income was $2.1 million in the 2007 six months compared to $2.0 million in the 2006 six months, an increase of $0.1 million. This increase was primarily due to the increase in average accounts receivable balances in the 2007 six months compared to the 2006 six months.

Net Other Expense

        The Company recorded net other expense of $1.3 million and $2.2 million in the 2007 six months and 2006 six months, respectively. The change in net other expense was primarily due to a $1.1 million decrease in the loss on sale of finance contracts receivable in the 2007 six months and $0.7 million in securitization facility structuring costs incurred during the 2006 six months. These decreases were partially offset by foreign currency losses recorded in the 2007 six months of $0.4 million versus foreign currency gains in the 2006 six months of $0.5 million.

Income from Continuing Operations

        Income from continuing operations in the 2007 six months was $15.3 million, or 6.1% of net sales, compared to income from continuing operations of $15.8 million, or 6.0% of net sales, in the 2006 six months, a decrease of $.5 million, or 3%.

Loss from Discontinued Operations, Net of Tax

        The Company recorded a loss from discontinued operations, net of tax of $268,000 in the 2007 six months compared to a loss from discontinued operations, net of tax of $79,000 in the 2006 six months.

Loss on Disposal of Discontinued Operations, Net of Tax

        The Company recorded a $9.0 million loss on the disposal of discontinued operations, net of tax in the 2006 six months. There was no loss on disposal of discontinued operations for the 2007 six months.

Net Income

        The Company recorded net income in the 2007 six months of $15.0 million compared to net income of $6.7 million in the 2006 six months. The 2006 six months net income included a $9.0 million loss on disposal of discontinued operations noted above.

Financial Condition

Working Capital

        The Company’s working capital was $214.0 million at June 30, 2007 as compared to $201.5 million at December 31, 2006 and $217.7 million at June 30, 2006. The change in working capital at June 30, 2007 from December 31, 2006 was primarily due to increases in accounts receivable and the current portion of retained interest from the sale of finance contracts. These increases in working capital were partially offset by an increase in accounts payable. Accounts receivable increased from December 31, 2006 primarily due to increased shipments during the 2007 six months to national account customers carrying longer terms, which were primarily driven by continued market share gains in telehandlers. The current portion of retained interest in sold finance contracts increased from December 31, 2006 due to an increase in the total portfolio balance of contracts in the Securitization Facility. The increase in accounts payable was due to increased production resulting from strong shipments.

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        The change in working capital at June 30, 2007 from June 30, 2006 was primarily due to an increase in accounts receivable and the current portion of retained interest from the sale of finance contracts. These increases were partially offset by a decrease in assets of discontinued operations and an increase in short term debt obligations. Accounts receivable increased from June 30, 2006 primarily due to increased shipments to national account customers carrying longer terms, the addition of several new dealers in the period and decreased retail demand in the North American construction market. The current portion of retained interest from the sale of finance contracts increased from June 30, 2006 due to an increase in the total portfolio balance of contracts in the Securitization Facility. Assets of discontinued operations decreased from June 30, 2006 due to the continued collection on accounts receivable and disposition of inventory and property, plant and equipment related to the discontinued operations. Short term debt obligations increased from June 30, 2006 as the Company began issuing commercial paper during the fourth quarter of 2006. See “Debt and Equity” below for additional discussion.

Capital Expenditures

        Capital expenditures for property, plant and equipment during the 2007 six months were approximately $3.6 million. The Company plans to make up to $10.0 million of capital expenditures in 2007, primarily to complete the Yankton, South Dakota manufacturing facility expansion, enhance manufacturing and information technology capabilities and maintain and upgrade machinery and equipment.

Debt and Equity

        The Company maintains a $125 million revolving credit facility (the “Facility”) with a syndicate of commercial bank lenders. The credit commitment under the facility is for a five-year period expiring October 17, 2011. At any time during the term of the Facility, the Company has the option to request an increase in the credit commitment under the Facility to $175 million from the current syndicate of commercial bank lenders or any other commercial bank lender(s) selected by the Company. Under the terms of the Facility, the Company has pledged the capital stock of certain wholly-owned subsidiaries which are all co-borrowers. The Company may borrow up to $25 million under the Facility in a currency other than the U.S. Dollar. The Company may elect to pay interest on U.S. Dollar borrowings under the Facility at a rate of either (1) the London Interbank Offered Rate (“LIBOR”) plus 0.625% to 1.3750% or (2) a base rate defined as the prime commercial rate less 0.125% to 1.125%. The Company’s actual borrowing costs for LIBOR or base rate borrowings is determined by reference to a pricing grid based on the Company’s ratio of funded debt to total capitalization. Interest on amounts borrowed under the Facility in currencies other than the U.S. Dollar will be priced at a rate equal to LIBOR plus 0.625% to 1.375%. As of June 30, 2007, the weighted average interest rate on Company borrowings outstanding under the Facility was 6.06%.

        The Facility requires the Company to maintain compliance with certain financial covenants related to total capitalization, interest expense coverage, tangible net worth, capital expenditures and operating lease spending. The Company was in compliance with all covenants as of June 30, 2007.

        Borrowings under the Facility were $23.4 million, $24.7 million and $46.3 million at June 30, 2007, December 31, 2006 and June 30, 2006, respectively. Available unused borrowings under the Facility were $51.5 million, $75.1 million and $78.7 million at June 30, 2007, December 31, 2006 and June 30, 2006, respectively. Available borrowings at June 30, 2007 and December 31, 2006 were reduced by $50.0 million and $25.0 million, respectively, of outstanding commercial paper.

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        During the fourth quarter of 2006, the Company began to issue commercial paper through a placement agent to fund a portion of its short term working capital needs. The Company had the ability to sell up to $25.0 million in commercial paper under this arrangement. In April 2007, this arrangement was expanded to give the Company the ability to sell up to $50.0 million in commercial paper. The Company’s commercial paper program is backed by the credit commitment under the Company’s revolving credit facility. At June 30, 2007, the Company had $50.0 million of short term commercial paper outstanding compared to $25.0 million outstanding at December 31, 2006.

        In May 2006, the Company entered into a $10.0 million committed line of credit facility with a commercial bank lender. Borrowings under this facility bear interest at 1.15% above the LIBOR for 30 day deposits reset monthly and are secured by a first priority lien on an assigned pool of retail finance contracts receivable. This facility expired on April 30, 2007. There were no borrowings outstanding under this facility at December 31, 2006 and June 30, 2006.

        In addition, the Company has access to a €2.5 million committed foreign short-term credit facility. There were no borrowings outstanding under this facility at June 30, 2007.

        The Company believes it has adequate capital resources and borrowing capacity to meet its projected capital requirements for the foreseeable future. Requirements for working capital, capital expenditures, pension fund contributions and debt maturities in fiscal 2007 will continue to be funded by operations and the Company’s borrowing arrangements.

        At June 30, 2007, shareholders’ equity had increased $28.8 million to $247.5 million from $218.6 at June 30, 2006. This increase primarily reflects the impact of net income of $27.9 million.

        In September 2001, the Company’s Board of Directors authorized a stock repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock. No shares were repurchased under this authorization during the 2007 six months or 2006 six months. As of June 30, 2007, the Company has repurchased an aggregate of 227,850 shares under this authorization. All treasury stock acquired by the Company has been cancelled and returned to the status of authorized but unissued shares.

Contractual Obligations

        Other than the changes in the outstanding borrowings, capital commitments and FIN 48 liabilities, as described above, there have been no material changes to the annual maturities of debt obligations, future minimum, non-cancelable operating lease payments and capital commitments as disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 8 and 15, respectively, of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.

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Off-Balance Sheet Arrangements — Sales of Finance Contracts Receivable

        The sale of finance contracts is an important component of the Company’s overall liquidity. In March 2006, the Company entered into an asset securitization facility (“the Securitization Facility”) with a financial institution (the “Purchaser”) whereby the Company can sell, through a revolving securitization facility, up to $300 million of retail and fleet installment sale contracts (“installment sale contracts” or “finance contracts receivable”). The Securitization Facility has a final maturity date in March 2009, subject to annual renewal by the Purchaser. Under the Securitization Facility, the Company sells portfolios of its finance contracts receivable to a wholly owned, bankruptcy-remote special purpose subsidiary (“SPE”) which, in turn, sells each such portfolio to a wholly owned bankruptcy-remote special purpose subsidiary of the SPE. The wholly-owned bankruptcy-remote special purpose subsidiary of the SPE sells a participating interest in each such portfolio of finance contracts receivable to the Purchaser (approximately 90% of the discounted value of the finance contract receivable portfolio). The Purchaser has no recourse against the Company for uncollectible finance contracts receivable, if any; however, the Company’s retained interest in the portfolio of finance contracts receivable is subordinate to the Purchaser’s interest. The Securitization Facility replaced the previous $150 million revolving securitization facility the Company terminated in February 2006. The participating interest in finance contracts receivable that had been sold under the previous securitization facility was purchased by Purchaser in March 2006. At June 30, 2007, the Company had available unused capacity of $96.7 million under the Securitization Facility.

        In addition to the Securitization Facility, the Company has arrangements with multiple financial institutions to sell its finance contracts receivable with 5% limited recourse on the sold portfolio of retail finance contracts. The Company continues to service substantially all contracts, whether or not sold. At June 30, 2007, the Company serviced $375.5 million finance contracts receivable of which $259.5 million, $77.6 million and $18.9 million were sold through the Securitization Facility, limited recourse arrangements and full recourse arrangements, respectively. It is the intention of the Company to continue to sell substantially all of its existing as well as future finance contracts through an asset securitization program or limited recourse arrangements. The Company believes that it will be able to arrange sufficient capacity to sell its finance contracts for the foreseeable future.

Critical Accounting Policies and Estimates

        There are no material changes to the information provided in response to this item as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.

Forward-Looking Statements

        Certain statements included in this filing 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 are forward-looking statements. When used in this filing, 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 filing. Factors that could cause such a variance include, but are not limited to, those risk factors cited in the Company’s filings with the Securities and Exchange Commission, any adverse change in general economic conditions, unanticipated changes in capital market conditions, the Company’s ability to implement successfully its strategic initiatives (including cost reduction initiatives), unanticipated expenses associated with the discontinuance of the Company’s agricultural implement lines, market acceptance of newly introduced products, unexpected issues related to the pricing and availability of raw materials (including steel) and component parts, unanticipated difficulties in securing product from third party manufacturing sources, the ability of the Company to increase its prices to reflect higher prices for raw materials and component parts, 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, the impact of any strategic transactions 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 filing are only made as of the date of this filing, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

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Item 3.  Quantitative and Qualitative Disclosures about Market Risk

        There are no material changes to the information provided in response to this item as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

        The Company’s management, with the participation of the Company’s principal executive officer and its principal financial officer, has evaluated the Company’s disclosure controls and procedures as of June 30, 2007. Based upon that evaluation, the Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2007.

Changes in Internal Control Over Financial Reporting

        There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2007, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – Other Information

Item 1A.  Risk Factors

        There has not been any material change in the risk factors previously disclosed in the Company’s 2006 Form 10-K for the fiscal year ended December 31, 2006.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

        In September 2001, the Company’s Board of Directors authorized a stock repurchase plan providing for the repurchase of up to 500,000 shares of the Company’s outstanding common stock in open market or privately negotiated transactions. The plan does not have an expiration date. No shares were repurchased under the plan during the three and six month periods ended June 30, 2007. As of June 30, 2007, the Company had authority to repurchase 272,150 shares under the plan.

Item 4.  Submission of Matters to a Vote of Security Holders

        At the Company’s 2007 annual meeting of shareholders held on April 27, 2007, Marcel-Claude Braud, William D. Gehl and John W. Splude were re-elected as directors of the Company for terms expiring at the 2010 annual meeting of shareholders:

Name of Nominee	Shares Voted For	Shares Withholding Authority
Marcel-Claude Braud	10,480,402	353,201
William D. Gehl	10,481,464	352,139
John W. Splude	10,491,324	342,279

        The following table sets forth the other directors of the Company whose terms of office continued after the 2007 annual meeting:

Name of Director	Year in Which Term Expires
Thomas J. Boldt	2008
Bruce D. Hertzke	2008
John T. Byrnes	2009
Richard J. Fotsch	2009
Dr. Herman Viets	2009

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        In addition, at the 2007 annual meeting, shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2007. With respect to such approval, the number of shares voted for and against were 10,807,210 and 11,768, respectively. The number of shares abstaining was 14,625.

Item 6.  Exhibits

      Exhibit No.        Document Description

3.1 Articles of Amendment Amending the Preferences, Limitations and Relative Rights of Series A Preferred Stock [Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 25, 2007]

3.2 Restated Articles of Incorporation, as amended, of Gehl Company

4.1 Rights Agreement, dated as of May 25, 2007, between Gehl Company and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Gehl Company, dated as of May 25, 2007 (Commission File No. 0-18110)) [Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A filed on May 25, 2007]

10.1 Amendment to Retirement Income Plan [Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 27, 2007]

31.1 Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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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 thereunto duly authorized.

	GEHL COMPANY
Date: August 9, 2007	By:  /s/ William D. Gehl
	William D. Gehl
	Chairman of the Board
	and Chief Executive Officer
Date: August 9, 2007	By:  /s/ Thomas M. Rettler
	Thomas M. Rettler
	Vice President and
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

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GEHL COMPANY

INDEX TO EXHIBITS

      Exhibit No.        Document Description

3.1 Articles of Amendment Amending the Preferences, Limitations and Relative Rights of Series A Preferred Stock [Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 25, 2007]

3.2 Restated Articles of Incorporation, as amended, of Gehl Company

4.1 Rights Agreement, dated as of May 25, 2007, between Gehl Company and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Gehl Company, dated as of May 25, 2007 (Commission File No. 0-18110)) [Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A filed on May 25, 2007]

10.1 Amendment to Retirement Income Plan [Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 27, 2007]

31.1 Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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EX-3.2

RESTATED ARTICLES OF INCORPORATION
OF GEHL COMPANY, AS AMENDED

        Pursuant to the provisions of Chapter 180 of the Wisconsin Statutes, these Restated Articles of Incorporation shall supersede and take the place of the corporation’s heretofore existing Restated Articles of Incorporation and all amendments thereto:

ARTICLE I

NAME

        The name of the corporation is “GEHL COMPANY.”

ARTICLE II

PURPOSE

        The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law, Chapter 180, Wisconsin Statutes, including (without by this specification limiting the generality of the foregoing) the manufacturing, acquiring, holding, pledging, disposing of and dealing in all kinds of property, whether real, personal or mixed, and whether tangible or intangible and particularly agricultural machinery and equipment.

ARTICLE III

AUTHORIZED SHARES

        The aggregate number of shares which the corporation shall have the authority to issue shall be twenty-seven million (27,000,000) shares, consisting of: (i) twenty-five million (25,000,000) shares of a class designated as “Common Stock,” with a par value of $.10 per share; and (ii) two million (2,000,000) shares of a class designated as “Preferred Stock,” with a par value of $.10 per share. Each issued and outstanding share of Common Stock, $2.00 par value, shall upon the effective date of these Restated Articles of Incorporation be reclassified into five (5) shares of Common Stock, $.10 par value.

        The designation, relative rights, preferences and limitations of the shares of each class and the authority of the Board of Directors of the corporation to establish and to designate series of the Preferred Stock and to fix the variations in the relative rights, preferences and limitations as between such series, shall be as set forth herein.

    A.              PREFERRED STOCK.

    (1)              Series and Variations Between Series. The Board of Directors of the corporation is authorized, subject to limitations prescribed by law and the provisions of this section A, to provide for the issuance of the Preferred Stock in series, to establish or change the number of shares to be included in each such series and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors of the corporation with respect to each series shall include, but not be limited to, determination of the following:

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    (i)        The number of shares constituting that series and the distinctive designation of that series;

    (ii)        The dividend rate or rates on the shares of that series and/or the method of determining such rate or rates and the timing of dividend payments on the shares of such series;

    (iii)        Whether and to what extent the shares of that series shall have voting rights in addition to the voting rights provided by law, which might include the right to elect a specified number of directors in any case or if dividends on such series were not paid for a specified period of time;

    (iv)        Whether the shares of that series shall be convertible into shares of Common Stock or shares of any other series of Preferred Stock, and, if so, the terms and conditions of such conversion, including the price or prices or the rate or rates of conversion and the terms of adjustment thereof;

    (v)        Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

    (vi)        The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation;

    (vii)        The obligation, if any, of the corporation to retire shares of that series pursuant to a sinking fund; and

    (viii)        Any other relative rights, preferences and limitations of that series.

        Subject to the designations, relative rights, preferences and limitations provided pursuant to this section A, each share of Preferred Stock shall be of equal rank with each other share of Preferred Stock.

    (2)        Dividends. Before any dividends shall be paid or set apart for payment upon shares of Common Stock, the holders of each series of Preferred Stock shall be entitled to receive dividends at the rate per annum and at such times as specified in the particular series. Dividends on shares of Preferred Stock shall be paid out of any funds legally available for the payment of such dividends, when and if declared by the Board of Directors. Such dividends shall accumulate on each share of Preferred Stock from the date of issuance. All dividends on shares of Preferred Stock shall be cumulative so that if the corporation shall not pay, on a timely basis, the specified dividend, or any part thereof, on the shares of Preferred Stock then issued and outstanding, such deficiency shall thereafter be fully paid, but without interest, before any dividend shall be paid or set apart for payment on the Common Stock.

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        Any dividend paid upon the Preferred Stock at a time when any accumulated dividends for any prior period are delinquent shall be expressly declared as a dividend in whole or partial payment of the accumulated dividend for the earliest dividend period for which dividends are then delinquent, and shall be so designated to each shareholder to whom payment is made. All shares of Preferred Stock shall rank equally and shall share ratably, in proportion to the rate of dividend of the series, in all dividends paid or set aside for payment for any dividend period or part thereof upon any such shares.

        Except to the limited extent hereinafter provided, so long as any shares of Preferred Stock shall be outstanding, no dividend, whether in cash, stock or otherwise, shall be paid or declared nor shall any distribution be made on the Common Stock, nor shall any Common Stock be purchased, redeemed or otherwise acquired for value by the corporation, nor shall any moneys be paid to or set aside or made available for a sinking fund for the purchase or redemption of any Common Stock, unless:

    (i)        All dividends on the Preferred Stock of all series for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and

    (ii)        The corporation shall have set aside all amounts theretofore required to be set aside as and for all sinking fund accounts, if any, for the redemption or purchase of all series of Preferred Stock for all past sinking fund payment periods or dates.

The foregoing provisions shall not, however, apply to, or in any way restrict (x) any acquisition of Common Stock in exchange solely for Common Stock; (y) the acquisition of Common Stock through application of the proceeds of the sale of Common Stock; or (z) stock dividends or distributions payable only in shares of stock having rights and preferences subordinate to the Preferred Stock.

    (3)        Liquidation, Dissolution or Winding Up. In case of voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares or each series of Preferred Stock shall be entitled to receive out of the assets of the corporation in money or money’s worth the amount specified in the particular series for each share at the time outstanding together with all accrued but unpaid dividends thereon, before any of such assets shall be paid or distributed to holder of Common Stock. In case of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, if the assets of the corporation shall be insufficient to pay the holders of all shares of Preferred Stock then outstanding the entire amounts to which they may be entitled, the holders of shares of each outstanding series of Preferred Stock shall share ratably in such assets in proportion to the respective amounts payable in liquidation.

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    (4)        Voting Rights. The holders of Preferred Stock shall have only such voting rights as are fixed for shares of each series by the Board of Directors pursuant to this section A or are provided by law.

    (5)        Series A Preferred Stock.

    (i)        Designation and Amount. There is hereby created a series of Preferred Stock which shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”), and the number of shares constituting such series shall be Two Hundred Fifty Thousand (250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the corporation into Series A Preferred Stock.

    (ii)        Dividends and Distributions.

    (a)        The holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the corporation shall at any time after May 25, 2007 (the “Rights Declaration Date”) (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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    (b)        The corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

    (c)        Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

    (iii)        Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

    (a)        Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the corporation. In the event the corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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    (b)               Except as otherwise provided herein, in any other resolution of the Board of Directors creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the corporation.

    (c)               Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

    (iv)        Certain Restrictions.

    (a)        Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in subparagraph (ii) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the corporation shall not:

(1) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(2) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the corporation ranking junior to or on a parity with (both as to dividends or upon dissolution, liquidation or winding up) the Series A Preferred Stock; or

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(4) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

    (b)        The corporation shall not permit any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by the corporation or otherwise controlled by the corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the corporation could, under paragraph (a) of this subparagraph (iv), purchase or otherwise acquire such shares at such time and in such manner.

    (v)        Reacquired Shares. All shares of Series A Preferred Stock that shall at any time have been reacquired by the corporation shall, after such reacquisition, have the status of authorized but unissued shares of Preferred Stock of the corporation, without designation as to series, and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

    (vi)        Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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    (vii)        Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination, share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the corporation shall at any time after the Rights Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

    (viii)        No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

    (ix)        Amendment. To the fullest extent permitted by applicable law, prior to such time as shares of Series A Preferred Stock are issued and outstanding, the Board of Directors may modify, amend, alter or revoke any of the number of shares of Series A Preferred Stock, the powers, preferences or special rights of the Series A Preferred Stock or the other terms of the Series A Preferred Stock. From and after such time as shares of Series A Preferred Stock are issued and outstanding, the Restated Articles of Incorporation of the corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

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    (x)               Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

    B.        COMMON STOCK.

    (1)        Dividends. Subject to the provisions of this Article III, the Board of Directors may, in its discretion, out of funds legally available for the payment of dividends and at such times and in such manner as determined by the Board of Directors, declare and pay dividends on the Common Stock.

    (2)        Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, after there shall have been paid to or set aside for the holders of shares of Preferred Stock the full preferential amounts to which they are entitled, the holders of outstanding shares of Common Stock shall be entitled to receive pro rata, according to the number of shares held by each, the remaining assets of the corporation available for distribution.

    (3)        Voting Rights. Except as otherwise provided by law and except as may be determined by the Board of Directors with respect to the Preferred Stock pursuant to section A of this Article III, only the holders of Common Stock shall be entitled to vote for the election of directors of the corporation and for all other corporate purposes. Upon any such vote the holders of Common Stock shall, except as otherwise provided by law, be entitled to one vote for each share of Common Stock held by them respectively.

    C.        PREEMPTIVE RIGHTS.

        Except as the Board of Directors of the corporation may otherwise determine from time to time, no shareholder of the corporation shall have any preferential or preemptive right to subscribe for or purchase from the corporation any new or additional shares of capital stock of the corporation or securities convertible into shares of capital stock, whether now or hereafter authorized.

    D.        REPURCHASE OF SHARES.

        The corporation, subject to the conditions provided for herein, shall have the express right to acquire and dispose of its own shares on such terms and conditions as the Board of Directors may from time to time determine and agree.

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ARTICLE IV

BOARD OF DIRECTORS

    A.        POWERS, NUMBER, CLASSIFICATION AND NOMINATION.

        The general powers, number, classification, and requirements for nomination of directors shall be as set forth in sections 3.01, 3.02 and 3.03 of Article III of the By-Laws of the corporation (and as such sections shall exist from time to time). Notwithstanding any other provisions of these Restated Articles of Incorporation or the By-Laws of the corporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with, such sections 3.01, 3.02 and 3.03 of Article III of the By-Laws, or any provision thereof; provided, however, that the Board of Directors, by a resolution adopted by the Requisite Vote (as defined herein), may amend, alter, change or repeal, or adopt any provision inconsistent with, sections 3.01, 3.02 and 3.03 of Article III of the By-Laws, or any provision thereof, without the vote of the shareholders. As used herein, the term “Requisite Vote” shall mean the affirmative vote of at least two-thirds of the directors then in office plus one director.

    B.        REMOVAL OF DIRECTORS.

        Any director may be removed from office, but only for “cause” (as defined herein) by the affirmative vote of shareholders possessing at least a majority of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class; provided, however, that if the Board of Directors by a resolution adopted by the Requisite Vote shall have recommended removal of a director, then the shareholders may remove such director from office by the foregoing vote without cause. As used herein, “cause” shall be deemed to exist only if the director whose removal is proposed has committed acts of fraud constituting a felony and resulting in personal enrichment for the director at the corporation’s expense for which the director was duly and properly indicated and such indictment is not dismissed within ninety (90) days of issuance.

    C.        VACANCIES.

        Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors, or by a sole remaining director. Any director so elected shall serve until the next election of the class for which such director shall have been chosen and until his successor shall be duly elected and qualified.

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    D.        AMENDMENTS.

    (1)        Notwithstanding any other provision of these Restated Articles of Incorporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, the provisions of this Article IV.

    (2)        Notwithstanding the foregoing and any provisions in the By-Laws of the corporation, whenever the holders of any one or more series of Preferred Stock issued by the corporation pursuant to Article III hereof shall have the right, voting separately as a class or by series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by the terms of the applicable series.

ARTICLE V

BUSINESS COMBINATIONS

    A.        BUSINESS COMBINATIONS WITHIN THREE YEARS OF THE STOCK ACQUISITION DATE.

        In addition to any affirmative vote otherwise required by law, the By-Laws of the corporation or these Restated Articles of Incorporation, and except as otherwise expressly provided in section C of this Article V, the corporation may not engage in a Business Combination (as herein-after defined) with an Interested Shareholder (as hereinafter defined) for three (3) years after the Interested Shareholder’s Stock Acquisition Date (as hereinafter defined) unless the Board of Directors of the corporation has approved by resolution, before the Interested Shareholder’s Stock Acquisition Date, that Business Combination or the purchase of Stock (as hereinafter defined) made by the Interested Shareholder on that Stock Acquisition Date.

    B.        BUSINESS COMBINATIONS MORE THAN THREE YEARS AFTER THE STOCK ACQUISITION DATE.

        Except as otherwise expressly provided in section C of this Article V, at any time after the three-year period described in section A above the corporation may engage in a Business Combination with an Interested Shareholder but only if, in addition to any affirmative vote otherwise required by law, the By-Laws of the corporation or these Restated Articles of Incorporation, any of the following conditions is satisfied:

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    (1)               The Board of Directors of the corporation has approved, before the Interested Shareholder’s Stock Acquisition Date, the purchase of Stock made by the Interested Shareholder on that Stock Acquisition Date.

    (2)               The Business Combination is approved by the affirmative vote of the holders of a majority of the Voting Stock (as hereinafter defined) not beneficially owned by the Interested Shareholder at a meeting called for that purpose.

    (3)               The Business Combination meets all of the following conditions:

    (i)        Holders of all outstanding shares of Stock of the corporation not beneficially owned by the Interested Shareholder are each entitled to receive per share an aggregate amount of cash and the market value, as of the Consummation Date (as hereinafter defined), of noncash consideration at least equal to the higher of the following:

    (a)        The highest of: the market value per share on the Announcement Date (as hereinafter defined) with respect to the Business Combination, the market value per share on the Interested Shareholder’s Stock Acquisition Date, the highest price per share paid by the Interested Shareholder, including brokerage commissions, transfer taxes and soliciting dealers’ fees, for shares of the same class or series within the three (3) years immediately before the including the Announcement Date of the Business Combination or the highest price per share paid by the Interested Shareholder, including brokerage commissions, transfer taxes and soliciting dealers’ fees, for shares of the same class or series within the three (3) years immediately before and including the Interested Shareholder’s Stock Acquisition Date; plus, in each case, interest compounded annually from the earliest date on which that highest per share acquisition price was paid or the per share market value was determined, through the Consummation Date, at the rate for one-year U.S. Treasury obligations from time to time in effect; less the aggregate amount of any cash and the market value, as of the dividend payment date, of any noncash dividends paid per share since that date, up to the amount of that interest.

    (b)        The highest preferential amount per share, if any, to which the holders of shares of that class or series of Stock are entitled upon the voluntary or involuntary liquidation of the corporation, plus the aggregate amount of dividends declared or due which those holders are entitled to before payment of dividends on another class or series of Stock, unless the aggregate amount of those dividends is included in the preferential amount.

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    (ii)               The form of consideration to be received by holders of each particular class or series of outstanding Stock in the Business Combination is in cash or, if the Interested Shareholder holds previously acquired shares of that class or series, the same form as the Interested Shareholder previously used to acquire the largest number of shares of that class or series.

    C.        EXCLUDED TRANSACTIONS.

        The provisions of sections A and B of this Article V shall not apply to any of the following:

    (1)               A Business Combination with an Interested Shareholder who was an Interested Shareholder immediately before September 30, 1989, unless subsequently the Interested Shareholder increased its beneficial ownership of the voting power of the outstanding Voting Stock of the corporation to a proportion in excess of the proportion of voting power that the Interested Shareholder beneficially owned immediately before September 30, 1989, excluding an increase approved by resolution of the Board of Directors of the corporation before the increase occurred.

    (2)               A Business Combination of the corporation with an Interested Shareholder which became an Interested Shareholder inadvertently, if the Interested Shareholder satisfies both of the following:

    (i)        As soon as practicable divests itself of a sufficient amount of the Voting Stock of the corporation so that the Interested Shareholder is no longer the beneficial owner of at least 10% of the voting power of the outstanding Voting Stock of the corporation, or a Subsidiary of the corporation (as hereinafter defined).

    (ii)        Would not at any time within the three (3) years before the Announcement Date with respect to the Business Combination in question have been an Interested Shareholder except for the inadvertent acquisition.

    (3)               A Business Combination of the corporation with an Interested Shareholder which was an Interested Shareholder immediately before September 30, 1989, and inadvertently increased its beneficial ownership of the voting power of the outstanding Voting Stock of the corporation to a proportion in excess of the proportion of voting power that the Interested Shareholder beneficially owned immediately before September 30, 1989, if the Interested Shareholder divests itself of a sufficient amount of Voting Stock so that the Interested Shareholder is no longer the beneficial owner of a proportion of the voting power in excess of the proportion of voting power that the Interested Shareholder held immediately before September 30, 1989.

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    D.         DEFINITIONS.

        For purposes of this Article V:

    (1)               “Affiliate” shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified person.

    (2)               “Announcement Date” shall mean the date of the first public announcement of a final, definitive proposal for a Business Combination.

    (3)               “Associate” of a person shall mean any of the following:

    (i)        A corporation or organization of which the person is an officer, director or partner or is the beneficial owner of at least 10% of any class of Voting Stock.

    (ii)        A trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity.

    (iii)        A relative or spouse of the person, or a relative of the spouse, who has the same principal residence as the person.

    (4)               A person shall be deemed to be the “beneficial owner” of any Stock:

    (i)       which such person or any of such person’s Affiliates or Associates beneficially owns, directly or indirectly;

    (ii)        which such person or any of such person’s Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than rights issued by the corporation pursuant to a shareholder rights plan), warrants or options, or otherwise; provided, however, that a person shall not be deemed the beneficial owner of securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (b) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the beneficial owner of any security if the agreement, arrangement or understanding to vote such security arises solely from a revocable proxy or consent given to such person in response to a public proxy or consent solicitation; or

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    (iii)        which are beneficially owned, directly or indirectly, by any other person with which such person or any of such person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to section D(4)(ii)(b) of this Article V) or disposing of any securities of the corporation.

    (5)               “Business Combination” means any of the following:

     (i)        A merger or consolidation of the corporation or any Subsidiary of the corporation with any of the following:

    (a)         An Interested Shareholder.

    (b)         A corporation, whether or not it is an Interested Shareholder, which is, or after a merger or consolidation would be, an Affiliate or Associate of an Interested Shareholder.

    (ii)        A sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, to or with an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder of assets of the corporation or a subsidiary of the corporation if those assets meet any of the following conditions:

     (a)        Have an aggregate market value equal to a least 5% of the aggregate market value of all the assets, determined on a consolidated basis, of the corporation.

    (b)        Have an aggregate market value equal to at least 5% of the aggregate market value of all the outstanding Stock of the corporation.

    (c)        Represent at least 10% of the earning power or income, determined on a consolidated basis, of the corporation.

    (iii)        The issuance or transfer by the corporation or a Subsidiary of the corporation, in one transaction or a series of transactions, of any Stock of the corporation or a Subsidiary of the corporation is all of the following conditions are satisfied:

    (a)        The stock has an aggregate market value equal to at least 5% of the aggregate market value of all of the outstanding Stock of the corporation.

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    (b)        The Stock is issued or transferred to an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder, except for Stock of the corporation or such Subsidiary issued or transferred pursuant to the exercise of warrants, rights or options to purchase such Stock offered, or a dividend paid, or distribution made, proportionately to all holders of Stock of the corporation.

    (iv)        The adoption of a plan or proposal for the liquidation or dissolution of the corporation which is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement or understanding with, an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder.

    (v)        Any of the following, if the direct or indirect effect is to increase the proportionate share of the outstanding Stock of a class or series of securities convertible into Voting Stock of the corporation or a Subsidiary of the corporation beneficially owned by the Interested Shareholder of an Affiliate or Associate of the Interested Shareholder, unless the increase is the result of immaterial changes due to fractional share adjustment:

    (a)        A reclassification of securities, including, without limitation, a stock split, stock dividend or other distribution of Stock in respect of Stock, or reverse stock split.

    (b)        A recapitalization of the corporation.

    (c)        A merger or consolidation of the corporation with a Subsidiary of the corporation.

    (d)        Any other transaction, whether or not with, into or involving the Interested Shareholder, which is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement or understanding with, the Interested Shareholder or an Affiliate or Associate of the Interested Shareholder.

    (vi)        Receipt by an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder of the direct or indirect benefit of a loan, advance, guarantee, pledge or other financial assistance or a tax credit or other tax advantage provided by or through the corporation or any Subsidiary of the corporation, unless the Interested Shareholder receives the benefit proportionately as a holder of Stock of the corporation.

    (6)               “Consummation Date” means the date of consummation of a Business Combination.

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    (7)               “Control”, “controlled by” or “under common control with” means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of Voting Stock, except as provided in the next sentence, by contract, or otherwise. “Control” of a corporation is not established for purposes of this Article V if a person, in good faith and not for the purpose of circumventing this Article V, holds voting power as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation. For purposes of this Article V, a person’s beneficial ownership of at least 10% of the voting power of a corporation’s outstanding Voting Stock creates a presumption that the person has control of the corporation.

    (8)        (i) “Interested Shareholder,” with respect to the corporation, means a person other than the corporation or a Subsidiary of the corporation that meets any of the following conditions:

    (a)        Is the beneficial owner of at least 10% of the voting power of the outstanding Voting Stock of the corporation.

    (b)        Is an Affiliate or Associate of the corporation and at any time within three (3) years immediately before the date in question was the beneficial owner of at least 10% of the voting power of the then outstanding Voting Stock of the corporation.

    (ii)        For the purpose of determining whether a person is an Interested Shareholder, the number of shares of Voting Stock of the corporation considered outstanding includes shares beneficially owned by the person but does not include any other unissued shares of Voting Stock of the corporation which may be issuable pursuant to an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

    (9)               “Stock” means any of the following:

    (i)        Shares, stock or similarly security, certificate of interest, participation in a profit sharing agreement, voting trust certificate, or certificate of deposit for any of the items described herein.

    (ii)        Security which is convertible, with or without consideration, into stock, or any warrant, call or other option or privilege of buying stock, or any other security carrying a right to acquire, subscribe to or purchase stock.

    (10)               “Stock Acquisition Date”, with respect to any person, means the date that that person first becomes an Interested Shareholder of the corporation.

    (11)               “Subsidiary of the corporation” shall mean any other corporation of which Voting Stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the corporation.

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    (12)               “Voting Stock” means capital stock of a corporation entitled to vote generally in the election of directors.

    E.              DETERMINATION OF MARKET VALUE.

        For purposes of this Article V, the market value of Stock or other property other than cash or Stock is determined as follows:

    (1)        In the case of Stock generally, by:

    (i)               The highest closing sale price during the thirty (30) days immediately before the date in question of a share of that class or series of Stock on the composite tape for stocks listed on the New York Stock Exchange, or, if that class or series of Stock is not quoted on the composite tape or if that class or series of Stock is not listed on the New York Stock Exchange, on the principal U.S. securities exchange registered under the Securities Exchange Act of 1934, as amended, on which that class or series of Stock is listed.

    (ii)               If that class or series of Stock is not listed on an exchange described above, the highest closing bid quotation for a share of that class or series of Stock during the thirty (30) days immediately before the date in question on the National Association of Securities Dealers Automated Quotation System, or any similar system then in use.

    (2)        In the case of property other than cash or Stock (except for Stock not traded as provided above), the fair market value of the property or Stock on the date in question as determined in good faith by the Board of Directors of the corporation.

    F.         FIDUCIARY OBLIGATIONS.

        Nothing contained in this Article V shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

     G.        AMENDMENT.

        Notwithstanding any other provisions of these Restated Articles of Incorporation (and notwithstanding that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least seventy-five percent of the voting power of the then outstanding Voting Shares, considered for this purpose as one class, shall be required to amend, alter, change, repeal, or adopt any provision inconsistent with this Article V.

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ARTICLE VI

REGISTERED OFFICE AND AGENT

        At the time of adoption of these Restated Articles of Incorporation the address of the registered office of the corporation is 143 Water Street, West Bend, Wisconsin 53095, in Washington County. The name of the registered agent at such address is Michael J. Mulcahy.

ARTICLE VII

AMENDMENTS

        Except as otherwise provided herein, these Restated Articles may be amended at any regular or special meeting of the shareholders of the corporation by the affirmative vote of shareholders possessing at least two-thirds (2/3) of the voting power of all then outstanding shares entitled to vote thereon.

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EX-31.1

Exhibit 31.1

I, William D. Gehl, Chairman of the Board of Directors and Chief Executive Officer of Gehl Company, certify that:

    1.        I have reviewed this quarterly report on Form 10-Q of Gehl Company;

    2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

    4.        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    (a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    (b)        designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    (c)        evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (d)        disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

    5.        The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

    (a)        all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    (b)        any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007	/s/ William D. Gehl
	William D. Gehl
	Chairman of the Board of Directors and
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Thomas M. Rettler, Vice President and Chief Financial Officer of Gehl Company, certify that:

    1.        I have reviewed this quarterly report on Form 10-Q of Gehl Company;

    2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

    4.        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    (a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    (b)        designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    (c)        evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (d)        disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

    5.        The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

    (a)        all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    (b)        any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007	/s/ Thomas M. Rettler
	Thomas M. Rettler
	Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS

Solely for the purposes of complying with Section 906 of the Sarbanes-Oxley Act of 2002, we, William D. Gehl, Chairman of the Board of Directors and Chief Executive Officer, and Thomas M. Rettler, Vice President and Chief Financial Officer, of Gehl Company, certify, based on our knowledge, that:

(1) the Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2007 (the “Quarterly Report”) to which this statement is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and

(2) information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Gehl Company.

Dated: August 9, 2007

/s/ William D. Gehl

William D. Gehl

/s/ Thomas M. Rettler

Thomas M. Rettler