-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9CeXwyVpKEY46Ux9Lx2ud+TadNf2YZILSTVBMhb60/A+dqCup2j7dzSCWtpWOe9 9HgMAyb57BazOlser0hljQ== 0000897069-08-000787.txt : 20080425 0000897069-08-000787.hdr.sgml : 20080425 20080425090833 ACCESSION NUMBER: 0000897069-08-000787 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33504 FILM NUMBER: 08775992 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 8-K 1 cmw3503.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report  
(Date of earliest
event reported): April 25, 2008

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

Wisconsin
01-33504
39-0300430
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)

143 Water Street, West Bend, Wisconsin 53095
(Address of principal executive offices, including zip code)

(262) 334-9461

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.      Results of Operations and Financial Condition.

        On April 25, 2008, Gehl Company (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 2008. A copy of the Press Release is furnished as Exhibit 99 to this Current Report on Form 8-K.

Use of Non-GAAP Measures

        The Company reports its financial results of operations in accordance with generally accepted accounting principles (“GAAP”). The Company has also provided non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. The non-GAAP financial measures included in the Press Release include the Company’s income from continuing operations and diluted income per share from continuing operations for the quarter ended March 31, 2008, excluding the impact of the Company’s adoption of Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”). Management believes it is useful for investors to understand how its core operations performed without the effects of the adoption of SFAS 157.

        In the Company’s judgment, excluding the of the adoption of SFAS 157 from the Company’s financial results allows investors to trend, analyze and benchmark in a meaningful manner the performance of the Company’s core operations. In addition, the Company believes that providing earnings and diluted earnings per share from continuing operations excluding the effect of the adoption of SFAS 157 provides another useful comparison of the Company’s operational performance in the 2008 first quarter to the comparable periods in 2007 and expected performance in 2008. The Company has provided within the Press Release a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

        The non-GAAP financial measures included in the Press Release are intended to supplement the reader’s overall understanding of the Company’s current financial performance and its prospects for the future. However, the non-GAAP financial measures are not intended to supersede or replace the Company’s GAAP results or expectations.

Item 9.01.      Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.

  (c) Not applicable.

  (d) Exhibits. The following exhibit is being furnished herewith:

  (99) Press Release of Gehl Company, dated April 25, 2008.



2


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GEHL COMPANY


Date: April 25, 2008
By:  /s/ Malcolm F. Moore
        Malcolm F. Moore
        President and Chief Operating Officer












3


GEHL COMPANY

Exhibit Index to Current Report on Form 8-K
Dated April 25, 2008

Exhibit
Number

(99) Press Release of Gehl Company, dated April 25, 2008.













4

EX-99 2 cmw3503a.htm PRESS RELEASE
 
Gehl Company Tel: 262/334-9461
143 Water Street Fax: 262/334-7517
P.O. Box 179 http://www.gehl.com
West Bend, WI 53095-0179
USA

Contact:
Malcom F. Moore
President and Chief Operating Officer
262-334-6604

News Release

GEHL COMPANY REPORTS FIRST QUARTER RESULTS INCLUDING IMPACT OF
SFAS 157 ADOPTION; REAFFIRMS FULL YEAR OUTLOOK

        WEST BEND, WISCONSIN, April 25, 2008 – Gehl Company (NASDAQ GSM: GEHL) today reported 2008 first quarter adjusted income from continuing operations of $0.6 million, or $0.05 per diluted share, excluding the impact of the Company’s adoption of Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”). This compares to income from continuing operations of $6.5 million, or $0.52 per diluted share, for the first quarter of 2007. The adoption of SFAS 157 negatively impacted earnings by $1.4 million, or $0.11 per diluted share, for the 2008 first quarter. Including the impact of the adoption of SFAS 157, the Company recorded a loss calculated in accordance with generally accepted accounting principles of $0.8 million, or $0.07 per diluted share, for the 2008 first quarter.

        Net sales for the first quarter of 2008 were $82.2 million compared to net sales of $115.2 million in the first quarter of 2007, with sales outside the United States making up 34% of the total in 2008 compared with 28% in the same period a year ago. Continuation of market share gains in the Company’s two primary product categories, skidloaders and telehandlers, and strong agricultural markets partially offset the impact of continuing weakness in North American residential construction activity and lower capital investments by equipment rental companies. The Company’s North American retail skid loader volume decreased less than 2% during the first quarter of 2008 versus the same period of 2007, while based on data released by the Association of Equipment Manufacturers (“AEM”), the overall industry retail numbers decreased over 14% for the quarter. The Company’s telehandler retail demand declined 18% in the first quarter in an industry-wide market that declined over 43% as reported by AEM. In addition, the Company reduced its field inventory levels by $18.0 million during the first quarter of 2008 compared to an increase in field inventory of $13.0 million during the same period of 2007.

( M O R E )


Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 2

        Gross margin remained strong at 22.4% in the first quarter of 2008 which was comparable to the first quarter of 2007. Despite significant increases in market prices for steel and component parts, gross margin remained flat primarily due to favorable product mix, as well as effective supply chain management, tight cost control and cost savings resulting from investments in state-of-the-art manufacturing equipment. Selling, general and administrative expenses were $16.3 million during the first quarter of 2008 compared to $15.0 million for the same period of 2007. As a percent of net sales, selling, general and administrative expenses increased to 19.9% compared to 13.0% in the prior year quarter, which primarily reflected the decrease in sales, along with planned increases in research and development and information technology projects of $0.8 million. The increase also includes $0.4 million of costs resulting from the streamlining of the Company’s Gehl and Mustang sales and support organizations, which the Company anticipates will generate ongoing annual cost savings of approximately $1.0 million.

        Net other expense was $2.9 million for the first quarter of 2008 compared to $1.0 million in the same period of 2007. The change is primarily due to the required adoption of SFAS 157 which resulted in a pre-tax charge of $2.0 million.

        Loss from continuing operations including the adoption of SFAS 157 was $0.8 million, or $0.07 per share, in the first quarter of 2008 compared to income from continuing operations of $6.5 million, or $0.52 per diluted share, in 2007. This includes a decrease in the Company’s effective income tax rate to 31.5% in 2008 compared to 34.5% in the first quarter of 2007, primarily reflecting a higher domestic manufacturing deduction and research and development credit.

        “Despite the prolonged weakening in the U.S. housing market, our solid foundation and diversity of our served markets helped maintain our positive operating results,” said William D. Gehl, Chairman and Chief Executive Officer. “As demonstrated by our consistent gross margin level, continued market share gains and ongoing efforts to drive costs out of our business, we are well positioned for continued expansion of our compact equipment business worldwide.”

( M O R E )


Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 3

2008 Full Year Outlook

        Based on current 2008 market forecasts, current Company backlog position, new product acceptance rate, targeted market share gains and field inventory adjustments, the Company reaffirms its 2008 full year outlook with net sales from continuing operations in the range of $405 million to $425 million and earnings per diluted share from continuing operations of $0.95 to $1.20.

Conference Call

        A conference call is scheduled for 10:00 a.m. CDT on Friday, April 25, 2008.  The call will review 2008 first quarter earnings and discuss the Company’s 2008 full year outlook.

        All interested parties are invited to listen to the presentation.  The conference call may be accessed by dialing (800) 510-9661 or (617) 614-3452 up to 15 minutes before the call begins.  The passcode is 14385845.  Access may also be gained through the Company’s web site (www.gehl.com) by first clicking on the Investor Relations tab, then clicking on Web Casts, and then selecting the 1st Quarter 2008 Financial Earnings Conference Call Web Cast.  An archive of the presentation will be available for one year on the Company’s web site after the call.  A telephonic replay of the conference call will be available beginning at noon CDT and will be available for one week after the call by dialing (888) 286-8010 or (617) 801-6888.  The replay pass code is 80487565.

( M O R E )


Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 4

Forward Looking Statements

        Gehl Company (the “Company” or “Gehl”) intends that certain matters discussed in this release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. When used in this release, words such as the Company “believes,” “anticipates,” “expects,” “estimates” or “projects” or words of similar meaning are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause actual results to differ materially from those anticipated as of the date of this release. 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), market acceptance of newly introduced products, unexpected issues related to the pricing and availability of raw materials (including steel and rubber) 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 release are only made as of the date of this release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. In addition, the Company’s expectations for the future, including those listed in the “2008 Full Year Outlook” above, are based in part on certain assumptions made by the Company, including those relating to commodities prices, which are strongly affected by weather and other factors and can fluctuate significantly, housing starts and other construction activities, which are sensitive to, among other things, interest rates and government spending, and the performance of the U.S. economy generally. The accuracy of these or other assumptions could have a material effect on the Company’s ability to achieve its expectations.

( M O R E )


Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 5

About Gehl Company

        Gehl Company (Nasdaq GSM: GEHL) is a manufacturer of compact equipment used worldwide in construction and agricultural markets. Founded in 1859, the Company is headquartered in West Bend, Wisconsin. The Company markets its products under the Gehl ® and Mustang ® brand names. Mustang product information is available on the Mustang Manufacturing website (www.mustangmfg.com). CE Attachments, Inc. information is available at (www.ceattach.com). Gehl Company information is available at (www.gehl.com) or contact: Gehl Company, 143 Water Street, West Bend, WI 53095 (telephone: 262-334-9461).











( TABLES TO FOLLOW )


Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 6

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

For the First Quarter Ended
March 31,
2008

March 31,
2007


Net sales
    $ 82,151   $ 115,214  
     Cost of goods sold    63,786    89,450  



Gross profit
    18,365    25,764  

     Selling, general and administrative expenses
    16,333    14,952  



Income from operations
    2,032    10,812  

     Interest expense
    (1,034 )  (909 )
     Interest income    704    1,008  
     Other expense, net    (2,902 )  (1,044 )



(Loss) income from continuing operations before income taxes
    (1,200 )  9,867  

     Provision for income taxes
    (378 )  3,404  



(Loss) income from continuing operations
    (822 )  6,463  

Loss from discontinued operations, net of tax
    --    (160 )


Net (loss) income   $ (822 ) $ 6,303  



Diluted net (loss) income per share:
  
     from continuing operations   $ (0.07 ) $ 0.52  
     from discontinued operations    --    (0.01 )


        Total diluted net (loss) income per share   $ (0.07 ) $ 0.51  



     Weighted average number of common
  
     shares and common stock equivalents    12,016    12,459  

Basic net (loss) income per share:
  
     from continuing operations   $ (0.07 ) $ 0.53  
     from discontinued operations    --    (0.01 )


        Total basic net (loss) income per share   $ (0.07 ) $ 0.52  



     Weighted average number of common
  
     shares    12,016    12,124  

Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 7

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

March 31, 2008
December 31, 2007
March 31, 2007

ASSETS
               
    Cash   $ 7,300   $ 10,349   $ 3,817  
    Accounts receivable - net    171,869    190,439    205,089  
    Finance contracts receivable - net    4,654    4,675    13,220  
    Inventories    65,695    49,093    48,772  
    Deferred income taxes    9,595    8,849    9,590  
    Retained interest in sold finance contracts    59,904    47,730    28,427  
    Prepaid expenses and other current assets    3,481    4,985    7,294  



       Total current assets    322,498    316,120    316,209  

    Property, plant and equipment - net
    35,758    35,510    33,078  
    Goodwill    11,748    11,748    11,748  
    Other assets    41,952    44,584    31,868  




    Total assets
   $ 411,956   $ 407,962   $ 392,903  




LIABILITIES AND SHAREHOLDERS’ EQUITY
  
    Total current liabilities   $ 108,945   $ 108,559   $ 96,193  
    Long-term debt obligations    23,936    21,425    39,369  
    Other long-term liabilities    18,085    16,948    20,263  
    Total shareholders’ equity    260,990    261,030    237,078  




    Total liabilities and shareholders’ equity
   $ 411,956   $ 407,692   $ 392,903  




Gehl Company
Gehl Company Reports First Quarter Results Including Impact of SFAS 157 Adoption;
Reaffirms Full Year Outlook

April 25, 2008
page 8

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

For the Three Months Ended
March 31, 2008
March 31, 2007

CASH FLOWS FROM OPERATING ACTIVITIES:
           
     Net (loss) income   $ (822 ) $ 6,303  
     Adjustments to reconcile net (loss) income to net cash  
        used for operating activities:  
           Depreciation and amortization    1,259    1,291  
           Compensation expense for share based payments    307    413  
           Cost of sales of finance contracts    2,121    846  
           Proceeds from the sales of finance contracts    20,030    30,762  
           Increase in finance contracts receivable    (22,130 )  (36,457 )
           Increase in retained interest in sold finance contracts    (10,708 )  (8,692 )
           Increase (decrease) in cash due to changes in:  
              Accounts receivable - net    20,150    (16,710 )
              Inventories    (15,237 )  131  
              Accounts payable    1,780    5,202  
              Remaining working capital items    (605 )  1,654  


                Net cash used for operating activities    (3,855 )  (15,257 )

CASH FLOWS FROM INVESTING ACTIVITIES:
  
     Property, plant and equipment additions    (1,414 )  (1,963 )
     Proceeds from the sale of property, plant and equipment    --    30  
     Other    (8 )  (37 )


                Net cash used for investing activities    (1,422 )  (1,970 )

CASH FLOWS FROM FINANCING ACTIVITIES:
  
     Proceeds from revolving credit loans    2,535    14,210  
     Proceeds from (repayments) of other borrowings - net    186    (58 )
     Purchase of treasury stock    (493 )  --  


                Net cash provided by financing activities    2,228    14,152  

     Net decrease in cash
    (3,049 )  (3,075 )
     Cash, beginning of period    10,349    6,892  


     Cash, end of period   $ 7,300   $ 3,817  


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