EX-99.(C)(5) 3 dex99c5.htm PRESENTATION OF DUFF & PHELPS, LLC Presentation of Duff & Phelps, LLC
Project Giant
Fair Value of the Common Stock of Giant
Presentation to the Board of Directors of Giant
September 7, 2008
The
information
contained
herein
is
of
a
confidential
nature
and
is
intended
for
the
exclusive
use
of
the
persons
or
firm
to
whom
it
is
furnished
by
us.
Reproduction, publication, or dissemination of portions hereof
may not be made without prior approval of Duff & Phelps, LLC.
Exhibit (C)(5)


2
The following pages contain material provided to the Board of Directors (the “Board”) of Gehl
Company (“Gehl”
or the “Company”). 
It
is
Duff
&
Phelps’
understanding
that
the
materials
provided
will
be
used
by
the
Board
for
the
purpose
of
complying
with
the
requirements of section DFI-Sec 6.05 of the regulations of the Wisconsin Department of Financial Institutions in connection with the
contemplated Proposed Transaction, as herein defined. The accompanying material was compiled or prepared on a confidential basis
for
the
sole
use
of
the
Board,
and
not
with
a
view
toward
public
disclosure.
The information utilized in preparing this presentation was obtained from the Company and public sources. Any estimates and
projections contained herein involve numerous and significant subjective determinations, which may or may not prove to be correct. 
No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing
contained herein is, or shall be relied upon as, a representation, whether as to the past or the future.  Duff & Phelps, LLC (“Duff &
Phelps”) did not attempt to independently verify such information.
Because this material was prepared for use in the context of an oral presentation to the Board, which is familiar with the business and
affairs of the Company, neither the Company nor Duff & Phelps, nor any of their respective legal or financial advisors or accountants,
take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Board.
These
materials
are
not
intended
to
represent
an
opinion
but
rather
to
serve
as
discussion
materials
for
the
Board
to
review
and
as
a
basis upon which Duff & Phelps may render an opinion.
Disclaimer


I.
Introduction and Background
II.
Valuation Analysis
-
Discounted Cash Flow Analysis
-
Selected Public Company / M&A Transaction Analysis
III.
Conclusion
Table of Contents


I.
Introduction and Background


5
Introduction and Background
Duff & Phelps Corporation (NYSE: DUF) is a leading provider of independent financial advisory
and investment banking services, supporting client needs principally in the areas of valuation,
transactions, financial restructurings and disputes.
Our professionals bring practical experience, responsiveness and
a collaborative approach to
satisfy our clients’
needs with the rigor and independence that the market demands.
When our
clients can’t afford to get their analysis wrong, they look to Duff & Phelps
to get it right.
With over 1,100 employees serving clients worldwide through offices in the United States, Europe
and Asia, Duff & Phelps is committed to delivering insightful advice and service of exceptional
quality, integrity and objectivity.
Services Offered
M&A Advisory
Financial Restructurings
Tax Valuations and Transfer Pricing
Transaction Due Diligence
Dispute Consulting
Commercial Reasonable Opinions on Related-Party Debt
Securities
Independent Business Valuations
Fairness Opinions
Solvency Opinions
Real Estate Advisory
Financial Reporting Valuations
Portfolio Valuations


6
Introduction and Background
The Engagement
Duff & Phelps was retained by the Board of Directors of Gehl
Company as an independent financial advisor to provide an opinion (the
“Opinion”)
as
of
the
date
hereof
as
to
the
fair
value
of
the
common
stock
of
the
Company.
It
is
Duff
&
Phelps’
understanding
that
the
Opinion will be used by the Board of Directors for the purpose of complying with the requirements of section DFI-Sec 6.05 of the
regulations of the Wisconsin Department of Financial Institutions in connection with the contemplated transaction described below
(the “Proposed Transaction”).  The Proposed Transaction involves the acquisition of the common stock of the Company by Manitou
BF S.A. pursuant to a cash tender offer and second step merger.
As
used
in
the
Opinion,
the
term
"fair
value"
means
the
value
of
the
shares
of
common
stock
of
the
Company,
excluding
any
appreciation or depreciation in anticipation of the Proposed Transaction, with no minority discount or lack-of-marketability discount; it
is intended to reflect the value of a shareholder's proportionate interest in the Company without any such discounts.


7
Introduction and Background
Scope of Analysis
Duff
&
Phelps’
procedures,
investigations,
and
financial
analysis
with
respect
to
the
preparation
of
its
Opinion
included,
but
were
not
limited to, the items summarized below:
Discussed
the
operations,
financial
condition,
future
prospects,
and
projected
performance
of
the
Company
with
the
management
of the Company;
Reviewed
certain
audited
financial
statements
and
other
business
and
financial
information
of
the
Company;
Reviewed certain internal financial statements and other financial and operating data concerning the Company, which the
Company has respectively identified as being the most current financial statements available;
Reviewed certain financial forecasts prepared by the management of the Company;
Reviewed the historical trading price and trading volume of the common stock of the Company, and publicly traded securities of
certain other companies that it deemed relevant;
Compared the financial performance of the Company with the performance of certain other publicly traded companies that it
deemed relevant; and
Conducted such other analyses as it deemed appropriate and considered such other factors as it deemed relevant.


8
Introduction and Background
In performing its analyses and rendering its Opinion with respect to the Proposed Transaction, Duff & Phelps:
Relied
upon
the
accuracy,
completeness,
and
fair
presentation
of
all
information,
data,
advice,
opinions
and
representations
obtained
from public sources or provided to it from private sources, including Company management, and did not independently verify such
information; and
Assumed, management of the Company having so advised us, that any estimates, evaluations, forecasts and projections furnished to
Duff & Phelps by or on behalf of the Company were reasonably prepared and based upon the best currently available information and
good faith judgment of the person furnishing the same.


II.
Valuation Analysis


10
Valuation Analysis
Valuation Methodologies
Duff &
Phelps’
opinion
of
the
fair
value
of
the
common
stock
of
the
Company
is
based
on
our
independent
valuation
analysis.
Our
independent valuation analysis uses the following generally accepted valuation methodologies.  The results of each methodology were
considered in conjunction with all of the methodologies.
Discounted Cash Flow (“DCF”) Methodology
The DCF Analysis determines value by discounting the projected free cash flows of the Company by a market related discount rate
which incorporates the inherent risks of the Company.
Selected
Public
Company
Methodology
The Selected Public Company analysis derives value from the public market based on pricing multiples of selected companies.
Mergers & Acquisition (“M&A”) Methodology
The M&A Analysis derives value from the implied pricing multiples of companies that have been acquired within the Company’s
industry.


11
Valuation Analysis
Discounted Cash Flow Analysis
As
part
of
its
valuation
analysis,
Duff
&
Phelps
performed
a
DCF
analysis
for
the
fiscal
years
2008
through
2017
(the
“projection
period”).  Duff & Phelps discounted the projected free cash flows of the Company at a market-related discount rate which reflects the
inherent risks of the Company.
Free cash flow is defined as cash that is available to either reinvest or distribute to security holders.
The
projected
free
cash
flows
are
discounted
to
the
present
at
a
rate
which
reflects
the
relative
risk
associated
with
these
cash
flows, as well as the rates of return which security holders could expect to realize on alternative investment opportunities.
Our analysis is based upon Management’s forecasted performance for the Company through 2013.
Net sales are expected to decline 13.9% to $394.0 million in 2008, rebound 19.2% to $469.8 million in 2009 (2.7% higher than 2007
net sales), and grow 18.9%, 17.5%, and 11.2%, respectively for each of 2010, 2011, and 2012.  The Company’s net sales growth is
expected
to
be
approximately
flat
in
2013.
Following
2013,
Duff
&
Phelps
estimated
net
sales
growth
of
2.0%
in
2014,
and
3.0%
thereafter, representing a long-term growth rate for the business.
EBITDA margin is expected to increase to 12.2% by 2013, from 10.5% in 2007, as the Company introduces higher-margin product
lines and begins to bring additional manufacturing in-house.  EBITDA margin is expected to remain at 12.2% for the remainder of the
projection period.


12
Valuation Analysis
Discounted Cash Flow Analysis (continued)
Capital expenditures are expected to be $21.6 million in 2008 and $25.1 million in 2009, representing 5.5% and 5.3% of net sales,
respectively.  Capital expenditures in 2008 and 2009 are higher than historical levels, as the Company completes its new R&D facility
and new corporate headquarters, and builds or acquires a new manufacturing facility.  Capital expenditures are estimated to return to a
normal level of 1.3% of net sales by 2013, and remain at that level for the remainder of the projection period.
Working capital investment and the investment in finance contracts receivable and retained interest in sold finance contracts receivable
were based on Management’s estimates through 2013.
As of June 30, 2008, the Company’s working capital balance exceeded normal levels, and the Company expects to reduce working
capital
significantly
by
the
end
of
2008.
Duff
&
Phelps’
DCF
analysis
excludes
the
value
of
the
excess
working
capital.
Duff & Phelps discounted the free cash flows and terminal value using a selected range of the weighted average cost of capital
(“WACC”) of 10.75% to 11.75%.
Beyond
the
projection
period,
we
estimated
the
“continuing
value”
of
the
Company
by
utilizing
a
commonly
accepted
perpetuity
formula.  This continuing value is equivalent to the present value of all cash flows after the projection period.  Our “continuing value”
calculation is based on a terminal growth rate of 3.0%.


13
Discounted Cash Flow Analysis (continued)
A summary of our discounted cash flow analysis is shown below:
Valuation Analysis
Gehl
Company
Discounted Cash Flow Analysis
($ in thousands)
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
10-yr CAGR
Net sales
457,612
$      
394,012
$      
469,812
$      
558,491
$      
656,496
$      
729,889
$      
731,855
$      
746,492
$      
768,887
$      
791,953
$      
815,712
$      
6.0%
Growth
-5.9%
-13.9%
19.2%
18.9%
17.5%
11.2%
0.3%
2.0%
3.0%
3.0%
3.0%
EBITDA
48,186
$       
25,650
$       
36,917
$       
58,446
$       
78,116
$       
92,011
$       
89,186
$       
90,970
$       
93,699
$       
96,510
$       
99,405
$       
7.5%
EBITDA Margin
10.5%
6.5%
7.9%
10.5%
11.9%
12.6%
12.2%
12.2%
12.2%
12.2%
12.2%
Free Cash Flow
6/08 -
12/08
2009
2010
2011
2012
2013
2014
2015
2016
2017
Earnings Before Interest and Taxes
10,669
$       
27,104
$       
45,791
$       
65,735
$       
80,101
$       
77,873
$       
79,829
$       
82,667
$       
85,535
$       
88,420
$       
Pro forma taxes at 39.5%
(4,214)
(10,706)
(18,088)
(25,965)
(31,640)
(30,760)
(31,532)
(32,653)
(33,786)
(34,926)
Net Operating Profit After Tax
6,455
16,398
27,704
39,770
48,461
47,113
48,297
50,014
51,748
53,494
Depreciation & Amortization
2,356
9,418
11,914
11,301
10,839
10,501
10,266
10,104
10,020
10,000
(Increase) Decrease in Working Capital
43,552
(13,701)
(27,572)
(30,246)
(25,348)
(678)
(5,065)
(7,750)
(7,982)
(8,222)
Investment in Finance Assets
5,286
(13,088)
(18,992)
(21,557)
(17,178)
(2,780)
(3,264)
(4,994)
(5,143)
(5,298)
Capital Expenditures
(15,201)
(25,108)
(8,408)
(8,658)
(8,908)
(9,158)
(9,341)
(9,621)
(9,910)
(10,207)
Free Cash Flow
42,448
$       
(26,081)
$      
(15,354)
$      
(9,390)
$        
7,866
$         
44,998
$       
40,892
$       
37,753
$       
38,732
$       
39,768
$       
Weighted Average Cost of Capital
11.75%
11.25%
10.75%
Enterprise Value
1
240,000
$     
260,000
$     
280,000
$     
Gehl
Performance
Implied Enterprise Valuation Multiples
LTM EBITDA
33,462
$       
7.2x
7.8x
8.4x
Projected 2008 EBITDA
25,650
9.4x
10.1x
10.9x
Projected 2009 EBITDA
36,917
6.5x
7.0x
7.6x
5-yr. Avg. EBITDA
36,589
6.6x
7.1x
7.7x
LTM Net sales
400,289
0.60x
0.65x
0.70x
1
Enterprise Value reflects an adjustment to exclude approximately $37 million of excess working capital as of June 30, 2008.


14
Selected Public Company Analysis
Duff & Phelps reviewed the current trading multiples of twelve publicly traded construction and agricultural equipment manufacturers
that Duff & Phelps determined to be relevant to its analysis. Duff & Phelps analyzed the historical and projected financial performance
(where earnings estimates were available) for each of the publicly traded companies. Duff & Phelps then analyzed the peer group’s
trading multiples of enterprise value (“EV”) to their respective historical and projected EBITDA.
We selected the following twelve companies:  Bell Equipment, Ltd., Cascade Corp., Caterpillar, Inc., CNH Global NV, Deere & Co.,
Doosan
Infracore
Co. Ltd., Hitachi Construction Machinery Co. Ltd., Kubota Corp., Manitou BF S.A., Oshkosh Corporation, Terex
Corp., and Wacker
Construction Equipment, AG.
Selected M&A Transaction Analysis
Duff & Phelps selected 17 merger and acquisition transactions involving target companies that Duff & Phelps determined to be relevant
to its analysis. Duff & Phelps computed the LTM EBITDA and LTM revenue for each of the target companies as of the transaction
announcement date (where publicly disclosed).  Duff & Phelps then calculated the implied enterprise value for each transaction, and the
resulting enterprise value multiples.
None of the companies utilized for comparative purposes in the following analysis are, of course, identical to the Company. 
Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected companies and involves
complex considerations and judgments concerning differences in financial and operating characteristics of such companies,
as well as other factors that could affect their value relative to that of the Company.
Valuation Analysis


15
Selected Public Company Analysis (continued)
Valuation Analysis
Gehl
Company
SELECTED PUBLIC COMPANY ANALYSIS
COMPANY INFORMATION
Company Name
Stock Price
as of
9/2/2008
% of
52-Week
High
LTM
Revenue
Enterprise
Value
LTM
Revenue
Growth
LTM
EBITDA
Growth
3-Yr.
EBITDA
CAGR
2008
EBITDA
Growth
2009
EBITDA
Growth
LTM
EBITDA
Margin
3-Yr. Avg.
EBITDA
Margin
2008
EBITDA
Margin
2009
EBITDA
Margin
EV / LTM
EBITDA
EV / 2008
EBITDA
EV / 2009
EBITDA
EV / LTM
Revenue
Bell Equipment Ltd.
$4.12
57.1%
$687
$486
31.4%
27.9%
120.6%
NA%
NA%
13.2%
8.7%
NA
%
NA%
5.3x
NAx
NAx
0.71x
Cascade Corp.
50.69
66.8 
572
657
15.3 
1.7 
16.1 
-3.9%
7.4%
16.1 
17.6 
15.1%
15.7%
7.1
7.1x
6.7x
1.15
Caterpillar Inc.
69.08
81.0 
49,006
73,260
14.3 
15.6 
18.1 
1.2 
8.4 
14.9 
15.1 
14.3 
14.4 
10.1
10.8
9.9
1.49
CNH Global NV
37.04
53.8 
18,084
19,303
29.8 
26.4 
18.9 
-4.5 
9.7 
13.8 
12.9 
11.5 
11.5 
7.7
8.9
8.2
1.07
Deere & Co.
68.71
72.6 
27,177
49,517
17.9 
17.8 
11.4 
35.1 
16.1 
19.0 
17.8 
13.9 
14.9 
9.6
13.2
11.4
1.82
Doosan
Infracore
Co. Ltd.
1,2
14.33
36.8 
3,822
2,681
15.4 
21.6 
NA%
17.0 
8.4 
10.2 
10.0 
12.6 
12.0 
6.9
5.6
5.1
0.70
Hitachi Construction Machinery Co. Ltd.
23.15
50.6 
8,888
6,431
22.5 
27.3 
36.5 
9.9 
5.8 
14.6 
13.5 
13.5 
13.9 
4.9
5.0
4.7
0.72
Kubota Corp.
6.97
77.2 
10,539
11,863
0.4 
3.5 
11.5 
-5.4 
6.1 
14.4 
14.3 
13.4 
14.2 
7.8
8.2
7.8
1.13
Manitou BF S.A.
25.77
42.8 
1,832
834
11.7 
-1.6 
13.9 
-4.2 
-1.9 
11.6 
12.3 
10.4 
10.3 
3.9
4.1
4.2
0.46
Oshkosh Corporation
16.12
25.8 
7,034
4,093
13.4 
NM%
NM%
-1.0 
-3.4 
11.2 
8.9 
10.1 
9.8 
5.2
5.8
6.0
0.58
Terex Corp.
49.54
55.0 
10,081
5,628
21.6 
29.6 
52.0 
19.8 
4.3 
11.8 
9.6 
11.7 
11.9 
4.7
4.5
4.3
0.56
Wacker
Construction Equipment AG
2
10.87
31.4 
1,614
842
10.9 
10.3 
NM%
-39.6 
-3.5 
NM%
15.5 
11.0 
11.0 
NMx
6.1
6.3
NMx
Mean
54.2%
$11,611
$14,633
17.0%
16.4%
33.2%
2.2%
5.2%
13.7%
13.0%
12.5%
12.7%
6.7x
7.2x
6.8x
0.94x
Median
54.4%
$7,961
$4,861
15.3%
17.8%
18.1%
-1.0%
6.1%
13.8%
13.2%
12.6%
12.0%
6.9x
6.1x
6.3x
0.72x
Gehl
Company
$15.03
60.6%
$400
$255
-15.8%
-32.0%
22.2%
-46.8%
43.9%
8.4%
10.2%
6.5%
7.9%
7.6x
10.0x
6.9x
0.64x
Gehl
Company -
Analyst Projections
-41.9%
15.0%
7.1%
7.8%
9.1x
7.9x
1
LTM
Sales,
EBITDA,
Debt,and
Shareholder's Equity
reflect
June
30,
2008
balances,while
cash
and
investment
balances
reflect
December
31,
2007.
2
LTM Revenue and EBITDA growth is based on FYE 2007 data.
$ in USD millions except per share data.
LTM = Latest Twelve Months.
EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization
Source: Bloomberg, Capital IQ, SEC filings.
MARKET / FINANCIAL DATA
GROWTH ANALYSIS
MARGIN ANALYSIS
VALUATION MULTIPLES
2


16
Selected
Public
Company
Analysis
(continued)
Comparison
of
Geographic
Markets
Served
and
End-User
Markets
Served
Gehl
is
generally
less
geographically
diverse,
and
similarly
diverse
in
terms
of
end-user
markets,
relative
to
the
selected
public
companies.
Valuation Analysis
Notes:
1
Percentages were calculated before financing revenue.
2
Gehl
“International”
revenue classified as “Construction.”
3
Caterpillar “Machinery”
and
“Engines”
revenue
classified
as
“Construction.”
4
Doosan
“Machine
Tools
and
Engines”
revenue
classified
as
“Industrial.”
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Selected Public Company
Geographic Diversity - by Revenue
North America
Europe
Asia
Other
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Selected Public Company
End-User Markets - by Revenue
Construction
Agricultural
Industrial
Other


17
Selected Public Company Analysis (continued)
The
following
observations
were
made
concerning
the
financial
comparisons
of
Gehl
to
the
selected
public
companies
in
our
selection
of valuation multiples:
Size –
As measured by revenues, Gehl
is smaller than all of the selected public companies.  Generally, smaller companies have
higher required rates of return than larger companies which, all
else
equal, results in lower valuation multiples.
Growth –
While Gehl’s
LTM revenues have declined, revenue for most of the selected public companies grew in the LTM period. 
Gehl
is projecting a decline in revenue in 2008, while most of the selected public companies are expecting to grow revenues. 
However,
over
a
three-fiscal-year
period,
Gehl’s
EBITDA
growth
is
similar
to
the
EBITDA
growth
of
the
selected
public
companies.  In addition, Gehl
is projecting higher EBITDA growth than the selected public companies in 2009.
Profitability –
Gehl
is less profitable than the selected public companies, as measured by EBITDA margin.  Typically, companies
that are more profitable have higher revenue multiples.
Gehl’s
business is less diversified geographically than the most of the selected public companies, but similarly diverse relative to
most of the selected public companies in terms of its end-user markets.
The previously discussed factors led Duff & Phelps to select EV / LTM EBITDA multiples and EV / Projected EBITDA multiples
that
were
near
the
medians
of
the
selected
public
companies,
and
EV
/
revenue
multiples
that
were
below
the
median
of
the
selected
public companies.
Valuation Analysis


18
Selected M&A Transaction Analysis
Valuation Analysis
GehlCompany
Selected M&A Transaction Analysis
(in millions of reported currency)
Date Announced
Acquirer Name
Target Business Description
Target Name
Enterprise
Value
LTM Revenue
LTM EBITDA
LTM EBITDA
Growth
1 Year
Projected
EBITDA
Growth¹
Target
EBITDA
Margin
LTM
Revenue
LTM
EBITDA
1 Year
Projected
EBITDA
1
07/22/08
Segulah
Advisor AB
Engages in the development, manufacture, and marketing of chain and
lifting components.
Gunnebo
Industrier
AB
SEK 2,338.8
SEK 2,140.6
SEK 278.4
5.7%
4.5%
13.0%
1.09x
8.4x
8.1x
01/13/08
Terex Corp.
Engages in the design, manufacture, and sale of rubber track machines
and related accessories.
A.S.V. Inc.
$452.8
$199.9
$18.9
-56.8%
NM
9.5%
2.27x
24.0x
19.6x
07/29/07
Doosan
Infracore
Co. Ltd.
Provides compact construction equipment and attachments.
Bobcat Company
$4,900.0
$2,600.0
NA
NA
NA
NA
1.88x
NA
NA
07/27/07
Volvo Construction Equipment
Corporation
Manufactures asphalt paving equipment, compaction equipment, and
construction-related material handling equipment.
Ingersoll-Rand Co., Ltd., Road Development Division
$1,300.0
$864.0
NA
NA
NA
NA
1.50x
NA
NA
07/24/07
OAO Rostselmash
Engages in the design, manufacture, and distribution of agricultural
equipment.
Buhler Industries Inc.
CAD 218.2
CAD 159.6
CAD 17.3
-28.5%
-21.1%
10.8%
1.37x
12.6x
11.9x
05/15/07
H&E Equipment Services Inc.
Sells construction equipment such as wheel loaders, excavators, dozers,
and handlers.
J.W. Burress, Inc.
$122.0
$169.4
$29.7
NA
NA
17.6%
0.72x
4.1x
NA
03/30/07
Wacker
Construction Equipment
AG
Engages in the development, manufacture, and marketing of compact
construction machines in Europe.
Neuson
Kramer Baumaschinen
AG
627.6
260.0
NA
NA
NA
NA
2.41x
NA
NA
02/05/07
Atlas Copco
Group
Manufactures and supplies compaction and paving equipment.
Dynapac
AB
SEK 6,300.0
SEK 4,600.0
NA
NA
NA
NA
1.37x
NA
NA
12/21/06
Odyssey Investment Partners, LLC
Designs, develops, manufactures, assembles, markets, and distributes
waste handling equipment in North America.
Wastequip, Inc.
$616.0
$400.0
NA
NA
NA
NA
1.54x
NA
NA
11/05/06
Goldman Sachs Group & KKR
Manufactures and sells material handling products.
Kion
Group GmbH
4,000.0
3,627.0
NA
NA
NA
NA
1.10x
NA
NA
10/19/06
Manitex
International, Inc.
Designs and manufactures rough terrain forklifts and other material
handling
equipment.
Liftking
Industries, Inc.
CAD 10.8
CAD 20.5
NA
NA
NA
NA
0.53x
NA
NA
10/15/06
Oshkosh Corporation
Engages in the design, manufacture, and sale of aerial work platforms,
telehandlers, and trailers.
JLG Industries Inc.
$2,963.9
$2,289.4
$277.0
85.7%
30.7%
12.1%
1.29x
10.7x
8.2x
09/27/06
Volvo Construction Equipment
Corporation
Manufactures wheel loaders, excavators, road rollers, backhoe loaders,
and
pumps.
Shandong
Lingong
Construction
Machinery
Co.,
Ltd.
$59.2
$253.1
NA
NA
NA
NA
0.23x
NA
NA
07/27/06
KBC Private Equity NV
Manufactures heavy-duty off and on road vehicles.
TATRA, a.s.
CZK 726.6
CZK 1,800.0
NA
NA
NA
NA
0.40x
NA
NA
02/17/06
Cardo
AB
Develops, manufactures, and supplies loading and unloading solutions.
Grupo
Combursa
SEK 320.0
SEK 275.0
NA
NA
NA
NA
1.16x
NA
NA
02/14/06
Lavendon
Group Plc
Offers
boom
lifts,
scissor
lifts,
truck
mounts,
and
underbridge
equipment
for sale, as well as for hire.
Panther Work Platforms Limited
£20.4
£8.7
NA
NA
NA
NA
2.34x
NA
NA
06/27/05
Sentinel Capital Partners, L.L.C.
Engages in engineering, manufacturing, and selling heavy equipment for
the
logging industry.
Madill Equipment
CAD 80.0
CAD 62.4
NA
NA
NA
NA
0.78x
NA
NA
Mean
1.5%
4.7%
12.6%
1.29x
12.0x
12.0x
Median
-11.4%
4.5%
12.1%
1.29x
10.7x
10.1x
1
Projections are provided by Reuters Estimates at the announcement date of the transaction.
Sources: Capital IQ, Bloomberg LP and Company Filings
Transaction Details
Financial Performance
Enterprise Value Multiples


19
Selected Public Company / M&A Transaction Analysis Summary
We performed our valuation analysis using the selected public companies and the selected M&A transactions under the “fair value”
standard set forth on page 5 of this presentation.
In selecting valuation multiples for the Company, we took into consideration a variety of factors, as previously discussed, including: size,
profitability, growth and business model.
In our selection of multiples, we also took into consideration (i) that public company stock prices reflect minority interest values, and
(ii) that
M&A
Transaction
prices
may
include
additional
premiums
for
synergies
and
other
factors
specific
to
each
transaction.
Valuation Analysis
Gehl
Company
Selected Public Company / M&A Transaction Analysis Summary
As of September 7, 2008
($ in thousands)
Enterprise Valuation Multiples
Valuation Summary
Metric
Public Company
Range
Public Company
Median
Transaction
Median
Selected Multiple Range
Gehl
Performance
Enterprise Value Range
LTM EBITDA
3.9x -
10.1x
6.9x
10.7x
7.0x
-
8.0x
$33,462
$234,000
-
$268,000
2009 Projected EBITDA
4.2x -
11.4x
6.3x
NA
6.5x
-
7.5x
$36,917
$240,000
-
$277,000
LTM Net sales
0.46x -
1.82x
0.72x
1.29x
0.55x
-
0.65x
$400,289
$220,000
-
$260,000
Estimated Enterprise Value
$230,000
-
$270,000
Gehl
Implied Enterprise
Performance Measure
Performance
Valuation Multiple
LTM EBITDA
$33,462
6.9x
8.1x
2008 Projected EBITDA
25,650
9.0x
10.5x
2009 Projected EBITDA
36,917
6.2x
7.3x
LTM Net sales
400,289
0.57x
0.67x


20
Enterprise Value
As shown in the table below, Duff & Phelps calculated an enterprise value for the Company between $235 million and $275 million.
Valuation Analysis
Gehl
Company
Enterprise Valuation Summary
As of September 7, 2008
($ in thousands)
Enterprise Value Conclusions
Methodologies
Low
Mid
High
Discounted Cash Flow Analysis
240,000
$   
260,000
$   
280,000
$   
Selected Public Company / M&A Transaction Analysis
230,000
250,000
270,000
Enterprise
Value
235,000
$  
255,000
$  
275,000
$  
Gehl
Implied Enterprise
Performance Measure
Performance
Valuation Multiples
LTM EBITDA
33,462
$    
7.0x
7.6x
8.2x
2008 Projected EBITDA (Management estimate)
25,650
9.2x
9.9x
10.7x
2009 Projected EBITDA (Management estimate)
36,917
6.4x
6.9x
7.4x
2009
Projected
EBITDA
(Analyst
conensus)
32,200
7.3x
7.9x
8.5x
LTM Net sales
400,289
0.59x
0.64x
0.69x
1
Represents consensus equity analyst estimate, as provided by Reuters.
1


III.
Conclusion


22
Equity Value
We concluded an enterprise value range of $235 million to $275 million, and calculated a fair value per common share ranging from
$16.05 to $19.20, with a mid-point of $17.65.
Based upon
and
subject
to
the
foregoing,
Duff
&
Phelps
is
of
the
opinion
that,
as
of
the
date
hereof,
the
fair
value
of
the
common
stock
of the Company is $17.65 per share.
Conclusion
Gehl
Company
Equity Valuation Summary
As of September 7, 2008
($ in thousands, except per share amounts)
Low
Mid
High
Enterprise Value
235,000
$      
255,000
$      
275,000
$      
Less: Debt
(77,855)
(77,855)
(77,855)
Plus: Cash
4,984
4,984
4,984
Plus: Excess working capital
2
37,000
37,000
37,000
Aggregate Equity Value
199,129
$      
219,129
$      
239,129
$      
Less: After-tax cost of management options
3
(4,087)
(5,127)
(6,241)
Equity Value
195,042
$      
214,002
$      
232,888
$      
Common Shares Outstanding
12,136
12,136
12,136
Fair value per common share (rounded)
16.05
$          
17.65
$          
19.20
$          
1
Balance as of June 30, 2008.
2
Working capital balance as of June 30, 2008 in excess of normalized level of working capital.
3
After-tax
dilution
impact
of
985,252
options
and
SARS
outstanding
determined
using
a
Black-Scholes
option-pricing
model.
1
1