SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 27, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES 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
or organization) Identification No.)
143 Water Street, West Bend, WI 53095
(Address of principal executive office) (zip code)
(414) 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 for 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 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 27, 1998
Common Stock, $.10 Par Value 6,401,824
GEHL COMPANY
FORM 10-Q
June 27, 1998
REPORT INDEX
Page No.
PART I. - FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the
Three- and Six-Month Periods Ended June 27, 1998
and June 28, 1997 . . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheets at June 27, 1998,
December 31, 1997, and June 28, 1997 . . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the
Six-Month Periods Ended June 27, 1998 and
June 28, 1997 . . . . . . . . . . . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition . . . . . . . . . . . . . 8
Item 3. Quantitive and Qualitative Disclosures about Market Risk 11
PART II. - OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 12
SIGNATURES . 13
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data; unaudited)
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1998 1997 1998 1997
NET SALES $ 75,231 $ 51,592 $136,519 $ 95,267
Cost of goods sold 54,056 36,045 99,493 66,737
-------- -------- -------- --------
GROSS PROFIT 21,175 15,547 37,026 28,530
Selling, general and
administrative expenses 11,676 8,951 22,549 17,783
-------- -------- -------- --------
INCOME FROM OPERATIONS 9,499 6,596 14,477 10,747
Interest expense (1,251) (459) (2,427) (927)
Interest income 407 339 753 661
Other expense, net (578) (406) (596) (459)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 8,077 6,070 12,207 10,022
Income tax provision 2,867 2,185 4,333 3,608
-------- -------- -------- --------
NET INCOME $ 5,210 $ 3,885 $ 7,874 $ 6,414
======== ======== ======== ========
EARNINGS PER SHARE
Diluted $ .78 $ .60 $ 1.18 $ 1.00
Basic $ .81 $ .63 $ 1.24 $ 1.04
The accompanying notes are an integral part of the financial statements.
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 27, December 31, June 28,
1998 1997 1997
ASSETS (Unaudited) (Unaudited)
Cash $ 6,380 $ 1,239 $ 6,576
Accounts receivable-net 85,084 72,190 64,317
Finance contracts receivable-net 10,766 8,210 6,918
Inventories 26,953 30,340 17,579
Deferred tax assets 4,217 4,217 4,385
Prepaid expenses and other assets 1,422 1,645 1,391
---------- ---------- ----------
Total Current Assets 134,822 117,841 101,166
---------- ---------- ----------
Property, plant and equipment-net 34,552 35,082 23,521
Finance contracts receivable-net,
non-current 3,924 3,031 4,101
Intangible assets 14,484 14,816 -
Other assets 5,482 5,453 5,424
--------- ---------- ---------
TOTAL ASSETS $ 193,264 $ 176,223 $ 134,212
========= ========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term debt
obligations $ 661 $ 672 $ 186
Accounts payable 27,219 22,212 18,917
Accrued liabilities 25,880 21,444 19,781
--------- --------- ---------
Total Current Liabilities 53,760 44,328 38,884
--------- --------- ---------
Line of credit facility 37,732 39,357 11,344
Long-term debt obligations 9,623 9,689 8,645
Other long-term liabilities 1,947 1,855 1,678
Deferred income taxes 3,421 3,421 2,369
--------- --------- ---------
Total Long-Term Liabilities 52,723 54,322 24,036
--------- --------- ---------
Common stock, $.10 par value,
25,000,000 shares authorized,
6,401,824, 6,212,686 and 6,196,898
shares outstanding, respectively 640 621 620
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 27,634 26,319 26,197
Retained earnings 58,507 50,633 44,475
--------- --------- ---------
Total Shareholders' Equity 86,781 77,573 71,292
--------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 193,264 $ 176,223 $ 134,212
========= ========= =========
The accompanying notes are an integral part of the financial statements.
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
Six Months Ended
June 27, June 28,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 7,874 $ 6,414
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,469 1,418
Increase in finance contracts receivable (25,031) (19,033)
Proceeds from sales of finance contracts 20,994 15,913
Cost of sales of finance contracts 588 482
Net changes in remaining working capital items 159 (810)
------------ ----------
Net cash provided by operating activities 7,053 4,384
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment additions, net (1,598) (3,182)
Other assets (38) 233
------------ ----------
Net cash (used for) investing activities (1,636) (2,949)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in long-term debt obligations (77) (87)
Increase in long-term liabilities 92 84
(Repayments of) proceeds from credit facility (1,625) 890
Proceeds from issuance of common stock 1,334 239
Purchase of warrant - (193)
------------ ----------
Net cash (used for) provided by
financing activities (276) 933
------------ ----------
Net increase in cash 5,141 2,368
Cash, beginning of period 1,239 4,208
------------ ----------
Cash, end of period $ 6,380 $ 6,576
============ ==========
Supplemental disclosure of cash flow
information:
Cash paid for the following:
Interest $ 2,329 $ 898
Income taxes $ 2,449 $ 2,251
The accompanying notes are an integral part of the financial statements.
GEHL COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 27, 1998
(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 generally accepted accounting principles 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.
In the opinion of management, the information furnished for the three-
and six-month periods ended June 27, 1998 and June 28, 1997 includes all
adjustments, consisting only of normal recurring accruals, necessary for a
fair presentation of the results of operations and financial position of the
Company. The results of operations for the six months ended June 27, 1998 are
not necessarily indicative of the results to be expected for the entire year,
due in part, to the seasonal nature of the Company's business.
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, 1997 as
filed with the Securities and Exchange Commission.
NOTE 2 - 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.
NOTE 3 - 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 27, December 31, June 28,
1998 1997 1997
--------- ------------ ---------
Raw materials and supplies $13,217 $14,830 $9,601
Work-in-process 5,522 5,182 4,697
Finished machines and parts 27,464 29,578 22,076
--------- ------------ ---------
Total current cost value 46,203 49,590 36,374
Adjustments to LIFO basis (19,250) (19,250) (18,795)
--------- ------------ ---------
$26,953 $30,340 $17,579
========= ============ =========
NOTE 4 - ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued Statement
of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which is effective for fiscal quarters of
fiscal years beginning after June 15, 1999. Due to the Company's current
limited use of derivative instruments, the adoption of this statement is not
expected to effect the Company's financial condition or results of operations.
SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits: an amendment of FASB Statements No. 87, 88 and 106" was adopted
January 1, 1998. This statement revises disclosure requirements for pension
and other postretirement benefit plans. The revised rules are intended to
improve the understandability of benefit disclosures, to eliminate certain
requirements that the FASB believes are no longer necessary, and to
standardize footnote disclosures. None of the SFAS No. 132 changes affect the
measurement or the recognition of benefit costs. The appropriate footnote
disclosures will be incorporated into the Company's Form 10-K filing for the
year ending December 31, 1998. Effective January 1, 1998, the Company adopted
SFAS No. 130 "Reporting Comprehensive Income", the effect of which was
immaterial to the financial statements. SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", was adopted effective
January 1, 1998. This statement establishes standards for the way that
business enterprises report information, financial and descriptive, about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The appropriate footnote disclosures will be incorporated into the
Company's Form 10-K filing for the year ending December 31, 1998 as required.
NOTE 5 - EARNINGS PER SHARE
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 which would arise from the exercise of stock options and warrants.
A reconciliation of the shares used in the computation of earnings per share
follows (in thousands):
For the second quarter ended: June 27, 1998 June 28, 1997
------------- -------------
Basic shares 6,399 6,191
Effect of warrants and options 290 288
----- -----
Diluted shares 6,689 6,479
===== =====
For the six months ended: June 27, 1998 June 28, 1997
------------- -------------
Basic shares 6,336 6,188
Effect of warrants and options 342 254
----- -----
Diluted shares 6,678 6,442
===== =====
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations
Three Months Ended June 27, 1998 Compared to Three Months Ended June 28, 1997
Net sales for the second quarter of 1998 were $75.2 million, 46%
higher than the $51.6 million in the comparable period of 1997. The increase
was primarily due to the shipment of Mustang skid loaders in 1998, which
product line was acquired in the fourth quarter of 1997, as well as increased
demand for existing products and sales of newly introduced products.
Construction equipment's net sales increased 79% to $45.4 million in the
second quarter of 1998 from $25.4 million in the second quarter of 1997. The
construction equipment increase resulted from continued strong demand for the
Company's rough-terrain telescopic handlers and the aforementioned Mustang
skid loader product shipments. Agriculture equipment's net sales increased
14% to $29.8 million in the second quarter of 1998 from $26.2 million in the
second quarter of 1997. The increase was due primarily to the introduction of
new product offerings, including a forage harvester with a crop processing
attachment and a wider model disc mower conditioner. Of the Company's total
net sales reported for the second quarter of 1998, $12.3 million represented
sales made outside of the United States compared with $8.3 million in the
comparable period of 1997. The increase is due primarily to the addition of
Mustang product sales.
Gross profit increased $5.6 million, or 36%, during the second quarter
of 1998 versus the comparable period of 1997 due primarily to increased sales
volume. Gross profit as a percent of net sales decreased to 28.1% for the
second quarter of 1998 from 30.1% in the comparable period of 1997. Gross
profit as a percent of net sales for construction equipment decreased to 26.3%
in the second quarter of 1998 from 32.2% for the second quarter of 1997. This
decrease was due primarily to: 1) shipments of Mustang skid loaders which have
lower gross margins than other Company sales of construction equipment; and 2)
competitive pressures restricting price increases to lower levels than the
cost increases incurred by the Company. Gross profit as a percent of net
sales for agricultural equipment increased to 31.0% in the second quarter of
1998 from 28.2% for the second quarter of 1997. The primary reason for the
increase was the impact of a change in the mix of products shipped in the
second quarter of 1998 versus products shipped in comparable 1997.
Selling, general and administrative expenses increased $2.7 million,
or 30%, during the second quarter of 1998 versus the comparable period of
1997, due primarily to operating costs related to Mustang skid loader
operations. As a percent of net sales, selling, general and administrative
expenses decreased to 15.5% of net sales during the second quarter of 1998
versus 17.3% in the comparable period of 1997.
Second quarter 1998 income from operations of $9.5 million was 44%
higher than the $6.6 million in the second quarter of 1997.
Interest expense increased $792,000 to $1,251,000 in the second
quarter of 1998 from $459,000 in the second quarter of 1997. The increase was
a result of an increase in average debt outstanding to $59.0 million in the
second quarter of 1998 versus $23.8 million in the second quarter of 1997,
offset by the average rate of interest paid by the Company decreasing to
approximately 7.8% in the second quarter of 1998 from 8.0% in the comparable
period of 1997. The increase in the average debt outstanding was primarily
the result of the indebtedness related to the Mustang acquisition.
Six Months Ended June 27, 1998 Compared to Six Months Ended June 28, 1997
Net sales for the first six months of 1998 were $136.5 million, 43%
higher than the $95.3 million in the comparable period of 1997. The increase
was primarily due to the shipment of Mustang skid loaders as well as increased
demand for existing products and sales of newly introduced products.
Construction equipment's net sales increased 72% to $79.5 million in the first
six months of 1998 from $46.2 million in the first six months of 1997. The
construction equipment increase resulted from continued strong demand for the
Company's rough-terrain telescopic handler and the aforementioned Mustang skid
loader shipments. Agriculture equipment's net sales increased 16% to $57.0
million in the first six months of 1998 from $49.1 in the first six months of
1997. The increase was due primarily to skid loader shipments and the
introduction of new product offerings, including a forage harvester with a
crop processing attachment and a wider model disc mower conditioner. Of the
Company's total net sales reported for the first six months of 1998, $22.0
million represented sales made outside of the United States compared with
$16.4 million in the comparable period of 1997. The increase is due primarily
to the addition of Mustang product sales. As the Company has increased its
sales of construction equipment products, the Company has been successful in
reducing the seasonality of its sales. However, some sales seasonality still
remains, primarily in April through June, the Company's second fiscal quarter
which historically has tended to be the Company's strongest quarter for sales,
while the Company has historically experienced lower sales levels in its first
and fourth fiscal quarters in January through March and October through
December, respectively.
Gross profit increased $8.5 million, or 30%, during the first six
months of 1998 versus the comparable period of 1997, primarily due to
increased sales volume. Gross profit as a percent of net sales decreased to
27.1% for the first six months of 1998 from 29.9% in the comparable period of
1997. Gross profit as a percent of net sales for construction equipment
decreased to 25.5% in the first six months of 1998 from 31.5% in the first six
months of 1997. This decrease was due primarily to: 1) shipments of Mustang
skid loaders which have lower gross margins than other Company sales of
construction equipment; and 2) competitive pressures restricting price
increases to lower levels than the cost increases incurred by the Company.
Gross profit as a percent of net sales for agricultural equipment increased to
29.4% for the first six months of 1998 from 28.5% for the first six months of
1997. The primary reasons for the increase were: 1) export sales, typically
made at a lower gross margin than domestic sales, constituting a smaller
portion of the shipments in 1998 versus 1997; and 2) the impact of a change in
the mix of products shipped in 1998 versus products shipped in comparable
1997.
Selling, general and administrative expenses increased $4.8 million,
or 27%, during the first six months of 1998 versus the comparable period of
1997 due primarily to operating costs related to Mustang skid loader
operations. As a percent of net sales, selling, general and administrative
expenses decreased to 16.5% during the first six months of 1998 versus 18.7%
in the comparable period of 1997.
Income from operations in the first six months of 1998 of $14.5
million was 35% higher than the $10.7 million for the comparable period of
1997.
Interest expense increased $1.5 million to $2.4 million in the first
six months of 1998 from $927,000 in the first six months of 1997. The
increase was a result of an increase in average debt outstanding to $57.5
million in the first six months of 1998 versus $23.0 million in the comparable
period of 1997, offset by a decrease in the average rate of interest paid by
the Company to approximately 7.9% in the first six months of 1998 from 8.0% in
the comparable period of 1997. The increase in the average debt outstanding
was primarily the result of the indebtedness related to the Mustang
acquisition.
Financial Condition
The Company's working capital was $81.1 million at June 27, 1998, as
compared to $73.5 million at December 31, 1997, and $62.3 million at June 28,
1997. The increase since December 31, 1997 resulted primarily from seasonal
increases in accounts receivable. The increase since June 28, 1997 was due
primarily to the working capital associated with the acquired Mustang
operations.
The Company's cash flow provided by operating activities in the first
six months of 1998 was $7.1 million versus $4.4 million in comparable 1997.
The second quarter 1998 cash flow provided by operations was $15.3 million
compared to 1997's second quarter of $7.5 million provided by operations.
This increase was due primarily to a reduction in inventory and accounts
receivable in the second quarter of 1998.
Capital expenditures for property, plant and equipment during the
first six months of 1998 were approximately $1.6 million. The Company plans
to make approximately $5.0 million of capital expenditures in 1998.
Outstanding commitments as of June 27, 1998 totaled approximately $300,000.
As of June 27, 1998, the weighted average interest rate paid by the
Company on outstanding borrowings under its line of credit facility was 7.6%.
The Company had available unused borrowing capacity of $35.8 million, $28.3
million, and $53.0 million under the line of credit facility at June 27, 1998,
December 31, 1997, and June 28, 1997, respectively. At June 27, 1998,
December 31, 1997, and June 28, 1997, the borrowings outstanding under the
line of credit facility were $37.7 million, $39.4 million and $11.3 million,
respectively.
The sale of finance contracts is an important component of the
Company's overall liquidity. Gehl has arrangements with several financial
institutions and financial service companies to sell, with recourse, its
finance contracts receivable. The Company continues to service substantially
all contracts whether or not sold. At June 27, 1998, Gehl serviced $73.3
million of such contracts, of which $58.6 million were owned by other parties.
The Company believes that it has sufficient capacity to sell its retail
finance contracts for the foreseeable future.
Shareholders' equity at June 27, 1998 was $86.8 million. This amount
was $15.5 million higher than the $71.3 million of shareholders' equity at
June 28, 1997, due primarily to income earned from June 29, 1997 through June
27, 1998.
The Financial Accounting Standards Board (FASB) has issued Statement
of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which is effective for fiscal quarters of
fiscal years beginning after June 15, 1999. Due to the Company's current
limited use of derivative instruments, the adoption of this statement is not
expected to effect the Company's financial condition or results of operations.
SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits: an amendment of FASB Statements No. 87, 88 and 106" was adopted
January 1, 1998. This statement revises disclosure requirements for pension
and other postretirement benefit plans. The revised rules are intended to
improve the understandability of benefit disclosures, to eliminate certain
requirements that the FASB believes are no longer necessary, and to
standardize footnote disclosures. None of the SFAS No. 132 changes affect the
measurement or the recognition of benefit costs. The appropriate footnote
disclosures will be incorporated into the Company's Form 10-K filing for the
year ending December 31, 1998. Effective January 1, 1998, the Company adopted
SFAS No. 130 "Reporting Comprehensive Income", the effect of which was
immaterial to the financial statements. SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", was adopted effective
January 1, 1998. This statement establishes standards for the way that
business enterprises report information, financial and descriptive, about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The appropriate footnote disclosures will be incorporated into the
Company's Form 10-K filing for the year ending December 31, 1998 as required.
Certain matters discussed in this Quarterly Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because
the context of the statement will include such words as the Company
"believes," "anticipates" or "expects," or words of similar import.
Similarly, statements that describe the Company's future plans, objectives or
goals are also forward-looking statements. The forward-looking statements are
subject to certain risks and uncertainties which could cause actual results to
differ materially from those currently anticipated. Such risks and
uncertainties include competitive conditions in the markets served by the
Company, changes in the Company's plans regarding capital expenditures,
general economic conditions, unanticipated events related to resolving the
Year 2000 issue, interest and foreign currency fluctuations, and the ability
of the Company to successfully integrate the Mustang operations.
Shareholders, potential investors and other readers are urged to consider
these factors carefully in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's annual meeting of shareholders held on April 29, 1998,
Fred M. Butler, William D. Gehl and John W. Splude were elected as directors
of the Company for terms expiring in 2001. The following table sets forth
certain information with respect to the election of directors at the annual
meeting:
Shares Withholding
Name of Nominee Shares Voted For Authority
Fred M. Butler 4,884,751 793,606
William D. Gehl 4,885,588 792,769
John W. Splude 4,884,751 793,606
The following table sets forth the other directors of the Company whose
terms of office continued after the 1998 annual meeting:
Year in Which
Name of Director Term Expires
Thomas J. Boldt 1999
William P. Killian 1999
Roger E. Secrist 1999
John W. Gehl 2000
Arthur W. Nesbitt 2000
Item 5. Other Information
Proposals of shareholders pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, ("Rule 14a-8"), that are intended to be
presented at the 1999 annual meeting must be received by the Company no later
than November 13, 1998 to be included in the Company's proxy materials for
that meeting. Further, a shareholder who otherwise intends to present
business at the 1999 annual meeting must comply with the requirements set
forth in the Company's By-Laws. Among other things, to bring business before
an annual meeting, a shareholder must give written notice thereof, complying
with the By-Laws, to the Secretary of the Company not less than 60 days and
not more than 90 days prior to the last Thursday in the month of April. Under
the By-Laws for purposes of the 1999 annual meeting of shareholders, if the
Company does not receive notice of a shareholder proposal submitted otherwise
than pursuant to Rule 14a-8 on or prior to February 28, 1999, then the notice
will be considered untimely and the Company will not be required to present
such proposal at the 1999 annual meeting. If the Board of Directors
nonetheless chooses to present such proposal at the 1999 annual meeting, then
the persons named in proxies solicited by the Board of Directors for the 1999
annual meeting may exercise discretionary voting power with respect to such
proposal.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.2 Amendment to Gehl Company By-Laws, dated April 29, 1998.
3.3 By-Laws of Gehl Company, as amended.
4.1 Sixth Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, f/k/a ITT Commercial Finance Corp., Deutsche
Financial Services, a division of Deutsche Bank Canada and Gehl
Company and its Subsidiaries, dated as of June 1, 1998.
4.2 Loan Agreement by and between South Dakota Board of Economic
Development and Gehl Company, dated May 26, 1998.
4.3 Promissory Note signed by Gehl Company payable to South Dakota
Board of Economic Development, dated May 26, 1998.
4.4 Mortgage by and between Gehl Company and South Dakota Board of
Economic Development, dated May 26, 1998.
4.5 Employment Agreement by and between Gehl Company and South
Dakota Board of Economic Development, dated May 26, 1998.
27 Financial Data Schedule [included in the EDGAR filing only]
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended June 27, 1998.
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 10, 1998 By: /s/ William D. Gehl
William D. Gehl
Chairman of the Board, President
and Chief Executive Officer
Date: August 10, 1998 By: /s/ Kenneth P. Hahn
Kenneth P. Hahn
Vice President of Finance
and Treasurer
(Principal Financial and
Accounting Officer)
GEHL COMPANY
FORM 10-Q
June 27, 1998
EXHIBIT INDEX
Exhibit
No. Document Description
3.2 Amendment to Gehl Company By-Laws, dated April 29, 1998.
3.3 By-Laws of Gehl Company, as amended.
4.1 Sixth Amendment to Amended and Restated Loan and Security Agreement by
and between Deutsche Financial Services Corporation, f/k/a ITT Commercial
Finance Corp., Deutsche Financial Services, a division of Deutsche Bank
Canada and Gehl Company and its Subsidiaries, dated as of June 1, 1998.
4.2 Loan Agreement by and between South Dakota Board of Economic Development
and Gehl Company, dated May 26, 1998.
4.3 Promissory Note signed by Gehl Company payable to South Dakota Board of
Economic Development, dated May 26, 1998.
4.4 Mortgage by and between Gehl Company and South Dakota Board of Economic
Development, dated May 26, 1998.
4.5 Employment Agreement by and between Gehl Company and South Dakota Board
of Economic Development, dated May 26, 1998.
27 Financial Data Schedule [included in the EDGAR filing only]