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 September 26, 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 September 26, 1998
Common Stock, $.10 Par Value 6,406,990
GEHL COMPANY
FORM 10-Q
September 26, 1998
REPORT INDEX
Page No.
PART I. - FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the
Three- and Nine-Month Periods Ended September 26, 1998
and September 27, 1997 . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheets at September 26, 1998,
December 31, 1997 and September 27, 1997 . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the
Nine-Month Periods Ended September 26, 1998 and
September 27, 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. Quantitative and Qualitative Disclosures about Market Risk 12
PART II. - OTHER INFORMATION:
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 Nine Months Ended
Sept. 26, Sept. 27, Sept. 26, Sept. 27,
1998 1997 1998 1997
NET SALES $ 63,452 $ 48,140 $199,971 $143,407
Cost of goods sold 45,618 33,333 145,111 100,070
--------- --------- -------- --------
GROSS PROFIT 17,834 14,807 54,860 43,337
Selling, general and
administrative expenses 10,734 8,885 33,283 26,668
--------- --------- -------- --------
INCOME FROM OPERATIONS 7,100 5,922 21,577 16,669
Interest expense (925) (412) (3,352) (1,339)
Interest income 480 378 1,233 1,039
Other expense, net (363) (493) (959) (952)
--------- --------- -------- --------
INCOME BEFORE INCOME TAXES 6,292 5,395 18,499 15,417
Income tax provision 2,234 1,942 6,567 5,550
--------- --------- -------- --------
NET INCOME $4,058 $3,453 $ 11,932 $ 9,867
========= ========= ======== ========
EARNINGS PER SHARE
Diluted $.61 $.52 $1.79 $1.52
Basic $.63 $.56 $1.88 $1.59
The accompanying notes are an integral part of the financial statements.
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 26, December 31, September 27,
1998 1997 1997
ASSETS (Unaudited) (Unaudited)
Cash $ 4,925 $ 1,239 $ 3,204
Accounts receivable-net 77,975 72,190 63,277
Finance contracts receivable - net 8,892 8,210 6,507
Inventories 28,630 30,340 16,877
Deferred tax asset 4,217 4,217 4,112
Prepaid expenses and other assets 1,242 1,645 1,233
----------- ---------- -----------
Total Current Assets 125,881 117,841 95,210
----------- ---------- -----------
Property, plant and equipment-net 34,101 35,082 25,179
Finance contracts receivable-net,
non-current 3,298 3,031 3,904
Intangible assets 14,317 14,816 -
Other assets 5,725 5,453 5,633
----------- ---------- -----------
TOTAL ASSETS $ 183,322 $ 176,223 $ 129,926
=========== ========== ===========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current portion of long-term debt
obligations $ 639 $ 672 $ 193
Accounts payable 26,758 22,212 18,197
Accrued liabilities 26,341 21,444 20,560
----------- ---------- -----------
Total Current Liabilities 53,738 44,328 38,950
Line of credit facility 23,583 39,357 3,423
Long-term debt obligations 9,726 9,689 8,593
Other long-term liabilities 1,979 1,855 1,722
Deferred income taxes 3,421 3,421 2,478
----------- ---------- -----------
Total Long-Term Liabilities 38,709 54,322 16,216
----------- ---------- -----------
Common stock, $.10 par value,
25,000,000 shares authorized,
6,406,990, 6,212,686 and 6,199,055
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 27,670 26,319 26,212
Retained earnings 62,565 50,633 47,928
----------- ---------- -----------
Total Shareholders' Equity 90,875 77,573 74,760
----------- ---------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 183,322 $ 176,223 $ 129,926
=========== ========== ===========
The accompanying notes are an integral part of the financial statements.
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
Nine Months Ended
September 26, September 27,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 11,932 $ 9,867
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,734 2,087
Proceeds from sales of finance contracts 38,668 25,462
Increase in finance contracts receivable (40,485) (28,693)
Cost of sales of finance contracts 868 981
Net change in working capital items 5,771 1,641
------------ ------------
Net cash provided by operating
activities 20,488 11,345
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment additions,
net (2,225) (5,519)
Other (301) 144
------------ ------------
Net cash used for investing activities (2,526) (5,375)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in long-term debt obligations 4 128
Increase (decrease) in long-term
liabilities 124 (132)
Repayments of credit facility (15,774) (7,031)
Proceeds from issuance of common stock 1,370 254
Purchase of warrant - (193)
------------ ------------
Net cash used for financing activities (14,276) (6,974)
------------ ------------
Net increase (decrease) in cash 3,686 (1,004)
Cash, beginning of period 1,239 4,208
------------ ------------
Cash, end of period $ 4,925 $ 3,204
============ ============
Supplemental disclosure of cash flow
information:
Cash paid for the following:
Interest $ 3,346 $ 1,319
Income taxes $ 4,884 $ 3,820
The accompanying notes are an integral part of the financial statements.
GEHL COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 26, 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
nine-month periods ended September 26, 1998 and September 27, 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 nine months ended September 26,
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 operation.
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):
September 26, December 31, September 27,
1998 1997 1997
------------- ------------ -------------
Raw materials and
supplies $ 14,226 $ 14,830 $ 9,273
Work-in process 5,349 5,182 3,838
Finished machines and parts 28,305 29,578 22,561
------------- ------------ --------------
Total current cost value 47,880 49,590 35,672
Adjustment to LIFO basis (19,250) (19,250) (18,795)
------------- ------------ --------------
$ 28,630 $ 30,340 $ 16,877
============= ============ ==============
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 affect 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 third quarter ended: September 26, 1998 September 27, 1997
------------------ ------------------
Basic shares 6,406 6,198
Effect of warrants and options 252 429
----- -----
Diluted shares 6,658 6,627
===== =====
For the nine months ended: September 26, 1998 September 27, 1997
------------------ ------------------
Basic shares 6,359 6,191
Effect of warrants and options 312 313
----- -----
Diluted shares 6,671 6,504
===== =====
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations
Three Months Ended September 26, 1998 Compared to Three Months Ended September
27, 1997
Net sales for the third quarter of 1998 of $63.5 million were 32% higher
than the $48.1 million of net sales in the comparable period of 1997. The
increase was due, in part, to the shipment of Mustang skid loaders in 1998 as
a result of the fourth quarter 1997 acquisition of this product line, as well
as increased demand for existing products and sales of products introduced
during 1998. Construction equipment net sales increased 60% to $38.8 million
in the third quarter of 1998 from $24.2 million in the third quarter of 1997.
The Construction equipment increase resulted from continued strong demand for
telescopic handlers and the aforementioned Mustang skid loader shipments.
Agriculture equipment net sales increased 3% to $24.7 million in the third
quarter of 1998 from $23.9 million in the third quarter of 1997. Of the
Company's total net sales reported for the third quarter of 1998, $10.2
million represented sales made outside the United States compared with $7.3
million in the comparable period of 1997. The increase was due primarily to
the addition of Mustang product sales.
Gross profit increased $3.0 million, or 20%, during the third 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
third quarter of 1998 from 30.8% in the comparable period of 1997. Gross
profit as a percent of net sales for Construction equipment decreased to 26.2%
in the third quarter of 1998 from 31.3% in the third 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 Agriculture equipment increased to 31.1% in the third quarter of
1998 from 30.2% in the comparable period of 1997. The primary reason for the
increase was the impact of a change in the mix of products shipped in the
third quarter of 1998 versus products shipped in comparable 1997.
Selling, general and administrative expenses increased $1.8 million, or
21%, during the third quarter of 1998 versus the comparable period of 1997,
due primarily to operating costs related to the Mustang skid loader
operations. As a percent of net sales, selling, general and administrative
expenses decreased to 16.9% during the third quarter of 1998 versus 18.5% in
the comparable period of 1997.
Income from operations in the third quarter of 1998 was $7.1 million versus
$5.9 million in the third quarter of 1997.
Interest expense increased $513,000 to $925,000 in the third quarter of
1998 from $412,000 in the third quarter of 1997. This resulted from an
increase in average debt outstanding to $41.4 million in the third quarter of
1998 versus $18.5 million in the third quarter of 1997, offset by a decrease
in the average rate of interest paid by the Company to 7.9% in the third
quarter of 1998 versus 8.1% in the comparable period of 1997. The increase in
the average debt outstanding was primarily the result of indebtedness related
to the Mustang acquisition.
Nine Months Ended September 26, 1998 Compared to Nine Months Ended September
27, 1997
Net sales for the first nine months of 1998 of $200.0 million were $56.6
million, or 39%, higher than the $143.4 million of net sales in the comparable
period of 1997. Construction equipment net sales increased 68% to $118.3
million in the first nine months of 1998 from $70.4 million in the first nine
months of 1997. The Construction equipment increase resulted from continued
strong demand for telescopic handlers and Mustang skid loader shipments.
Agriculture equipment net sales increased 12% to $81.7 million in the first
nine months of 1998 from $73.0 million in the first nine months 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. In addition, increased skid loader shipments
offset reduced levels of shipments of other forage harvesting equipment, hay
tools and feedmaking equipment. Of the Company's total net sales reported for
the first nine months of 1998, $32.4 million represented sales made outside
the United States compared with $23.7 million in the comparative period of
1997. The increase is due primarily to the addition of Mustang product sales.
As the Company has increased its sale of Construction equipment products, the
Company has been successful in reducing the seasonality of its sales.
However, some sales seasonality still remains, primarily in the Company's
second quarter which historically has tended to be its strongest quarter for
sales, while sales levels have historically tended to be lower in the first
and fourth quarters.
Gross profit increased $11.5 million, or 27%, in the first nine months of
1998 versus the comparable period of 1997, due primarily to increased sales
volume. Gross profit as a percent of net sales decreased to 27.4% for the
first nine months of 1998 from 30.2% in the comparable period of 1997. Gross
profit as a percent of net sales for Construction equipment decreased to 25.7%
in the first nine months of 1998 from 31.4% in the first nine 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 Agriculture equipment increased to 29.9% for the first nine months
of 1998 from 29.0% for the first nine months of 1997. The primary reason for
the improvement was the impact of a change in the mix of products shipped in
the first nine months of 1998 versus products shipped in comparable 1997.
Selling, general and administrative expenses increased $6.6 million, or
25%, during the first nine months of 1998 versus the comparable period of 1997
primarily due to operating costs related to Mustang skid loader operations.
As a percent of net sales, selling, general and administrative expenses
decreased to 16.6% during the first nine months of 1998 versus 18.6% in the
comparable period of 1997.
Income from operations in the first nine months of 1998 of $21.6 million
was 29% higher than the $16.7 million for the comparable period of 1997.
Interest expense increased $2.0 million to $3.3 million in the first nine
months of 1998 from $1.3 million in the first nine months of 1997. The
increase was a result of an increase in average debt outstanding to $52.1
million in the first nine months of 1998 versus $21.5 million in the
comparable period of 1997. The increase in the average debt outstanding was
primarily the result of indebtedness related to the Mustang acquisition.
Financial Condition
The Company's working capital was $72.1 million at September 26, 1998, as
compared to $73.5 million at December 31, 1997 and $56.3 million at September
27, 1997. The increase since September 27, 1997 was due primarily to the
working capital associated with the Mustang acquisition.
The Company's cash flow provided by operating activities in the first
nine months of 1998 was $20.5 million versus $11.3 million in comparable 1997.
The third quarter 1998 cash flow provided by operations was $13.4 million
compared to 1997's third quarter of $6.9 million provided by operations. This
increase was due primarily to a larger reduction in accounts receivable in the
third quarter of 1998.
Capital expenditures for property, plant and equipment during the first
nine months of 1998 were approximately $2.2 million. The Company expects to
make approximately $3.5 million of capital expenditures during 1998.
Outstanding commitments as of September 26, 1998 totaled approximately
$386,000.
As of September 26, 1998, the weighted average interest rate paid by the
Company on outstanding borrowings under its line of credit facility was 7.4%.
The Company had available unused borrowing capacity of $49.2 million,
$28.3 million and $59.8 million under the line of credit facility at
September 26, 1998, December 31, 1997 and September 27, 1997, respectively.
At September 26, 1998, December 31, 1997 and September 27,1997, the
borrowings outstanding under the line of credit facility were $23.6
million, $39.4 million and $3.4 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 finance service companies to sell, with recourse, its finance
contracts receivable. The Company continues to service substantially all
contracts whether or not sold. At September 26, 1998, Gehl serviced $78.1
million of such contracts, of which $65.9 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 September 26, 1998 was $90.9 million. This amount
was $16.1 million higher than the $74.8 million of shareholders' equity at
September 27, 1997, due primarily to income earned from September 28, 1997
through September 26, 1998.
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.
Year 2000
The Year 2000 issue refers to computer systems which use two digits rather
than four to define a given year and which therefore might read a date using
"00" as the year 1900 rather than the Year 2000. As the Year 2000 approaches,
such systems may be unable to process certain date-based information. This
could result in system failure or miscalculations causing disruptions of
operations and the potential inability to engage in normal business
activities.
In 1995, a Company-wide program was initiated to prepare its Information
Technology ("IT") systems and applications for the Year 2000. The initial
focus of the Company's program contained the following steps: assessment of
the relevant issues; planning the conversion; implementing the conversion; and
testing. Those systems determined to be at risk were prioritized and plans
were put in place to upgrade systems by remediation, replacement or
outsourcing. Through September 1998, the assessment and planning phases have
been completed for all IT systems and applications. The Company's objective
is to become Year 2000 compliant with its mission critical IT activities and
systems by December 1998, allowing substantial time for further testing,
verification and the final completion of less important systems by the second
quarter of 1999.
In addition to the IT systems review noted above, the Company has initiated
processes to review and to modify, where appropriate, other areas impacted by
Year 2000. These areas include, but are not limited to, personal computer
hardware and software, remote location access to IT systems, facility
management and certain non- IT issues, such as the extent to which embedded
chips are used in machinery and equipment used in operations. The Company has
completed assessments in all of the above areas and testing in all of these
areas, except the testing of personal computer hardware and software, which is
expected to be completed by the second quarter of 1999.
The Company is in the process of communicating with its significant vendors to
determine the extent to which the Company is vulnerable to those third
parties' failure to remediate their own Year 2000 compliance issues. The
Company expects to complete this evaluation by the second quarter of 1999.
The Company can not guarantee that the failure of another company to be Year
2000 compliant will not have an adverse effect on the Company.
The Company believes that it has no exposure to contingencies related to the
Year 2000 issue for products it has sold. The Company has evaluated its major
customers and believes that the failure of these Company's to adequately
prepare for Year 2000 issues will not have a material adverse effect on the
Company.
The Company expects to incur consulting and other expenses related to its Year
2000 program. The cost of testing and conversion of existing and replacement
system applications are not expected to exceed $400,000, the majority of
which have already been incurred. These costs will be treated as period costs
and expensed as incurred.
Based upon the progress to date, the Company does not believe that either
future costs of modifications or the consequences of any unsuccessful
modifications being implemented by the Company will have a material adverse
effect on it's financial position or results of operations. Nevertheless,
since it is not possible to anticipate all possible future situations,
especially when third parties are involved, the Company believes that the most
reasonably likely worse case Year 2000 scenario could result in circumstances
in which the Company may be unable to take customer orders, manufacture and
ship products, invoice customers or collect payments. A contingency plan has
not been developed for dealing with the most reasonably likely worst case Year
2000 scenario, as such scenario has not yet been clearly identified.
Therefore, no assurances can be given that the Company's ultimate Year 2000
compliance, particularly as it relates to third parties, will not have any
material adverse effect on the Company's financial position or results of
operations.
Forward-Looking Statements
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 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
4.1 Seventh 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 September 1, 1998.
4.2 Loan Agreement by and between the City of Madison, a political
subdivision of the State of South Dakota and Gehl Company,
dated September 8, 1998.
4.3 Promissory Note signed by Gehl Company payable to the City of
Madison, a political subdivision of the State of South Dakota,
dated September 8, 1998.
4.4 Mortgage by and between Gehl Company and the City of Madison, a
political subdivision of the State of South Dakota, dated
September 8, 1998.
27 Financial Data Schedule [EDGAR version only]
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended September 26, 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: November 10, 1998 By: /s/ William D. Gehl
William D. Gehl
Chairman of the Board, President and
Chief Executive Officer
Date: November 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
September 26, 1998
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Seventh 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 September 1, 1998.
4.2 Loan Agreement by and between the City of Madison, a political
subdivision of the State of South Dakota and Gehl Company, dated
September 8, 1998.
4.3 Promissory Note signed by Gehl Company payable to the City of
Madison, a political subdivision of the State of South Dakota, dated
September 8, 1998.
4.4 Mortgage by and between Gehl Company and the City of Madison, a
political subdivision of the State of South Dakota, dated September
8, 1998.
27 Financial Data Schedule [EDGAR version only]