-----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, Pow1jp/KtapKP0z7T5d8DYCH9UeFKY0r4EfuN1k8++8zbc157zXrHraStzlem1tX IhWQVtRFNd4jN7CthBElKQ== 0000856386-97-000017.txt : 19971111 0000856386-97-000017.hdr.sgml : 19971111 ACCESSION NUMBER: 0000856386-97-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970927 FILED AS OF DATE: 19971110 SROS: NASD 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-18110 FILM NUMBER: 97711712 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 4143349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 10-Q 1 GEHL COMPANY 10-Q 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 27, 1997 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 27, 1997 Common Stock, $.10 Par Value 6,199,055 GEHL COMPANY FORM 10-Q September 27, 1997 REPORT INDEX Page No. PART I. - FINANCIAL INFORMATION: Condensed Consolidated Statements of Income for the Three- and Nine-Month Periods Ended September 27, 1997 and September 28, 1996 . . . . . . . . . . . . . . . 3 Condensed Consolidated Balance Sheets at September 27, 1997, December 31, 1996 and September 28, 1996 . . . . . . 4 Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 27, 1997 and September 28, 1996 . . . . . . . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements . 6 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . 9 PART II. - OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K . . . . . . 13 SIGNATURES . 14 PART I - FINANCIAL INFORMATION GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data; unaudited)
Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, 1997 1996 1997 1996 NET SALES $ 48,140 $ 40,550 $ 143,407 $ 124,189 Cost of goods sold 33,333 28,298 100,070 87,569 ------- ------- -------- ------- GROSS PROFIT 14,807 12,252 43,337 36,620 Selling, general and administrative expenses 8,885 7,726 26,668 24,367 ------- ------- ------- ------- INCOME FROM OPERATIONS 5,922 4,526 16,669 12,253 Interest expense (412) (827) (1,339) (2,924) Interest income 378 385 1,039 1,193 Other expense, net (493) (587) (952) (1,048) ------- ------- ------- -------- INCOME BEFORE INCOME TAXES 5,395 3,497 15,417 9,474 Income tax provision 1,942 876 5,550 2,024 ------- ------- ------- -------- NET INCOME $3,453 $2,621 $9,867 $7,450 ======= ======= ======= ======== EARNINGS PER SHARE $ .52 $ .42 $ 1.52 $ 1.20
The accompanying notes are an integral part of the financial statements GEHL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
September 27, December 31, September 28, 1997 1996 1996 ------------- ------------ ------------ ASSETS (Unaudited) (Unaudited) Cash $ 3,204 $ 4,208 $ 5,205 Accounts receivable-net 63,277 55,141 65,995 Finance contracts receivable-net 6,507 5,098 5,887 Inventories 16,877 18,642 16,238 Deferred tax asset 4,112 5,035 4,397 Prepaid expenses and other assets 1,233 1,624 1,184 ------- ------- ------- Total Current Assets 95,210 89,748 98,906 ------- ------- ------- Property, plant and equipment-net 25,179 21,678 20,642 Finance contracts receivable- net, non-current 3,904 3,063 3,579 Other assets 5,633 5,636 5,783 ------- ------- ------- TOTAL ASSETS $ 129,926 $ 120,125 $ 128,910 ======== ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current portion of long-term debt obligations $ 193 $ 178 $ 174 Accounts payable 18,197 14,384 14,571 Accrued liabilities 20,560 17,574 18,300 ------- ------- ------- Total Current Liabilities 38,950 32,136 33,045 ------- ------- ------- Line of credit facility 3,423 10,454 21,333 Long-term debt obligations 8,593 8,740 8,786 Other long-term liabilities 1,722 1,594 1,666 Deferred income taxes 2,478 2,369 1,425 ------- ------- ------- Total Long-Term Liabilities 16,216 23,157 33,210 ------- ------- ------- Common stock, $.10 par value 25,000,000 shares authorized, 6,199,055, 6,158,720 and 6,152,788 shares outstanding, respectively 620 616 615 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 26,212 26,155 26,113 Retained earnings 47,928 38,061 35,927 ------- ------- ------- Total Shareholders' Equity 74,760 64,832 62,655 ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 129,926 $ 120,125 $ 128,910 ======== ======== ========
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 27, September 28, 1997 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 9,867 $ 7,450 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,087 2,017 Increase in finance contracts receivable (28,693) (30,053) Proceeds from sales of finance contracts 25,462 26,830 Cost of sales of finance contracts 981 973 Net changes in remaining working capital items 1,641 12,952 -------- --------- Net cash provided by operating activities 11,345 20,169 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions, net (5,519) (2,239) Other assets 144 520 -------- --------- Net cash used for investing activities (5,375) (1,719) -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in long-term debt obligations 128 533 Decrease in long-term liabilities (132) (55) Repayments of credit facility (7,031) (16,515) Treasury stock repurchases - (535) Proceeds from issuance of common stock 254 61 Purchase of warrant (193) - -------- ---------- Net cash used for financing activities (6,974) (16,511) Net (decrease) increase in cash (1,004) 1,939 Cash, beginning of period 4,208 3,266 -------- ---------- Cash, end of period $ 3,204 $ 5,205 ======== ========== Supplemental disclosure of cash flow information: Cash paid for the following: Interest $ 1,319 $ 2,920 Income Taxes $ 3,820 $ 1,810
The accompanying notes are an integral part of the financial statements. GEHL COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 27, 1997 (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 27, 1997 and September 28, 1996 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 27, 1997 are not necessarily indicative of the results to be expected for the entire year. It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 as filed with the Securities and Exchange Commission. Certain reclassifications have been made in the prior year condensed consolidated financial statements to conform with the current year presentation. NOTE 2 - EARNINGS PER SHARE Earnings per share is computed by dividing net income by the weighted average number of common stock and, if applicable, common stock equivalents which would arise from the exercise of stock options and warrants. The weighted average number of shares used in the computations was 6,627,394 and 6,221,449 for the three months ended September 27, 1997 and September 28, 1996, respectively, and 6,503,683 and 6,217,549 for the nine months ended September 27, 1997 and September 28, 1996, respectively. NOTE 3 - 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 4 - 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 27, December 31, September 28, 1997 1996 1996 Raw materials and supplies $ 4,253 $ 3,547 $ 3,683 Work-in process 9,236 9,120 8,152 Finished machines and parts 22,183 24,770 23,276 -------- -------- -------- Total current cost value 35,672 37,437 35,111 Adjustment to LIFO basis (18,795) (18,795) (18,873) -------- -------- -------- $ 16,877 $ 18,642 $ 16,238 ======== ======== ======== NOTE 5 - SHAREHOLDER RIGHTS PLAN On May 28, 1997, the Board of Directors of the Company adopted a Shareholder Rights Plan and declared a rights dividend of one preferred share purchase right (Right) for each share of common stock outstanding on June 16, 1997, and provided that one Right would be issued with each share of common stock thereafter issued. The Shareholder Rights Plan provides that in the event a person or group acquires or seeks to acquire 15% or more of the outstanding common stock of the Company, the Rights, subject to certain limitations, will become exercisable. Each Right once exercisable initially entitles the holder thereof (other than the acquiring person whose rights are cancelled) to purchase from the Company one one-hundredth of a share of Series A preferred stock at an initial exercise price of $55 per one one-hundredth of a share (subject to adjustment), or, upon the occurrence of certain events, common stock of the Company or common stock of an "acquiring company" having a market value equivalent to two times the exercise price. Subject to certain conditions, the Rights are redeemable by the Board of Directors for $.01 per Right and are exchangeable for shares of common stock. The Rights have no voting power and expire on May 28, 2007. NOTE 6 - ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS 128 replaces primary EPS with basic EPS, which excludes dilution, and requires presentation of both basic and diluted EPS on the face of the income statement. Diluted EPS is computed similarly to the current fully diluted EPS. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, and requires restatement of all prior-period EPS data presented. The adoption of this statement is not expected to materially affect either future or prior-period EPS. The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". These statements are both effective for periods beginning after December 15, 1997. The adoption of these statements is not expected to affect the Company's financial condition or results of operations as they are disclosure only pronouncements. NOTE 7 - SUBSEQUENT EVENTS On October 2, 1997, the Company acquired from Brunel Holdings, plc ("Brunel Holdings") all of the issued and outstanding shares of capital stock of Brunel America Inc. ("Brunel America"). The total cash consideration paid by the Company at the closing of the acquisition was $27,700,000. The acquisition was consummated in accordance with the terms of a Stock Purchase Agreement, dated September 12, 1997, by and between the Company and Brunel Holdings. In connection with the acquisition, the Company (a) acquired the Brunel America stock from Brunel Holdings for $26,700,000; and (b) entered into a five (5) year Noncompetition Agreement with Brunel Holdings pursuant to which the Company paid to Brunel Holdings the sum of $1,000,000. The purchase price is subject to a post-closing net worth adjustment. To provide financing for the acquisition, the Company borrowed $27,700,000 under its existing credit facility. In connection with the acquisition, the Company, through Brunel America, acquired all of the issued and outstanding shares of capital stock of the following direct and indirect subsidiaries of Brunel America: Mustang America, Inc.; Mustang Manufacturing Company, Inc.; Mustang Finance Inc.; and Mustang International, Inc. (collectively referred to as the "Mustang Subsidiaries"). The Mustang Subsidiaries design, manufacture and distribute skid steer loaders and related attachments. The Company intends to continue to operate the business of the Mustang Subsidiaries at their present headquarters and manufacturing location in Owatonna, Minnesota and to conduct the business of the Mustang Subsidiaries in substantially the same manner as such business had been conducted prior to the acquisition. The acquisition was accounted for as a purchase. Since the acquisition was completed after the end of the 1997 third quarter, the results for such quarter do not include any results of Brunel America or the Mustang Subsidiaries. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Three Months Ended September 27, 1997 Compared to Three Months Ended September 28, 1996 Net sales for the third quarter of 1997 of $48.1 million were 19% higher than the $40.6 million of net sales in the comparable period of 1996. Gehl Construction's net sales increased 32% to $24.2 million in the third quarter of 1997 from $18.5 million in the third quarter of 1996. This increase resulted primarily from continued strong demand for skid steer loaders and rough-terrain telescopic forklifts. Gehl Agriculture's net sales increased 8% to $23.9 million in the third quarter of 1997 from $22.1 million in the third quarter of 1996. This increase was primarily the result of higher shipment levels of feedmaking equipment and skid steer loaders in the third quarter of 1997 than in the comparable period of 1996. Gross profit increased $2.6 million, or 21%, during the third quarter of 1997 versus the comparable period of 1996, due primarily to increased sales volume. Gross profit as a percent of net sales increased to 30.8% for the third quarter of 1997 from 30.2% in the comparable period of 1996. The shift in product mix of sales toward Gehl Construction and the improvement in the Gehl Agriculture gross margin resulted in the overall Company increase in gross profit as a percentage of net sales. Gross profit as a percent of net sales for Gehl Construction decreased to 31.3% in the third quarter of 1997 from 32.1% in the third quarter of 1996. The primary reason for the decrease was a competitive pricing environment in which, generally, price increases have not kept pace with cost increases as well in 1997 as in 1996. Gross profit as a percent of net sales for Gehl Agriculture increased to 30.2% in the third quarter of 1997 from 28.6% in the comparable period of 1996. The primary reasons for the increase were: 1) reduced product costs due to higher overhead absorption associated with increased levels of production, 2) export sales, typically made at a lower gross margin than domestic sales, constituting a smaller portion of third quarter shipments in 1997 than in 1996, and 3) the impact of a change in the mix of products shipped in the third quarter of 1997 versus products shipped in comparable 1996. Selling, general and administrative expenses increased $1.2 million, or 15%, during the third quarter of 1997 versus the comparable period of 1996 primarily due to selling expenses associated with higher sales levels. As a percent of net sales, selling, general and administrative expenses decreased to 18.5% during the third quarter of 1997 versus 19.1% in the comparable period of 1996. Income from operations in the third quarter of 1997 was $5.9 million versus $4.5 million in the third quarter of 1996. The increase was primarily due to increased sales volume, the overall increase in gross margin percentage and a decline in selling, general and administrative expenses as a percent of net sales. Interest expense decreased $415,000, or 50%, to $412,000 in the third quarter of 1997 from $827,000 in the third quarter of 1996. The decrease was a result of a reduction in average debt outstanding to $18.5 million in the third quarter of 1997 versus $38.8 million in the third quarter of 1996, combined with a decrease in the average rate of interest paid by the Company to 8.1% in the third quarter of 1997 versus 8.2% in the comparable period of 1996. The decrease in the average debt outstanding was primarily the result of cash flow generated from reduced accounts receivable levels and increased shareholders' equity over the past twelve months. Other expense, net was $493,000 in the third quarter of 1997 versus $587,000 in the third quarter of 1996. The decrease was primarily due to lower costs of selling finance contracts receivable in the third quarter of 1997 versus the comparable period of 1996. The decrease in the costs of such sales was primarily the result of selling approximately $3.0 million less contracts in the third quarter of 1997 as compared with the 1996 third quarter. The Company's effective income tax rate was 36% for the third quarter of 1997 versus 25.1% for the third quarter of 1996. Nine Months Ended September 27, 1997 Compared to Nine Months Ended September 28, 1996 Net sales for the first nine months of 1997 of $143.4 million were $19.2 million, or 15%, higher than the $124.2 million of net sales in the comparable period of 1996. Gehl Construction's net sales increased 28% to $70.4 million in the first nine months of 1997 from $54.9 million in the first nine months of 1996. This increase resulted from increased demand for the Company's products, particularly rough-terrain telescopic forklifts and skid steer loaders. Gehl Agriculture's net sales increased 5% to $73.0 million in the first nine months of 1997 from $69.3 million in the first nine months of 1996. Of the Company's total net sales reported for the first nine months of 1997, $23.7 million represented sales made outside of the United States. Gross profit increased $6.7 million, or 18%, in the first nine months of 1997 versus the comparable period of 1996, due primarily to increased sales volume. Gross profit as a percent of net sales increased to 30.2% for the first nine months of 1997 from 29.5% in the comparable period of 1996. The shift in product mix of sales toward Gehl Construction and the improvement in the Gehl Agriculture gross margin resulted in the overall Company increase in gross profit as a percent of net sales. Gross profit as a percent of net sales for Gehl Construction decreased to 31.4% in the first nine months of 1997 from 32.1% in the first nine months of 1996. The primary reason for the decrease was a competitive pricing environment in which, generally, price increases have not kept pace with cost increases as well in 1997 as in 1996. Gross profit as a percent of net sales for Gehl Agriculture increased to 29.0% for the first nine months of 1997 from 27.4% for the first nine months of 1996. The primary reasons for the Gehl Agriculture percentage improvement were: 1) reduced product costs due to higher overhead absorption associated with increased levels of production, 2) export sales, typically made at a lower gross margin than domestic sales, constituting a lower portion of sales in the first nine months of 1997 than in 1996, and 3) the impact of a change in the mix of products shipped in the first nine months of 1997 versus products shipped in comparable 1996. Selling, general and administrative expenses increased $2.3 million, or 9%, during the first nine months of 1997 versus the comparable period of 1996 primarily due to increased selling expenses associated with higher sales levels. Selling, general and administrative expenses increased at a lower rate than the increase in net sales due to the Company's commitment to cost containment. As a percent of net sales, selling, general and administrative expenses decreased to 18.6% during the first nine months of 1997 versus 19.6% in the comparable period of 1996. Income from operations in the first nine months of 1997 of $16.7 million was 36% higher than the $12.3 million for the comparable period of 1996. Interest expense decreased $1.6 million, or 54%, to $1.3 million in the first nine months of 1997 from $2.9 million in the first nine months of 1996. The decrease was a result of a reduction in average debt outstanding to $21.5 million in the first nine months of 1997 versus $45.9 million in the comparable period of 1996, combined with a decrease in the average rate of interest paid by the Company to 8.1% in the first nine months of 1997 from 8.3% in the comparable period of 1996. The decrease in the average debt outstanding was primarily the result of cash flow generated from reduced accounts receivables levels and increased shareholders' equity over the past twelve months. Interest income decreased $154,000, or 13%, to $1,039,000 for the first nine months of 1997 from $1,193,000 in the comparable period of 1996 due primarily to reduced interest income earned on floor plan wholesale receivables and retail finance receivables. The Company's effective income tax rate was 36% for the first nine months of 1997 versus 21.4% for the first nine months of 1996. Financial Condition The Company's working capital was $56.3 million at September 27, 1997, as compared to $57.6 million at December 31, 1996 and $65.9 million at September 28, 1996. The decrease since September 28, 1996 was due primarily to a reduction in accounts receivable, reduced cash balances and increases in current liabilities. Capital expenditures for property, plant and equipment during the first nine months of 1997 were approximately $5.5 million. The Company expects to make approximately $8.1 million of capital expenditures during 1997, including expanding its two South Dakota manufacturing facilities and adding equipment to increase production levels of skid loaders, rough-terrain telescopic forklifts and paving products. Outstanding commitments as of September 27, 1997 totaled approximately $2.0 million, including $1.5 million related to the aforementioned plant expansion projects. As of September 27, 1997, the weighted average interest rate paid by the Company on outstanding borrowings under its line of credit facility was 6.0%. The Company had available unused borrowing capacity of $59.8 million, $45.4 million and $42.5 million under the line of credit facility at September 27, 1997, December 31, 1996 and September 28, 1996, respectively. At September 27, 1997, December 31, 1996 and September 28, 1996, the borrowings outstanding under the line of credit facility were $3.4 million, $10.5 million and $21.3 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 finance service companies to sell, with recourse, its finance contracts receivable. The Company continues to service all contracts whether or not sold. At September 27, 1997, Gehl serviced $64.2 million of such contracts, of which $53.8 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 27, 1997 was $74.8 million. This amount was $12.1 million higher than the $62.7 million of shareholders' equity at September 28, 1996, due primarily to income earned from September 29, 1996 through September 27, 1997. As reflected in Note 7 to Notes to Condensed Consolidated Financial Statements, on October 2, 1997, the Company completed its acquisition of Brunel America Inc. and related subsidiaries. The purchase price of the acquisition was funded by borrowing under the Company's existing line of credit facility. The Company believes that following the acquisition its line of credit facility and arrangements to sell finance contracts will continue to provide sufficient liquidity to fund the Company's operations for the foreseeable future. Special Note Regarding Forward-Looking Statements The statements which are not historical facts contained in the Quarterly Report on Form 10-Q are forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. These factors include, without limitation, competitive conditions in the markets served by the Company, market acceptance of existing and new products manufactured by the Company, changes in the cost of raw materials and component parts purchased by the Company, changes in interest and currency exchange rates, general economic conditions, and the ability of the Company to successfully integrate its recent acquisition of Brunel America Inc. and related subsidiaries. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The forward-looking statements included herein are made as of the date hereof and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 2 Stock Purchase Agreement, dated as of September 12, 1997, between Gehl Company and Brunel Holdings, plc. [Incorporated by reference to Exhibit 2 to Gehl Company's Current Report on Form 8-K, dated October 2, 1997] Exhibit 4 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 Canada Corporation and Gehl Company and its subsidiaries [Incorporated by reference to Exhibit 4.1 to Gehl Company's Current Report on Form 8-K, dated October 2, 1997] Exhibit 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 27, 1997. Following the end of such quarter, the Company filed a Current Report on Form 8-K, dated October 2, 1997, reporting under Item 2 the Company's acquisition of Brunel America Inc. and related subsidiaries. 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 7, 1997 By: /s/ William D. Gehl William D. Gehl Chairman of the Board, President and Chief Executive Officer Date: November 7, 1997 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 27, 1997 EXHIBIT INDEX Exhibit Number Document Description 2 Stock Purchase Agreement, dated as of September 12, 1997, between Gehl Company and Brunel Holdings, plc. [Incorporated by reference to Exhibit 2 to Gehl Company's Current Report on Form 8-K, dated October 2, 1997] 4 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 Canada Corporation and Gehl Company and its subsidiaries [Incorporated by reference to Exhibit 4.1 to Gehl Company's Current Report on Form 8- K, dated October 2, 1997] 27 Financial Data Schedule [EDGAR version only] EX-27 2 EXHIBIT 27 GEHL COMPANY
5 This schedule contains summary financial information extracted from Gehl Company's consolidated balance sheet at September 27, 1997 and consolidated statements of income for the nine month period ended September 27, 1997 and is qualified in its entirety by reference to such financial statements. 1000 9-MOS DEC-31-1997 JAN-1-1997 SEP-27-1997 3204 0 69784 0 16877 95210 62240 37061 129926 38950 12016 620 0 0 74140 129926 143407 143407 100070 100070 0 0 1339 15417 5550 9867 0 0 0 9867 1.52 0 Company presents receivables on a net basis in compliance with Article 10 of Regulation S-X. Includes all non-current portion of debt obligations Not reported
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