FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
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
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0300430
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
143 Water Street, West Bend, WI 53095
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (262) 334-9461
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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(Title of class)
Rights to Purchase Preferred Shares
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(Title of class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)
Yes No X
--- ---
Aggregate market value of voting stock held by non-affiliates of the
registrant: $49,644,063 at February 14, 2003.
Number of shares outstanding of each of the registrant's classes of common
stock, as of February 14, 2003:
Class Shares Outstanding
---------------------------- ------------------
Common Stock, $.10 Par Value 5,376,984
DOCUMENTS INCORPORATED BY REFERENCE
Gehl Company 2002 Annual Report to Shareholders (Parts I and II)
Gehl Company Proxy Statement for the 2003 Annual
Meeting of Shareholders (to be filed with the Commission
under Regulation 14A within 120 days after the end of the
registrant's fiscal year end and, upon such
filing, to be incorporated by reference into Part III)
GEHL COMPANY
_________________
INDEX TO
ANNUAL REPORT ON FORM 10-K
For The Year Ended December 31, 2002
Page
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Part I
Item 1 Business ........................................................ 1
Item 2 Properties....................................................... 8
Item 3 Legal Proceedings................................................ 8
Item 4 Submission of Matters to a Vote of Security Holders.............. 8
Executive Officers of the Registrant............................. 9
Part II
Item 5 Market for Registrant's Common Equity and Related
Shareholder Matters..........................................11
Item 6 Selected Financial Data..........................................11
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................11
Item 7A Quantitative and Qualitative Disclosures About Market Risk.......11
Item 8 Financial Statements and Supplementary Data......................11
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.......................11
Part III
Item 10 Directors and Executive Officers of the Registrant...............12
Item 11 Executive Compensation...........................................12
Item 12 Security Ownership of Certain Beneficial Owners
and Management and Related Shareholder Matters...............12
Item 13 Certain Relationships and Related Transactions...................12
Item 14 Controls and Procedures..........................................13
Part IV
Item 15 Exhibits, Financial Statement Schedules and
Reports on Form 8-K..........................................14
Signatures.......................................................15
Certifications...................................................16
PART I
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ITEM 1. BUSINESS.
Overview
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Gehl Company (the "Company" or "Gehl") designs, manufactures, sells and
finances equipment used in the light construction equipment and the agriculture
equipment industries. Construction equipment is comprised of skid loaders,
telescopic handlers, asphalt pavers, compact excavators, compact track loaders,
all-wheel-steer loaders and compact loaders and is sold to contractors,
sub-contractors, owner operators, rental stores and municipalities. The Company
generally markets its construction equipment under the Gehl(R) and Mustang(R)
brand names. Agriculture equipment is sold to customers in the dairy and
livestock industries, and includes a broad range of products including
haymaking, forage harvesting, materials handling (skid loaders, telescopic
handlers, compact excavators, compact tracked loaders, all-wheel-steer loaders,
compact loaders and attachments), manure handling and feedmaking equipment. The
Company believes that it is one of the largest non-tractor agriculture equipment
manufacturers in North America. In addition, the Company launched a new
attachment business, Compact Equipment Attachments, Inc., in July 2001. The
Company was founded in 1859 and was incorporated in the State of Wisconsin in
1890.
Effective January 1, 2002, the Company began accounting for its investment
in a German distribution operation ("Gehl Europe") as a consolidated subsidiary
as a result of the Company's controlling influence on the operations of Gehl
Europe as of such date. Prior to January 1, 2002, the Company accounted for its
investment in Gehl Europe under the equity method.
During 2002, the Company substantially completed a restructuring plan that
was commenced in the third quarter of 2001 in order to reduce costs through
several major plant rationalization initiatives which included consolidating
certain operations. Under these initiatives, the Company closed its
manufacturing facility in Lebanon, Pennsylvania and outsourced the manufacturing
of products. The Company also transferred the manufacturing of its Mustang line
of skid steer loaders from its facility in Owatonna, Minnesota to its skid steer
facility in Madison, South Dakota. Construction equipment is now manufactured in
two South Dakota facilities and Agriculture equipment is manufactured in plants
in Wisconsin and South Dakota.
The Company intends that certain matters discussed in this Annual Report on
Form 10-K are "forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical fact, including
statements regarding the Company's future financial position, business strategy,
targets, projected sales, costs, earnings and capital spending, and the plans
and objectives of management for future operations, are forward-looking
statements. When used in this Annual Report on Form 10-K, words such as the
Company "believes," "anticipates," "expects" or "estimates" or words of similar
meaning are generally intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance and are
subject to certain risks, uncertainties, assumptions and other factors, some of
which are beyond the Company's control, that could cause actual results to
differ materially from those anticipated as of the date of the filing hereof.
Factors that could cause such a variance include, but are not limited to, a
delay in the expected general economic recovery, unanticipated changes in
capital market conditions, the Company's ability to implement successfully its
strategic initiatives, market acceptance of newly introduced products, the
cyclical nature of the Company's business, the Company's and its customers'
access to credit, competitive pricing, product initiatives and other actions
taken by competitors, disruptions in production capacity, excess inventory
levels, the effect of changes in laws and regulations (including government
subsidies and international trade regulations), technological difficulties,
changes in currency exchange rates, the Company's ability to secure sources of
liquidity necessary to fund its operations, changes in environmental laws, the
impact of any acquisition effected by the Company, and employee and labor
relations. Shareholders, potential investors, and other readers are urged to
consider these factors in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements. The
forward-looking statements included in this Annual Report on Form 10-K are only
made as of the date of the filing hereof, and the Company undertakes no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances. In addition, the Company's future
expectations are based in part on certain assumptions made by the Company,
including those relating to commodities prices, which are strongly affected by
weather and other factors and can fluctuate significantly, housing starts and
other construction activities, which are sensitive to, among other things,
interest rates and government spending, and the performance of the U.S. economy
generally. The accuracy of these or
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other assumptions could have a material effect on the Company's ability to
achieve its expectations.
Business Segments
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The Company operates in two business segments, construction equipment and
agriculture equipment. The following table shows certain information relating to
the Company's segments:
(dollars in thousands)
Years ended December 31,
------------------------------------------------------------------------------------------------
2000 2001 2002
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Amount % Amount % Amount %
----------- --------- ----------- --------- ----------- ----------
Net sales:
Construction Equipment $148,611 59.4% $122,344 50.9% $ 135,080 58.1%
Agriculture Equipment 101,426 40.6 118,050 49.1 97,485 41.9
----------- --------- ----------- --------- ----------- ----------
Total $250,037 100.0% $240,394 100.0% $ 232,565 100.0%
=========== ========= =========== ========= =========== ==========
Income from operations:
Construction Equipment $14,028 63.8% $2,270 25.4% $ 4,306 83.5%
Agriculture Equipment 7,957 36.2 6,673 74.6 851 16.5
----------- --------- ----------- --------- ----------- ----------
Total $21,985 100.0% $8,943 100.0% $ 5,157 100.0%
=========== ========= =========== ========= =========== ==========
On September 26, 2001, the Company adopted several major plant
rationalization initiatives to improve profitability by consolidating certain
operations. During 2002, under these initiatives, the Company closed its
manufacturing facility in Lebanon, Pennsylvania and outsourced the manufacturing
of products. The Company also transferred the manufacturing of its Mustang line
of skid steer loaders from its facility in Owatonna, Minnesota to its recently
expanded skid steer facility in Madison, South Dakota. In implementing these
actions, a $4.3 million charge was recorded in the third quarter of 2001 in
accordance with accounting principles generally accepted in the United States of
America. Of the $4.3 million charge recorded in the third quarter of 2001, $1.5
million and $2.8 million related to the Agriculture and Construction segments,
respectively. Additionally, during 2002, the Company expensed $1.0 million of
other charges related to the plant rationalization initiatives. These charges
were required to be expensed when incurred and were not included in the original
reserve. Of the $1.0 million expense recorded in 2002, $.5 million and $.5
million related to the Agriculture and Construction segments, respectively.
The Company had no intersegment sales or transfers during the years set
forth above. For segment information with respect to identifiable assets,
depreciation/amortization and capital expenditures for the construction
equipment and agriculture equipment markets, see Note 16 of "Notes to
Consolidated Financial Statements", included on Pages 30 and 31 of the Gehl
Company 2002 Annual Report to Shareholders, which pages are incorporated by
reference herein.
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Construction Equipment
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Products:
Construction equipment is marketed in the following seven product areas:
1. Skid Loaders - The Company's skid loader line consists of a broad
range of products offered through the Gehl and Mustang brands. The
skid loader line features a choice of hand-operated T-bar controls,
hand only or hand and foot controls. The skid loader, with its
fixed-wheel four-wheel drive, is used principally for material
handling duties. The skid loader may also be used with a variety of
attachments, including dirt, snow and cement buckets, pallet forks and
hydraulically-operated devices such as cold planers, backhoes, brooms,
trenchers, snowblowers, industrial grapples, tree diggers, concrete
breakers, augers and many more.
2. Telescopic Handlers - The Company's telescopic handler line consists
of a broad range of products offered through the Gehl and Mustang
brands. These telescopic handlers are designed to handle heavy loads
(up to 12,000 pounds) reaching horizontally and vertically (up to 55
ft.) for use by a variety of customers, including masons, roofers,
building contractors and farmers.
3. Asphalt Pavers - Two models of Power Box(R) pavers are marketed by
Gehl. These pavers allow variable paving widths from 4 1/2 to 13 feet
and are used for both commercial and municipal jobs such as county and
municipal road, sidewalk, golf cart path, jogging trail, parking lot,
driveway, trailer court and tennis court preparation.
4. Compact Excavators - The Company's compact excavator line consists of
a broad range of products offered through the Gehl and Mustang brands.
The units range in size from 1.5 metric tons to 11.5 metric tons. All
units come standard with auxiliary hydraulics. An industry exclusive
frame leveling system is offered on a number of models. These units
can be equipped with a wide variety of attachments.
5. Compact-loader - Gehl offers an articulated unit, powered by a 20
horsepower engine. It is one of the only compact-loaders offered in
the industry where the operator is seated on the unit. Offered with a
wide variety of attachments, the principal applications for this
product are landscaping, nursery and material handling.
6. All-wheel-steer Loaders - The Company offers multiple all-wheel-steer
loaders through the Gehl and Mustang brands with either conventional
or telescopic booms and an industry exclusive all-wheel-steer design.
The units range from 60 horsepower to 83 horsepower and are used in
general construction, building contractors and material producers.
7. Compact track loaders - The Company offers multiple compact track
loaders through the Gehl and Mustang brands. With a dedicated rubber
track, these machines are especially useful in soft or muddy
conditions. They offer low ground pressure and high floatation and are
used in landscaping, nursery and general construction applications.
Marketing and Distribution:
The Company maintains a separate distribution system for Construction
equipment. The Company markets its Construction equipment in North America
through approximately 265 independent dealers (with 825 outlets) and worldwide
through approximately 110 distributors. The Company has no Company-owned
dealers, and its dealers may sell equipment produced by other construction
equipment manufacturers. The top ten dealers and distributors of Construction
equipment accounted for approximately 10% of the Company's sales for the year
ended December 31, 2002; however, no single dealer or distributor accounted for
more than 2% of the Company's sales for that period. Sales of the Construction
equipment skid loader product line accounted for more than 25% of the Company's
net sales in 2000, 2001 and 2002. Sales of the Construction equipment telescopic
handler product line accounted for more than 12% of the Company's net sales in
2000, 2001 and 2002.
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The Company believes that maintenance and expansion of its dealer network
is important to its success in the light construction equipment market. The
Company also believes that it needs to continue to further develop sales
relationships with rental companies to meet the demands of the changing
marketplace. Various forms of support are provided for its Construction
equipment dealers, including sales and service training, and, in the United
States and Canada, floor plan financing for its dealers and retail financing for
both its dealers and their customers. The construction equipment dealers in
North America are also supported by district sales managers who provide a
variety of services, including training, market evaluation, business planning,
equipment demonstrations and sales, warranty and service assistance, and
regional field service representatives who assist in training and providing
routine dealer service support functions. The Company has a service agreement
with a vendor for a centralized parts distribution center located in Belvidere,
Illinois.
Industry and Competition:
Gehl's Construction equipment product lines face competition in each of
their markets. In general, each line competes with a small group of from seven
to twelve different companies, some of which are larger than the Company. The
Company competes within the light construction equipment markets based primarily
on price, quality, service and distribution.
The primary markets for Gehl's Construction equipment outside of North
America are in Europe, Australia, Latin America, the Middle East and the Pacific
Rim. The Company believes it is a significant competitor in the skid loader
market in most of these markets.
Agriculture Equipment
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Products:
Agriculture equipment is marketed in five product areas.
1. Haymaking - Gehl's haymaking line includes a broad range of products
used to harvest and process hay crops for livestock feed. The Company
offers disc mowers, a wide range of pull-type disc mower conditioners,
hay rakes and variable-chamber round balers.
2. Forage Harvesting - The Company believes that it currently
manufactures and sells one of the industry's most complete lines of
forage harvesting equipment, including forage harvesters, forage
wagons and blowers.
3. Material Handling - This line consists of a broad range of Gehl skid
loaders, telescopic handlers, compact excavators, compact track
loaders, all-wheel-steer loaders and the compact-loader. The skid
loader, telescopic handler, compact excavator, compact track loader,
all-wheel-steer loader and compact-loader product lines are marketed
by dealers who handle Agriculture equipment and by dealers who handle
Construction equipment.
4. Manure Handling - Gehl offers a broad range of manure spreaders,
including the Scavenger(R) "V-Tank" side-discharge manure spreader
which incorporates a hydraulically controlled auger allowing the
spreader to handle a wide range of semi-liquid waste products,
including municipal sludge. For handling mostly solid manure, the
Company also markets four models of rear-discharge box spreaders.
5. Feedmaking - The Company offers the Gehl Mix-All(R) line of grinder
mixers, a line of mixer feeders and a feeder wagon for both mixing
feed rations and delivery to livestock feeders.
Marketing and Distribution:
In North America, Gehl's agriculture equipment is sold through
approximately 350 geographically dispersed dealers (with 390 outlets). Fifty of
these dealers are located in Canada. Agriculture equipment is also marketed
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through approximately 15 distributors in Europe, the Middle East, the Pacific
Rim and Latin America. The Company has no Company-owned dealers and its dealers
may sell equipment produced by other agriculture equipment manufacturers.
It has been and remains the Company's objective to increase the share of
Gehl products sold by a Gehl dealer. Gehl is not dependent for its sales on any
specific Agriculture dealer or group of dealers. The top ten dealers and
distributors in Agriculture equipment accounted for approximately 7% of the
Company's sales for the year ended December 31, 2002 and no one dealer or
distributor accounted for over 1% of the Company's sales during that period.
Sales of the Agriculture equipment skid loader product line accounted for more
than 14% of the Company's net sales in 2000, 2001 and 2002.
The Company provides various forms of support for its dealer network,
including sales and service training. The Company also provides floor plan and
retail finance support for products sold by its dealers in the United States and
Canada.
The Company employs district sales managers to assist its agriculture
equipment dealers in the promotion and sale of its products and regional service
managers to assist in warranty and servicing matters. The Company has a service
agreement with a vendor for a centralized parts distribution center located in
Belvidere, Illinois.
Industry and Competition:
The agriculture equipment industry has seen significant consolidation and
retrenchment since 1980. This has served to reduce the total number of
competitors, to strengthen certain major competitors, and to reduce the strength
of certain other companies in the industry. The Company competes within the
agriculture equipment industry based primarily on products sold, price, quality,
service and distribution.
The agriculture equipment markets in North America are highly competitive
and require substantial capital outlays. The Company has four major competitors
as well as numerous other limited line manufacturers and importers. The largest
manufacturers in the agriculture equipment industry, the Company's major
competitors, generally produce tractors and combines as well as a full line of
tillage and planting equipment. Such manufacturers also market, to varying
degrees, haymaking, forage harvesting, materials handling, manure handling
and/or feedmaking equipment, the areas in which the Company's agriculture
products are concentrated. No single competitor competes with the Company in
each of its product lines. The Company believes that it is the only non-tractor
manufacturer in the industry that produces equipment in each of these product
lines. Smaller manufacturers which compete with the Company produce only a
limited line of specialty items and often compete only in regional markets.
Approximately 90% of the Company's agriculture dealers also carry the
tractor and combine product lines of a major manufacturer. In addition to
selling the tractors and combines of a major manufacturer, many of these dealers
carry the major manufacturer's entire line of products, some of which directly
compete with the products offered by Gehl. Dealers of Gehl's Agriculture
equipment also market equipment manufactured by limited line manufacturers which
compete with specific product lines offered by the Company.
The primary markets for Gehl's Agriculture equipment outside of North
America are in Europe and the Pacific Rim. In these markets, the Company
competes with both agriculture equipment manufacturers from the United States,
some of which have manufacturing facilities in foreign countries, and foreign
manufacturers. The Company does not believe, however, that it is presently a
significant competitor in any of these foreign markets.
-5-
Backlog
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The backlog of unfilled equipment orders (which orders are subject to
cancellation in certain circumstances) as of December 31, 2002 was $20.9 million
versus $18.0 million at December 31, 2001. Virtually all orders in the backlog
at December 31, 2002 are expected to be shipped in 2003.
Floor Plan and Retail Financing
- -------------------------------
Floor Plan Financing:
The Company, as is typical in the industry, generally provides floor plan
financing for its dealers. Products shipped to dealers under the Company's floor
plan financing program are recorded by the Company as sales and the dealers'
obligations to the Company are reflected as accounts receivable.
The Company provides interest-free floor plan financing to its dealers, for
Construction equipment for varying periods of time generally up to six months
and for Agriculture equipment generally up to nine months. Dealers who sell
products utilizing floor plan financing are required to make immediate payment
for those products to the Company upon sale or delivery to the retail customer.
At the end of the interest-free period, if the equipment remains unsold to
retail customers, the Company generally charges interest to the dealer at
approximately 3% above the prime rate or on occasion provides an interest-free
extension of up to three months upon payment by the dealer of a curtailment of
25% of the original invoice price to the dealer. This type of floor plan
equipment financing accounts for approximately 80% of Gehl's dealer accounts
receivable, with all such floor planned receivables required to be secured by a
first priority security interest in the equipment sold.
Retail Financing:
The Company also provides retail financing primarily to facilitate the sale
of equipment to end users. Additionally, a number of dealers purchase equipment
which is held for rental to the public. The Company also provides retail
financing to such dealers in connection with these purchases. Retail financing
in the United States is provided by the Company primarily through Gehl
Finance(R), the Company's finance division. Retail financing is provided in
Canada by third parties at rates subsidized by the Company. In general, the
Company does not offer or sponsor retail financing outside of North America.
The Company maintains arrangements with third parties pursuant to which the
Company sells, with recourse, the Company's retail finance contracts. The
finance contracts require periodic installments of principal and interest over
periods of up to 60 months; interest rates are based on market conditions. The
majority of these contracts have maturities of 12 to 48 months. The Company
continues to service the finance contracts it sells, including cash collections.
See Note 2 of "Notes to Consolidated Financial Statements," Pages 24 and 25, and
"Management's Discussion and Analysis," Page 14 of the Gehl Company 2002 Annual
Report to Shareholders, which pages are incorporated by reference herein.
Employees
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As of December 31, 2002, the Company had 716 employees, of which 390 were
hourly employees and 326 were salaried employees. At the production facilities
in West Bend, Wisconsin, one of three Gehl production facilities, 142 hourly
employees are covered by a collective bargaining agreement with the United
Paperworkers International Union (formerly the Allied Industrial Workers) which
expires December 15, 2006. None of the remaining employees of the Company are
represented by unions. There have been no labor-related work stoppages at the
Company's facilities during the past twenty-nine years.
Manufacturing
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The Company has recently expanded its South Dakota skid loader
manufacturing facility in order to accommodate the transfer of Mustang skid
loader production previously manufactured in Owatonna, Minnesota. The Company
believes that its present manufacturing facilities will be sufficient to provide
adequate capacity for its operations in 2003.
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Component parts needed in the manufacture of the Company's equipment are
primarily produced by the Company. The Company obtains raw materials
(principally steel), component parts that it does not manufacture (mostly
engines and hydraulics) and supplies from third party suppliers. Substantially
all such materials and components used are available from a number of sources.
The Company is not dependent on any supplier that cannot be readily replaced and
has not experienced difficulty in obtaining necessary purchased materials.
In addition to the equipment it manufactures, the Company markets equipment
acquired from third party suppliers. Products acquired from these suppliers
accounted for less than 13% of the Company's net sales in 2002.
Research and Development
- ------------------------
The Company attempts to maintain and strengthen its market position through
internal new product development and incremental improvements to existing
products. The Company's research and development is devoted to developing new
products that meet specific customer needs and to devising incremental
improvements to existing products. Research and development performed by the
Company includes the designing and testing of new and improved products as well
as the fabrication of prototypes. The Company expended approximately $3.2
million, $3.0 million and $3.1 million on research and development for the years
ended December 31, 2002, 2001 and 2000, respectively.
Patents and Trademarks
- ----------------------
The Company possesses rights under a number of domestic and foreign patents
and trademarks relating to its products and business. While the Company
considers the patents and trademarks important in the operation of its business,
including the Gehl(R) name, the Mustang(R) name, the Dynalift(R) name, the
EDGETM name and the group of patents relating to the Scavenger(R) manure
spreader, the business of the Company is not dependent, in any material respect,
on any single patent or trademark or group of patents or trademarks.
Export Sales
- ------------
For information regarding the Company's export sales, see "Management's
Discussion and Analysis," page 11, of the Gehl Company 2002 Annual Report to
Shareholders, which page is incorporated by reference herein.
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ITEM 2. PROPERTIES.
The following table sets forth certain information as of December 31, 2002,
relating to the Company's principal manufacturing facilities. See "Management's
Discussion and Analysis - Liquidity and Capital Resources, Capital
Expenditures," Page 14, of the Gehl Company 2002 Annual Report to Shareholders,
which page is incorporated by reference herein. For information regarding
collateral pledges, see Note 7 of "Notes to Consolidated Financial Statements",
included on Page 26, of the Gehl Company 2002 Annual Report to Shareholders,
which page is incorporated by reference herein.
Approximate Owned or Principal Uses
Floor Area in Leased --------------
Square Feet ------
-----------
West Bend, WI 450,000 Owned General offices and engineering,
research and development and
manufacture of Agriculture
equipment
Madison, SD 260,000 Owned Manufacture of Gehl and Mustang
skid loaders for dealers of
Construction equipment and
Agriculture equipment
Yankton, SD 130,000 Owned Manufacture of Construction
equipment
Lebanon, PA(2) 170,000 Owned(1)
Owatonna, MN(2) 235,000 Owned
(1) This facility is financed with the proceeds from the sale of industrial
development bonds maturing in 2010.
(2) The Company ceased manufacturing at this plant in conjunction with its
plant rationalization initiatives announced in September 2001. This plant is
currently for sale.
The Company also has a five year service agreement with a vendor for a
centralized parts distribution center located in Belvidere, Illinois.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a defendant from time to time in actions for product
liability and other matters arising out of its ordinary business operations. The
Company believes that the actions presently pending will not have a material
adverse effect on its consolidated financial position or results of operations.
To the Company's knowledge, there are no material legal proceedings to which any
director, officer, affiliate or more than 5% shareholder of the Company (or any
associate of the foregoing persons) is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or its
subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the quarter
ended December 31, 2002.
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Executive Officers of the Registrant.
- ------------------------------------
Set forth below is certain information concerning the executive officers of
the Company as of February 1, 2003:
Name, Age and Position Business Experience
- ---------------------- -------------------
William D. Gehl, 56, Mr. Gehl has served as Chairman of the
Chairman, President, Chief Executive Board of Directors of the Company since
Officer and Director April, 1996. Mr. Gehl has served as
President and Chief Executive Officer
of the Company since November, 1992
and has served as a director of the
Company since 1987.
Malcolm F. Moore, 52, Mr. Moore has served as Executive Vice
Executive Vice President and President and Chief Operating Officer
Chief Operating Officer since joining the Company in August,
1999. From 1997 to 1999, Mr. Moore was
associated with The Moore Group (a
private investment consulting firm
focused on the thermal processing
equipment industry). From 1996 to
1997, Mr. Moore served as President
and Chief Executive Officer of
Pangborn Corporation (a manufacturer
of blast cleaning and surface
preparation systems and equipment).
From 1993 to 1996, Mr. Moore served
as President of LINAC Holdings, (the
U.S. financial Holding Co. for all the
U.S. based thermal processing equipment
companies owned by Ruhrgas AG).
Kenneth P. Hahn, 45, Mr. Hahn joined the Company as Corporate
Vice President of Finance and Controller in April, 1988. Mr. Hahn was
Chief Financial Officer appointed Vice President of Finance in
February, 1997 and became Chief Financial
Officer in January, 1999.
Daniel M. Keyes, 34, Mr. Keyes joined the Company as Vice
Vice President Sales and Marketing President Sales and Marketing in December
2000. From 1996 until joining the
Company, Mr. Keyes held a variety of
senior marketing management positions,
most recently, Director, Strategic
Accounts, with CNH Global NV (a
manufacturer of agricultural and
construction equipment).
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Michael J. Mulcahy, 56, Mr. Mulcahy has served as General Counsel
Vice President, Secretary of the Company since 1974 and became
and General Counsel Secretary in 1977 and a Vice President in
1986.
Kenneth H. Feucht, 54 Mr. Feucht has served as Vice President
Vice President of Human Resources of Human Resources since May, 2002. Mr.
Feucht was Director of Human Resources
from 1999 to 2002 and Manager of Human
Resources from 1993 to 1999.
All officers of the Company are elected annually by the Board of Directors
following the Annual Meeting of Shareholders. The Company has an employment
agreement with William D. Gehl, pursuant to which he is to serve as President
and Chief Executive Officer of the Company through the expiration of the
agreement on June 13, 2004.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS.
Pursuant to the terms of the Gehl Company Director Stock Grant Plan, each
of the non-employee directors of the Company (i.e., Messrs. N.C. Babson, T. J.
Boldt, J. T. Byrnes, F. J. Fotsch, K. Helletzgruber, J. W. Splude and H. Viets)
received on December 31, 2002 a grant of shares of Company common stock as part
of their annual retainer fee. An aggregate of 4,018 shares of Company common
stock were granted under the Director Stock Grant Plan. These shares were issued
in transactions exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended.
Information required by this item is also included on Pages 32 and 33 of
the Gehl Company 2002 Annual Report to Shareholders, which pages are hereby
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information required by this item is included on Page 32 of the Gehl
Company 2002 Annual Report to Shareholders, which page is hereby incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Information required by this item is included on Pages 10 through 17 of the
Gehl Company 2002 Annual Report to Shareholders, which pages are hereby
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information required by this item is included on Page 16 of the Gehl
Company 2002 Annual Report to Shareholders, which page is hereby incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item is included on Page 9 and Pages 18
through 31 of the Gehl Company 2002 Annual Report to Shareholders, which pages
are hereby incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no changes in or disagreements with the Company's
accountants regarding accounting and financial disclosure required to be
reported pursuant to this item.
-11-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Pursuant to Instruction G, the information required by this item with
respect to directors is hereby incorporated herein by reference from the caption
entitled "Election of Directors" set forth in the Company's definitive Proxy
Statement for its 2003 Annual Meeting of Shareholders ("Proxy Statement")1.
Information with respect to executive officers of the Company appears at the end
of Part I, Pages 9 through 10, of this Annual Report on Form 10-K. Pursuant to
Instruction G, the information required by this item with respect to compliance
with Section 16(a) of the Securities Exchange Act of 1934 is hereby incorporated
by reference from the caption entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" set forth in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Pursuant to Instruction G, the information required by this item is hereby
incorporated herein by reference from the captions entitled "Board of Directors"
and "Executive Compensation" set forth in the Proxy Statement; provided,
however, that the subsection entitled "Executive Compensation - Report on
Executive Compensation" shall not be deemed to be incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS.
Pursuant to Instruction G, the information required by this item with
respect to security ownership of certain beneficial owners and management is
hereby incorporated by reference herein from the caption "Principal
Shareholders" set forth in the Proxy Statement.
The following table sets forth information with respect to compensation
plans under which equity securities of the Company are authorized for issuance.
- ------------------------------ ------------------------------ ----------------------------- -----------------------------------
Plan category Number of securities to be Weighted-average exercise Number of securities remaining
issued upon the exercise of price of outstanding available for future issuance
outstanding options, options, warrants and rights under equity compensation plans
warrants and rights (excluding securities reflected
in the first column)
- ------------------------------ ------------------------------ ----------------------------- -----------------------------------
Equity compensation plans 977,937 $13.58 35,838
approved by security holders
- ------------------------------ ------------------------------ ----------------------------- -----------------------------------
Equity compensation plans
not approved by security
holders - - 9,894
- ------------------------------ ------------------------------ ----------------------------- -----------------------------------
Total 977,937 $13.58 45,732
- ------------------------------ ------------------------------ ----------------------------- -----------------------------------
The Company's only equity compensation plan not approved by security
holders is the Gehl Company Director Stock Grant Plan. Under that plan, on
December 31 of each year, each of the non-employee directors of the Company is
granted shares of the Company's common stock with a market value of $5,000 as
part of each director's annual retainer fee.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to Instruction G, the information required by this item is hereby
incorporated herein by reference from the caption entitled "Miscellaneous -
Certain Transactions" set forth in the Proxy Statement.
-12-
ITEM 14. CONTROLS AND PROCEDURES.
The Company's management, under the supervision and with the participation
of the Company's principal executive officer and principal financial officer,
has evaluated the Company's disclosure controls and procedures within 90 days
prior to the filing date of this Annual Report on Form 10-K. Based upon that
evaluation, the Company's principal executive officer and principal financial
officer have concluded that the Company's disclosure controls and procedures are
effective. There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
________________________________________________________________________________
(1) The Proxy Statement will be filed with the Commission pursuant to Regulation
14A.
-13-
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) 1 and 2. Financial statements and financial statement schedule.
Reference is made to the separate index to the Company's consolidated
financial statements and schedule contained on Page 18 hereof.
3. Exhibits.
Reference is made to the separate exhibit index contained on Pages 21
through 26 hereof.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 2002.
-14-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 6, 2003 By /s/ William D. Gehl
--------------------------------
William D. Gehl,
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William D. Gehl Chairman of the Board, President, March 6, 2003
- ----------------------- Chief Executive Officer and Director
William D. Gehl (Principal Executive Officer)
/s/ Kenneth P. Hahn Vice President of Finance and Chief Financial March 6, 2003
- ----------------------- Officer (Principal Financial and Accounting Officer)
Kenneth P. Hahn
/s/ Nicholas C. Babson Director March 6, 2003
- -----------------------
Nicholas C. Babson
/s/ Thomas J. Boldt Director March 6, 2003
- -----------------------
Thomas J. Boldt
/s/ John T. Byrnes Director March 6, 2003
- -----------------------
John T. Byrnes
/s/ Richard J. Fotsch Director March 6, 2003
- -----------------------
Richard J. Fotsch
/s/ Kurt Helletzgruber Director March 6, 2003
- -----------------------
Kurt Helletzgruber
/s/ John W. Splude Director March 6, 2003
- -----------------------
John W. Splude
/s/ Dr. Hermann Viets Director March 6, 2003
- -----------------------
Dr. Hermann Viets
-15-
CERTIFICATIONS
I, William D. Gehl, Chairman of the Board, President and Chief Executive Officer
of Gehl Company, certify that:
1. I have reviewed this annual report on Form 10-K of Gehl Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 6, 2003 /s/ William D. Gehl
----------------------------------------------
William D. Gehl
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
-16-
I, Kenneth P. Hahn, Vice President of Finance and Chief Financial Officer of
Gehl Company, certify that:
1. I have reviewed this annual report on Form 10-K of Gehl Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 6, 2003 /s/ Kenneth P. Hahn
----------------------------------------------
Kenneth P. Hahn
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer)
-17-
GEHL COMPANY
------------
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Page(s) in
Annual Report*
-------------
The following documents are filed as
part of this report:
(1) Financial Statements:
Report of Independent Accountants 9
Consolidated Balance Sheets at
December 31, 2002 and 2001 18
Consolidated Statements of Income
for the three years ended
December 31, 2002 19
Consolidated Statements of
Shareholders' Equity for the
three years ended December 31, 2002 20
Consolidated Statements of Cash
Flows for the three years ended
December 31, 2002 21
Notes to Consolidated Financial
Statements 22
* Incorporated by reference from the indicated pages of the Gehl Company 2002
Annual Report to Shareholders.
Page in
Form 10-K
---------
(2) Financial Statement Schedule:
Report of Independent Accountants
on Financial Statement Schedule 19
Schedule II - Valuation and Qualifying Accounts
for the three years ended
December 31, 2002 20
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
-18-
REPORT OF INDEPENDENT ACCOUNTANTS ON
------------------------------------
FINANCIAL STATEMENT SCHEDULE
----------------------------
To the Board of Directors of Gehl Company:
Our audits of the consolidated financial statements referred to in our report
dated February 14, 2003 appearing in the 2002 Annual Report to Shareholders of
Gehl Company (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 15(a)(2) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 14, 2003
-19-
GEHL COMPANY AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Period Description Balance at Charged to Deductions Balance at
- ------ ----------- Beginning Costs and ---------- End of Year
of Year Expenses -----------
------- --------
Year Ended
December 31,
2000
Allowance for Doubtful
Accounts-Trade
Receivables . . . . $ 1,687 $ 540 $ 363 $ 1,864
Returns and
Dealer Discounts . . 2,761 3,385 3,487 2,659
------- ------- ------- -------
Total . . . . . . . . $ 4,448 $ 3,925 $ 3,850 $ 4,523
======= ======= ======= =======
Allowance for
Doubtful Accounts -
Retail Contracts . . . $ 1,504 $ 705 $ 248 $ 1,961
======= ======= ======= =======
Inventory Obsolescence
Reserve . . . . . . $ 1,742 $ 900 $ 638 $ 2,004
======= ======= ======= =======
Income Tax Valuation
Allowance . . . . . $ 546 $ 48 $ 22 $ 572
======= ======= ======= =======
Year Ended
December 31,
2001
Allowance for Doubtful
Accounts-Trade
Receivables . . . . $ 1,864 $ 563 $ 192 $ 2,235
Returns and Dealer
Discounts . . . . . 2,659 4,349 4,169 2,839
------- ------- ------- -------
Total . . . . . . . . $ 4,523 $ 4,912 $ 4,361 $ 5,074
======= ======= ======= =======
Allowance for Doubtful
Accounts - Retail
Contracts . . . . . $ 1,961 $ 220 $ 133 $ 2,048
======= ======= ======= =======
Inventory Obsolescence
Reserve . . . . . . $ 2,004 $ 265 $ 157 $ 2,112
======= ======= ======= =======
Income Tax Valuation
Allowance . . . . . $ 572 $ 72 $ 20 $ 624
======= ======= ======= =======
Year Ended
December 31,
2002
Allowance for Doubtful
Accounts-Trade
Receivables . . . . $ 2,235 $ 710 $ 316 $ 2,629
Returns and Dealer
Discounts . . . . . 2,839 2,306 2,918 2,227
------- ------- ------- -------
Total . . . . . . . . $ 5,074 $ 3,016 $ 3,234 $ 4,856
======= ======= ======= =======
Allowance for Doubtful
Accounts - Retail
Contracts . . . . . $ 2,048 $ 802 $ 548 $ 2,302
======= ======= ======= =======
Inventory Obsolescence
Reserve . . . . . . $ 2,112 $ 351 $ 689 $ 1,774
======= ======= ======= =======
Income Tax Valuation
Allowance . . . . . $ 624 $ 379 $ 9 $ 994
======= ======= ======= =======
-20-
GEHL COMPANY
------------
INDEX TO EXHIBITS
Exhibit Number Document Description
- -------------- --------------------
(3.1) Restated Articles of Incorporation, as amended, of Gehl Company
[Incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 28,
1997]
(3.2) By-laws of Gehl Company, as amended [Incorporated by reference
to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 29, 2002]
(4.1) Amended and Restated Loan and Security Agreement by and between
ITT Commercial Finance Corp. (now known as Deutsche Financial
Services Corporation) and Gehl Company and its subsidiaries,
dated October 1, 1994 [Incorporated by reference to Exhibit 4.1
of the Company's Annual Report on Form 10-K for the year ended
December 31, 1994]
(4.2) First Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, f/k/a ITT Commercial Finance Corp., and Gehl
Company and its subsidiaries, dated May 10, 1995 [Incorporated
by reference to Exhibit 4.1 of the Company's Quarterly Report
on Form 10-Q for the quarter ended July 1, 1995]
(4.3) 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, dated
December 1, 1995 [Incorporated by reference to Exhibit 4.1 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995]
(4.4) Third Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services Canada Corporation and
Gehl Company and its subsidiaries, dated as of July 15, 1996
[Incorporated by reference to Exhibit 4.4 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1997]
(4.5) Amendment to Amended and Restated Loan and Security Agreement
by and between Deutsche Financial Services Corporation,
Deutsche Financial Services Canada Corporation and Gehl Company
and its subsidiaries, dated October 2, 1997 [Incorporated by
reference to Exhibit 4.1 of the Company's Current Report on
Form 8-K dated October 17, 1997]
(4.6) Fifth Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services, a division of
Deutsche Bank Canada, and Gehl Company and its subsidiaries,
dated as of February 5, 1998 [Incorporated by reference to
Exhibit 4.6 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1997]
-21-
(4.7) Sixth Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services, a division of
Deutsche Bank Canada, and Gehl Company and its subsidiaries,
dated as of June 1, 1998 [Incorporated by reference to Exhibit
4.1 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 27, 1998]
(4.8) Seventh Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services, a division of
Deutsche Bank Canada, and Gehl Company and its subsidiaries,
dated as of September 1, 1998 [Incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 26, 1998]
(4.9) Eighth Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services, a division of
Deutsche Bank Canada, and Gehl Company and its subsidiaries,
dated as of December 30, 1999 [Incorporated by reference to
Exhibit 4.9 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999]
(4.10) Ninth Amendment to Amended and Restated Loan and Security
Agreement by and between Deutsche Finance Services Corporation,
Deutsche Financial Services, a division of Deutsche Bank
Canada, and Gehl Company and its subsidiaries, dated as of June
20, 2000 [Incorporated by reference to Exhibit 4.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
July 1, 2000]
(4.11) Tenth Amendment to the Amended and Restated Loan and Security
Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services, a division of
Deutsche Bank Canada, and Gehl Company and its subsidiaries,
dated as of December 7, 2000 [Incorporated by reference to
Exhibit 4.11 of the Company's Annual Report on Form 10-K for
the year ended December 31, 2001]
(4.12) Eleventh Amendment to the Amended and Restated Loan and
Security Agreement by and between Deutsche Financial Services
Corporation, Deutsche Financial Services Canada Corporation, a
division of Deutsche Bank Canada, and Gehl Company and its
subsidiaries, dated as of March 19, 2002 [incorporated by
reference to Exhibit 4.1 of the Company's Quarterly Report on
Form 10-Q for the quarter ended March 30, 2002]
(4.13) Amended and Restated Negotiable Promissory Note signed by Gehl
Company and its subsidiaries payable to Deutsche Financial
Services Corporation, dated March 19, 2002 [Incorporated by
reference to Exhibit 4.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 30, 2002]
(4.14) Loan Agreement between Pennsylvania Economic Development
Financing Authority and Gehl Company, dated as of September 1,
1990 [Incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
29, 1990]
(4.15) First Supplemental Loan Agreement between Pennsylvania Economic
Development Financing Authority and Gehl Company, dated as of
April 23, 1993 [Incorporated by reference to Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
April 3, 1993]
-22-
(4.16) Second Supplemental Loan Agreement between Pennsylvania
Economic Development Financing Authority and Gehl Company,
dated as of February 1, 1994 [Incorporated by reference to
Exhibit 4.10 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993]
(4.17) Mortgage and Security Agreement by and between Gehl Company and
First Pennsylvania Bank N.A., dated as of September 1, 1990
[Incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
29, 1990]
(4.18) Rights Agreement, dated as of May 28, 1997, between Gehl
Company and U.S. Bank National Association (as successor to
Firstar Trust Company) [Incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form 8-A, dated
as of May 28, 1997]
(4.19) Amendment to Rights Agreement, dated as of September 20, 2002
by and among U.S. Bank National Association, Gehl Company and
American Stock Transfer and Trust Company [Incorporated by
reference to Exhibit 4.1 of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 28, 2002]
(4.20) Loan Agreement by and between South Dakota Board of Economic
Development and Gehl Company, dated May 26, 1998 [Incorporated
by reference to Exhibit 4.2 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 27, 1998]
(4.21) Promissory Note signed by Gehl Company payable to South Dakota
Board of Economic Development, dated May 26, 1998 [Incorporated
by reference to Exhibit 4.3 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 27, 1998]
(4.22) Mortgage by and between Gehl Company and South Dakota Board of
Economic Development, dated May 26, 1998 [Incorporated by
reference to Exhibit 4.4 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 27, 1998]
(4.23) Employment Agreement by and between Gehl Company and South
Dakota Board of Economic Development, dated May 26, 1998
[Incorporated by reference to Exhibit 4.5 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 27,
1998]
(4.24) 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 [Incorporated by reference to Exhibit
4.2 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 26, 1998]
(4.25) 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 [Incorporated by reference to Exhibit
4.3 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 26, 1998]
(4.26) Mortgage by and between Gehl Company and the City of Madison, a
-23-
political subdivision of the State of South Dakota, dated
September 8, 1998 [Incorporated by reference to Exhibit 4.4 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 26, 1998]
(10.1)* Form of Supplemental Retirement Benefit Agreement between Gehl
Company and Messrs. Hahn, Keyes, Moore and Mulcahy
[Incorporated by reference to Exhibit 10.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 1,
2000]
(10.2)* Gehl Company Director Stock Grant Plan, as amended
[Incorporated by reference to Exhibit 10.9 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 1,
2000]
(10.3)* Amended and Restated Employment Agreement between Gehl Company
and William D. Gehl dated as of December 19, 1997 [Incorporated
by reference to Exhibit 10.3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1997]
(10.4)* Amendment to Amended and Restated Employment Agreement between
Gehl Company and William D. Gehl dated as of June 13, 2001
[Incorporated by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001]
(10.5)* Supplemental Retirement Benefit Agreement by and between
William D. Gehl and Gehl Company [Incorporated by reference to
Exhibit 10.4 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1995]
(10.6)* Amendment to Supplemental Retirement Benefit Agreement by and
between William D. Gehl and Gehl Company dated as of April 20,
2000 [Incorporated by reference to Exhibit 10.6 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
July 1, 2000]
(10.7)* Gehl Company Shareholder Value Added Management Incentive
Compensation Plan [Incorporated by reference to Exhibit 10.6 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995]
(10.8)* Gehl Savings Plan, as amended and restated effective July 1,
2001 [Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 29, 2001]
(10.9)* Amendment to Gehl Savings Plan [Incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 30, 2002]
(10.10)* Amendment to Gehl Savings Plan [Incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 29, 2002]
(10.11)* Gehl Company Retirement Income Plan "B", as amended and
restated [Incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 29, 2001]
(10.12)* Amendments to Gehl Company Retirement Income Plan "B"
[Incorporated by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 29,
2002]
-24-
(10.13)* Gehl Company 1987 Stock Option Plan, as amended [Incorporated
by reference to Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996]
(10.14)* Form of Stock Option Agreement used in conjunction with the
Gehl Company 1987 Stock Option Plan [Incorporated by reference
to Exhibit 4.2 to the Company's Form S-8 Registration Statement
(Reg. No. 33-38392)]
(10.15)* Gehl Company 1995 Stock Option Plan, as amended [Incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended July 1, 2000]
(10.16)* Form of Stock Option Agreement for executive officers used in
conjunction with the Gehl Company 1995 Stock Option Plan
[Incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995]
(10.17)* Form of Stock Option Agreement for non-employee directors used
in conjunction with the Gehl Company 1995 Stock Option Plan
[Incorporated by reference to Exhibit 10.13 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995]
(10.18)* Gehl Company 2000 Equity Incentive Plan [Incorporated by
reference to Appendix A to the Company's Proxy Statement for
the 2000 Annual Meeting of Shareholders]
(10.19)* Form of Non-Qualified Stock Option Agreement used in
conjunction with the Gehl Company 2000 Equity Incentive Plan
[Incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-8 (Registration No.
333-36102)]
(10.20)* Form of Stock Option Agreement for Non-Employee Directors used
in conjunction with the Gehl Company 2000 Equity Incentive Plan
[Incorporated by reference to Exhibit 4.6 to the Company's
Registration Statement on Form S-8 (Registration No.
333-36102)]
(10.21)* Form of Change in Control and Severance Agreement between Gehl
Company and Messrs. Hahn, Keyes, Moore and Mulcahy
[Incorporated by reference to Exhibit 10.8 of the Company's
Quarterly Report on Form 10-Q for the quarter ended July 1,
2000]
(10.22)* Forms of Amendment to the Change in Control and Severance
Agreement between Gehl Company and Messrs. Hahn, Keyes, Moore
and Mulcahy dated as of June 13, 2001 [Incorporated by
reference to Exhibits 10.3 and 10.4 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001]
(10.23)* Form of Retention Agreement, dated as of June 13, 2001, between
Gehl Company and each of Messrs. Gehl, Moore, Hahn, Mulcahy and
Keyes [Incorporated by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001]
(10.24)* Gehl Company Deferred Compensation Plan effective August 1,
2000 [Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000]
(10.25) Technical Assistance and License Agreement by and between Gehl
Company and Rheiner Maschinenfabrik Windhoff AG, dated as of
May 4, 1985, as amended [Incorporated by reference to Exhibit
10.13 to the
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Company's Form S-1 Registration Statement (Reg. No. 33-31571)]
(10.26) Trademark Licensing Agreement by and between Gehl Company and
Gehl GmbH, dated as of April 15, 1985 [Incorporated by
reference to Exhibit 10.17 to the Company's Form S-1
Registration Statement (Reg. No. 33-31571)]
(13) Portions of the Gehl Company 2002 Annual Report to Shareholders
that are incorporated by reference herein
(21) Subsidiaries of Gehl Company
(23) Consent of PricewaterhouseCoopers LLP
(99.1) Proxy Statement for 2003 Annual Meeting of Shareholders (To be
filed with the Securities and Exchange Commission under
Regulation 14A; except to the extent incorporated by reference,
the Proxy Statement for the 2003 Annual Meeting of Shareholders
shall not be deemed to be filed with the Securities and
Exchange Commission as part of this Annual Report on Form 10-K)
(99.2) Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350.
(99.3) Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350.
__________________
* A management contract or compensatory plan or arrangement.
Except as otherwise noted, all documents incorporated by reference are to
Commission File No. 0-18110.
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