FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 28, 2003
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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Wisconsin 39-0300430
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(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)
(262) 334-9461
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(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 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at June 28, 2003
- ---------------------------- ----------------------------
Common Stock, $.10 Par Value 5,311,494
GEHL COMPANY
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FORM 10-Q
June 28, 2003
REPORT INDEX
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Page No.
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PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the Three- and
Six-month Periods Ended June 28, 2003 and
June 29, 2002................................................... 3
Condensed Consolidated Balance Sheets at June 28, 2003,
December 31, 2002, and June 29, 2002............................ 4
Condensed Consolidated Statements of Cash Flows for
the Six-month Periods Ended June 28, 2003 and
June 29, 2002................................................... 5
Notes to Condensed Consolidated Financial Statements.............. 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition.............................. 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk....... 19
Item 4. Controls and Procedures.......................................... 19
PART II. - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ............. 20
Item 6. Exhibits and Reports on Form 8-K................................. 20
SIGNATURES................................................................. 21
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data; unaudited)
Three Months Ended Six Months Ended
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June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- -------------
Net sales $ 68,551 $ 66,689 $ 127,082 $ 126,757
Cost of goods sold 54,085 52,462 100,353 99,171
---------- ---------- ---------- ----------
Gross profit 14,466 14,227 26,729 27,586
Selling, general and
administrative expenses 10,818 11,342 21,852 23,263
Restructuring and other charges 121 300 281 392
---------- ---------- ---------- ----------
Total operating expenses 10,939 11,642 22,133 23,655
Income from operations 3,527 2,585 4,596 3,931
Interest expense (984) (1,166) (1,883) (2,129)
Interest income 528 498 1,031 980
Other income (expense), net 275 (540) 384 (1,053)
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Income before income taxes 3,346 1,377 4,128 1,729
Provision for income taxes 1,105 482 1,379 605
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Net income $ 2,241 $ 895 $ 2,749 $ 1,124
========== ========== ========== ==========
Earnings per share
Diluted $ 0.42 $ 0.16 $ 0.51 $ 0.20
========== ========== ========== ==========
Basic $ 0.42 $ 0.17 $ 0.51 $ 0.21
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
-3-
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 28, 2003 December 31, 2002 June 29, 2002
------------- ----------------- -------------
(Unaudited) (Audited) (Unaudited)
ASSETS
Cash $ 4,742 $ 2,243 $ 2,855
Accounts receivable - net 118,098 97,627 110,571
Finance contracts receivable - net 6,426 4,701 1,804
Inventories 36,550 36,771 45,714
Deferred income tax assets 8,469 8,469 10,171
Prepaid expenses and other current assets 1,877 3,203 1,900
---------- ---------- ----------
Total current assets 176,162 153,014 173,015
---------- ---------- ----------
Property, plant and equipment - net 45,056 46,697 47,091
Finance contracts receivable - net, non-current 2,932 2,334 2,765
Goodwill 11,748 11,696 12,556
Other assets 12,105 12,328 11,191
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Total assets $ 248,003 $ 226,069 $ 246,618
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of debt obligations $ 1,289 $ 1,779 $ 148
Accounts payable 36,321 27,540 29,021
Accrued liabilities 23,106 20,315 27,391
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Total current liabilities 60,716 49,634 56,560
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Line of credit facility 55,736 47,377 58,939
Long-term debt obligations 8,690 8,758 12,591
Deferred income tax liabilities 1,644 1,644 2,460
Other long-term liabilities 22,538 22,518 14,650
---------- ---------- ----------
Total long-term liabilities 88,608 80,297 88,640
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Common stock, $.10 par value, 25,000,000 shares authorized, 5,311,494,
5,373,650 and 5,406,955 shares outstanding,
respectively 531 537 541
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 6,410 7,030 7,317
Retained earnings 102,221 99,472 99,553
Accumulated other comprehensive loss (10,483) (10,901) (5,993)
---------- ---------- ----------
Total shareholders' equity 98,679 96,138 101,418
---------- ---------- ----------
Total liabilities and shareholders' equity $ 248,003 $ 226,069 $ 246,618
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
-4-
GEHL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
Six Months Ended
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June 28, 2003 June 29, 2002
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Cash flows from operating activities
Net income $ 2,749 $ 1,124
Adjustments to reconcile net income to net cash
(used for) provided by operating activities:
Depreciation 2,550 2,129
Amortization 13 118
Cost of sales of finance contracts 10 1,198
Proceeds from sales of finance contracts 46,979 48,143
Increase in finance contracts receivable (49,312) (41,252)
Net changes in remaining working capital items (6,668) (9,813)
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Net cash (used for) provided by operating activities (3,679) 1,647
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Cash flows from investing activities
Property, plant and equipment additions - net (808) (5,073)
Other (112) 1,223
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Net cash used for investing activities (920) (3,850)
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Cash flows from financing activities
Proceeds from line of credit facility - net 8,359 3,590
Repayments of other borrowings - net (635) (1,547)
Proceeds from issuance of common stock 102 532
Treasury stock purchases (728) (190)
Other - 425
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Net cash provided by financing activities 7,098 2,810
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Net increase in cash 2,499 607
Cash, beginning of period 2,243 2,248
--------- ---------
Cash, end of period $ 4,742 $ 2,855
========= =========
Supplemental disclosure of cash flow information:
Cash paid (received) for the following:
Interest $ 1,781 $ 2,083
Income taxes $ (503) $ 609
The accompanying notes are an integral part of the financial statements.
-5-
GEHL COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 28, 2003
(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 accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations, although
management believes that the disclosures are adequate to make the information
presented not misleading.
In the opinion of management, the information furnished for the three- and
six-month periods ended June 28, 2003 and June 29, 2002 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.
Due in part to the seasonal nature of the Company's business, the results of
operations for the six-month period ended June 28, 2003 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, 2002 as
filed with the Securities and Exchange Commission.
Note 2 - Stock Based Compensation
In December 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirement of SFAS No. 123, "Accounting for Stock-Based
Compensation," to require more prominent and more frequent disclosures in
financial statements of the effects of stock-based compensation.
The Company maintains stock option plans for certain of its directors,
officers and key employees and accounts for these plans under the recognition
and measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." No compensation expense has been
recognized for options granted under these plans as the option price was equal
to the market value of the Company's common stock on the date of grant.
-6-
The effect on net income and earnings per share had the Company applied the fair
value recognition provisions of SFAS No. 123 is presented below (in thousands,
except per share data):
Three Months Ended
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June 28, 2003 June 29, 2002
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Net income, as reported $ 2,241 $ 895
Less: stock-based compensation expense
determined based on the fair value
method, net of tax (175) (305)
----------- -----------
Pro forma net income $ 2,066 $ 590
=========== ===========
Diluted net income per share:
As reported $ .42 $ .16
Pro forma $ .39 $ .11
Basic net income per share:
As reported $ .42 $ .17
Pro forma $ .39 $ .11
Six Months Ended
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June 28, 2003 June 29, 2002
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Net income, as reported $ 2,749 $ 1,124
Less: stock-based compensation expense
determined based on the fair value
method, net of tax (302) (439)
----------- -----------
Pro forma net income $ 2,447 $ 685
=========== ===========
Diluted net income per share:
As reported $ .51 $ .20
Pro forma $ .46 $ .12
Basic net income per share:
As reported $ .51 $ .21
Pro forma $ .46 $ .13
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):
June 28, 2003 December 31, 2002 June 29, 2002
------------- ----------------- -------------
Raw materials and supplies $ 13,799 $ 12,891 $ 15,531
Work-in-process 2,809 3,006 3,138
Finished machines and parts 43,445 44,377 47,236
--------- --------- ---------
Total current cost value 60,053 60,274 65,905
Adjustment to LIFO basis (23,503) (23,503) (20,191)
--------- --------- ---------
LIFO inventory value $ 36,550 $ 36,771 $ 45,714
========= ========= =========
-7-
Note 5 - Product Warranties and Other Guarantees
Effective December 31, 2002 and January 1, 2003, the Company adopted the
disclosure and accounting requirements, respectively, of Financial Accounting
Standards Board ("FASB") Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 requires a guarantor to recognize a
liability, at the inception of the guarantee, for the fair value of obligations
it has undertaken in issuing the guarantee and also include more detailed
disclosures with respect to guarantees. The adoption of FIN 45 did not impact
the Company's financial position, results of operations or cash flows.
In general, the Company provides warranty coverage on equipment for a
period of up to twelve months or for a specified period of use after sale or
rental by a dealer. The Company's reserve for warranty claims is established
based on the best estimate of the amounts necessary to settle future and
existing claims on products sold as of the balance sheet date. While the
Company's warranty costs have historically been within its calculated estimates,
it is possible that future warranty costs could exceed those estimates. The
changes in the carrying amount of the Company's total product warranty liability
for the six-month period ended June 28, 2003 were as follows (in thousands):
Balance as of December 31, 2002 $ 4,437
Accruals for warranties issued during the period 1,518
Accruals related to pre-existing warranties
(including changes in estimates) -
Settlements made (in cash or in kind) during the period (1,640)
------------
Balance as of June 28, 2003 $ 4,315
============
Note 6 - Accounting Pronouncements
Effective January 1, 2003, the Company adopted the provisions of SFAS No.
143, "Accounting for Asset Retirement Obligations." This statement addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and/or the normal operation of a long-lived asset. The adoption of SFAS No. 143
had no impact on the Company's financial position, results of operations or cash
flows.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities, an interpretation of ARB No. 51" ("FIN 46"). FIN
46 clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements" to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. This
interpretation applies immediately to variable interest entities created after
January 31, 2003, and applies in the first year or interim period beginning
after June 15, 2003 to variable interest entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003. As of June 28, 2003,
the Company is not a party to any variable interest entities.
-8-
Note 7 - Restructuring and Other Charges
On September 26, 2001, the Company adopted several major plant
rationalization initiatives to improve the Company's profitability by
consolidating certain operations. Under these initiatives, the Company announced
it would close its manufacturing facility in Lebanon, Pennsylvania and transfer
production to other locations. The Company also indicated it would transfer 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. In
implementing these actions, the Company expected that it would ultimately incur
total restructuring and other non-recurring charges of approximately $5.5 to
$6.5 million; a $4.3 million charge related to the plant rationalization
initiatives 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 Agricultural and Construction equipment segments,
respectively. The Company has incurred total restructuring and other
non-recurring charges of $5.5 million since the adoption of the plant
rationalization initiatives.
Details of the restructuring charge and related activity are as follows (in
thousands):
Employee
Severance and Write-down of
Termination Long-lived and Other Exit
Benefits Other Assets Costs Totals
---------------- ----------------- ------------- --------------
Original Reserve $ 1,635 $ 1,754 $ 911 $ 4,300
Utilization - (1,754) - (1,754)
---------- ---------- ---------- ----------
Balance at December 31, 2001 1,635 - 911 2,546
Utilization (1,351) - (430) (1,781)
---------- ---------- ---------- ----------
Balance at December 31, 2002 284 - 481 765
Utilization (249) - (44) (293)
---------- ---------- ---------- ----------
Balance at June 28, 2003 $ 35 $ - $ 437 $ 472
========== ========== ========== ==========
As a result of the plant rationalizations, the Company expected to reduce
its workforce by 249, consisting of hourly and salaried employees at the Lebanon
and Owatonna locations. Workforce reductions related to the plant
rationalizations totaled 235 employees, which included 211 employees who were
terminated with severance payments.
The manufacturing consolidations announced on September 26, 2001 have been
completed. Both the Lebanon and Owatonna manufacturing facilities are expected
to be sold and, accordingly, the tangible assets to be disposed of were written
down based on the estimated fair value of the assets compared to their carrying
value.
Other exit costs primarily consist of non-recurring charges that will not
benefit activities that will be continued, will not be incurred to generate
future revenue, and are incremental to other costs incurred by the Company prior
to the adoption of the above initiatives.
-9-
During the three-month periods ended June 28, 2003 and June 29, 2002, the
Company expensed $0.1 million and $0.3 million, respectively, of other charges
related to the plant rationalization initiatives. During the six-month periods
ended June 28, 2003, and June 29, 2002, the Company expensed $0.3 million and
$0.4 million, respectively, 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.
Note 8 - Earnings Per Share and Comprehensive Income
Basic net income per common share is computed by dividing net income by the
weighted- average number of common shares outstanding for the period. Diluted
net income per common share is computed by dividing net income by the
weighted-average number of common shares and, if applicable, common stock
equivalents that would arise from the exercise of stock options.
A reconciliation of the shares used in the computation of earnings per
share follows (in thousands):
Three Months Ended
------------------
June 28, 2003 June 29, 2002
------------- -------------
Basic shares 5,346 5,399
Effect of options 5 114
----- -----
Diluted shares 5,351 5,513
===== =====
Six Months Ended
----------------
June 28, 2003 June 29, 2002
------------- -------------
Basic shares 5,360 5,387
Effect of options 12 129
----- -----
Diluted shares 5,372 5,516
===== =====
Accumulated other comprehensive loss is primarily comprised of minimum
pension liability and foreign currency translation adjustments. Comprehensive
income was $2.6 million and $3.2 million for the three- and six-month periods
ended June 28, 2003, respectively, which reflects the Company's net income plus
currency translation adjustments of $0.4 million and $0.5 million, respectively.
Comprehensive income and net income equaled $0.9 million and $1.1 million for
the three-and six-month periods ended June 29, 2002, respectively.
Note 9 - Business Segments
The Company operates in two business segments: Construction equipment and
Agricultural equipment. The long-term financial performance of the Company's
reportable segments is affected by separate economic conditions and cycles. The
segments are managed separately based on the fundamental differences in their
operations. Following is selected segment information (in thousands):
Three Months Ended Six Months Ended
--------------------------------- ---------------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
-------------- --------------- --------------- --------------
Net Sales:
Construction $ 44,123 $ 41,082 $ 79,921 $ 71,433
Agricultural 24,428 25,607 47,161 55,324
----------- ---------- ----------- ----------
Consolidated $ 68,551 $ 66,689 $ 127,082 $ 126,757
=========== ========== =========== ==========
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Income from Operations:
Construction $ 3,299 $ 1,763 $ 4,557 $ 2,274
Agricultural 228 822 39 1,657
----------- ---------- ----------- ----------
Consolidated $ 3,527 $ 2,585 $ 4,596 $ 3,931
=========== ========== =========== ==========
Note 10 - Stock Repurchases
In September 2001, the Company's Board of Directors authorized a stock
repurchase plan providing for the repurchase of up to 500,000 shares of the
Company's outstanding common stock. During the three- and six-month periods
ended June 28, 2003, the Company repurchased 51,500 shares and 73,700 shares,
respectively, in the open market under this authorization at an aggregate cost
of $0.5 million and $0.7 million, respectively. During the three- and six-month
periods ended June 29, 2002, the Company repurchased 12,800 shares in the open
market under this authorization at an aggregate cost of $0.2 million. As of June
28, 2003, the Company has repurchased 151,900 shares under this authorization.
All treasury stock acquired by the Company has been cancelled and returned to
the status of authorized but unissued shares.
-11-
Item 2. Management's Discussion and Analysis of Results of Operations and
- -------------------------------------------------------------------------
Financial Condition
- -------------------
Results of Operations
- ---------------------
Three Months Ended June 28, 2003 Compared to Three Months Ended June 29, 2002
Net Sales
Net sales for the three months ended June 28, 2003 ("2003 second quarter")
were $68.6 million compared to $66.7 million in the three months ended June 29,
2002 ("2002 second quarter"), an increase of $1.9 million, or 3%.
Construction equipment segment net sales were $44.1 million in the 2003
second quarter compared to $41.1 million in the 2002 second quarter, an increase
of $3.0 million, or 7%. The increase in construction equipment segment sales was
primarily the result of shipments of compact track loaders, a new product line
introduced in the 2002 second quarter. In addition, increased sales by the
Company's attachment business benefited the construction equipment segment
sales.
Agricultural equipment segment net sales were $24.5 million in the 2003
second quarter, compared to $25.6 million in the 2002 second quarter, a decrease
of $1.1 million, or 5%. Agricultural equipment net sales continue to be
adversely impacted by lower milk prices. Milk prices in the 2003 second quarter
were approximately 10% lower than in the 2002 second quarter. Increased sales by
the Company's attachment business, as well as higher shipments of compact track
loaders, introduced in the 2002 second quarter, and windrow mergers, introduced
in the first quarter of 2003, partially offset reduced agricultural implement
and skid loader shipments in the 2003 second quarter.
Of the Company's total net sales reported for the 2003 second quarter,
$14.2 million were made outside of the United States compared with $13.1 million
in the 2002 second quarter. The increase in export sales was primarily due to
increased sales in Canada and Europe.
Gross Profit
Gross profit was $14.5 million in the 2003 second quarter compared to $14.2
million in the 2002 second quarter, an increase of $0.2 million, or 2%. Gross
profit as a percent of net sales (gross margin) was 21.1% for the 2003 second
quarter compared to 21.3% for the 2002 second quarter.
Gross margin for the construction equipment segment was 23.2% in the 2003
second quarter compared with 20.3% for the 2002 second quarter. The increase in
the gross margin for the construction equipment segment was primarily the result
of improved manufacturing efficiencies, the favorable effects of the two plant
closures completed by the Company during the prior year and the levels of
discounts and sales incentives associated with the mix of products shipped.
Gross margin for the agricultural equipment segment was 17.4% in the 2003
second quarter compared to 23.1% in the 2002 second quarter. The decrease in
agricultural equipment gross margin was due to continued significant competitive
pressure resulting in higher sales discounts and sales incentives, reduced
production levels, as well as a less favorable mix of product shipments.
-12-
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $10.8 million, or 15.8%
of net sales, in the 2003 second quarter compared to $11.3 million, or 17% of
net sales, in the 2002 second quarter. The decrease was primarily due to tight
cost controls implemented by the Company.
Income from Operations
Income from operations in the 2003 second quarter was $3.5 million compared
to $2.6 million in the 2002 second quarter, an increase of $0.9 million, or 36%.
Interest Expense
Interest expense was $1.0 million in the 2003 second quarter compared to
$1.2 million in the 2002 second quarter, a decrease of $0.2 million, or 16%. The
decrease in the Company's average outstanding debt balance, due to decreases in
working capital, primarily contributed to the decrease in the 2003 second
quarter interest expense.
Other Income (Expense), Net
The Company benefited from other income, net of $0.3 million in the 2003
second quarter compared to other expense, net of $0.5 million in the 2002 second
quarter. This difference resulted from reduced costs of selling retail finance
contracts, due to the overall lower interest rate environment, and favorable
foreign exchange rates in the 2003 second quarter versus the 2002 second
quarter.
Net Income
Net income was $2.2 million in the 2003 second quarter compared with $0.9
million in the 2002 second quarter, an increase of $1.3 million.
Six Months Ended June 28, 2003 Compared to Six Months Ended June 29, 2002
- -------------------------------------------------------------------------
Net Sales
Net sales for the six months ended June 28, 2003 ("2003 six months") were
$127.1 million compared to $126.8 million in the six months ended June 29, 2002
("2002 six months"), an increase of $0.3 million.
Construction equipment segment net sales were $79.9 million in the 2003 six
months compared to $71.4 million in the 2002 six months, an increase of $8.5
million, or 12%. The increase in construction equipment segment sales was
primarily the result of shipments of compact track loaders and all-wheel-steer
loaders, new products that were introduced in the second and third quarters of
2002, respectively. In addition, increased sales by the Company's attachment
business benefited the construction equipment segment sales.
Agricultural equipment segment net sales were $47.2 million in the 2003 six
months, compared to $55.4 million in the 2002 six months, a decrease of $8.2
million, or 15%. Agricultural equipment net sales continue to be adversely
impacted by lower milk prices. Increased sales by the Company's attachment
business, as well as higher shipments of compact
-13-
track loaders, introduced in the 2002 second quarter, and windrow mergers,
introduced in the first quarter of 2003, partially offset reduced agricultural
implement and skid loader shipments in the 2003 six months.
Of the Company's total net sales reported for the 2003 six months, $24.8
million were made outside of the United States compared with $24.3 million in
the 2002 six months. The increase in export sales was primarily due to increased
sales in Canada and Europe.
Gross Profit
Gross profit was $26.7 million in the 2003 six months compared to $27.6
million in the 2002 six months, a decrease of $0.9 million, or 3%. Gross profit
as a percent of net sales (gross margin) was 21.0% for the 2003 six months
compared to 21.8% for the 2002 six months.
Gross margin for the construction equipment segment was 23.0% for the 2003
six months compared with 21.1% for the 2002 six months. The increase in the
gross margin for the construction equipment segment was primarily the result of
improved manufacturing efficiencies, the favorable effects of the two plant
closures completed by the Company during the prior year and the levels of
discounts and sales incentives associated with the mix of products shipped.
Gross margin for the agricultural equipment segment was 17.7% for the 2003
six months compared to 22.6% for the 2002 six months. The decrease in
agricultural equipment gross margin was due to significant competitive pressure
resulting in higher sales discounts and sales incentives, reduced production
levels, as well as a less favorable mix of product shipments.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $21.9 million, or 17.2%
of net sales, in the 2003 six months compared to $23.3 million, or 18.4% of net
sales, in the 2002 six months. The decrease is primarily due to tight cost
controls implemented by the Company.
Income from Operations
Income from operations in the 2003 six months was $4.6 million compared to
$3.9 million in the 2002 six months, an increase of $0.7 million, or 17%.
Interest Expense
Interest expense was $1.9 million in the 2003 six months compared to $2.1
million in the 2002 six months, a decrease of $0.2 million, or 12%. The decrease
in the Company's average outstanding debt balance, due to decreases in working
capital, primarily contributed to the decrease in interest expense in the 2003
six months.
Other Income (Expense), Net
The Company benefited from other income, net of $0.4 million in the 2003
six months compared to other expense, net of $1.1 million in the 2002 six
months. This difference resulted from reduced costs of selling retail finance
contracts, due to the overall lower interest rate environment, and favorable
foreign exchange rates in the 2003 six months versus the 2002 six months.
-14-
Net Income
Net income was $2.7 million in the 2003 six months compared with $1.1
million in the 2002 six months, an increase of $1.6 million.
Financial Condition
- -------------------
The Company's working capital was $115.4 million at June 28, 2003, as
compared to $103.4 million at December 31, 2002, and $116.5 million at June 29,
2002. The decrease since June 29, 2002 was due primarily to decreases in
inventory levels as the Company: 1) continued to improve inventory flow
management; 2) benefited from the completion of the plant rationalization
initiatives; and 3) continued to adjust production and purchase levels to meet
current demand. In addition, an increase in accounts payable contributed to the
decrease in working capital since June 29, 2002. The impact of inventory
reductions and the increase in accounts payable on working capital was partially
offset by an increase in finance contracts receivable and accounts receivable,
which was primarily due to the introduction of the compact track loader and
all-wheel-steer loader in the second and third quarters of 2002, respectively,
as well as the windrow merger in the first quarter of 2003. The increase in
working capital from December 31, 2002 was primarily due to seasonality of
accounts receivable and the introduction of the windrow merger in the first
quarter of 2003. The impact of the increase in accounts receivable on working
capital was partially offset by an increase in accounts payable.
Capital expenditures for property, plant and equipment during the 2003 six
months were approximately $0.8 million. During 2003, the Company plans to make
an aggregate of up to $3.6 million in capital expenditures. The Company believes
that its present manufacturing facilities will be sufficient to provide adequate
capacity for its operations in 2003.
As of June 28, 2003, the weighted-average interest rate paid by the Company
on outstanding borrowings under its line of credit facility ("Facility") was
4.55%. The Company had available unused borrowing capacity of $18.9 million,
$24.5 million and $30.4 million under the Facility at June 28, 2003, December
31, 2002, and June 29, 2002, respectively. As of July 1, 2002, the Company's
available unused borrowing capacity was $15.4 million as a March 19, 2002
amendment to the Facility temporarily increased the amount available under the
Facility from $75 million to $90 million through June 30, 2002, then reduced the
amount available under the Facility back to $75 million on July 1, 2002. At June
28, 2003, December 31, 2002, and June 29, 2002, the Company's outstanding
borrowings under the Facility were $55.7 million, $47.4 million and $58.9
million, respectively. The changes in borrowings from June 29, 2002 and December
31, 2002 to June 28, 2003 were primarily due to changes in working capital
requirements. The Company believes it has adequate capital resources and
borrowing capacity to meet its projected capital requirements for the
foreseeable future. Requirements for working capital, capital expenditures,
pension fund contributions and debt maturities in fiscal 2003 will continue to
be funded by operations and borrowings under the Facility.
The sale of finance contracts is an important component of the Company's
overall liquidity. The Company has arrangements with several financial
institutions and financial service companies to sell, with recourse, its finance
contracts receivable. The Company continues to service substantially all
contracts whether or not sold. At June 28, 2003, the Company serviced $160.4
million of such contracts, of which $151.7 million were owned by other parties.
The Company believes that it will be able to arrange sufficient capacity to sell
its finance contracts for the foreseeable future.
-15-
At June 28, 2003, shareholders' equity had decreased $2.7 million to $98.7
million from $101.4 million at June 29, 2002. This decrease primarily reflected
the impact of the minimum pension liability adjustment recorded in 2002 offset
by currency translation adjustments and the income earned from June 29, 2002 to
June 28, 2003.
In September 2001, the Company's Board of Directors authorized a stock
repurchase plan providing for the repurchase of up to 500,000 shares of the
Company's outstanding common stock. During the three- and six-month periods
ended June 28, 2003, the Company repurchased 51,500 shares and 73,700 shares,
respectively, in the open market under this authorization at an aggregate cost
of $0.5 million and $0.7 million, respectively. During the three- and six-month
periods ended June 29, 2002, the Company repurchased 12,800 shares in the open
market under this authorization at an aggregate cost of $0.2 million. As of June
28, 2003, the Company has repurchased 151,900 shares under this authorization.
All treasury stock acquired by the Company has been cancelled and returned to
the status of authorized but unissued shares.
There have been no material changes to the annual maturities of debt
obligations nor to the future minimum non-cancelable operating lease payments as
disclosed in Management's Discussion and Analysis of Results of Operations and
Financial Condition and Notes 7 and 14, respectively, of Notes to Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 as filed with the Securities and Exchange Commission.
Restructuring and Other Charges
- -------------------------------
On September 26, 2001, the Company adopted several major plant
rationalization initiatives to improve the Company's profitability by
consolidating certain operations. These initiatives were completed during 2002
as production of Mustang skid loaders was transferred to the Company's skid
steer loader facility in Madison, South Dakota and the Company's manufacturing
facility in Lebanon, Pennsylvania was closed and the production of certain
products formerly manufactured at that facility was outsourced.
In implementing these actions, the Company expected that it would
ultimately incur total restructuring and other non-recurring charges of
approximately $5.5 to $6.5 million. The Company has incurred charges of $5.5
million since the adoption of the plant rationalization initiatives, including
$0.1 million and $0.3 million of charges recorded in the 2003 second quarter and
2003 six months, respectively. The 2003 charges were required to be expensed
when incurred.
For additional information on the plant rationalization initiatives, see
Note 7 of Notes to Condensed Consolidated Financial Statements.
Accounting Pronouncements
- -------------------------
Effective January 1, 2003, the Company adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. It applies to legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and/or the normal operation of a
long-lived asset. The adoption of SFAS No. 143 had no impact on the Company's
financial position, results of operations or cash flows.
-16-
In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51" ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements" to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. This interpretation applies immediately to variable
interest entities created after January 31, 2003, and applies in the first year
or interim period beginning after June 15, 2003 to variable interest entities in
which an enterprise holds a variable interest that it acquired before February
1, 2003. As of June 28, 2003, the Company is not a party to any variable
interest entities.
Critical Accounting Policies and Estimates
- ------------------------------------------
The preparation of the Company's condensed consolidated financial
statements requires the Company to make estimates and judgements that affect the
reported amounts of assets, liabilities, net sales and expenses. The Company
bases its estimates on historical experience and on various other assumptions
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgements about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions and
materially impact the carrying value of the assets and liabilities. The Company
believes the following accounting policies are critical to the Company's
business operations and the understanding of the Company's results of operations
and financial condition.
Allowance for Doubtful Accounts - The Company's accounts receivable are
reduced by an allowance for amounts that may be uncollectible in the future. The
Company estimates the uncollectibility of accounts receivable by specifically
analyzing accounts receivable where the Company has information indicating that
the customer may be unable to meet its financial obligation to the Company as
well as analyzing the age of unpaid amounts and historical write-off
percentages.
Inventories - Inventories are valued at the lower of cost or market. Cost
is determined using the last-in, first-out (LIFO) method for substantially all
of the Company's inventories. Adjustments to slow moving and obsolete inventory
to the lower of cost or market are determined based on historical experience and
the Company's best estimates of current product demand.
Product Warranty - In general, the Company provides warranty coverage on
equipment for a period of up to twelve months or for a specified period of use
after sale or rental by a dealer. The Company's reserve for warranty claims is
established based on the best estimate of the amounts necessary to settle future
and existing claims on products sold as of the balance sheet date.
Product Liability - The Company directly assumes all liability for costs
associated with claims up to specified limits in any policy year and as such,
records an estimated reserve for product liability. The Company's reserve for
product liability is based on the best estimate of the amounts necessary to
resolve future and existing claims.
Goodwill and Intangible Assets - Goodwill and intangible assets deemed to
have indefinite lives are tested for impairment at least annually. The Company
is subject to financial statement risk to the extent that goodwill becomes
impaired.
-17-
Outlook
- -------
In light of the still unsettled outlook for the U.S. economic recovery, the
Company now expects less improvement in the U.S. economy during the second half
of the year. As a result, and combined with the first half actual results, the
Company now expects its net sales to range between being flat to up
approximately 2% in 2003. If the Company's sales levels meet projected
forecasts, the Company expects to earn in the range of $.70 to $.85 per diluted
share in 2003.
Forward-Looking Statements
- --------------------------
Certain statements included in this filing 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 and projected sales and
earnings, and the plans and objectives of management for future operations, are
forward-looking statements. When used in this filing, words such as the Company
"believes," "anticipates," "expects", "estimates" or "projects" 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 this filing. Factors
that could cause such a variance include, but are not limited to, a further
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 or interest 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 filing are only made
as of the date of this filing, and the Company undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances. In addition, the Company's expectations for fiscal year 2003 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 other assumptions could have a material effect on the
Company's ability to achieve its expectations.
-18-
Item 3. Quantitative and Qualitative Disclosures about Market Risk
- ------------------------------------------------------------------
There are no material changes to the information provided in response to
this item as set forth in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 as filed with the Securities and Exchange Commission.
Item 4. Controls and Procedures
- -------------------------------
The Company's management, with the participation of the Company's principal
executive officer and principal financial officer, has evaluated the Company's
disclosure controls and procedures as of June 28, 2003. Based upon that
evaluation, the Company's principal executive officer and principal financial
officer have concluded that the Company's disclosure controls and procedures
were effective as of June 28, 2003. There was no change in the Company's
internal control over financial reporting that occurred during the three months
ended June 28, 2003, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
-19-
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
At the Company's 2003 annual meeting of shareholders held on April 25,
2003, John T. Byrnes, Richard J. Fotsch, and Dr. Hermann Viets were re-elected
as directors of the Company for terms expiring at the 2006 annual meeting of
shareholders. The following table sets forth certain information with respect to
the election of directors at the 2003 annual meeting:
Name of Nominee Shares Voted For Shares Withholding Authority
- --------------- ---------------- ----------------------------
John T. Byrnes 4,582,111 264,963
Richard J. Fotsch 4,582,035 265,039
Dr. Hermann Viets 4,581,335 265,739
The following table sets forth the other directors of the Company whose terms of
office continued after the 2003 annual meeting:
Name of Director Year in Which Term Expires
- ---------------- -------------------------
William D. Gehl 2004
John W. Splude 2004
Nicholas C. Babson 2005
Thomas J. Boldt 2005
Kurt Helletzgruber 2005
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
--------
Exhibit No. Document Description
----------- --------------------
31.1 Certification of the Chief Executive Officer pursuant
to section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant
to section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Periodic Financial Report by the Chief
Executive Officer and Chief Financial Officer pursuant
to section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
The Company furnished a Current Report on Form 8-K on April 24, 2003
reporting under Item 12 the Company's financial results for the three
months ended March 29, 2003.
-20-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GEHL COMPANY
Date: August 11, 2003 By: /s/ William D. Gehl
---------------------------------------
William D. Gehl
Chairman of the Board
and Chief Executive Officer
Date: August 11, 2003 By: /s/ Kenneth P. Hahn
---------------------------------------
Kenneth P. Hahn
Vice President of Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
-21-
GEHL COMPANY
INDEX TO EXHIBITS
Exhibit No. Document Description
- ----------- --------------------
31.1 Certification of the Chief Executive Officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Periodic Financial Report by the Chief
Executive Officer and Chief Financial Officer pursuant to
section 906 of the Sarbanes-Oxley Act of 2002.
-22-