Gehl Co - Annual Report of Employee Stock Plans (11-K)
24 Giugno 2008 - 11:28PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
FORM 11-K
|
(Mark One)
|X|
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year
ended December 31, 2007
OR
|_|
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
transition period from ______________________ to ______________________
Commission file number
333-107872
|
A. Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
Gehl Savings Plan
B. Name
of the issuer of the securities held pursuant to the plan and the address
of its principal executive office:
GEHL COMPANY
143 Water
Street
West Bend, Wisconsin 53095
Gehl Savings Plan
|
Financial Statements and Supplemental Schedule
|
December 31, 2007 and 2006
|
Gehl Savings Plan
Index
to Financial Statements
December 31, 2007 and 2006
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Page(s)
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements
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Statements of Net Assets Available for Benefits
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at December 31, 2007 and 2006
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2
|
Statements of Changes in Net Assets Available for
|
Benefits for the years ended December 31, 2007 and 2006
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3
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Notes to Financial Statements
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4-9
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Supplemental Schedule
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Schedule I: Schedule of Assets (Held at End of Year)
|
as of December 31, 2007
|
10
|
Note:
|
Other
schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974 have been omitted because they are not applicable.
|
Report of Independent
Registered Public Accounting Firm
Participants and Administrator
Gehl
Savings Plan
West Bend, Wisconsin
We have audited the accompanying
statements of net assets available for benefits of Gehl Savings Plan as of December 31,
2007 and 2006, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of the
Plans management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Plans internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plans internal control
over financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2007 and 2006 and the changes in its
net assets available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
additional supplemental schedule of assets (held at end of year) as of December 31, 2007
is presented for the purpose of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and this schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial statements taken
as a whole.
s Wipfli LLP
Milwaukee, Wisconsin
June 24, 2008
1
Gehl Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
|
2007
|
2006
|
Assets
|
|
|
|
|
|
|
|
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Cash
|
|
|
$
|
12,648
|
|
$
|
--
|
|
Investments
|
|
|
|
27,416,355
|
|
|
26,535,312
|
|
Receivables
|
|
|
Participants' contributions
|
|
|
|
--
|
|
|
12,206
|
|
Employer's contribution
|
|
|
|
--
|
|
|
213,916
|
|
Interest income
|
|
|
|
15,002
|
|
|
19,115
|
|
|
|
|
|
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Total receivables
|
|
|
|
15,002
|
|
|
245,237
|
|
|
|
|
|
|
Total Assets
|
|
|
|
27,444,005
|
|
|
26,780,549
|
|
|
|
|
|
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Liabilities
|
|
|
Due to broker
|
|
|
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12,286
|
|
|
2,726
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|
|
|
|
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Net assets available for benefits at fair value
|
|
|
|
27,431,719
|
|
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26,777,823
|
|
|
|
|
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Adjustment from fair value to contract value for fully
|
|
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benefit-responsive contract
|
|
|
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34,505
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|
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35,825
|
|
|
|
|
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Net assets available for benefits
|
|
|
$
|
27,466,224
|
|
$
|
26,813,648
|
|
|
|
|
|
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The accompanying notes
are an integral part of these financial statements.
2
Gehl Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December
31, 2007 and 2006
|
2007
|
2006
|
Additions
|
|
|
|
|
|
|
|
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Additions to assets attributed to
|
|
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Investment income
|
|
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Interest and dividends
|
|
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$
|
547,873
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|
$
|
423,329
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Net appreciation in fair value investments
|
|
|
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210,774
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|
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2,080,175
|
|
|
|
|
|
|
|
|
|
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758,647
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|
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2,503,504
|
|
|
|
|
|
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Contributions
|
|
|
Participant
|
|
|
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2,451,308
|
|
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2,461,601
|
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Employer
|
|
|
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730,869
|
|
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1,005,915
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Other
|
|
|
|
1,487
|
|
|
--
|
|
|
|
|
|
|
|
|
|
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3,183,664
|
|
|
3,467,516
|
|
|
|
|
|
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Total additions
|
|
|
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3,942,311
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|
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5,971,020
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|
|
|
|
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Deductions
|
|
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Deductions from net assets attributed to
|
|
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Benefits paid to participants
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|
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3,192,086
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4,664,872
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Administrative expenses
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|
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97,649
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|
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47,904
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|
|
|
|
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Total deductions
|
|
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3,289,735
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|
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4,712,776
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|
|
|
|
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Net increase
|
|
|
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652,576
|
|
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1,258,244
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Net assets available for benefits
|
|
|
Beginning of year
|
|
|
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26,813,648
|
|
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25,555,404
|
|
|
|
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End of year
|
|
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$
|
27,466,224
|
|
$
|
26,813,648
|
|
|
|
|
|
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The accompanying notes
are an integral part of these financial statements.
3
Gehl Savings Plan
Notes
to Financial Statements
December 31, 2007 and 2006
1.
|
Summary
of Significant Accounting Policies
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|
Basis
of presentation
The accounts of the Gehl Savings Plan (the Plan) are
maintained on the accrual basis of accounting.
|
|
The
financial statements are based on information provided to the Company and certified as
complete and accurate by its Custodian, Marshall & Ilsley Trust Company N.A. (the Custodian). Certain
adjustments have been made to the financial statements provided by the Custodian in order
for them to conform to the accrual basis of accounting.
|
|
Use
of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
|
|
Investment
valuation
In December 2005, the Financial Accounting Standards Board (FASB)
issued a Staff Position (FSP), Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment
Company Guide and Defined-Contribution Health and Welfare and Pension Plans. The FSP
amends the guidance in AICPA Statement of Position 94-4, Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension
Plans, with respect to the definition of fully benefit-responsive investment contracts
and the presentation and disclosure of fully benefit-responsive investment contracts in
plan financial statements. The FSP requires that investments in benefit-responsive
investment contracts be presented at fair value in the statement of net assets available
for benefits and that the amount representing the difference between fair value and the
contract value of these investments also be presented on the face of the statement of net
assets available for benefits. The Plan has adopted the financial statement presentation
and disclosure requirements effective December 31, 2006, and has restated the 2006
Statement of Net Assets Available for Benefits to present all investments at fair value,
resulting in a change from $26,571,137 to $26,535,312, with the adjustment to contract
value separately disclosed in the amount of $35,825. The effect of adopting the FSP had
no impact on the Plans net assets available for benefits or changes in the net
assets available for benefits, as such investments have historically been presented at
contract value.
|
|
Income
recognition
Interest income is recorded on the accrual basis. Dividend income is recorded
on the ex-dividend date.
|
|
The
Plan presents in the Statements of Changes in Net Assets Available for Benefits, the net
increase in fair value of the investments, which consists of realized gains and losses,
and the unrealized gains and losses on these investments.
|
|
Purchases
and sales of securities are recorded on the trade-date basis.
|
4
Gehl Savings Plan
Notes
to Financial Statements
December 31, 2007 and 2006
|
Risks
and uncertainties
The Plans investments are exposed to various risks, such as
interest rate, market, contract and credit risks. Due to the level of risk associated
with certain investments and the level of uncertainty related to changes in the values of
investments, it is at least reasonably possible that changes in risks in the near term
would materially affect participants account balances and the amounts reported in
the statements of net assets available for benefits and the statements of changes in net
assets available for benefits.
|
|
Expenses
of the Plan
Trustee fees and other administrative expenses of the Plan are paid by the
Plan unless voluntarily paid by Gehl Company (the Company or Employer),
the plan sponsor.
|
|
Benefits
paid to participants
Benefits are recorded when paid.
|
|
Recent
accounting pronoucements
In September 2006, the Financial Accounting Standards Board (FASB)
issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines
fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS
157 does not require any new fair value measurements. The adoption of SFAS 157 will not
have a material impact on the Plans financial statements, but will expand the
amount of disclosures in the Plans financial statements. SFAS 157 is effective for
fiscal years beginning after November 15, 2007.
|
2.
|
Description
of the Plan
|
|
The
following description of the Plan provides only general information. Participants should
refer to the plan document for a more complete description of the Plans provisions.
|
|
Participation
and administration
The Plan, a contributory defined contribution plan, was established in
1985 to supplement the retirement benefits of those employees participating in the Companys
Retirement Income Plan B. The Plan is available to all regular part-time and full-time
employees of the Company who meet the eligibility requirements of the Plan. However,
union employees are not eligible for any Employer contributions.
|
|
Administration
of the Plan is performed by the Pension Committee of the Company. Marshall & Ilsley
Trust Company N.A. serves as the Plans trustee.
|
|
Contributions
Company contributions to the Plan are equal to 50 percent of the nonunion participants basic
contributions. The Companys contribution plus the allocation of forfeitures shall
not exceed three percent of defined annual compensation. Company contributions are
allocated to the same investment options selected by the participant.
|
|
Each
participant has an account established for his/her appropriate share of Company
contributions, if applicable, and participant contributions to the Plan. A participants
basic contribution is made on a pre-tax basis and may be changed at the participants
discretion on a quarterly basis.
|
5
Gehl Savings Plan
Notes
to Financial Statements
December 31, 2007 and 2006
|
A
participant whose basic contribution is six percent of defined annual compensation may
make supplemental contributions of an additional one percent, or any whole multiple
thereof, up to a combined total of 25 percent of defined annual compensation, subject to
an annual limitation defined by the Internal Revenue Code. Supplemental contributions are
also made on a pre-tax basis.
|
|
The
Plan allows qualifying rollover distributions, as defined.
|
|
Investment
options
Each participant elects to invest his/her contribution in one or more of the
investment funds offered under the Plan. One of the investment funds included is the Gehl
Company Stock Fund. There are restrictions on transfers in or out of the Gehl Company
Stock Fund. Only new contributions, not a reallocation of an existing investment, can be
invested in the Gehl Company Stock Fund and all transfers out must be for the full amount
the participant has invested in the Fund at the time of transfer. Such elections may be
changed on a daily basis.
|
|
Vesting
Participants are fully vested in their contributions, rollover deposits and earnings
thereon at all times.
|
|
Participants
become vested in Company contributions over 5 years at the rate of 20 percent for each
completed year of vesting service. A participant becomes fully vested in the event the
Plan is terminated.
|
|
Withdrawals
during employment
Withdrawals during employment are limited to the amount required to
meet the need created by a financial hardship of the participant or for participants
reaching the age of 59½. These participants are eligible to withdraw all or a
portion of employee contributions, and the accumulated earnings thereon prior to December
31, 1988, upon written request to and approval by the Company. In addition, participants
who have reached the age of 59½ are allowed only two withdrawals during any twelve
month period.
|
|
Distributions
upon termination of employment
Participants are entitled to receive, in a lump sum or in
substantially equal installments over a period ranging from 5-10 years at the
participants discretion, the entire value of their vested account balance upon normal
retirement at age 65, upon early retirement under a Company-sponsored, qualified defined
benefit plan or upon disability or death. Participants who terminate for any other reason
are entitled to receive the vested portion of their account in a lump sum cash
distribution.
|
6
Gehl Savings Plan
Notes
to Financial Statements
December 31, 2007 and 2006
|
Forfeitures
The Plan provides that, upon termination of employment, a participants nonvested
funds are provisionally forfeited, and allocated with the Companys matching
contribution as soon as practicable following each calendar month. After a six-year break
in service, the forfeiture is final. However, if a participant resumes employment with
the Company prior to expiration of the six-year break in service, any conditionally
forfeited amount shall be reinstated from current forfeitures, if available, or a special
Company contribution. Plan forfeitures were $42,997 and $33,558 in 2007 and 2006,
respectively.
|
|
Participant
loans
Under the provisions of the Plan, participant loans are not allowed.
|
|
Termination
of the Plan
The Company anticipates and believes that the Plan will continue without
interruption but reserves the right, by action of the Board of Directors, to terminate
the Plan, in whole or in part. In the event of such termination, the accounts of all
affected participants thereby become fully vested and will be distributed in accordance
with the provisions of the Plan.
|
|
Investments,
except for the M&I Stable Principal Fund, are stated at fair value based on the
quoted asset values on the last business day of the plan year. The M&I Stable
Principal Fund (the Fund) is a fully benefit-responsive investment contract.
The Fund reported an average yield for the year of 4.58% and 4.47% for 2007 and 2006 and
a crediting interest rate of 4.66% and 4.99% at December 31, 2007 and 2006, respectively.
The Fund is subject to certain restrictions which may impact the Plans ability to
fully realize the Funds value under certain circumstances.
|
|
Certain
events limit the ability of the Plan to transact at contract value with the issuer. These
events include, but are not limited to, the following: (1) amendments to the Plan
documents, (2) bankruptcy of the Plan Sponsor or other Plan Sponsor events which cause a
significant withdrawal from the Plan or (3) the failure of the Plan to qualify for
exemption from federal income taxes or any required prohibited transaction exemption
under ERISA. The Plan does not believe that the occurrence of any event limiting the Plans
ability to transact at contract value with members is probable.
|
7
Gehl Savings Plan
Notes
to Financial Statements
December 31, 2007 and 2006
|
The
following presents investments that represent five percent or more of the Plans net
assets.
|
|
2007
|
2006
|
Aim Basic Balanced Fund Class A 201,693 shares
|
|
|
$
|
*
|
|
$
|
2,674,451
|
|
Vanguard Institutional Index Fund 26,217 and 37,136 shares,
|
|
|
respectively
|
|
|
|
3,516,787
|
|
|
4,812,445
|
|
Marshall MidCap Growth Fund 115,140 shares
|
|
|
|
*
|
|
|
1,768,557
|
|
M&I Stable Principal Fund 3,450,551 and 3,582,509 shares,
|
|
|
respectively
|
|
|
|
3,416,046
|
|
|
3,546,684
|
|
Fidelity Equity Income Fund 58,783 shares
|
|
|
|
*
|
|
|
1,856,354
|
|
Legg Mason Value Fund 33,992 and 58,810 shares, respectively
|
|
|
|
2,391,703
|
|
|
4,276,659
|
|
Templeton Funds Income Foreign Funds Class A 135,623 shares
|
|
|
|
*
|
|
|
1,849,903
|
|
Wells Fargo Advantage Small Cap Value Fund 54,065
|
|
|
|
1,590,596
|
|
|
*
|
|
DFA US Large Cap Value Portfolio 93,620 shares
|
|
|
|
2,171,979
|
|
|
*
|
|
DFA International Value Portfolio 113,474 shares
|
|
|
|
2,759,679
|
|
|
*
|
|
American Growth Fund of America 57,901 shares
|
|
|
|
1,968,635
|
|
|
*
|
|
Vanguard Target Retirement 2020 Fund 58,792 shares
|
|
|
|
1,379,858
|
|
|
*
|
|
American Funds - The Bond Fund of America 156,636 shares
|
|
|
|
2,045,667
|
|
|
*
|
|
|
*Investment
less than 5% as of December 31
|
|
During
2007 and 2006, the Plans investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in value as
follows:
|
|
2007
|
2006
|
Gehl Stock Fund
|
|
|
$
|
(542,830
|
)
|
$
|
59,462
|
|
Mutual Funds
|
|
|
|
753,604
|
|
|
2,020,713
|
|
|
|
|
|
|
|
|
|
$
|
210,774
|
|
$
|
2,080,175
|
|
|
|
|
|
|
4.
|
Tax
Status of the Plan
|
|
The
Internal Revenue Service has determined and informed the Company by a letter dated
March 25, 2002 that the Plan is designed in accordance with applicable sections of
the Internal Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of the IRC.
Therefore, no provision for income taxes has been included in the Plans financial
statements.
|
8
Gehl Savings Plan
Notes
to Financial Statements
December 31, 2007 and 2006
5.
|
Party-in-Interest
Transactions
|
|
Transactions
involving the Gehl Stock Fund and the funds administered by Marshall & Ilsley Trust
Company N.A., trustee of the Plan, are considered party-in-interest transactions. These
transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of
the ERISA regulations. Fees paid to Marshall & Ilsley Trust Company N.A. related to
the Plan during 2007 and 2006 are $35,407 and $40,672, respectively.
|
9
Gehl Savings Plan
Schedule of Assets (Held at End of Year)
|
EIN # 39-0300430 Plan # 004
|
|
|
As of December 31, 2007
|
Schedule I
|
|
Equity Instruments
|
Cost
|
Current Value
|
*
|
Gehl Company Stock Fund: 46,260 shares
|
**
|
$742,010
|
|
Perimeter Small Cap Growth Fund: 82,565 shares
|
**
|
951,978
|
|
Oppenheimer Main Street Small Cap Fund: 19,502 shares
|
**
|
402,515
|
|
Well Fargo Advantage Small Cap Value Fund: 54,065 shares
|
**
|
1,590,596
|
|
DFA US Large Cap Value Portfolio: 93,620 shares
|
**
|
2,171,979
|
|
Legg Mason Value Fund: 33,992 shares
|
**
|
2,391,703
|
|
Vanguard Institutional Index Fund: 26,217 shares
|
**
|
3,516,787
|
|
DFA International Value Portfolio: 113,474 shares
|
**
|
2,759,679
|
|
Lazard Emerging Markets Portfolio: 47,987 shares
|
**
|
1,159,844
|
|
American Growth Fund of America: 57,901 shares
|
**
|
1,968,635
|
|
Pimco Commodity Real Return Strategy Fund: 47,990 shares
|
**
|
773,126
|
|
Vanguard Target Retirement 2010 Fund: 50,788 shares
|
**
|
1,171,161
|
|
Vanguard Target Retirement 2020 Fund: 58,792 shares
|
**
|
1,379,858
|
|
Vanguard Target Retirement 2040 Fund: 16,284 shares
|
**
|
387,062
|
|
Vanguard Target Retirement 2030 Fund: 24,278 shares
|
**
|
579,262
|
*
|
Marshall Prime Money Market: 8,446 shares
|
**
|
8,446
|
|
|
|
|
|
|
|
21,954,641
|
|
Fixed Income Instruments
|
|
American Funds - The Bond Fund of America: 156,636 shares
|
**
|
2,045,668
|
*
|
M&I Stable Principal Fund: 3,450,551 shares
|
**
|
3,416,046
|
|
|
|
|
|
|
|
5,461,714
|
|
|
Cash
|
|
12,648
|
|
|
|
|
|
|
|
$27,429,003
|
|
|
|
|
*
|
Denotes
party-in-interest.
|
**
|
Cost
information not required for participant-directed investments.
|
See Report of
Independent Registered Public Accounting Firm
10
SIGNATURES
The
Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee
of the Gehl Savings Plan has duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized, in the City of Milwaukee and the State of
Wisconsin, this 24th day of June, 2008.
|
GEHL SAVINGS PLAN
|
|
By: Marshall & Ilsley Trust Company, Trustee
|
|
/s/ William P. Grow
|
|
Typed Name:
William P. Grow
|
|
Title:
Vice President
|
11
EXHIBIT INDEX
GEHL
SAVINGS PLAN
FORM 11-K
Exhibit No.
|
Exhibit
|
(23)
|
Consent of Wipfli LLP
|
Grafico Azioni Gehl (NASDAQ:GEHL)
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Grafico Azioni Gehl (NASDAQ:GEHL)
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