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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE YEAR ENDED DECEMBER 31, 2021
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number 0-21220
ALAMO GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware |
74-1621248 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification Number) |
1627
East Walnut, Seguin, Texas 78155
(Address of principal executive offices, including zip
code)
830-379-1480
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange |
Common Stock, par value
$.10 per share
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ALG |
on which registered |
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New York Stock Exchange |
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No
☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ☐ No ☒
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 requirement
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐
Indicate by check mark whether registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and an "emerging growth company" in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer |
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Accelerated
filer |
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Non-accelerated filer |
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Smaller reporting
company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
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The aggregate market value of the voting stock (which consists
solely of shares of common stock) held by non-affiliates of the
registrant as of June 30, 2021 (based upon the last reported
sale price of $152.68 per share) was approximately $1,511,728,346
on such date.
The number of shares of the registrant’s common stock, par value
$.10 per share, outstanding as of February 18, 2022 was
11,934,602 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement relating to the 2022
Annual Meeting of Stockholders have been incorporated by reference
herein in response to Part III.
ALAMO GROUP INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS
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PART I |
Page |
Item 1. |
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Item 1A. |
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Item 1B. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II |
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Item 5. |
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Item 6. |
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Item 7. |
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Item 7A. |
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Item 8. |
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Item 9. |
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Item 9A. |
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Item 9B. |
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Item 9C. |
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PART III |
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Item 10. |
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Item 11. |
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Item 12. |
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Item 13. |
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Item 14. |
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PART IV |
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Item 15. |
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Index to Consolidated Financial Statements |
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Item 16. |
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PART I
Item 1. Business
Unless the context otherwise requires, the terms “the
Company,” “we,” “our” and “us” refer to Alamo Group Inc. and
its subsidiaries on a consolidated basis.
General
The Company is a leader in the design, manufacture and servicing of
high quality vegetation management and infrastructure maintenance
equipment for governmental, industrial and agricultural use. The
Company’s products include tractor mounted and self-propelled
mowers, zero-turn mowers, agricultural implements, tree and branch
chippers, forestry/wood recycling equipment, street and parking lot
sweepers, leaf and debris collection equipment, pothole patchers,
vacuum trucks, hydro-excavation equipment, telescopic boom
excavators, and snow removal equipment.
The Company emphasizes high quality, cost-effective products for
its customers and strives to develop and market innovative products
while constantly monitoring and seeking to contain its
manufacturing and overhead costs. The Company has a long-standing
strategy of supplementing its internal growth through acquisitions
of businesses or product lines that currently complement, command,
or have the potential to achieve a meaningful share of their niche
markets.
The Company has approximately 4,200 employees and operates a total
of 29 plants in North America, South America, Europe, and
Australia. The Company sells its products primarily through a
network of independent dealers and distributors to governmental
end-users, related independent contractors, as well as to the
agricultural and commercial turf markets. The primary markets for
our products are North America, South America, Europe and
Australia.
The predecessor corporation to Alamo Group Inc. was incorporated in
the State of Texas in 1969, as a successor to a business that began
selling mowing equipment in 1955, and Alamo Group Inc. was
reincorporated in the State of Delaware in 1987.
History
Since its founding in 1969, the Company has focused on satisfying
customer needs through geographic market expansion, product
development and refinement, and selected acquisitions. The
Company’s first products were based on rotary cutting technology.
Through acquisitions, the Company added flail cutting technology in
1983 and sickle-bar cutting technology in 1984. The Company added
to its presence in the industrial and governmental vegetation
markets with the acquisition of Tiger Corporation
(“Tiger”)
in late 1994.
The Company entered the agricultural mowing markets in 1986 with
the acquisition of Rhino Products Inc.
(“Rhino”),
a leading manufacturer in this field. With this acquisition, the
Company embarked on a strategy to increase the
Rhino
dealer distribution network during a period of industry
contraction. The addition of M&W Gear Company
(“M&W”)
in early 1995 allowed the Company to enter into the manufacturing
and distribution of tillage equipment, which complements the
Rhino
distribution network.
M&W
is part of the vegetation management marketing group.
In 1991, the Company began its international expansion with the
acquisition of McConnel Ltd.
(“McConnel”),
a United Kingdom (“U.K.”) manufacturer of vegetation maintenance
equipment, principally hydraulic boom-mounted hedge and grass
cutters and related parts. Bomford-Turner Ltd.
(“Bomford”),
also a U.K. company, was acquired in 1993.
Bomford
is a manufacturer of heavy-duty, tractor-mounted grass and hedge
mowing equipment.
McConnel
and
Bomford
sell their products to dealers and distributors through their
respective sales forces.
In 1994, the Company acquired Signalisation Moderne Autoroutiere
S.A.
(“SMA”)
located in Orleans, France.
SMA
manufactures and sells principally a line of heavy-duty,
tractor-mounted grass and hedge mowing-equipment and associated
replacement parts primarily to departments of the French
government. This acquisition, along with the acquisitions of Forges
Gorce ("Forges
Gorce"),
a flail blade manufacturer in France, in 1996 and Rousseau Holdings
S.A. (“Rousseau”),
a leading French manufacturer of hedge and verge mowers, in 2004,
when combined with
McConnel
and
Bomford,
has made the Company one of the largest manufacturers in the
European market for the kind of vegetation management equipment
sold by the Company.
In 1995, the Company expanded its business in the agricultural
market with the acquisition of Herschel Corporation
(“Herschel”),
a manufacturer and distributor of aftermarket farm equipment
replacement and wear parts.
In 2000, the Company acquired Schwarze Industries,
Inc.
(“Schwarze”).
Schwarze
is a manufacturer of a broad range of street sweeping equipment
which is sold to governmental agencies and contractors. The Company
believes the
Schwarze
sweeper products fit the Company’s strategy of identifying product
offerings with brand recognition in the industrial markets the
Company serves. In 2004, the Company purchased the pothole patcher
product line from Wildcat Manufacturing, Inc. The product line was
merged into the
Schwarze
operation and is complementary to its current product
offerings.
In 2000, the Company purchased the product line and associated
assets of Twose of Tiverton Ltd.
(“Twose”)
a small regional manufacturer of power arm flail mowers and parts,
as well as harrows and rollers, in the U.K. Twose consolidated its
operations into the existing facilities at
McConnel
and
Bomford
and its brand name has been merged into the
McConnel
product line.
In 2000, the Company acquired Schulte Industries Ltd. and its
related entities
(“Schulte”).
Schulte
is a Canadian manufacturer of mechanical rotary mowers, snow
blowers, and rock removal equipment.
Schulte
strengthened the Company’s Canadian presence in both marketing and
manufacturing. It also expanded the Company’s range of large,
heavy-duty rotary mowers.
In 2002, the Company purchased inventory, fixed assets and certain
other assets of Valu-Bilt Tractor Parts
(“Valu-Bilt”),
a subsidiary of Quality Stores, Inc., located in Des Moines,
Iowa.
Valu-Bilt
is a distributor of new, used and rebuilt tractor parts and other
agricultural spare and wear parts sold directly to customers
through its catalog and the internet and on a wholesale basis to
dealers. Subsequent to the purchase, the operations of
Valu-Bilt
in Des Moines, Iowa, were consolidated into the Company’s
Herschel
facility in Indianola, Iowa.
In 2005, the Company, through its European subsidiary Alamo Group
(EUR) Ltd., acquired 100% of the issued and outstanding stock of
Spearhead Machinery Limited
(“Spearhead”)
and subsequently merged its manufacturing operations into
Bomford’s
facility.
Spearhead
manufactures a range of tractor-mounted vegetation maintenance
equipment, including reach mowers, flail mowers and rotary cutters.
This acquisition extended our product lines and market coverage in
Europe.
In 2006, the Company purchased substantially all of the assets of
the Gradall excavator business
(“Gradall”)
of JLG Industries, Inc., including their manufacturing plant in New
Philadelphia, Ohio.
Gradall
is a leading manufacturer of both wheeled and crawler telescopic
excavators in North America. This acquisition enhanced our
Industrial Equipment Division product offering sold to governmental
buyers and related contractors for maintenance along
right-of-ways.
In 2006, the Company purchased the vacuum truck and sweeper lines
of Clean Earth Environmental Group, LLC and Clean Earth Kentucky,
LLC (collectively referred to as
“VacAll”).
This included the product lines, inventory and certain other assets
that relate to this business. The production of the vacuum truck
and sweeper lines were moved to the
Gradall
facility in New Philadelphia, Ohio.
In 2006, the Company acquired 100% of the ownership interests in
Nite-Hawk Sweepers LLC
(“Nite-Hawk”),
a manufacturer of truck mounted sweeping equipment primarily for
the contract sweeping market, which expanded our presence in that
market and complements our
Schwarze
sweeper line.
In 2007, the Company purchased Henke Manufacturing
Corporation
(“Henke”),
a manufacturer of specialty snow removal attachments.
Henke’s
products are mounted on both heavy industrial equipment and medium
to heavy-duty trucks. The primary end-users are governmental
agencies, related contractors and other industrial
users.
In 2008, the Company acquired Rivard Developpement S.A.S.
(“Rivard”),
a leading French manufacturer of vacuum trucks, high pressure
cleaning systems and trenchers. The acquisition broadened the
Company’s product offering to our customers in Europe and other
markets we serve.
In 2009, the Company acquired substantially all the assets of Bush
Hog, LLC
(“Bush Hog”),
a leading manufacturer of rotary cutters, finishing mowers, zero
turn radius mowers, front-end loaders, backhoes, landscape
equipment and a variety of other implements. This acquisition,
combined with the Company’s existing range of rotary mowers,
created one of the largest manufacturers of rotary mowers in the
world.
In 2011, the Company acquired substantially all of the assets and
assumed certain specified liabilities of Tenco Group, Inc.
("Tenco")
and its subsidiaries.
Tenco
is a Canadian-based manufacturer of snow removal equipment
including snow blades, blowers, dump bodies, spreaders and
associated parts and service.
Tenco
has operations in Quebec as well as New York and Vermont. The
equipment is sold primarily through dealers to governmental
end-users as well as snow removal contractors.
In 2013, the Company acquired substantially all of the assets and
assumed certain specified liabilities of Superior Equipment
Australia PTY LTD ("Superior").
Superior
is a small Australian-based manufacturer of agricultural mowing
equipment and other attachments, parts, and services. The equipment
is sold through dealers primarily to agricultural end-users with
some sold to governmental entities in Australia. The
Superior
operations have been consolidated with the Company's
Fieldquip
location.
In 2014, the Company acquired Kellands Agricultural Ltd. and its
subsidiary Multidrive Tractors Ltd. ("Kellands").
Kellands
is a U.K.-based manufacturer of self-propelled sprayers and a range
of multi-purpose load-carrying tractor vehicles. This acquisition
enhanced our manufacture and distribution of our agricultural
machinery in Europe and allowed the Company to enter into the
self-propelled sprayer market. The
Kellands
operations were consolidated into the Company's Salford
Priors
facility and its products are sold under the
McConnel
brand name.
In 2014, the Company acquired Fieldquip Australia PTY LTD
("Fieldquip"),
a manufacturer of rotary cutters as well as a distributor of
various lifestyle products. This acquisition allowed the Company to
broaden its presence in both the manufacturing and distribution of
vegetation management machinery in Australia.
In 2014, the Company acquired all of the operating units of
Specialized Industries LP. The purchase included the
businesses of Super Products LLC ("Super
Products"),
Wausau-Everest LP ("Wausau"
& "Everest")
and Howard P. Fairfield LLC ("H.P.
Fairfield")
as well as several related entities ("Specialized"),
including all brand names and related product names and trademarks.
The primary reason for the
Specialized
acquisition was to broaden the Company's existing equipment lines.
This acquisition increased our product offering and enhanced our
market position both in vacuum trucks and snow removal equipment
primarily in North America.
In 2015, the Company acquired Herder Implementos e Maquinas
Agricolas Ltda. ("Herder").
Herder
is a manufacturer of flail mowers which are sold direct and through
dealers to a wide variety of agricultural markets as well as the
roadside maintenance market. This acquisition allowed the Company
to establish a presence in Brazil, one of the largest agricultural
markets in the world. The
Herder
manufacturing operations have been consolidated into our
Santa Izabel
facility.
In 2017, the Company acquired 100% of the outstanding shares of
Santa Izabel Agro Industria Ltda. ("Santa
Izabel").
Santa Izabel
designs, manufactures and markets a variety of agricultural
implements and sugar cane trailers sold throughout Brazil. This
acquisition, along with our existing
Herder
operation in Brazil, augmented our product portfolio and improved
our manufacturing capabilities in one of the world's largest
agricultural markets.
In 2017, the Company acquired substantially all of the assets and
assumed certain specified liabilities of Old Dominion Brush
Company, Inc. ("ODB").
ODB
manufactures leaf collection equipment as well as replacement
brooms for street sweepers, both of which are sold to
municipalities, contractors and commercial landscape markets in
North America.
ODB
is based in Richmond, Virginia. This acquisition provided new and
complementary products to our existing range of infrastructure
maintenance equipment and parts.
In 2017, the Company acquired R.P.M. Tech Inc.
("RPM"),
a manufacturer of heavy duty snow removal equipment and associated
parts.
RPM
primarily sells to governmental agencies, related contractors,
airports and other industrial users. This acquisition complemented
our existing range of snow removal products with
RPM's
range of heavy duty snow removal equipment, including their line of
mechanical snow blowers. In 2020,
RPM's
operations were consolidated into the Company's nearby
Tenco
facility and the former
RPM
facility in Drummondville was sold.
In 2019, the Company acquired 100% of the outstanding capital
shares of Dutch Power B.V.
("Dutch Power")
in the Netherlands.
Dutch Power
designs and manufactures a variety of landscape and vegetation
management machines and attachments. This acquisition expanded our
existing platform and increased our capabilities in the European
market.
Dutch Power
changed its legal name to
Alamo Group The Netherlands
in 2021.
In 2019, the Company acquired substantially all of the assets of
the Dixie Chopper
("Dixie Chopper")
business.
Dixie Chopper
manufactures a wide range of commercial and high end residential
Zero Turn ("ZT") mowers. This acquisition provided a new channel
and increased the Company's exposure in the outdoor power equipment
market.
Dixie Chopper
was relocated into the Company's
RhinoAg
facility in Gibson City, Illinois.
In 2019, the Company acquired 100% of the outstanding capital
shares of Morbark, LLC ("Morbark")
which included its subsidiaries Rayco Manufacturing LLC
("Rayco")
and Denis Cimaf Inc. ("Denis
Cimaf").
Morbark
is a leading manufacturer of equipment and aftermarket parts for
forestry, tree care, biomass, land management and recycling
markets. This acquisition expanded the Company's product line and
complemented its range of vegetation maintenance equipment in an
adjacent market.
Morbark
is based in Winn, Michigan with subsidiary locations in Wooster,
Ohio and Roxton Falls, Quebec. At the end of 2020, the Denis Cimaf
manufacturing operations based in Roxton Falls were consolidated
into the Rayco facility in Wooster, Ohio.
In 2021, the Company acquired 100% of the outstanding capital
shares of Timberwolf Limited ("Timberwolf")
in the U.K.
Timberwolf
is a leading manufacturer of a broad range of commercial wood
chippers primarily serving markets in the U.K. and the European
Union. This acquisition complements the Company's existing range of
tree care products and strengthens the Company's presence in the
U.K. and European forestry and tree care markets.
Impact of COVID-19
In March 2020, the World Health Organization declared the novel
coronavirus ("COVID-19" or "the pandemic") outbreak a global
pandemic. COVID-19 has had a material negative impact on public
health and the global economy. While direct impacts from the
transmission of the disease have caused significant disruptions to
our business, these impacts appear to be moderating at the present
time. However, the indirect effects of the pandemic, including,
among other things, supply chain disruptions, input cost inflation,
labor shortages and logistics challenges, all of which materially
impacted our business and financial results in 2021, continue to
adversely impact our business and we expect these will continue to
impact us at least through the first half of 2022.
The longer term impacts of COVID-19 on our business remain
uncertain and will depend on certain future developments, including
the duration of the pandemic; any adverse impact due to variants of
the virus; its impact on market demand for our products; its impact
on our employees, customers, and suppliers; the range of government
mandated restrictions and other measures; and the success of the
deployment of approved COVID-19 vaccines and therapeutic drugs and
their effectiveness and rate of adoption. Additional information
regarding the impact of COVID-19 on our business can be found under
Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of this Annual Report on Form
10-K, and risks related to COVID-19 can be found under Part I, Item
1A, "Risk Factors," of this Annual Report on Form
10-K.
Sales and Marketing Strategy
The Company believes that within the U.S. it is a leading supplier
to governmental markets, a leading supplier in the U.S.
agricultural market, and one of the largest suppliers in the
European market for its key niche product offerings. The Company’s
products are sold through the Company’s various marketing
organizations and extensive worldwide dealer and distributor
networks under the
Gradall®,
VacAll®,
Super Products®,
Rivard®,
Alamo Industrial®,
Terrain King®,
Tiger®,
Herder®,
Conver®,
Roberine®,
Votex®,
Schwarze®,
NiteHawk®,
ODB™,
Henke®,
Tenco®,
Wausau®,
Everest®,
H.P. Fairfield™,
R.P.M. Tech™,
Morbark®,
Rayco®,Denis
Cimaf®,
Boxer®,
Bush Hog®,
Rhino®,
RhinoAg®,
M&W®,
Dixie Chopper®,
Herschel®,
Schulte®,
Fieldquip®,
Santa Izabel™,
McConnel®,
Bomford®,
Spearhead™,
Twose™,
SMA®,
Forges Gorce™,
Rousseau®
, Timberwolf®
, and Wolftrack®
trademarks (some with related designs) as well as other trademarks
and trade names.
Products and Distribution Channels
At the beginning of the fourth quarter of 2021, the Company began
reporting operating results on the basis of two new segments,
namely, the Vegetation Management Division and the Industrial
Equipment Division. Prior to the fourth quarter of 2021, the
Company had been reporting its operating results on the basis of
two segments which were the Industrial Division and Agricultural
Division. The Vegetation Management Division includes all of the
operations of the former Agricultural Division plus the mowing and
forestry/tree care operations that were previously part of the
former Industrial Division, including the Company's recently
acquired
Morbark
and
Dutch Power
business units. The Industrial Equipment Division includes the
Company’s vocational truck business and other industrial operations
such as excavators, vacuum trucks, street sweepers, and snow
removal equipment. We believe the realignment of our two divisions
provides greater potential to capture synergies in cross-branding,
distribution, product development, supply chain management and
logistics. The two divisions are also more balanced in scale and
scope giving the Company two strong platforms for ongoing
development through a mix of organic growth and
acquisitions.
Vegetation Management Division
Bush Hog and
Rhino
equipment is generally sold to farmers, ranchers and other
end-users to clear brush, mow grass, maintain pastures and unused
farmland, shred crops, till fields, and for haymaking and other
applications.
Bush Hog
and
Rhino
equipment consists principally of a comprehensive line of
tractor-powered equipment, including rotary mowers, finishing
mowers, flail mowers, disc mowers, front-end loaders, backhoes,
rotary tillers, posthole diggers, scraper blades and replacement
parts. The equipment also includes a range of self-propelled zero
turn radius mowers.
Dixie Chopper
produces a wide range of commercial and high end residential zero
turn ("ZT") mowers. It sells its products through its independent
dealers in the outdoor power equipment channel throughout the
U.S.
Schulte
equipment includes heavy-duty mechanical rotary mowers, snow
blowers, rock removal equipment and related replacement
parts.
Schulte
serves both the agricultural and governmental markets primarily in
Canada and the U.S. It also sells some of the Company’s other
product lines in its markets and some of its products through
independent distributors throughout the world.
McConnel
equipment principally includes a broad line of hydraulic,
boom-mounted hedge and grass cutters, remote control mowers as well
as other tractor attachments and implements such as cultivators,
subsoilers and other implements and related replacement
parts.
McConnel
equipment is sold primarily in the U.K., Ireland and France and in
other parts of Europe and, to a lesser extent, throughout the
world, through independent dealers and distributors. McConnel also
sells a range of self-propelled sprayers and a variety of
multi-drive load-carrying vehicles. These products are sold through
its existing dealer network as well as various marketing groups
within the European region of the Vegetation Management
Division.
Bomford
equipment includes hydraulic boom-mounted hedge and hedgerow
cutters, industrial grass mowers, agricultural seedbed preparation
cultivators and related replacement parts.
Bomford
equipment is sold to governmental agencies, contractors and
agricultural end-users in the U.K., Ireland and France and, to a
lesser extent, other countries in Europe, North America, Australia
and Asia.
Bomford’s
sales network is similar to that of
McConnel
in the U.K.
Spearhead
manufactures a range of tractor-mounted vegetation maintenance
equipment, including reach mowers, flail mowers and rotary cutters.
These products are manufactured in the Company's Salford Priors
facility.
Fieldquip
broadens the Company's presence in Australia. The company sells a
variety of vegetation maintenance equipment, specifically rotary
mowers and tractor attachments.
Fieldquip
sells to customers ranging from large agricultural and commercial
operators to small farm hobbyist and residential users, as well as
agricultural dealers who serve owners and operators in the turf,
golf, park and airport industries and growers with orchards,
vineyards and plantations in Australia and the South
Pacific.
Rousseau
sells hydraulic and mechanical boom mowers, primarily in France,
through its own sales force and dealer distribution network mainly
to agricultural and governmental markets. These products have also
been introduced into other markets outside of France. These
products are manufactured at our facility near Lyon,
France.
SMA
equipment includes hydraulic boom-mounted hedge and hedgerow
cutters and related replacement parts.
SMA’s
principal customers are French local authorities.
SMA’s
product offerings include certain quick-attach boom mowers
manufactured by the Company in the U.K. to expand its presence in
agricultural dealerships. The Company consolidated its
SMA
operations located in Orleans, France, and production was relocated
to its manufacturing facility near Lyon, France.
Forges Gorce
manufactures cutting blades which are sold to some of the Company’s
subsidiaries as well as to other third party customers and
distributors.
Morbark
manufactures a broad range of tree chippers, stump grinders,
mulchers, brush cutters, flails and debarkers sold under the
Morbark,
Rayco,
Denis Cimaf
and
Boxer
brand names. Its products are sold to industrial and commercial
contractors mainly through a network of independent dealers and
distributors and, to a lesser extent, direct sales to
end-users.
Timberwolf
produces a variety of commercial tree care and forestry equipment
and attachments under several brand names including
Timberwolf and Wolftrack.
Timberwolf sells its products primarily to commercial customers
through a comprehensive network of dealers.
Alamo Industrial
equipment is principally sold through independent dealers to
governmental end-users, related independent contractors and, to a
lesser extent, utility and other dealers serving infrastructure
maintenance operators and other applications in the U.S. and other
countries. Governmental agencies and contractors that perform
services for such agencies purchase primarily
hydraulically-powered, tractor - and off-road chassis mounted
mowers, including boom-mounted mowers, other types of cutters and
replacement parts for heavy-duty, intensive use applications,
including maintenance around highway, airport, recreational and
other public areas. A portion of
Alamo Industrial’s
sales includes tractors, which are not manufactured by
Alamo Industrial.
Tiger
equipment includes heavy duty, tractor- and truck-mounted mowing
and vegetation maintenance equipment and replacement parts.
Tiger
sells to state, county and local governmental entities and related
contractors, primarily through a network of independent
dealers.
Tiger’s
dealer distribution network is independent of
Alamo Industrial’s
dealer distribution network. A portion of
Tiger’s
sales includes tractors, which are not manufactured by
Tiger.
Alamo Group The Netherlands
produces a variety of landscape and vegetation maintenance
equipment and attachments under several brand names
including
Herder,
Conver,
Roberine,
and
Votex.
Alamo Group The Netherlands
primarily sells to contractors who perform infrastructure
maintenance for governmental agencies and private
landowners.
Herder
and
Santa Izabel
give the Company a presence in the Brazilian agricultural
market.
Herder
manufactures and distributes flail and rotary mowers and various
other agricultural equipment, direct and through dealers. Its
products are used in a wide variety of agricultural and
governmental markets.
Santa Izabel
designs, manufactures and markets a variety of agricultural
implements, including sugar cane trailers sold throughout
Brazil.
Herschel
aftermarket replacement parts are sold for many types of farm
equipment and tractors and certain types of mowing and construction
equipment.
Herschel
products include a wide range of cutting parts, plain and
hard-faced replacement tillage tools, disc blades and fertilizer
application components.
Herschel
replacement tools and parts are sold throughout the United States,
Canada and Mexico to five major customer groups: farm equipment
dealers; fleet stores; wholesale distributors; OEMs; and
construction equipment dealers.
Valu-Bilt
complements the
Herschel
product lines while also expanding the Company’s offering of
aftermarket agricultural parts and added catalog and internet sales
direct to end-users.
Industrial Equipment Division
Gradall
produces a range of excavators based on high-pressure hydraulic
telescoping booms which are primarily sold through dealers
primarily to governmental agencies and related contractors, and to
a lesser extent the mining industry, steel mills and other
specialty applications in the U.S. and other countries. Many of
these products are designed for excavation, grading, shaping and
similar tasks involved in land clearing, road building or
maintenance. These products are available mounted on various types
of undercarriages: wheels for full-speed highway travel, wheels for
on/off road use, and crawlers. A portion of
Gradall’s
sales includes truck chassis which are not manufactured by
Gradall.
VacAll
produces catch basin cleaners and roadway debris vacuum systems.
These units are powerful and versatile with uses including, but not
limited to, removal of wet and dry debris, spill elimination, and
cleaning of sludge beds.
VacAll
also offers a line of sewer cleaners. Its products are primarily
sold through dealers to industrial and commercial contractors as
well as governmental agencies. A portion of
VacAll’s
sales includes truck chassis which are not manufactured by the
Company.
Super Products
produces truck-mounted vacuum machines, combination sewer cleaners
and hydro excavators. Its products are sold to municipalities,
utilities and contractors through a nationwide distributor
network.
Super Products
also operates a network of rental stores that provides short and
long-term rental contracts for its products. Rental customers are
primarily contractors serving the petrochemical, petroleum
production and refining industries. A portion of the sales
of
Super Products
includes truck chassis which are not manufactured by the
Company.
Rivard
manufactures vacuum trucks, high pressure cleaning systems and
trenchers.
Rivard’s
equipment is sold primarily in France and certain other markets,
mainly in Europe, the Middle East and North Africa, and to
governmental entities and related contractors. This business also
complements our product offerings in North America. The majority
of
Rivard's
customers provide their own truck chassis.
Tenco
and
RPM
both design and manufacture a heavy-duty line of snow removal
equipment, including truck-mounted snow plows, snow blowers, dump
bodies and spreaders. Their products are primarily sold through
independent dealers. End-users are governmental agencies,
contractors, airports and other industrial users.
Wausau
designs and manufactures a comprehensive range of snow removal and
ice control products. Products include snowplows, snow blowers,
snow throwers, brooms, deicers, brine sprayers and other related
accessories and parts.
Wausau
sells its products through its established dealer network to both
governmental and non-governmental end-users and sells directly to
airports and fixed-base operators.
Everest
designs and manufactures a range of snow removal and ice control
products including snowplows, wing systems, spreader bodies, and
other related accessories and parts.
Everest
also manufactures custom-engineered underground construction forms
for tunnels.
Henke
designs and manufactures snow plows and heavy duty snow removal
equipment, hitches and attachments for trucks, loaders and graders
sold primarily through independent truck and industrial equipment
dealers.
Henke’s
primary end-users are governmental agencies, related contractors
and other industrial users.
H.P. Fairfield
is a full-service distributor of public works and runway
maintenance products, parts and service, whose sales and service
outlets are located in the northeastern part of the U.S.
H.P. Fairfield’s
offerings include custom municipal snow and ice removal equipment,
a range of salt spreaders and truck bodies, street sweepers, a line
of industrial rotary, flail and boom mowers, solid waste and
recycling equipment, water and sewer maintenance equipment,
municipal tractors and attachments, and asphalt maintenance
patchers, some of which are sourced from other Alamo Group
companies.
H.P. Fairfield
also provides truck up-fitting services as part of its
business.
Schwarze
equipment includes truck-mounted air vacuum, mechanical broom, and
regenerative air sweepers, pothole patchers and replacement
parts.
Schwarze
sells its products primarily to governmental agencies and
independent contractors, either directly or through its independent
dealer network. A portion of
Schwarze’s
sales includes truck chassis which are not manufactured by
Schwarze.
ODB
manufactures and sells leaf collection equipment and replacement
brooms for street sweepers, both of which are sold to
municipalities, contractors and commercial landscape markets in
North America.
Nite-Hawk
manufactures parking lot sweepers with unique and innovative
hydraulic designs. By eliminating the auxiliary engine,
Nite-Hawk
sweepers have proven to be fuel-efficient, environmentally
conscious, and cost-effective to operate.
Nite-Hawk
focuses mainly on and sells direct to parking lot contractors. A
portion of
Nite-Hawk’s
sales includes truck chassis which are not manufactured by
Nite-Hawk.
Replacement Parts
The Company derives a significant portion of its revenues from
sales of replacement parts for each of its wholegoods lines.
Replacement parts represented approximately 20%, 21% and 19% of the
Company’s total sales for the years ended December 31, 2021,
2020 and 2019, respectively. Replacement parts generally are more
profitable and less cyclical than wholegoods.
Product Development
The Company’s ability to provide innovative responses to customer
needs, to develop and manufacture new products, and to enhance
existing product lines is important to its success. The Company
continually conducts research and development activities in an
effort to improve existing products and develop new products. As of
December 31, 2021, the Company employed 268 people in its
various engineering departments, 164 of whom are degreed engineers
and the balance of whom are support staff. Amounts expended on
research and development activities were approximately
$11.7 million in 2021, $12.4 million in 2020 and
$12.0 million in 2019. As a percentage of sales, research
& development was approximately 0.9% in 2021, 1.1% in 2020 and
1.1% in 2019, and is expected to continue at similar levels in
2022.
Seasonality
The Company’s unit sales are fairly constant quarter to quarter.
However, replacement part sales are generally higher in the second
and third quarters of the year, because a substantial number of the
Company’s products are used for maintenance activities such as
vegetation maintenance, highway right-of-way maintenance,
construction, and street and parking lot sweeping. Usage of this
equipment is typically lower in harsh weather. The Company utilizes
an annual twelve-month sales forecast provided by the Company’s
marketing departments which is updated quarterly in order to
develop a production plan for its manufacturing facilities. In
addition, many of the Company’s marketing departments attempt to
equalize demand for products throughout the calendar year by
offering seasonal sales programs which may provide additional
incentives, including discounts and extended payment
terms.
Competition
The Company’s products are sold in highly competitive markets
throughout the world. The principal competitive factors are price,
quality, availability, service and reputation. The Company competes
with several large national and international companies that offer
a broad range of equipment and replacement parts, as well as with
numerous small, privately-held manufacturers and suppliers of a
limited number of products, mainly on a regional basis. Some of the
Company’s competitors are significantly larger than the Company and
have substantially greater financial and other resources at their
disposal. The Company believes that it is able to compete
successfully in its markets by effectively managing its
manufacturing costs, offering high quality products, developing and
designing innovative products and, to some extent, avoiding direct
competition with significantly larger potential competitors. There
can be no assurance that the Company’s competitors will not
substantially increase the resources devoted to the development and
marketing of products competitive with the Company’s products or
that new competitors with greater resources will not enter the
Company’s markets.
Unfilled Orders
As of December 31, 2021, the Company had unfilled customer
orders of $800.8 million compared to $354.1 million at
December 31, 2020. Management expects that substantially all
of the Company’s unfilled orders as of December 31, 2021 will
be shipped during fiscal year 2022. The amount of unfilled orders
at a particular time is affected by a number of factors, including
manufacturing and shipping schedules which, in most instances, are
dependent on the Company’s seasonal sales programs and the
requirements of its customers. It is possible that unanticipated
effects of the COVID-19 pandemic, including supply chain
disruptions or customer issues, could continue to cause delays in
delivery or an inability to complete unfilled customer orders. The
Company’s orders are subject to cancellation at any time before
shipment; therefore, a comparison of unfilled orders from period to
period
is not necessarily meaningful and may not be indicative of future
actual shipments. No single customer or group of customers is
responsible for 10% or more of the aggregate revenue of the Company
or of a segment of the Company.
Sources of Supply
The principal raw materials used by the Company include steel,
other metal components, hydraulic hoses, paint and tires. During
2021, the raw materials needed by the Company were available from a
variety of sources in adequate quantities and at prevailing market
prices.
While the Company manufactures many of the parts for its products,
a significant percentage of parts, including most drivelines,
gearboxes, industrial engines, and hydraulic components, are
purchased from outside suppliers which manufacture to the Company’s
specifications. In addition, the Company, through its subsidiaries,
purchases tractors and truck chassis as a number of the Company’s
products are mounted and shipped with a tractor or truck chassis.
Tractors and truck chassis are generally available, but some delays
in receiving tractors or truck chassis can occur throughout the
year. The Company sources its purchased goods from international
and domestic suppliers. No one supplier is responsible for
supplying more than 10% of the principal raw materials or purchased
goods used by the Company.
Patents, Trademarks and Trade Names
The Company owns various U.S. and international patents, trademarks
and trade names. While the Company considers its patents,
trademarks and trade names to be advantageous to its business, it
is not dependent on any single patent, trademark, trade name or
group of patents, trademarks, or trade names. The net book value of
patents, trademarks and trade names was $84.8 million and
$89.2 million as of December 31, 2021 and 2020,
respectively.
Environmental and Other Governmental Regulations
Like other manufacturers, the Company is subject to a broad range
of federal, state, local and foreign laws, rules and regulations
including those relating to climate change; emissions to air,
including Tier 4 or similar engine emission regulations; discharges
to water; restrictions placed on water usage and water
availability; product and associated packaging; use of certain
chemicals; restricted substances, including "conflict minerals"
disclosure rules; import and export compliance, including country
of origin certification requirements; worker and product user
health and safety; energy efficiency; product life-cycles; outdoor
noise laws; and the generation, use, handling, labeling,
collection, management, storage, transportation, treatment, and
disposal of hazardous substances, wastes, and other regulated
materials.
The U.S. Environmental Protection Agency ("EPA"), the California
Air Resources Board ("CARB"), and similar regulators in other U.S.
states and foreign jurisdictions in which we sell our products have
emission requirements setting maximum emission standards for
certain equipment. In addition to the the EPA's implementation of
Tier 4 emission requirements applicable to diesel engines, China,
the European Union ("EU") and and the United Kingdom also have
adopted similar regulations, and similar emission regulations are
also being considered in other markets in which we sell our
products. CARB continues to propose and discuss implementation of
zero emissions equipment regulations that will likely create
increasingly stringent requirements on exhaust and other emissions
from some of the products we manufacture.
The U.S. federal government, several U.S. states, and certain
international markets where we sell our products, including the EU
and some EU member countries have introduced product life-cycle
laws, rules, or regulations, which are intended to reduce waste and
environmental and human health impact, and require manufacturers to
label, collect, dispose, and recycle certain products, including
some of our products, at the end of their useful life. These
include, among other laws and regulations: (i) the Registration,
Evaluation, Authorization and Restriction of Chemicals directive or
similar substance level laws, rules, or regulations that require
notification of use of certain chemicals, or ban or restrict the
use of certain chemicals; (ii) California Proposition 65 and other
product substance restriction laws, some of which require certain
labeling of products; (iii) energy efficiency laws, rules, or
regulations, which are intended to reduce the use and
inefficiencies associated with energy and natural resource
consumption and require specified efficiency ratings and
capabilities for certain products; (iv) conflict minerals laws,
such as those contained in the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the rules
promulgated by the U.S. Securities and Exchange Commission ("SEC"),
which require specific procedures for the determination and
disclosure of the use of certain minerals, known as "conflict
minerals," which are mined from the Democratic Republic of the
Congo and adjoining countries; and (v) supply chain transparency
laws and regulations addressing modern slavery and human
trafficking.
The Company is also subject to various other federal, state, and
local laws affecting its business, as well as a variety of
regulations relating to such matters as working conditions, equal
employment opportunities, and product safety, including National
Highway Traffic Safety Administration reporting. In addition, a
variety of laws regulate the Company’s contractual relationships
with its dealers, some of which impose restrictive standards on the
relationship between the Company and its dealers, including events
of default, grounds for termination, non-renewal of dealer
contracts, and equipment repurchase requirements.
We believe we have maintained compliance with existing laws, rules
and regulations applicable to our business and will continue to do
so. While we believe there will be some additional costs to our
business as a result of the increasing level of regulation
applicable to our business activities, we do not believe that the
costs associated with our compliance efforts will have a material
impact on our financial results.
Human Capital Resources and Management
We recognize that the success of our Company is dependent upon the
talents and dedication of our people, and we are committed to
investing in their success. Our Vice-President of Corporate Human
Resources is responsible for developing and executing our human
resources strategy together with our President and Chief Executive
Officer and the other members of the Company's management team. Our
Chief Executive Officer and Vice-President of Human Resources
regularly update our Board of Directors regarding the status of our
human resources activities. Among the key elements of our human
resources strategy are the following:
Focus on Health and Safety:
Employee health and safety is of paramount importance to us. We
believe it is our responsibility to maintain a safe and healthy
workplace in each of our locations and to make continuous
improvements in this area. We do this by embedding safety into
every level of the organization as one of our core values. Our
approach is proactive and preventative. Regular safety meetings are
held at our plants on an ongoing basis. Every location offers
frequent safety training programs to all employees and leverages
safety committees who conduct safety audits to identify and remove
potential issues. We ensure that safety performance is tracked,
aggregated, and reviewed on an ongoing basis. Our corporate
technical affairs and safety team collects data on recordable
injury rates, severe injury rates, and near misses from each Alamo
Group operating company, and conducts root cause analysis with
corrective action plans to prevent future occurrences. This data is
reviewed monthly by the executive leadership team and shared with
the Company's Board of Directors on a quarterly basis. With the
onset of the COVID-19 pandemic, we implemented, and continue to
adhere to, certain rigorous and meaningful safety measures
recommended by the U.S. Centers for Disease Control and Prevention,
World Health Organization, and federal, state, local, and foreign
authorities that we determined were in the best interest of our
employees, customers, and suppliers. This led to the adoption of
various measures including COVID-19 case tracking and quarantining
where and when necessary, mandating face coverings when required by
local rules and regulations (except where hazardous), regular
sanitization, reconfiguration of workstations to allow for
appropriate distancing, expanding the use of internal video
meetings and installation of related technology, minimizing travel,
and implementing remote work assignments, amongst other
actions.
Employee Engagement and Talent Development:
We focus on attracting, developing, and retaining a team of highly
talented and motivated employees. Our key talent philosophy is to
develop talent from within, so they are “ready now” when career
opportunities arise, and when we recruit externally to select
candidates with future stretch potential. We provide all employees
a wide range of professional development experiences, both formal
and informal, at all stages in their careers. Our formal offerings
include tuition reimbursement, a diverse curriculum of learning
programs, leadership development experiences, vocational and trade
skills training, and external partnerships across the globe. The
Company's focus on supervisor and manager development and a culture
of promoting a diverse, inclusive, and respectful workplace
supports our ability to attract, engage, retain, and motivate
industry-leading talent to meet our customer’s needs and sustain
the Company’s growth. Formal welder training, apprenticeships, and
local partnerships with vocational training programs, junior
colleges, and high schools ensure that our operating companies
continue to attract and grow their critical manufacturing skills.
The Company’s emphasis on our core competencies, including Leading
People and Leading Change, continues to favorably impact our
succession planning and employee retention with below industry
average annual turnover rates. In January of 2022, we implemented
The Alamo Group Learning & Development Academy, a new talent
development program which focuses on building and strengthening the
leadership capabilities of our management teams and also offers
technical skills training for our production floor employees. Many
programs are available on-demand to
manufacturing supervisors, which offers development opportunities
to those with direct oversight of the people building our products.
Training is easily accessible both to employees who work on-site as
well as those who work in remote and hybrid environments. Virtual,
in-person and on-campus programs are offered to encourage
cross-location and cross-functional networking and sharing of ideas
that foster and support our culture of continuous
improvement.
Commitment to Diversity and Inclusion:
We recognize, value, and respect the individual differences of our
employees and believe that a diverse set of backgrounds,
experiences, and perspectives is crucial to our ability to continue
to innovate, collaborate, and meet the needs of our global
workforce and customers. Accordingly, we are committed to
encouraging and fostering an inclusive culture where diversity and
individual differences are accepted, respected, and valued so that
employees feel empowered to contribute fully to the Company's
ongoing success. To promote diversity and inclusion in the
workplace, we dedicate people and resources to promote an inclusive
environment through policies and training. We also promote our
career opportunities to a wide network of organizations and job
boards that can help us source diverse candidate pools. We actively
volunteer and engage in local community projects and contribute
donations to charitable organizations. We build strategies and
implement tactics that will attract and maintain a diverse
workforce, positively impacting the communities and markets in
which our employees live and work. Initiatives include but are not
limited to increased diversity and inclusion training that
increases awareness and reinforces respect in the workplace, as
well as building partnerships with organizations like Women in
Manufacturing and The National Diversity Council.
Compensation and Benefits:
We conduct regular assessments of our pay and benefit practices to
help ensure that our people are compensated fairly and
competitively. We also devote significant resources to management
and employee training and development, including tuition assistance
for career-enhancing academic and professional programs. In
addition to salaries, our compensation programs, which vary by
country and region, can include annual bonuses, profit sharing,
stock-based compensation awards, company-sponsored retirement
savings plans with employee matching opportunities (or similar
local retirement benefits), healthcare and insurance benefits,
dependent care and flexible savings accounts, paid time off such as
vacation and holidays, sick pay, disability pay and family leave,
flexible work schedules, wellness and employee assistance programs
for mental health, self-improvement, legal and financial services,
service anniversary awards, tuition assistance and dependent
college scholarships, and discounts on products and
services.
Labor Agreements:
As of December 31, 2021, we employed approximately 4,200
employees. In the U.S. the Company has a collective bargaining
agreement at its Gradall plant which covers 174 employees and will
expire on April 14, 2024. In Canada the Tenco bargaining
agreement covers 109 employees and expires on December 31,
2025; RPM has an agreement covering 4 employees which expires on
February 1, 2025; and Everest has a collective bargaining
agreement covering 70 employees which will expire on
November 30, 2023. In the Company’s European locations,
all employees are covered by the European Works Council
agreements.
McConnel, Bomford, Spearhead, AMS-UK, SMA, Faucheux, Forges Gorce,
Rousseau, Rivard, and Alamo Group The Netherlands have various
collective bargaining agreements covering approximately 969
employees. The Company considers its employee relations to be
satisfactory.
Available Information
The Company files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange
Commission (the “SEC”). The SEC maintains a website that contains
annual, quarterly and current reports, proxy and information
statements, and other information that issuers (including the
Company) file electronically with the SEC. The SEC’s website is
www.sec.gov.
The Company’s website is www.alamo-group.com. The Company makes
available free of charge through its website, via a link to the
SEC’s website at www.sec.gov, its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any
amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the SEC.
The Company also makes available through its website, via a link to
the SEC’s website, statements of beneficial ownership of the
Company’s equity securities filed by its directors, officers, 10%
or greater shareholders, and others required to file under Section
16 of the Exchange Act.
The Company also makes available free of charge on its website its
most recent annual report on Form 10-K, its quarterly reports on
Form 10-Q for the current fiscal year, its most recent proxy
statement and its most recent annual report to stockholders,
although in some cases these documents are not available on our
site as soon as
they are available on the SEC’s site. You will need to have on your
computer the Adobe Acrobat Reader®
software to view the documents, which are in PDF format. In
addition, the Company posts on its website its Charters for its
Audit Committee, Compensation Committee and Nominating/Corporate
Governance Committee, as well as its Corporate Governance Policies
and its Code of Conduct and Ethics for its directors, officers and
employees. You can obtain a written copy of these documents,
excluding exhibits, at no cost, by sending your request to the
Corporate Secretary, Alamo Group Inc., 1627 E. Walnut Street,
Seguin, Texas 78155, which is the principal corporate office of the
Company. The telephone number is 830-379-1480. The information on
the Company’s website is not incorporated by reference into this
report.
Forward-Looking Information
Part I of this Annual Report on Form 10-K and the “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” included in Part II of this Annual Report contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. In addition, forward-looking statements may be made in
other documents filed or furnished with the SEC, or by management
orally or in press releases, conferences, reports or otherwise to
analysts, investors, representatives of the media and others, in
the future by or on behalf of the Company. Generally,
forward-looking statements are not based on historical facts but
instead represent the Company's and its management's beliefs
regarding future events.
Statements that are not historical are forward-looking. When used
by us or on our behalf, the words "expect," “will,” “estimate,”
“believe,” “intend,” "would," “could,” "predict," “should,”
“anticipate,” "continue," “project,” “forecast,” “plan,” “may” and
similar expressions generally identify forward-looking statements
made by us or on our behalf. Forward-looking statements involve
risks and uncertainties. These uncertainties include factors that
affect all businesses operating in a global market, as well as
matters specific to the Company and the markets we serve. Certain
particular risks and uncertainties that continually face us include
the following:
•budget
constraints and revenue shortfalls which could affect the purchases
of our type of equipment by governmental customers and related
contractors in both domestic and international
markets;
•market
acceptance of new and existing products;
•our
ability to maintain good relations with our employees;
•our
ability to develop and manufacture new and existing products
profitably;
•the
inability of our suppliers, creditors, public utility providers and
financial and other service organizations to deliver or provide
their products or services to us;
•legal
actions and litigation;
•adverse
impacts on our supply chain and other parts of our business
resulting from the sudden unrestrained outbreak of human disease
including those caused by the coronavirus;
•impairment
in the carrying value of goodwill;
•our
ability to successfully integrate acquisitions and operate acquired
businesses or assets;
•current
and changing tax laws in the U.S. and internationally;
•our
ability to hire and retain quality skilled employees;
and
•changes
in the prices of agricultural commodities, which could affect our
customers’ income
levels.
In addition, we are subject to risks and uncertainties facing the
industry in general, including the following:
•negative
impacts on our business and financial results attributable to the
ongoing COVID-19 pandemic which may include a softening of customer
demand, operational and supply chain disruptions, input cost
inflation, labor shortages, or other negative unanticipated
effects;
•changes
in business and political conditions and the economy in general in
both domestic and international markets;
•an
increase in unfunded pension plan liability due to financial market
deterioration;
•price
and availability of energy and critical raw materials, particularly
steel and steel products;
•increased
competition;
•repercussions
resulting from the U.K.'s exit from the European
Union;
•increases
in input costs on items we use in the manufacturing of our
products;
•adverse
weather conditions such as droughts, floods, snowstorms, etc.,
which can affect the buying patterns of our customers and
end-users;
•increased
costs of complying with governmental regulations which affect
corporations including related fines and penalties (such as the
European General Data Protection Regulation (GDPR) and the
California Consumer Privacy Act);
•the
potential effects on the buying habits of our customers due to
animal disease outbreaks and other epidemics;
•adverse
market conditions and credit constraints which could affect our
customers and end-users, such as cutbacks on dealer stocking
levels;
•changes
in market demand;
•cyber
security risks including the potential loss of proprietary data or
data security breaches and related fines, penalties and other
liabilities;
•financial
market changes including changes in interest rates and fluctuations
in foreign exchange rates;
•abnormal
seasonal factors in our industry;
•changes
in domestic and foreign governmental policies and laws, including
increased levels of government regulation and changes in
agricultural policies, including the amount of farm subsidies and
farm payments as well as changes in trade policy that may have an
adverse impact on our business;
•government
actions, including but not limited to budget levels, change in tax
laws, regulations and legislation, relating to the environment,
commerce, infrastructure spending, health and safety;
and
•risk
of governmental defaults and resulting impact on the global economy
and particularly financial institutions.
We wish to caution readers not to place undue reliance on any
forward-looking statement and to recognize that the statements are
not predictions of actual future results. Actual results could
differ materially from those anticipated in the forward-looking
statements and from historical results, due to the risks and
uncertainties described above and under “Risk Factors,” as well as
others not now anticipated. The foregoing statements are not
exclusive and further information concerning us and our businesses,
including factors that could potentially materially affect our
financial results, may emerge from time to time. It is not possible
for management to predict all risk factors or to assess the impact
of such risk factors on the Company’s businesses. Any
forward-looking statements made by or on behalf of the Company
speak only to the date they are made and we do not undertake to
update forward-looking statements to reflect the impact of
circumstances or events that arise after the forward-looking
statements were made.
Information About our Executive Officers
Certain information is set forth below concerning the executive
officers of the Company (the "Executives"), each of whom has been
appointed to serve until the 2022 annual meeting of directors or
until their successor is duly appointed and qualified.
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Name |
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Age |
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Position |
Jeffery A. Leonard |
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62 |
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President and Chief Executive Officer |
Richard J. Wehrle |
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65 |
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Executive Vice President and Chief Financial Officer |
Edward T. Rizzuti |
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52 |
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Executive Vice President, General Counsel and Secretary |
Dan E. Malone |
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61 |
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Executive Vice President, Chief Sustainability Officer |
Richard H. Raborn |
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56 |
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Executive Vice President, Alamo Vegetation Management
Division |
Michael A. Haberman |
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63 |
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Executive Vice President, Alamo Industrial Equipment
Division |
Janet S. Pollock |
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63 |
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Vice President, Human Resources |
Lori L. Sullivan |
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52 |
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Vice President, Internal Audit |
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Jeffery A. Leonard was appointed President and Chief Executive
Officer of the Company in May of 2021. Mr. Leonard was also
appointed as a director of the Company in June of 2021. Mr. Leonard
joined the Company in 2011, and served as Executive Vice President
of the Company's former Industrial Division from 2011 to 2021. Mr.
Leonard previously was Senior Vice President of Metso Minerals
Industries Inc., a supplier of technology and services for mining,
construction, power generation, automation, recycling, and pulp and
paper industries.
Richard J. Wehrle was appointed Executive Vice-President and Chief
Financial Officer of the Company in July of 2021. Prior to that,
Mr. Wehrle served as Vice President, Controller and Treasurer of
the Company from May 2001 to July 2021. He assumed Treasury
responsibilities in May of 2018. Previously, Mr. Wehrle served in
various accounting management capacities within the Company from
1988 to 2001.
Edward T. Rizzuti was appointed Vice President, General Counsel of
Alamo Group Inc. in July of 2015, assumed the Secretary role in May
of 2018 and was promoted to Executive Vice-President in November of
2021. Prior to joining the Company, from 2010 to 2015, Mr. Rizzuti
served as Vice President, General Counsel and Secretary for
Erickson Incorporated, a publicly traded aircraft manufacturing and
operating company based in Portland, Oregon.
Dan E. Malone was appointed Executive Vice President, Chief
Sustainability Officer in July of 2021. Mr. Malone joined the
Company in 2007 and served as Executive Vice President, Chief
Financial Officer from 2007 to 2021. Prior to joining the Company,
Mr. Malone held the position of Executive Vice President, Chief
Financial Officer & Corporate Secretary at Igloo Products
Corporation, a manufacturer of insulated consumer goods, from 2002
to January 2007. Mr. Malone was Vice President and Chief Financial
Officer of The York Group, Inc. from 2000 to 2002, and held various
financial positions from 1987 to 2000 with Cooper Industries, Inc.
and its various subsidiaries.
Richard H. Raborn was appointed Executive Vice President the
Company's Vegetation Management Division in July of 2021. Mr.
Raborn joined the Company in 2015 and served as Executive
Vice-President of the Company's former Agricultural Division from
2015 to 2021. Prior to joining the Company, Mr. Raborn was Vice
President and General Manager of the Powertrain Metal Division for
Illinois Tool Works (ITW) from 2009 to 2015. ITW is one of the
world's leading diversified manufacturers of specialized industrial
equipment, consumables and related service business.
Michael A. Haberman was appointed Executive Vice-President of the
Company's Industrial Equipment Division in July of 2021. Prior to
his role as Executive Vice-President, Mr. Haberman served as the
Company's Excavation/Vacuum Truck group Vice-President from January
2020 to July 2021. Previously, Mr. Haberman served as President of
the Company's Gradall Industries company from February of 2006
until January of 2020.
Janet S. Pollock was appointed Vice President, Human Resources of
Alamo Group Inc. in May of 2018. Ms. Pollock joined Alamo Group in
June of 2013 as Vice President of Human Resources for U.S.
Operations. Prior to joining the Company, Ms. Pollock was Vice
President of Human Resources with CPS Energy in San Antonio, Texas
and Vice President of Strategic Initiatives for Coca-Cola
Enterprises, Inc.
Lori L. Sullivan was appointed Vice President, Internal Audit of
Alamo Group Inc. in May of 2019. Prior to this appointment, Ms.
Sullivan was Vice President of Internal Audit for U.S. Operations
and Director of Internal Audit for Alamo Group Inc. Ms. Sullivan
has held audit positions within various industries including
research and development, public utilities, and public accounting
prior to joining Alamo Group in July of 2011.
Item 1A. Risk Factors
You should carefully consider each of the risks described below,
together with all of the other information contained in this Annual
Report on Form 10-K, before making an investment decision with
respect to the Company’s securities. If any of the following risks
develop into actual events, the Company’s business, financial
condition or results from operations could be materially and
adversely affected and you could lose all or part of your
investment.
Risks related to our business
The ongoing COVID-19 pandemic could have a material and adverse
effect on our results of operations, financial condition and cash
flows.
The COVID-19 pandemic caused a significant downturn in our markets
globally. While our markets appear to have recovered in 2021, the
sustainability of the recovery remains unclear. Challenging market
conditions could continue for an extended period of time given the
uncertainty that new COVID-19 variants could cause governments
around the world to implement stringent or restrictive measures to
help control the spread of the virus, including quarantines,
"shelter in place" or "stay home" orders, travel restrictions, and
other measures. The COVID-19 pandemic could negatively impact our
operations, financial condition and cash flows in numerous ways,
including but not limited to the following:
•macroeconomic
conditions may negatively affect the proper functioning of
financial and capital markets, foreign currency exchange rates,
commodity and energy prices, and interest rates;
•we
may be prevented from operating our manufacturing facilities and
other worksites;
•we
may experience interruptions including temporary suspensions or
reduced capacity of operations due to health concerns and
government imposed restrictions;
•we
may experience ongoing supply chain disruptions, including those
caused by industry capacity constraints, mismatch of supply and
demand, material availability, logistics delays, and delays in
resumption of operations by one or more suppliers;
•we
may be subject to legal claims related to alleged exposure to
COVID-19 on Company premises; and
•we
may experience labor shortages or disruptions due to illnesses or
unwillingness of employees to return to work.
The longer the pandemic continues, the more likely the foregoing
risks will be realized. The ultimate duration and severity of the
COVID-19 pandemic cannot be accurately forecasted at this time. Nor
can the disruption to our business, customers and supply chain due
to the pandemic be accurately forecasted at this time. Even after
the COVID-19 pandemic has subsided, we may continue to experience
material adverse impacts to our business as a result of any
economic recession or depression that has occurred or may occur in
the future. Moreover, the effects of the COVID-19 pandemic will
heighten the other risks described throughout this
section.
Deterioration of industry conditions could harm our business,
results of operations and financial condition.
Our business depends to a large extent upon the prospects for the
mowing, infrastructure maintenance and agricultural markets in
general. Future prospects of the industry depend largely on factors
outside of our control. Any of those factors could adversely impact
demand for our products, which could adversely impact our business,
results of operations and financial condition. These factors
include the following:
•weakness
in the worldwide economy;
•the
price and availability of raw materials, purchased components and
energy;
•budget
constraints and revenue shortfalls for our governmental
customers;
•changes
in domestic and foreign governmental policies and laws, including
increased levels of governmental regulation and associated
liabilities;
•the
levels of interest rates;
•the
value of the U.S. dollar relative to the foreign currencies in
countries where we sell our products but don’t have a manufacturing
presence;
•impact
of tighter credit markets on the Company, its dealers and
end-users;
•impairment
in the carrying value of goodwill; and
•increase
in unfunded pension plan liability due to financial market
deterioration.
In addition, our business is susceptible to a number of factors
that specifically affect agricultural customer spending patterns,
including the following:
•animal
disease outbreaks, epidemics and crop pests;
•weather
conditions, such as droughts, floods and snowstorms;
•changes
in farm incomes;
•cattle
and agricultural commodity prices;
•changes
in governmental agricultural policies worldwide;
•the
level of worldwide farm output and demand for farm products;
and
•limits
on agricultural imports/exports.
Some or all of the above factors may be negatively impacted or
magnified by the ongoing COVID-19 pandemic.
A downturn in general economic conditions and outlook in the United
States and around the world could adversely affect our net sales
and earnings.
The strength and profitability of our business depends on the
overall demand for our products and upon economic conditions and
outlook, including but not limited to economic growth rates;
consumer spending levels; financing availability, pricing and terms
for our dealers and end-users; employment rates; interest rates;
inflation; consumer confidence and general economic and political
conditions and expectations in the United States and the other
economies in which we conduct business. Slow or negative growth
rates, inflationary/deflationary pressures, higher commodity costs
and energy prices, reduced credit availability or unfavorable
credit terms for our dealers and end-user customers, increased
unemployment rates, and recessionary economic conditions and
outlook could cause consumers to reduce spending, which may cause
them to delay or forgo purchases of our products and could have an
adverse effect on our net sales and earnings. In addition, the
ongoing effects of the COVID-19 pandemic may continue to adversely
affect global economic activity which could negatively impact our
revenues.
The U.K.'s exit from the European Union (“Brexit”) and the impact
of the withdrawal may adversely affect business activity, political
stability and economic conditions in the U.K., the European Union
and elsewhere. Our business in Europe may suffer from shipment
delays, supply chain disruptions, tariffs or other effects that
could negatively impact our business. The economic conditions and
outlook could be further adversely affected by the uncertainty
concerning new or modified trading arrangements between the U.K.
and other countries. Any of these developments could negatively
affect economic growth or business activity in the U.K., the
European Union and elsewhere, and could materially and adversely
affect our business and results of operations.
Significant changes in trade policy and related trade wars could
have a material adverse impact on our results of
operations.
The U.S. continues to make potentially significant changes in its
trade policy and has taken certain actions that have adversely
impacted U.S. trade and relationships with China and other trading
partners, including imposing tariffs on certain goods imported into
the U.S. Any continued actions or further changes in U.S. trade
policy could trigger additional retaliatory actions by affected
countries, resulting in "trade wars." Trade wars may lead to
reduced economic activity, increased costs, reduced demand and
changes in purchasing behaviors for some or all of our products, or
other potentially adverse economic outcomes. These or other
consequences from any trade wars could have a material adverse
impact on our sales volumes, prices and our consolidated financial
results.
We depend on governmental sales, and a decrease in such sales could
adversely affect our business, results of operations and financial
condition.
A substantial portion of our revenues is derived from sales to
federal, state, provincial and local governmental entities and
related contractors, both in the U.S. and in other countries in
which we sell our products. These sales depend primarily on the
levels of budgeted and appropriated expenditures for highway,
airport, roadside and parks maintenance by various governmental
entities and are affected by changes in local and national economic
conditions. Federal, state, provincial and local government budgets
have been and will likely continue to be negatively affected by the
COVID-19 pandemic and this could have a material negative impact on
our business and financial condition.
Our dependence on, and the price and availability of, raw materials
as well as purchased components may adversely affect our business,
results of operations and financial condition.
We are subject to fluctuations in market prices for raw materials
such as steel and energy. For example, in 2021 the price of raw
materials like steel and other components we require in our
manufacturing process increased materially due to inflationary
pressures. In addition, although most of the raw materials and
purchased components we use are commercially available from a
number of sources, we could experience disruptions in the
availability of such materials. If we are unable to purchase
materials we require or are unable to pass on price increases to
our customers or otherwise reduce our cost of goods sold, our
business, results of operations and financial condition may be
adversely affected. In addition, higher energy costs could
negatively affect spending by farmers, including their purchases of
our products. In 2021 we experienced delays in obtaining certain
important components from our suppliers largely due to operational
disruptions resulting from the COVID-19 pandemic. We may experience
delays, shortages, price increases or other supply chain
disruptions as a result of the ongoing COVID-19 pandemic which
could have a material adverse effect on our business and financial
results.
Impairment in the carrying value of goodwill could negatively
impact our consolidated results of operations and net
worth.
The Company has conducted for the last three years an analysis for
estimating the fair value of the Company's business enterprise. We
have utilized the discounted cash flow income approach and market
approach for which we chose to heavily weigh more on the discounted
cash flow approach. This analysis requires the Company to make
significant assumptions and estimates about the extent and timing
of future cash flows, discount rates and growth rates. The cash
flows are estimated over a significant future period of time, which
makes those estimates and assumptions subject to an even higher
degree of uncertainty. The Company also utilizes market valuation
models and other financial ratios, which require the Company to
make certain assumptions and estimates regarding the applicability
of those models to its assets and businesses. As of
December 31, 2021, goodwill was $202.4 million, which
represents 17% of total assets.
The Company recognized no goodwill impairment in 2021, 2020 or
2019. During the 2021 impairment analysis review, we performed a
sensitivity analysis for goodwill impairment with respect to each
of our reporting units and determined that a hypothetical 15%
decline in the fair value of each reporting unit as of
October 1, 2021 would not result in an impairment of goodwill
for any of the reporting units. If we were to have a significant
goodwill impairment caused by a greater than 15% decline in fair
value, it could impact our results of operations as well as our net
worth.
We are significantly dependent on information technology and our
business may suffer from disruptions associated with information
technology, cyber-attacks or other catastrophic losses affecting
our IT infrastructure.
We rely on information technology networks and systems, including
the Internet, to process, transmit, and store electronic and
financial information, to manage a variety of business processes
and activities, and to comply with regulatory, legal, and tax
requirements. We also depend on our information technology
infrastructure for digital marketing activities and for electronic
communications among our locations, personnel, customers, and
suppliers. These information technology systems (some of which are
provided and maintained by third parties) may be susceptible to
damage, disruptions, or shutdowns due to hardware failures,
computer viruses, hacker attacks, telecommunication failures, user
errors, catastrophic events or other factors. In addition, a number
of our salaried employees are working remotely at various times.
This remote working environment may pose a heightened risk for
security breaches or other disruptions of our information
technology systems. If our information technology systems suffer
severe damage, disruption or shutdown, and our business continuity
plans do not effectively resolve the issues in a timely manner, we
could experience business disruptions, transaction errors,
processing inefficiencies, and the loss of customers and sales,
causing our product sales, financial condition, and operating
results to be adversely affected and the reporting of our financial
results to be delayed.
In addition, in the ordinary course of our business, we collect and
store sensitive data, including our intellectual property, our
proprietary business information and that of our customers,
suppliers and business partners, and personally identifiable
information or other sensitive information of our customers and
employees. The secure use, processing, maintenance and transmission
of this information is critical to our operations and business
strategy. Despite the information security measures we have taken,
our information technology and infrastructure may be subjected to
attacks by hackers or breached due to employee malfeasance,
employee errors, or other disruptions. Cybersecurity threats and
sophisticated computer crime pose a potential risk to the security
of the Company’s information technology systems, networks, and
services, as well as the confidentiality and integrity of the
Company’s data and intellectual property. Cyber-attacks,
unauthorized access or security breaches, and other cyber incidents
could include, among other things, computer viruses, malicious or
destructive code, ransomware, social engineering attacks (including
phishing and impersonation), hacking, denial-of-service attacks,
and other similar attacks. These threats are constantly evolving,
which increases the difficulty of defending against them or
implementing adequate preventive measures. Sensitive information is
also stored by our vendors and on the platforms and networks of
third-party providers. Cyber-attacks on the Company, our vendors,
or our third-party providers could result in inappropriate access
to our intellectual property, Company data, or personally
identifiable information of our global workforce, suppliers, or
customers. Potential consequences of a successful cyber-attack or
other cybersecurity breach or incident include remediation costs,
legal costs, increased cybersecurity protection costs, lost
revenues resulting from the unauthorized use of proprietary
information or the failure to retain or attract customers following
an attack, litigation and legal risks including governmental or
regulatory enforcement actions, increased insurance premiums,
reputational damage that adversely affects customer or investor
confidence, and damage to the Company’s competitiveness, stock
price, and long-term shareholder value.
While we have taken steps to address these risks by implementing
enhanced security technologies, internal controls, and business
continuity plans, these measures may not be adequate. We cannot
assure that the steps we have taken will be sufficient to protect
our systems, information or other property. Our systems and
information may be vulnerable to theft, loss, damage and
interruption from a number of potential threats and
events.
Changes in the regulatory environment regarding privacy and data
protection regulations could have a material adverse impact on our
results of operations.
The EU has recently adopted a comprehensive overhaul of its data
protection regime in the form of the General Data Protection
Regulation (“GDPR”), which came into effect in May of 2018. GDPR
extends the scope of the existing EU data protection law to foreign
companies processing personal data of EU residents. The regulation
imposes a strict data protection compliance regime with severe
penalties of 4% of worldwide turnover or €20.0 million, whichever
is greater, and includes new rights such as the right of erasure of
personal data. Although the GDPR applies across the EU, as has been
the case under the current data protection regime, EU Member States
have some national derogations and local data protection
authorities (“DPAs”) will still have the ability to interpret the
GDPR, which has the potential to create inconsistencies on a
country-by-country basis. In addition, certain U.S. states have
enacted privacy and data protection laws. For example, the State of
California enacted the California Consumer Privacy Act ("CCPA")
which became effective in 2020. Implementation of, and
compliance
with, the GDPR, CCPA and other similar laws could increase our cost
of doing business and/or force us to change our business practices
in a manner adverse to our business. In addition, violations of the
GDPR, CCPA and other laws may result in significant fines,
penalties and damage to our brand and business which could,
individually or in the aggregate, materially harm our business and
reputation. Privacy legislation, enforcement and policy activity in
this area continues to rapidly expand. Compliance costs and costs
related with implementing privacy-related and data protection
measures could be significant. Further, noncompliance could expose
us to significant monetary penalties, damage to our reputation, and
even possible criminal sanctions. Even our inadvertent failure to
comply with privacy-related or data protection laws and regulations
could have a material adverse impact on our results of
operations.
We operate in a highly competitive industry, and some of our
competitors and potential competitors have greater resources than
we do.
Our products are sold in highly competitive markets throughout the
world. We compete with several large national and international
companies that offer a broad range of equipment and replacement
parts that compete with our products, as well as with numerous
small, privately-held manufacturers and suppliers of a limited
number of products mainly on a regional basis. Some of our
competitors are significantly larger than we are and have
substantially greater financial and other resources at their
disposal. We believe that we are able to compete successfully in
our markets by, to some extent, avoiding direct competition with
significantly larger potential competitors. There can be no
assurance that our competitors will not substantially increase the
resources devoted to the development and marketing of products
competitive with our products or that new competitors with greater
resources will not enter our markets. Any failure to effectively
compete could have an adverse effect on our business, results of
operations and financial condition.
Failure to develop new products or keep pace with technological
developments may have a material adverse impact on our results of
operations.
Our industry is affected by future technological developments. The
introduction of new products or processes with innovative
technologies could render our existing products or processes
obsolete or unmarketable. Our success depends, to some extent, upon
our ability to develop, market and sell cost-effective new products
and applications that keep pace with technological developments in
the markets we serve. We may not be successful in identifying,
developing and marketing new products and applications or we may
experience difficulties that could delay or prevent the successful
development, introduction and marketing of such new products and
applications, which could have a material adverse impact on our
business and results of operations.
We operate and source internationally, which exposes us to the
political, economic and other risks of doing business
abroad.
We have operations in a number of countries outside of the United
States and we source raw materials and components globally. Our
international operations are subject to the risks normally
associated with conducting business in foreign countries, including
but not limited to the following:
•limitations
on ownership and on repatriation of earnings;
•import
and export restrictions, tariffs and quotas;
•potentially
adverse effects including negative economic conditions resulting
from war or the threat of war, including the ongoing conflict
occurring in the Ukraine;
•additional
expenses relating to the difficulties and costs of staffing and
managing international operations;
•labor
disputes and uncertain political and economic environments and the
impact of foreign business cycles;
•changes
in laws or policies;
•changes
in any international trade agreements, such as any changes in
European Union membership;
•delays
in obtaining or the inability to obtain necessary governmental
permits;
•potentially
adverse consequences resulting from the applicability of foreign
tax laws;
•cultural
differences;
•increased
expenses due to inflation;
•weak
economic conditions in foreign markets where our subsidiaries
distribute their products;
•changes
in currency exchange rates;
•disruptions
in transportation and port authorities; and
•regulations
involving international freight shipments.
Operating in the international marketplace exposes us to a number
of risks, including the need to comply with U.S. and foreign laws
and regulations applicable to our foreign operations, including
anti-corruption laws such as the Foreign Corrupt Practices Act and
the U.K. Bribery Act, United States export control laws, and data
privacy laws such as the recently enacted European GDPR. The costs
of compliance with these various laws, regulations and policies can
be significant and penalties for noncompliance could significantly
and adversely impact our business. Our international operations may
also be adversely affected by laws and policies affecting foreign
trade, investment, taxation, and our ability to effectively source
components and raw materials internationally. For example, any
significant changes in U.S. trade policy, including the
introduction of any new or expanded tariffs, could increase the
cost of critical materials and supplies that we source
internationally or negatively impact international sales of our
products, which would have an adverse effect on our net sales and
earnings.
In addition, political developments and governmental
regulations and policies in the countries in which we operate
directly affect the demand for our products. For example, decreases
or delays in farm subsidies to our agricultural customers, or
changes in environmental policies aimed at limiting mowing
activities, could adversely affect our business, results of
operations and financial condition.
Our acquisition strategy may not be successful, which may adversely
affect our business, results of operations and financial
condition.
We intend to grow internally and through the acquisition of
businesses and assets that will complement our current businesses.
To date, a material portion of our growth has come through
acquisitions. We cannot be certain that we will be able to identify
attractive acquisition targets, obtain financing for acquisitions
on satisfactory terms or successfully acquire identified targets.
Competition for acquisition opportunities may also increase our
costs of making acquisitions or prevent us from making certain
acquisitions. These and other acquisition-related factors may
adversely impact our business, results of operations and financial
condition.
We may not be able to realize the potential or strategic benefits
of the acquisitions we complete, and the businesses we have
acquired, or may acquire in the future, may not perform as
expected.
Acquisitions are an important part of our growth strategy and we
have completed a number of acquisitions over the past several
years. In 2019, we completed three acquisitions, namely
Dutch Power,
Dixie Chopper,
and
Morbark,
and in 2021 we acquired
Timberwolf.
Acquisitions can be difficult, time-consuming, and pose a number of
risks, including:
•potential
negative impact on our earnings per share as a result of
acquisition costs and related financing costs, among other
things;
•the
assumption of liabilities that are unknown to us at the time of
closing;
•failure
of acquired products to achieve projected sales;
•potential
downward pressure on operating margins due to lower operating
margins of acquired businesses, increased headcount costs and other
expenses associated with adding and supporting new
products;
•disruption
of ongoing business operations, including diversion of management’s
attention and uncertainty for employees and customers, particularly
during the post-acquisition integration process; and
•potential
negative impact on our relationships with customers, distributors
and vendors.
If we do not manage these risks, the acquisitions that we complete
may have an adverse effect on our business, our results of
operations or financial condition. In addition, we may not be
successful in integrating acquired businesses into our existing
operations and achieving projected synergies. We could face many
risks in integrating acquired businesses, including but not limited
to the following:
•we
may incur substantial costs, delays or other operational or
financial challenges in integrating acquired businesses, including
integrating each company's accounting, information technology,
human resource and other administrative systems to facilitate
effective management;
•we
may be unable to achieve expected cost reductions, to take
advantage of cross-selling opportunities, or to eliminate redundant
operations, facilities and systems;
•We
may encounter problems in integrating the acquired products with
our existing and/or new products;
•we
may need to implement or improve controls, procedures and policies
appropriate for a public company which could take a significant
amount of time and expense;
•acquisitions
may divert our management’s attention from the operation of our
existing businesses;
•we
may not be able to retain key personnel of acquired
businesses;
•there
may be cultural challenges associated with integrating management
and employees from the acquired businesses into our organization;
and
•we
may encounter unanticipated events, circumstances and legal risk
and associated liabilities.
Our integration of acquired businesses requires significant efforts
from the management of each entity, including coordinating existing
business plans and research and development efforts. Integrating
operations may distract management’s attention from the day-to-day
operation of the combined companies. Ultimately, our attempts to
integrate the operations, technology and personnel of acquired
businesses may not be successful. If we are unable to successfully
integrate acquired businesses, our future results may be negatively
impacted.
The agricultural industry and the infrastructure maintenance
industry are seasonal, and seasonal fluctuations may cause our
results of operations and working capital to fluctuate from quarter
to quarter.
In general, agricultural and governmental end-users typically
purchase new equipment during the first and second calendar
quarters. Other products such as street sweepers, excavators, snow
removal equipment, front-end loaders and pothole patchers have
different seasonal patterns, as do replacement parts in general. In
attempting to achieve efficient utilization of manpower and
facilities throughout the year, we estimate seasonal demand months
in advance and manufacturing capacity is scheduled in anticipation
of such demand. We utilize an annual plan with updated quarterly
sales forecasts provided by our marketing divisions and order
backlog in order to develop a production plan for our manufacturing
facilities. In addition, many of our marketing departments attempt
to equalize demand for their products throughout the calendar year
by offering seasonal sales programs which may provide additional
incentives, including discounts and extended payment terms, on
equipment that is ordered during off-season periods. Because we
spread our production and wholesale shipments throughout the year
to take into account the factors described above, sales in any
given period may not reflect the timing of dealer orders and retail
demand.
Weather conditions and general economic conditions may affect the
timing of purchases and actual industry conditions might differ
from our forecasts. In addition to seasonal factors, the
agricultural industry is cyclical in nature with sales largely
dependent on the state of the farm economy and, in particular,
agriculture commodity prices and farm income. Consequently, sudden
or significant declines in industry demand could adversely affect
our working capital or results of operations.
Extreme weather conditions may impact demand for some of our
products and impact our business, results of operations and
financial condition.
Extreme weather conditions such as droughts or flooding may
adversely affect sales of some of our products including our mowing
equipment and other agricultural equipment and related parts.
Milder winter conditions with lower snowfall accumulations can have
an adverse impact on sales of our snow removal equipment and
related parts business in the key markets we serve. In the event
unfavorable weather conditions are worsened as a result of global
climate change, our business may be adversely affected to a more
significant extent.
Our business and operations are subject to risks related to climate
change.
The long-term effects of global climate change present both
physical risks (such as extreme weather conditions or rising sea
levels) and transition risks (such as regulatory or technology
changes), which are expected to be widespread and unpredictable.
These changes could affect the availability and cost of products,
commodities and energy, which may impact our ability to procure
goods or services required for the operation of our business at the
quantities and levels we require. In addition, many of our
operations and facilities around the world are in locations that
may be impacted by the physical risks of climate change, and we
face the risk of losses incurred as a result of physical damage to
our facilities, loss or spoilage of inventory and business
interruption caused by such events. We also use natural gas, diesel
fuel, gasoline and electricity in our operations, all of which
could face increased regulation as a result of climate change or
other environmental concerns. New legal and regulatory requirements
have been, and may continue to be, implemented to address the
concern over climate change in an effort to reduce or mitigate the
effects of it, and such regulatory requirements dealing with the
environmental aspects of the products
we manufacture could result in significant expenditures in
designing and manufacturing new forms of equipment that satisfy
such requirements. We cannot currently predict the specific terms
of any new climate change legislation or regulation, but any such
new legislation or regulation may have a material adverse impact on
our business, results of operations, or financial
condition.
If we do not retain key personnel and attract and retain other
highly skilled employees, our business may suffer.
Our continued success will depend on, among other things, the
efforts and skills of our executive officers, including our
president and chief executive officer, and our ability to attract
and retain additional highly qualified managerial, technical,
manufacturing, and sales and marketing personnel. We do not
maintain “key man” life insurance for any of our employees, and all
of our senior management are employed at will. We cannot assure you
that we will be able to attract and hire suitable replacements for
any of our key employees. We believe the loss of a key executive
officer or other key employee could have an adverse effect on our
business, results of operations, and financial
condition.
Skilled labor shortages or our ability to retain qualified
employees could adversely affect our operations.
In 2021, we experienced labor constraints that negatively impacted
our business. Shortages of skilled labor, such as welders and
machine operators, are ongoing and could negatively affect our
production capabilities or lead to production inefficiencies, which
could materially impact our financial results. Our failure to
attract or retain qualified employees could also have an adverse
effect on our business, results of operations, and financial
condition.
Increasingly stringent engine emission regulations could impact our
ability to sell certain of our products into the market and
appropriately price certain of our products, which could negatively
affect our competitive position and financial results.
The products we manufacture or sell, particularly engines, are
subject to increasingly stringent environmental emission
regulations. For instance, the EPA has adopted increasingly
stringent engine emission regulations, including Tier 4 emission
requirements applicable to diesel engines in specified horsepower
ranges that are used in some of our products. Requirements have
expanded to additional horsepower categories and, accordingly,
apply to more of the products we sell. Our ability to meet the Tier
4 requirements is subject to many variables, some of which are
beyond our direct control. If we fail to meet the Tier 4
requirements and any other EPA emission standards that are
currently in place or that may be introduced in the future, our
ability to sell our products into the market may be limited, which
could have a material adverse effect on our competitive position
and financial results.
We are subject to environmental, health and safety and employment
laws and regulations and related compliance expenditures and
liabilities.
Like other manufacturers, the Company is subject to a broad range
of federal, state, local and foreign laws and requirements,
including those concerning air emissions, discharges into
waterways, and the generation, handling, storage, transportation,
treatment and disposal of hazardous substances and waste materials,
as well as the remediation of contamination associated with
releases of hazardous substances at the Company’s facilities and
offsite disposal locations, workplace safety and equal employment
opportunities. These laws and regulations are constantly changing,
and it is impossible to predict with accuracy the effect that
changes to such laws and regulations may have on the Company in the
future. Like other industrial concerns, the Company’s manufacturing
operations entail the risk of noncompliance, and there can be no
assurance that the Company will not incur material costs or other
liabilities as a result thereof.
Changes in environmental laws or new laws relating to the emission
of greenhouse gases ("GHG") or the emission of other gases may
cause us to make additional investment in new product designs or
could increase our environmental compliance expenditures. The
regulation of GHG emissions could result in other additional costs
to the Company in the form of tax or emissions allowances, facility
improvement costs, and higher input costs. Increased input costs
and other costs associated with GHG emissions regulation and
related compliance may also negatively impact customer demand.
Because the timing and extent of GHG emission regulations or
climate change regulations are unknown at this time, we are unable
to predict the impact this may have on our overall
business.
The Company is subject to various other federal, state, and local
laws affecting its business, as well as a variety of regulations
relating to such matters as working conditions, equal employment
opportunities, and product safety. A variety of state laws regulate
the Company’s contractual relationships with its dealers, some of
which impose restrictive standards on the relationship between the
Company and its dealers, including events of default, grounds for
termination, non-renewal of dealer contracts, and equipment
repurchase requirements.
We are subject on an ongoing basis to the risk of product liability
claims and other litigation arising in the ordinary course of
business.
Like other manufacturers, we are subject to various claims,
including product liability claims, arising in the ordinary course
of business, and we are a party to various legal proceedings that
constitute routine litigation incidental to our business. We may be
exposed to product liability claims in the event that the use of
our products results, or is alleged to result, in bodily injury,
property damage, or both. We cannot assure you that we will not
experience any material product liability losses in the future or
that we will not incur significant costs to defend the Company
against such claims. We cannot assure you that our product
liability insurance coverage will be adequate for any liabilities
that may ultimately be incurred or that it will continue to be
available on terms acceptable to us. A successful claim brought
against us in excess of available insurance coverage or a
requirement to participate in a product recall may have a
materially adverse effect on our business.
If we are unable to comply with the terms of our credit
arrangements, especially the financial covenants, our credit
arrangements could be terminated.
We cannot assure you that we will be able to comply with all of the
terms of our credit arrangements, especially the financial
covenants. Our ability to comply with such terms depends on the
success of our business and our operating results. Various risks,
uncertainties, and events beyond our control could affect our
ability to comply with the terms of our credit arrangements. If we
were out of compliance with any covenant required by our credit
arrangements following any applicable cure periods, the banks could
terminate their commitments unless we could negotiate a covenant
waiver. The banks could condition such waiver on amendments to the
terms of our credit arrangements that may be unfavorable to us,
including a potential increase to the interest rate we currently
pay on outstanding debt under our credit arrangements, which could
adversely affect our operating results.
Fluctuations in currency exchange rates may adversely affect our
financial results.
Our earnings are affected by fluctuations in the value of the U.S.
dollar as compared to foreign currencies, predominantly in European
countries, Canada and Australia, as a result of the sale of our
products in international markets. While we do enter into foreign
exchange contracts to protect against such fluctuations to an
extent (primarily in the U.K. market), we cannot assure you that we
will be able to effectively manage these risks. Significant
long-term fluctuations in relative currency values, such as a
devaluation of the Euro against the U.S. dollar, could have an
adverse effect on our future results of operations or financial
condition.
Changes concerning the availability of the London Interbank Offered
Rate ("LIBOR") may have a negative impact on our
business.
Current interest rates on borrowings under our credit facility are
variable and include the use of the London Interbank Offered Rate
(“LIBOR”). In 2017, the U.K. Financial Conduct Authority announced
that it intends to phase out LIBOR by the end of 2021. In addition,
other regulators have suggested reforming or replacing other
benchmark rates. Although the publication of certain USD LIBOR for
key tenors have been extended through June 30, 2023, to allow
certain legacy LIBOR-indexed contracts to mature without
disruption, there is no certainty as to the outcome of such
extension. The discontinuation, reform, or replacement of LIBOR,
including with the Secured Overnight Financing Rate identified by
the Alternative Reference Rate Committee as the alternative
reference rate for US dollar LIBOR, or any other benchmark rates,
may result in fluctuating interest rates that may have a negative
impact on our interest expense and our profitability.
Risks related to investing in our common stock
Because the price of our common stock may fluctuate significantly,
it may be difficult for you to resell our common stock when desired
or at attractive prices.
The trading price of our common stock has and may continue to
fluctuate. The closing prices of our common stock on the New York
Stock Exchange during 2021 ranged from $136.01 to $164.81 per
share, and during 2020 from $75.21 to $143.15 per share. Our stock
price may fluctuate in response to the risk factors set forth
herein and to a number of events and factors, such as quarterly
variations in operating and financial results, litigation, changes
in financial estimates and recommendations by securities analysts,
the operating and stock performance of other companies that
investors may deem comparable to us, news reports relating to us or
trends in our industry or general economic conditions. The stock
price volatility and trading volume may make it difficult for you
to resell your shares of our common stock when desired or at
attractive prices.
You may experience dilution of your ownership interests due to the
future issuance of additional shares of our common
stock.
We may issue shares of our previously authorized and unissued
securities, which will result in the dilution of the ownership
interests of our present stockholders. We are currently authorized
to issue 20,000,000 shares of common stock. On December 31,
2021, 11,927,452 shares of our common stock were issued and
outstanding, and there were outstanding options and restricted
stock awards totaling an additional 170,226 shares of our common
stock. We also have additional shares available for grant under our
2015 Incentive Stock Option Plan and our 2019 Equity Incentive
Plan. Additional stock option or other compensation plans or
amendments to existing plans for employees and directors may be
adopted. Issuance of these shares of common stock may dilute the
ownership interests of our then existing stockholders. We may also
issue additional shares of our common stock in connection with the
hiring of personnel, future acquisitions, such as the 1,700,000
shares issued as consideration for the acquisition of
Bush Hog
in 2009, future private placements of our securities for capital
raising purposes, or for other business purposes. This would
further dilute the interests of our existing
stockholders.
There is no assurance that we will continue declaring dividends or
have the available cash to make dividend payments.
On January 3, 2022, the Board of Directors of the Company
increased its quarterly dividend from $0.14 per share to $0.18 per
share. Although we have paid a cash dividend in each quarter since
becoming a public company in 1993, there can be no assurance that
we will continue to declare dividends or that funds will continue
to be available for this purpose in the future. The declaration and
payment of dividends are restricted by the terms of our credit
facility, are subject to the discretion of our Board of Directors,
are not cumulative, and will depend upon our profitability,
financial condition, capital needs, future prospects, and other
factors deemed relevant by our Board of Directors.
Provisions of our corporate documents may have anti-takeover
effects that could prevent a change in control.
Provisions of our charter, bylaws and Delaware law could make it
more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. These provisions include
prohibiting stockholders from calling stockholder meetings and
prohibiting stockholder actions by written consent. Our Certificate
of Incorporation and Bylaws state that any amendment to certain
provisions, including those provisions regarding limitations on
action by written consent discussed above, be approved by the
holders of at least two-thirds of our common stock. We are also
afforded the protections of Section 203 of the Delaware General
Corporation Law, which would prevent us from engaging in a business
combination with a person who becomes a 15% or greater stockholder
for a period of three years from the date such person acquired such
status unless certain board or stockholder approvals were
obtained.
Future sales, or the possibility of future sales, of a substantial
amount of our common stock may depress the price of the shares of
our common stock.
Future sales, or the availability for sale in the public market, of
substantial amounts of our common stock could adversely affect the
prevailing market price of our common stock and could impair our
ability to raise capital through future sales of equity securities.
If we or our existing stockholders sell substantial amounts of our
common stock in the public market, or if there is a perception that
these sales may occur, the market price of our common stock could
decline.
Certain stockholders own a significant amount of our common stock,
and their interests may conflict with those of our other
stockholders.
As of December 31, 2021, six investors - BlackRock, Inc.,
Henry Crown and Company, Dimensional Fund Advisors LP, T. Rowe
Price Associates, Inc., Victory Capital Management Inc., and The
Vanguard Group - beneficially owned approximately 49% of our
outstanding common stock. As a result, the major stockholders
combined could be able to significantly influence the direction of
the Company, the election of our Board of Directors, and the
outcome of any other matter requiring stockholder approval,
including mergers, consolidations and the sale of all or
substantially all of our assets, and together with other
beneficially owned investors, to prevent or cause a change in
control of the Company. Also, pursuant to contractual obligations,
affiliates of Henry Crown and Company were entitled to certain
rights with respect to the registration of the common stock owned
by them under the Securities Act. Pursuant
to such registration rights, on March 12, 2012, we filed a
registration statement related to the common stock owned by such
entities and such registration statement was declared effective by
the SEC. The interests of the major stockholders may conflict with
the interests of our other stockholders.
Item 1B. Unresolved Staff Comments
The Company has no unresolved staff comments to report pursuant to
Item 1B.
Item 2. Properties
As of December 31, 2021, the Company utilized twenty-nine
principal manufacturing plants with sixteen located in the United
States, eight in Europe, three in Canada, one in Brazil, and one in
Australia. The facilities are listed below:
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Facility
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Square
Footage
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Principal Types of Products
Manufactured And Assembled
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Winn, Michigan* |
1,100,000 |
|
Owned |
Tree chippers, Grinders, Brush Cutters, Debarkers, Utility Loaders
for
Morbark
and
Boxer
|
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Selma, Alabama* |
769,000 |
|
Owned |
Mechanical Rotary Mowers, Finishing Mowers, Zero Turn Radius
Mowers, Backhoes, Front-End Loaders for
Bush Hog
|
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New Philadelphia, Ohio* |
430,000 |
|
Owned |
Telescopic Excavators for
Gradall
and Vacuum Trucks for
VacAll
|
|
Wooster, Ohio* |
400,000 |
|
Leased |
Stump Cutters, Aerial Trimmers, Mulchers, Crawler Trucks for
Rayco
and
Denis Cimaf
|
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Gibson City, Illinois* |
275,000 |
|
Owned |
Mechanical Mowers, Blades, Post Hole Diggers, Deep Tillage
Equipment, front-end loaders, backhoes, and other implements
for
Rhino,
Bush
Hog
and OEMs
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Seguin, Texas* |
230,000 |
|
Owned |
Hydraulic and Mechanical Rotary and Flail Mowers, Sickle-Bar
Mowers, and Boom-Mounted Equipment for
Alamo Industrial
|
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Indianola, Iowa* |
200,000 |
|
Owned |
Distribution and Manufacturing of Aftermarket Farm Equipment
Replacement and Wear Parts for
Herschel/Valu-Bilt
|
|
Richmond, Virginia* |
197,000 |
|
Leased |
Leaf Collection Equipment and Replacement Brooms for Street
Sweepers for
ODB
|
|
Neuville, France* |
195,000 |
|
Owned |
Hydraulic and Mechanical Boom-Mounted Hedge and Grass Cutters
for
Rousseau
and
SMA
|
|
Mukwonago, Wisconsin* |
171,000 |
|
Owned |
Truck-Mounted Vacuum Trucks for
Super Products
|
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Ludlow, England* |
160,000 |
|
Owned |
Hydraulic Boom-Mounted Hedge and Grass Cutters and other Equipment
for
McConnel
and
Twose
|
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Salford Priors, England* |
157,000 |
|
Owned |
Tractor-Mounted Power Arm Flails and other Equipment for
Bomford
and
Twose
and
Spearhead
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Sao Joao da Boa Vista, Brazil* |
138,000 |
|
Owned |
Agriculture Mowing Equipment and other Attachments for
Santa Izabel
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Huntsville, Alabama* |
135,000 |
|
Owned |
Air and Mechanical Sweeping Equipment for
Schwarze
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New Berlin, Wisconsin* |
120,000 |
|
Owned |
Municipal Snow Removal and Ice Control Equipment for
Wausau
|
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Middelburg, the Netherlands* |
110,000 |
|
Owned |
Boom Mowers and Stump Grinders for
Dutch Power
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Englefeld, Saskatchewan, Canada* |
105,000 |
|
Owned |
Mechanical Rotary Mowers, Snow Blowers, and Rock Removal Equipment
for
Schulte
|
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St. Valerien, Quebec, Canada* |
100,000 |
|
Owned |
Snow and Ice Removal Equipment for
Tenco
|
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Daumeray, France* |
100,000 |
|
Owned |
Vacuum Trucks, High Pressure Cleaning Systems and Trenchers
for
Rivard
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Leavenworth, Kansas* |
72,000 |
|
Owned |
Snow Plows and Heavy-Duty Snow Removal Equipment for
Henke
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Giessen, the Netherlands* |
70,000 |
|
Owned |
Aquatic Harvesting Boats and Remote Control Mowing Equipment
for
Alamo Group The Netherlands
|
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Sioux Falls, South Dakota* |
66,000 |
|
Owned |
Hydraulic and Mechanical Mowing Equipment for
Tiger
|
|
Hopkinton, New Hampshire* |
55,000 |
|
Owned |
Distributor of Public Works and Runway Maintenance Products
for
H.P. Fairfield
|
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Skowhegan, Maine* |
47,000 |
|
Owned |
Distributor of Public Works and Runway Maintenance Products
for
H.P. Fairfield
|
|
Kent, Washington* |
43,000 |
|
Owned |
Truck-Mounted Sweeping Equipment for the contractor market
branded
NiteHawk
|
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Ayer's Cliff, Quebec, Canada* |
41,000 |
|
Owned |
Municipal Snow Removal and Ice Control Equipment for
Everest
|
|
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|
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Suffolk, England* |
35,000 |
|
Leased |
Commercial wood chippers and other forestry equipment for
Timberwolf
|
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Peschadoires, France* |
22,000 |
|
Owned |
Replacement Parts for Blades, Knives and Shackles for
Forges Gorce
|
|
Oakey, Australia* |
18,000 |
|
Leased |
Agriculture Mowing Equipment and other Attachments for
Fieldquip
|
|
Matao, Brazil |
12,000 |
|
Owned
|
Agriculture Mowing Equipment and other Attachments for
Herder
|
|
Installation & Rental Facilities, Warehouses &
Sales |
585,000 |
|
Leased / Owned |
Services Parts Distribution, Installation Facilities and Sales and
After Market Office |
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Offices, Seguin, Texas |
21,000 |
|
Owned |
Corporate Office |
|
Total |
6,179,000 |
|
80% |
|
|
* Principal manufacturing
plants
Approximately
80% of the manufacturing, warehouse and office space is owned. The
Company considers each of these facilities to be well maintained,
in good operating condition and adequate for its present level of
operations. Our Chartres, France location which was listed for
sale, was sold in February of 2021. In the fourth quarter of 2020,
the Company announced the future closure of
Dutch Power's
facility in Enschede, The Netherlands. The facility was
subsequently sold in April of 2021.
Item 3. Legal Proceedings
The Company is subject to various legal actions which have arisen
in the ordinary course of its business. The most prevalent of such
actions relate to product liability, which is generally covered by
insurance after various self-insured retention amounts. While
amounts claimed might be substantial and the ultimate liability
with respect to such litigation cannot be determined at this time,
the Company believes that the ultimate outcome of these matters
will not have a material adverse effect on the Company’s
consolidated financial position or results of operations; however,
the ultimate resolution cannot be determined at this
time.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
The Company’s common stock trades on the New York Stock Exchange
under the symbol: ALG. On February 18, 2022, there were
11,934,602 shares of common stock outstanding, held by
approximately 84 holders of record, but the total number of
beneficial owners of the Company’s common stock exceeds this
number. On February 18, 2022, the closing price of the common
stock on the New York Stock Exchange was $136.62 per
share.
On January 3, 2022, the Board of Directors of the Company
declared a quarterly dividend of $0.18 per share which was paid on
February 1, 2022 to holders of record as of January 18,
2022. The Company expects to continue its policy of paying regular
cash dividends, although there is no assurance as to future
dividends as they depend on future earnings, capital requirements
and financial condition. In addition, the payment of dividends is
subject to restrictions under the Company’s bank revolving credit
agreement. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources” in
Item
7
of Part II of this Annual Report on Form 10-K
for a further description of the bank revolving credit
agreement.
Information relating to compensation plans under which equity
securities of the Company are authorized for issuance is set forth
in Part III,
Item
12
of this Annual Report on Form 10-K.
Stock Price Performance Graph
The information contained in this Stock Performance Graph section
shall not be deemed to be “soliciting material” or “filed” with the
SEC or subject to the liabilities of Section 18 of the Exchange
Act, except to the extent that Alamo Group Inc. specifically
incorporates it by reference into a document filed under the
Securities Act or the Exchange Act.
The following graph and table set forth the cumulative total return
to the Company's stockholders of our Common Stock during a
five-year period ended December 31, 2021, as well as the
performance of an overall stock market index (the S&P SmallCap
600 Index) and the Company's selected peer group index (the Russell
2000 Index).
The Company believes a representative industry peer group of
companies with a similar business segment profile does not exist.
The SEC has indicated that companies may use a base other than
industry or line of business for determining its peer group index,
such as an index of companies with similar market capitalization.
Accordingly, the Company has selected the Russell 2000 Index, a
widely used small market capitalization index, to use as a
representative peer group.
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*$100 invested on 12/31/16 in stock or index, including
reinvestment of dividends.
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Fiscal year ending December 31. |
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Copyright© 2022 Standard & Poor's, a division of S&P
Global. All rights reserved.
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Copyright© 2022 Russell Investment Group. All rights
reserved.
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12/16 |
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12/17 |
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12/18 |
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12/19 |
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12/20 |
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12/21 |
Alamo Group Inc. |
|
100.00 |
|
149.01 |
|
102.53 |
|
167.31 |
|
184.72 |
|
197.82 |
S&P SmallCap 600
|
|
100.00 |
|
113.23 |
|
103.63 |
|
127.24 |
|
141.60 |
|
179.58 |
Russell 2000
|
|
100.00 |
|
114.65 |
|
102.02 |
|
128.06 |
|
153.62 |
|
176.39 |
Purchase of Equity Securities
Due to the COVID-19 pandemic, in April of 2020, the Company
announced that it had temporarily suspended its share repurchase
program for the year.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial
Condition
and Results of Operations
Outlook
This report
contains forward-looking statements that are based on Alamo Group’s
current expectations. Actual results in future periods may
differ materially from those expressed or implied because of a
number of risks and uncertainties which are discussed below and in
the Forward-Looking Information section beginning on page
14.
While we experienced strong demand in our markets and across our
full range of products in 2021, we were confronted with the direct
and indirect consequences of the COVID-19 pandemic which remained
ongoing throughout the year. At various times during the year,
employee sickness and quarantining requirements created operational
disruptions at several of our manufacturing facilities, leading to
delayed shipments of our products, plant inefficiencies, and higher
labor costs. We were also negatively impacted by significant input
cost inflation, supply chain disruptions, and labor shortages, all
of which continued throughout the year. We believe these negative
forces will persist, at least for the first half of
2022.
Our record backlog level at the end of 2021 provides us with some
confidence and visibility for 2022, but we remain concerned about
the ongoing negative effects of the pandemic. During the first few
weeks of 2022, we experienced an increase in employee absences due
to illness and quarantining, and we continue to struggle with
inflationary pressures, supply chain issues and labor shortages. We
are hopeful that these negative influences will moderate during the
course of the year, but it is hard to determine the extent to which
these issues will continue with the information we currently have
available to us. The extent of the pandemic’s effect on our
operational and financial performance will depend in large part on
future developments, which cannot be predicted with confidence at
this time. Future developments include the duration, scope and
severity of the pandemic, the actions taken to contain or mitigate
its impact, the impact on governmental programs and budgets, the
development of treatments or vaccines, the contagiousness and
severity of Coronavirus variants, including Delta and Omicron, and
the resumption of widespread economic activity. Due to the inherent
uncertainty of the unprecedented and rapidly evolving situation, we
are unable to predict with any confidence the likely impact of the
COVID-19 pandemic on our future operations. Of course, we may also
be negatively affected by several other unanticipated factors, such
as a weakness in the overall economy; significant changes in
currency exchange rates; further changes in trade or tax policy;
increased levels of government regulation; weakness in the
end-markets we serve; acquisition integration issues; budget
constraints or revenue shortfalls in governmental entities; and
other risks and uncertainties as described in “Risk
Factors.”
2021 Performance
In 2021, the Company's net sales increased by 14.7% and net income
increased by 38.8% compared to 2020. The increase in both net sales
and net income was primarily due to a strong recovery in customer
demand for our products compared to the prior year where demand for
our products was materially impacted as a result of the onset of
the COVID-19 pandemic. Partially offsetting the increases in net
sales and net income in 2021 were the ongoing negative effects
associated with the pandemic, including supply chain disruptions,
labor shortages, inflationary pressures, and logistics
issues.
The Company's Vegetation Management Division experienced a 24.1%
increase in sales for the full year of 2021 compared to a full year
of 2020. The increase in sales was primarily attributable to
improved sales of forestry and tree care products and agricultural
mowing products, along with solid contributions from the U.K.,
Europe, Brazil and Australia operations. The Division's new orders
and backlog improved in all product lines, though cases of COVID-19
in certain facilities caused some operational disruptions during
the first half of 2021. Negatively impacting this Division were
higher input costs and supply chain disruptions which affected
manufacturing efficiencies. Notwithstanding these challenges, the
Division's income from operations for the full year of 2021
recorded a 69.2% improvement compared to the full year of
2020.
The Company's Industrial Equipment Division sales were up 2.5% for
the full year of 2021 compared to a full year of 2020. The increase
in sales was led by excavation/vacuum trucks and sweeper/debris
collection offset by soft demand for our Snow Removal product line.
The Division's income from operations for the full year of 2021 was
down 21.0% compared to the full year of 2020. Negatively affecting
this Division's sales and income for operations were the effects of
the ongoing COVID-19 pandemic which included higher input costs,
supply chain disruptions and labor shortages and related affected
manufacturing efficiencies. While the Industrial Division
experienced ongoing strong market conditions for most of its
product categories, the supply chain and inflation cost impacts on
this division were more significant than those experienced by our
Vegetation Management Division in 2021. In addition, sales of snow
removal products were lower in 2021 as compared to 2020 and the
snow product group had both higher warranty costs with more
significant impacts from steel price increases that could not be
passed on to their government customers. New orders and backlog
improved in all product groups for the full year 2021.
Consolidated income from operations was $116.9 million for the full
year of 2021, which included a $1.1 million charge for acceleration
of stock grants for our former CEO, compared to $94.8 million,
which included $4.8 million of an inventory step-up expense related
to the Morbark acquisition. The Company's backlog increased 126.2%
to $800.8 million at the end of 2021 versus the backlog of $354.1
million at the end of 2020. The increase in the Company's backlog
was primarily attributable to improved market conditions and an
increase in customer demand for our products in both Divisions as
outlined above.
The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the notes
thereto included elsewhere in this Annual Report on Form
10-K.
The following tables set forth, for the periods indicated, certain
financial data:
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Fiscal Year Ended December 31, |
Net sales (data in thousands): |
|
2021 |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
Vegetation Management |
|
$ |
812,676 |
|
|
$ |
654,630 |
|
|
$ |
502,194 |
|
Industrial Equipment |
|
521,547 |
|
|
508,836 |
|
|
616,944 |
|
|
|
|
|
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Total net sales |
|
$ |
1,334,223 |
|
|
$ |
1,163,466 |
|
|
$ |
1,119,138 |
|
|
|
|
|
|
|
|
Cost and profit margins, as percentages of net sales: |
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|
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|
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Cost of sales |
|
74.9 |
% |
|
74.8 |
% |
|
75.6 |
% |
Gross profit |
|
25.1 |
% |
|
25.2 |
% |
|
24.4 |
% |
Selling, general, administrative, and amortization
expenses |
|
16.3 |
% |
|
17.1 |
% |
|
16.0 |
% |
Income from operations |
|
8.8 |
% |
|
8.1 |
% |
|
8.5 |
% |
Income before income taxes |
|
8.2 |
% |
|
6.9 |
% |
|
7.6 |
% |
Net income |
|
6.0 |
% |
|
5.0 |
% |
|
5.6 |
% |
Results of Operations
Fiscal 2021 compared to Fiscal 2020
The Company’s net sales in the fiscal year ended December 31,
2021 (“2021”) were $1,334.2 million, an increase of
$170.7 million or 14.7% compared to $1,163.5 million for
the fiscal year ended December 31, 2020 (“2020”). The increase
in sales was attributable to the continued strong recovery in
customer demand for our products in both the Vegetation Management
and the Industrial Equipment Divisions. Negatively affecting sales
in 2020 was the onset of the COVID-19 pandemic which materially
impacted global demand for the Company's products and overall
Company financial performance.
Net Vegetation Management sales were $812.7 million in 2021
compared to $654.6 million in 2020, an increase of
$158.1 million or 24.1%, coming from improved sales in the
forestry/tree care and agricultural mowing units along with solid
contributions from the U.K., Europe, Brazil and Australia
operations. Sales in
this Division were negatively impacted by operational and supply
chain disruptions and logistics issues due to the
pandemic.
Net Industrial Equipment sales were $521.5 million in 2021
compared to $508.8 million in 2020, representing an increase
of $12.7 million or 2.5%. The increase primarily resulted from
higher customer demand for excavation/vacuum truck products and to
a lesser extent the sweeper/debris collection products, offset by
softer demand for snow removal equipment. Negatively affecting this
Division were delays in truck chassis deliveries due to ongoing
computer chip shortages as well as other supply chain constraints
and operational disruptions due to the pandemic.
Gross profit for 2021 was $334.5 million (25.1% of net sales)
compared to $293.7 million (25.2% of net sales) in 2020, an
increase of $40.8 million. The increase in gross profit was
primarily attributable to higher sales volume in 2021 as well as
pricing increases that were implemented over the course of the
year. This was offset by inflationary pressures, mainly from steel,
along with higher costs relating to delivery of component parts,
such as airfreighting charges to meet customer deliveries, which
also had a negative effect on gross margin percentage for the full
year of 2021. Negatively affecting the gross margin and gross
margin percentage during for the full year of 2020 was a $4.8
million charge on sales of inventory that had been previously
stepped-up related to the
Morbark
acquisition.
Selling, general and administrative expenses (“SG&A”) were
$202.9 million (15.2% of net sales) in 2021 compared to
$184.2 million (15.8% of net sales) in 2020, an increase of
$18.7 million. The full year of 2021 included higher
administrative and marketing expenses as the Company returned to
pre-pandemic expense levels. Amortization expense in 2021 was
$14.6 million compared to $14.7 million in 2020, a
decrease of $0.1 million.
Interest expense for 2021 was $10.5 million compared to
$15.8 million in 2020, a decrease of $5.3 million or
33.5%. The decrease in interest expense in 2021 primarily came from
a decrease in interest rates, and to a lesser extent, reduced
borrowing levels.
Other income (expense), net was income of $1.9 million during
2021 compared to expense of $0.6 million in 2020. The income
in 2021 was primarily from changes in exchange rates and the sale
of a facility in the Netherlands and the expense in 2020 was
primarily the result of changes in exchange rates offset by the
gain on the sale of two properties, one in the U.S. and one in
Canada.
Provision for income taxes was $29.3 million (26.7% of income
before income taxes) for 2021 compared to $22.0 million (27.5%
of income before income taxes) in 2020.
Net income for 2021 was $80.2 million compared to
$57.8 million in 2020, with the increase in 2021 net income
resulting from the factors described above.
Fiscal 2020 compared to Fiscal 2019
The Company’s net sales in the fiscal year ended December 31, 2020
(“2020”) were $1,163.5 million, an increase of
$44.4 million or 4.0% compared to $1,119.1 million for
the fiscal year ended December 31, 2019 (“2019”). The increase was
attributable to the acquisitions of
Morbark
and
Dutch Power,
which year over year contributed net sales of $160.5 million.
Negatively affecting sales in 2020, was the onset of the COVID-19
pandemic which began to negatively affect the Company's operations
and customer demand late in the first quarter of 2020.
Net Vegetation Management sales were $654.6 million in 2020
compared to $502.2 million in 2019, an increase of
$152.4 million or 30.4%, mainly coming from the acquisitions
of
Dutch Power
and
Morbark
mentioned above and improved sales of agricultural mowing as demand
for those products in 2020 outpaced demand in 2019. This was offset
by the impacts from the COVID-19 pandemic that began to materially
affect the Division late in the first quarter of 2020. This
included temporary plant closures in the U.S., France and Canada
along with other operational disruptions throughout our global
markets resulting from health concerns and governmental directives,
reduced governmental spending, lower customer demand, and customer
delivery restrictions, among other things.
Net Industrial Machinery sales were $508.8 million in 2020
compared to $616.9 million in 2019, representing a decrease of
$108.1 million or 17.5%. The COVID-19 pandemic materially
impacted all product lines in this Division, which resulted in
significantly lower sales during 2020. This Division also
had
several operational disruptions throughout 2020 including temporary
plant closures and delays in customer deliveries.
Gross profit for 2020 was $293.7 million (25.2% of net sales)
compared to $273.5 million (24.4% of net sales) in 2019, an
increase of $20.2 million. The increase in gross profit mainly
came from the acquisitions of
Dutch Power
and
Morbark.
Gross margin percentage improved year over year primarily due to a
favorable mix of parts sales and pricing actions which more than
offset the negative impact of higher steel prices and lower factory
utilization. Also negatively affecting the gross margin and gross
margin percentage of 2020 were $4.8 million of charges on sales of
inventory that had been previously stepped-up related to the
Morbark
acquisition.
Selling, general and administrative expenses (“SG&A”) were
$184.2 million (15.8% of net sales) in 2020 compared to
$172.9 million (15.5% of net sales) in 2019, an increase of
$11.3 million.
Morbark
and
Dutch Power
accounted for $23.6 million of net additional SG&A expense in
2020 offset by $12.3 million in expense savings related to the
COVID-19 pandemic. 2019 included $1.9 million of acquisition
expenses related to the
Morbark
and
Dutch Power.
Amortization expense in 2020 was $14.7 million compared to
$5.7 million in 2019, an increase of $9.0 million. The
increased amortization expense in 2020 was primarily due to the
acquisitions of
Morbark
and
Dutch Power.
Interest expense for 2020 was $15.8 million compared to
$10.7 million in 2019, an increase of $5.1 million or
47.4%. The increase in interest expense in 2020 was the result of
increased borrowings due to the
Morbark
acquisition in 2019 offset by a decrease in interest
rates.
Other income (expense), net was expense of $0.6 million during
2020 compared to expense of $0.8 million in 2019. The expense
in 2020 and the expense in 2019 were primarily the result of
changes in exchange rates.
Provision for income taxes was $22.0 million (27.5% of income
before income taxes) for 2020 compared to $21.5 million (25.4%
of income before income taxes) in 2019. The increase in the tax
rate for 2020 was due to the reversal of a FIN 48 benefit
recognized in 2019 partially offset by the benefit of the final
GILTI regulations issued in July of 2020.
Net income for 2020 was $57.8 million compared to
$63.1 million in 2019, due to the factors described
above.
Liquidity and Capital Resources
In addition to normal operating expenses, the Company has ongoing
cash requirements which are necessary to conduct the Company’s
business, including inventory purchases and capital expenditures.
The Company’s accounts receivable, inventory and accounts payable
levels, particularly in its Vegetation Management Division, build
in the first quarter and early spring and, to a lesser extent, in
the fourth quarter in anticipation of the spring and fall selling
seasons. Accounts receivable historically build in the first and
fourth quarters of each year as a result of pre-season sales and
year-round sales programs. These sales, primarily in the Vegetation
Management Division, help balance the Company’s production during
the first and fourth quarters.
As of December 31, 2021, the Company had working capital of
$419.6 million, which represents a increase of
$61.4 million from working capital of $358.2 million as
of December 31, 2020. The increase in working capital was
primarily due to sales growth and increased demand for our products
as well as increased inventory to support Company's higher backlog
levels along with increased work in process due to supply chain
constraints.
Capital expenditures were $25.3 million for 2021, compared to
$17.9 million for 2020. The increase was related to the
Company returning to a more normalized level of capital
expenditures as the Company limited new capital expenditures in
2020 in response to the COVID-19 pandemic. The Company will fund
any future expenditure from operating cash flows or through our
revolving credit facility, described below. Also contributing to
the increase in capital expenditures in 2021 was approximately $2.2
million of capital projects intended to advance the Company's
ongoing sustainability efforts. These capital projects included LED
lighting upgrades at several of our facilities, the installation of
a solar power system at one of our facilities and the replacement
of less efficient capital equipment.
Net cash provided by operating activities was $49.7 million
for 2021, compared to $184.3 million for 2020. The decrease of
cash from operating activities came primarily from volume related
increases in working capital due to higher accounts receivable and
inventory levels from sales growth. In 2021 we experienced strong
demand for our products coupled with supply chain disruptions and
material cost inflation which led to higher inventory levels.
In
2020, as a result of the COVID-19 pandemic, we focused on
reductions in accounts receivable and inventory levels which led to
a significant reduction in our debt levels.
Net cash used in investing activities was $33.4 million for
2021, compared to $14.2 million for 2020. The increase in cash
used in investing activities was primarily due to the acquisition
of
Timberwolf,
and increased purchases of Property, plant and equipment partially
offset by proceeds from the sale of an facility in the
Netherlands.
Net cash used by financing activities was $23.0 million for
2021, compared to $164.2 million for 2020. The majority of the
net cash used by financing activities in 2020 was primarily due to
the pay down of debt related to the 2019 acquisitions of
Morbark
and
Dutch Power.
The Company had $37.2 million in cash and cash equivalents
held by its foreign subsidiaries as of December 31, 2021. The
majority of these funds are at our European and Canadian
facilities. The Company will continue to repatriate European and
Canadian cash and cash equivalents in excess of amounts needed to
fund operating and investing activities, but will need to monitor
exchange rates to determine the appropriate timing of such
repatriation given the current relative strength of the U.S.
dollar. Repatriated funds will initially be used to reduce funded
debt levels under the Company's current credit facility and
subsequently used to fund working capital, capital investments and
acquisitions company-wide.
On October 24, 2019, the Company, as Borrower, and each of its
domestic subsidiaries as guarantors, entered into a Second Amended
and Restated Credit Agreement (the
Credit Agreement)
with Bank of America, N.A., as Administrative Agent. The Credit
Agreement provides the Company with the ability to request loans
and other financial obligations in an aggregate amount of up to
$650.0 million and, subject to certain conditions, the Company
has the option to request an increase in aggregate commitments of
up to an additional $200.0 million. Pursuant to the Credit
Agreement, the Company has borrowed $300.0 million pursuant to a
Term Facility repayable with interest quarterly at a percentage of
the initial principal amount of the Term Facility of 5.0% per year
with the remaining principal due in 2024. Up to $350.0 million is
available under the Credit Agreement pursuant to a Revolver
Facility which terminates in 2024. Outstanding loans under the
revolving credit facility bear interest at a variable rate
generally based on LIBOR or an alternative variable rate based on
the highest of the Bank of America prime rate, the federal funds
rate or a rate generally based on LIBOR, in each case depending on
the leverage ratio. The Agreement requires the Company to maintain
two financial covenants, a maximum leverage ratio and a minimum
asset coverage ratio. The Agreement also contains various covenants
relating to limitations on indebtedness, limitations on investments
and acquisitions, limitations on sale of properties and limitations
on liens and capital expenditures. The Agreement also contains
other customary covenants, representations and events of defaults.
The expiration date of the Term Facility and the Revolver Facility
is October 24, 2024. As of December 31, 2021,
$269.5 million was outstanding under the Credit Agreement,
$265.5 million
on the Term Facility and
$4.0 million on the Revolver Facility. On December 31,
2021, $2.4 million of the revolver capacity was committed to
irrevocable standby letters of credit issued in the ordinary course
of business as required by vendors' contracts resulting in
$255.0 million in available borrowings. The Company is in
compliance with the covenants under the Agreement.
Management believes the Agreement and the Company’s ability to
internally generate funds from operations should be sufficient to
meet the Company’s cash requirements for the foreseeable future.
However, future challenges affecting the banking industry and
credit markets in general could potentially cause changes to credit
availability, which creates a level of uncertainty.
Inflation
The Company is exposed to the risk that the price of energy, steel
and other purchased components may increase and the Company may not
be able to increase the price of its products correspondingly. If
this occurs, the Company’s results of operations would be adversely
impacted. In 2021, the Company was impacted by inflationary
pressures that significantly increased the price of steel as well
as the price of many other purchased components. These inflationary
pressures are ongoing.
New Accounting Pronouncements
As discussed in Note
2 of Notes to Consolidated Financial Statements, certain new
financial accounting pronouncements became effective January 1,
2021, or will become effective in the future. The effect on our
financial statements upon adoption of these pronouncements is
discussed in the above-referenced note.
Contractual and Other Obligations
The following table shows the Company’s approximate obligations and
commitments to make future payments under contractual obligations
as of December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment due by period |
(in thousands) |
|
|
|
Less than |
|
1-3 |
|
3-5 |
|
More than |
Contractual Obligations |
|
Total |
|
1 Year |
|
Years |
|
Years |
|
5 Years |
Long-term debt obligations |
|
$ |
269,498 |
|
|
$ |
15,000 |
|
|
$ |
254,498 |
|
|
$ |
— |
|
|
$ |
— |
|
Finance and operating lease obligations |
|
18,259 |
|
|
4,981 |
|
|
6,492 |
|
|
3,696 |
|
|
3,090 |
|
Interest obligations |
|
12 |
|
|
4 |
|
|
8 |
|
|
— |
|
|
— |
|
Purchase obligations |
|
338,017 |
|
|
338,017 |
|
|
— |
|
|
— |
|
|
— |
|
Total |
|
$ |
625,786 |
|
|
$ |
358,002 |
|
|
$ |
260,998 |
|
|
$ |
3,696 |
|
|
$ |
3,090 |
|
Definitions:
A.Long-term
debt obligation
means a principal payment obligation under long-term
borrowings.
B.Finance
lease obligation
means a principal payment obligation under a lease classified as a
finance lease.
Operating lease obligation
means a payment obligation under a lease classified as an operating
lease.
C.Interest
obligation
means interest due on long-term debt and capital lease obligations.
Interest on long-term debt assumes all floating rates of interest
remain the same as those in effect at December 31,
2021.
D.Purchase
obligation
means an agreement to purchase goods or services that is
enforceable and legally binding on the registrant that specifies
all significant terms, including: fixed or minimum quantities
to be purchased; fixed, minimum or variable price provisions; and
the approximate timing of the transactions.
Critical Accounting Estimates
Management’s Discussion and Analysis of Financial Condition and
Results of Operations are based upon our Consolidated Financial
Statements, which have been prepared in accordance with U.S.
Generally Accepted Accounting Principles (“GAAP”). The preparation
of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of
contingent assets and liabilities. Management bases its estimates
on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of
which form the basis for making judgments 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.
Critical Accounting Policies
An accounting policy is deemed to be critical if it requires an
accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, and if
different estimates that reasonably could have been used, or
changes in the accounting estimates that are reasonably likely to
occur periodically, could materially impact the financial
statements. Management believes the following critical accounting
policy reflect its more significant estimates and assumptions used
in the preparation of the Consolidated Financial Statements. For
further information on the critical accounting policies, see
Note
1
of our Notes to Consolidated Financial Statements.
Business Combinations
We account for the acquisition of a business in accordance with the
accounting standards codification guidance for business
combinations, whereby the total consideration transferred is
allocated to the assets acquired and liabilities assumed, including
amounts attributable to intangible assets based on their respective
estimated fair values as of the date of acquisition. Goodwill
represents the excess of consideration transferred over the
estimated fair value of the net assets acquired in a business
combination.
Assigning estimated fair values to the assets acquired and
liabilities assumed requires the use of significant estimates,
judgments, inputs, and assumptions regarding the fair value of
intangible assets that are separately identifiable from goodwill,
inventory step-up, and property, plant, and equipment, and are
based on available historical information, future expectations, and
assumptions determined to be reasonable but are inherently
uncertain with respect to future events, including economic
conditions, competition, the useful life of the acquired assets and
other factors. Such significant estimates, judgments, inputs, and
assumptions include, when applicable, the selection of an
appropriate valuation method depending on the nature of the
respective asset, such as the income approach, the market or sales
comparison approach, or the cost approach; estimating future cash
flows based on projected revenues and/or margins that we expect to
generate subsequent to an acquisition; applying an appropriate
discount rate to estimate the present value of those projected cash
flows we expect to generate subsequent to an acquisition; selecting
an appropriate royalty rate or estimating a customer attrition or
technological obsolescence factor where necessary and appropriate
given the nature of the respective asset; assigning the appropriate
contributory asset charge where needed; determining an appropriate
useful life and the related depreciation or amortization method for
the respective asset; and assessing the accuracy and completeness
of other historical financial metrics of the acquiree used as
standalone inputs or as the basis for determining estimated
projected inputs such as margins, customer attrition, and costs to
hold and sell product.
In determining the estimated fair value of intangible assets that
are separately identifiable from goodwill, we typically utilize the
income approach, which discounts the projected future cash flows
using an appropriate discount rate that reflects the risks
associated with the projected cash flows. However, in certain
instances, particularly in relation to developed technology or
patents, we may utilize the cost approach depending on the nature
of the respective intangible asset and the recency of the
development or procurement of such technology. In determining the
estimated fair value of acquired inventory, we typically utilize
the cost approach for raw materials and the sales comparison
approach for finished goods, work in process and component parts.
In determining the estimated fair value of acquired property,
plant, and equipment, we typically utilize the sales comparison
approach or the cost approach depending on the nature of the
respective asset and the recency of the construction or procurement
of such asset.
We may refine the estimated fair values of assets acquired and
liabilities assumed, if necessary, over a period not to exceed one
year from the date of acquisition by taking into consideration new
information that, if known at the date of acquisition, would have
affected the estimated fair values ascribed to the assets acquired
and liabilities assumed. The judgments made in determining the
estimated fair value assigned to assets acquired and liabilities
assumed, as well as the estimated useful life and depreciation or
amortization method of each asset, can materially impact the net
earnings of the periods subsequent to an acquisition through
depreciation and amortization, and in certain instances through
impairment charges, if the asset becomes impaired in the future.
During the measurement period, any purchase price allocation
changes that impact the carrying value of goodwill will affect any
measurement of goodwill impairment taken during the measurement
period, if applicable.
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk
The Company is exposed to various financial market risks. Market
risk is the potential loss arising from adverse changes in market
prices and rates. The Company does not enter into derivative or
other financial instruments for trading or speculative
purposes.
Foreign Currency Risk
International Sales
A portion of the Company’s operations consists of manufacturing and
sales activities in international jurisdictions. The Company
manufactures its products primarily in the U.S., the U.K., France,
the Netherlands, Canada, Brazil and Australia. The Company sells
its products primarily within the markets where the products are
produced, but certain of the Company’s sales from its U.K. and
Canadian operations are denominated in other currencies. As a
result, the Company’s financials, specifically the value of its
foreign assets, could be affected by factors such as changes in
foreign currency exchange rates in the U.K. and Canada or weak
economic conditions in the other markets in which the subsidiaries
of the Company distribute their products.
Exposure to Exchange Rates
The Company’s earnings are affected by fluctuations in the value of
the U.S. dollar as compared to foreign currencies, predominantly in
European countries and Canada and, to a lesser extent, Australia
and Brazil, as a result of the sale of its products in
international markets. Foreign currency forward exchange contracts
in the U.K. are used to offset the earnings effects of such
fluctuations. On December 31, 2021, the result of a uniform
10% strengthening in the value of the U.S. dollar relative to the
currencies in which the Company’s sales are denominated would have
been a decrease in gross profit of $8.9 million. Comparatively, on
December 31, 2020, the result of a uniform 10% strengthening
in the value of the dollar relative to the currencies in which the
Company’s sales are denominated would have been a decrease in gross
profit of approximately $8.2 million. This calculation assumes that
each exchange rate would change in the same direction relative to
the U.S. dollar. In addition to the direct effects of changes in
exchange rates, which are a changed dollar value of the resulting
sales, changes in exchange rates may also affect the volume of
sales or the foreign currency sales price as competitors’ products
become more or less attractive. The Company’s sensitivity analysis
of the effects of changes in foreign currency exchange rates does
not factor in a potential change in sales levels or local currency
prices. The translation adjustment during 2021 was a loss of $15.8
million. On December 31, 2021, the British pound closed at
0.7392 relative to the U.S. dollar, and the Euro closed at 0.8793
relative to the U.S. dollar. By comparison, on December 31,
2020, the British pound closed at 0.7318 relative to the U.S.
dollar, and the Euro closed at 0.8187 relative to the U.S. dollar.
No assurance can be given as to future valuation of the British
pound or Euro or how further movements in those or other currencies
could affect future earnings or the financial position of the
Company.
Interest Rate Risk
The majority of the Company’s long-term debt bears interest at
variable rates. Accordingly, the Company’s net income is affected
by changes in interest rates. Assuming the average level of
borrowings at variable rates and a two hundred basis point change
in the 2021 average interest rate under these borrowings, the
Company’s 2021 interest expense would have changed by approximately
$6.6 million. In the event of an adverse change in interest rates,
management could take actions to mitigate its exposure. Further,
this analysis does not consider the effects of the change in the
level of overall economic activity that could exist in such an
environment. However, challenges affecting the banking industry and
credit markets in general can potentially cause changes to credit
availability and cost of borrowing, which creates a level of
uncertainty.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data described in
Item
15
of this report and included on pages
49
through 81 of this report are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures.
An evaluation was carried out, under the supervision and with the
participation of the Company's management, including our President
& Chief Executive Officer and Executive Vice President &
Chief Financial Officer (Principal Financial and Accounting
Officer), of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934). Based upon the
evaluation, the President & Chief Executive Officer and
Executive Vice President & Chief Financial Officer (Principal
Financial and Accounting Officer) concluded that the Company’s
disclosure controls and procedures were effective at the end of the
period covered by this report.
Management’s Annual Report on Internal Control over Financial
Reporting.
Management’s report on the Company’s internal control over
financial reporting is included on page
45
of this Annual Report on Form 10-K and incorporated by reference
herein. The Company’s independent registered public accounting firm
has audited and issued a report on the Company’s internal control
over financial reporting which is included on page
48
of this Annual Report on Form 10-K and incorporated by reference
herein.
The effectiveness of our internal control over financial reporting
as of December 31, 2021 has been audited by KPMG LLP, an
independent registered public accounting firm, and the firm’s
report on this matter is included in Item 8 of this annual report
on Form 10-K.
Changes in Internal Controls over Financial
Reporting.
There have not been any changes in the Company's internal control
over financial reporting (as such term is defined by paragraph (d)
of Rule 13a-15 under the Securities Exchange Act) during the fourth
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over
financial reporting.
Item 9B. Other Information
(a) On February 24, 2022, the Company entered into a change in
control agreement with Michael A. Haberman. The Company entered
into similar change in control of agreements with its other
executive officers on March 6, 2020. The agreement with Mr.
Haberman is entered into in connection with Mr. Haberman's recent
appointment as the Executive Vice-President of the Company's
Industrial Equipment Division. The intent of this agreement is to
provide the executive with financial security in the event of a
change in control to facilitate a transaction which may benefit
shareholders but result in job loss to the executive. Mr. Haberman
is entitled to receive, upon termination of employment within six
months preceding or twenty-four months after a change in control of
the Company (unless such termination is because of death,
disability, for cause, or by the officer other than for "good
reason," as defined in the change in control agreement), (a) a lump
sum severance payment equal to (i) the executive officers annual
base salary in effect immediately prior to the change in control or
the date of the executive's termination (whichever is greater) plus
(ii) an amount equal to the executive’s target bonus opportunity
for the calendar year in which the change in control or the date of
the executive's termination occurs (whichever is greater)
multiplied by a benefit factor which has been set at a factor of
"2" for Mr. Haberman (the "Severance Factor"); (b) acceleration of
vesting of all time-based equity awards including restricted stock
awards (RSAs) and stock options that vest ratably over time; and
(c) reimbursement of health care insurance costs for a period of
eighteen (18) months following the executive's termination of
employment, if COBRA is elected by the executive under the
Company's group health plan. The events that trigger a
change-in-control under the agreement include (i) the acquisition
of 50% or more of our outstanding common stock by certain persons,
(ii) certain changes in the membership of the Board of Directors of
the Company, (iii) certain mergers or consolidations, and (iv) a
sale or transfer of all or substantially all of the Company’s
assets. The receipt of any and all severance payments pursuant the
change in control agreement is expressly conditioned on the
executive's execution (and non-revocation) of a release of claims
agreement. The summary is qualified in its entirety by the form of
change of control agreement attached hereto as exhibit 10.24 and
incorporated herein by reference.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
There are incorporated in this Item 10, by reference, those
portions of the Company’s definitive proxy statement for the 2022
Annual Meeting of Stockholders which appear therein under the
captions “Proposal 1 - Election of Directors,” “Nominees for
Election to the Board of Directors,” “Information Concerning
Directors,” “Meetings and Committees of the Board,” “The Audit
Committee,” and “The Nominating/Corporate Governance
Committee." See also the information under the caption
“Information About Our Executive Officers” in Part I of this
Report.
The Board of Directors has delegated certain responsibilities to
three Committees of the Board. The Committees are the Audit
Committee, Compensation Committee and Nominating/Corporate
Governance Committee. The Board of Directors has also adopted
Corporate Governance guidelines and a Code of Business Conduct and
Ethics for all employees, including the Chief Executive Officer,
Principal Financial Officer, Principal Accounting Officer and those
individuals performing similar functions.
The Committee Charters, Code of Business Conduct and Ethics, and
Corporate Governance Guidelines may be found on the Company’s
website
(www.alamo-group.com)
under the “Our Commitment” tab and are also available in printed
form at no charge by sending a request to the Corporate Secretary,
Alamo Group Inc., 1627 E. Walnut Street, Seguin, Texas 78155, which
is the principal executive office of the Company. The telephone
number is (830) 379-1480. The Company will post any amendments to
the Code of Conduct and Ethics, and any waivers that are required
to be disclosed by the rules of either the SEC or the New York
Stock Exchange, on the Company’s website.
Item 11. Executive Compensation
There are incorporated in this Item 11, by reference, those
portions of the Company’s definitive proxy statement for the 2022
Annual Meeting of Stockholders which appear therein under the
captions "Executive Compensation," “The Compensation Committee,”
“Compensation Discussion and Analysis,” "Compensation Committee
Report” and “Director Compensation during 2021.”
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
There is incorporated in this Item 12, by reference, that portion
of the Company’s definitive proxy statement for the 2022 Annual
Meeting of Stockholders which appears under the caption “Beneficial
Ownership of our Common Stock.”
Information on Alamo Group Inc.’s Equity Compensation
Plans
The following table provides information on the shares that are
available under the Company’s stock compensation plans and, in the
case of plans where stock options may be granted, the number of
shares of common stock issuable upon exercise of those stock
options. The Company currently does not have an Equity Compensation
Plan that is not approved by the Stockholders.
The numbers in the table are as of December 31, 2021, the last
day of Alamo Group Inc.’s 2021 fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
B |
|
C |
Equity Compensation
Plan Category
|
|
Number of Securities to be issued upon
exercise of outstanding
options, warrants and rights
|
|
Weighted-average exercise
price of outstanding
options, warrants and
rights
|
|
Number of Securities
that remain
available for future
issuance
under equity
compensation plans
(excluding securities
reflected in column A)
|
Plans approved by stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 Incentive Stock Option Plan |
|
19,050 |
|
$43.05 |
|
— |
2009 Equity Incentive Plan |
|
18,225 |
|
$96.21 |
|
— |
2015 Incentive Stock Option Plan |
|
68,560 |
|
$104.63 |
|
297,850 |
2019 Equity Incentive Plan |
|
64,391 |
|
$136.59 |
|
423,969 |
Plans not approved by stockholders |
|
— |
|
— |
|
— |
Total
|
|
170,226 |
|
|
|
721,819 |
Item 13. Certain Relationships, Related Transactions and Director
Independence
Information regarding certain relationships and related
transactions is set forth under the caption “Certain Relationships
and Related Transactions” in the Company’s definitive proxy
statement for the 2022 Annual Meeting of Stockholders, and such
information is incorporated by reference herein. There were no such
reportable relationships or related party transactions in the
fiscal year ended December 31, 2021.
Information regarding director independence is set forth under the
caption “Information Concerning Directors” in the Company’s
definitive proxy statement for the 2022 Annual Meeting of
Stockholders, and such information is incorporated by reference
herein.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP, San
Antonio, TX, Auditor Firm ID: 185.
Information regarding principal accountant fees and services is set
forth under the caption “Proposal 3 – Ratification of Appointment
of Independent Auditors” in the Company’s definitive proxy
statement for the 2022 Annual Meeting of Stockholders, and such
information is incorporated by reference herein.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
Financial Statement Schedules
All schedules for which a provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are
omitted because they are not required or because the required
information is included in the consolidated financial statements or
notes thereto.
Item 16. Summary
None.
Exhibits
Exhibits – The following exhibits are incorporated by reference to
the filing indicated or are included following the index to
Exhibits.
INDEX TO EXHIBITS
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|
Incorporated by Reference |
|
|
|
|
From the Following |
Exhibits |
|
Exhibit Title |
|
Documents |
3.1 |
— |
Certificate of Incorporation, as amended, of Alamo Group
Inc. |
|
Filed as Exhibit 3.1 to Form S-1, February 5, 1993 |
3.2 |
— |
Certificate of Amendment of Certificate of Incorporation of Alamo
Group Inc. |
|
|
3.3 |
— |
By-Laws of Alamo Group Inc. as amended |
|
|
4.1 |
— |
Description of Securities Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934 |
|
|
10.1 |
— |
Form of indemnification agreements with Directors of Alamo Group
Inc. |
|
|
10.2 |
— |
Form of indemnification agreements with certain executive officers
of Alamo Group Inc. |
|
|
*10.3 |
— |
401(k) Restoration Plan for Highly Compensated Employees, adopted
on December 9, 1997 |
|
|
*10.4 |
— |
First Amended and Restated 1999 Non-Qualified Stock Option Plan,
adopted by the Board of Directors on February 13, 2001 |
|
|
*10.5 |
— |
2005 Incentive Stock Option Plan, adopted by the Board of Directors
on May 4, 2005 |
|
|
*10.6 |
— |
2009 Equity Incentive Plan, adopted by the Board of Directors on
May 7, 2009 |
|
|
10.7 |
— |
Second Amended and Restated Credit Agreement, dated as of October
24, 2019, by and among Alamo Group Inc., Bank of America, N.A. as
administrative agent, Wells Fargo Bank, National Association, and
BBVA USA as co-syndication agents, and the other lenders party
thereto. |
|
|
10.8 |
— |
First Amendment to Securities Purchase Agreement, dated as of
October 22, 2019, by and among Alamo Acquisition Corporation, a
Delaware corporation, Alamo Group Inc., a Delaware corporation,
Stellex Capital Partners, LP, a Delaware limited partnership, and
in its capacity as the initial representative of the other Sellers
pursuant to Section 10.6 of the Securities Purchase
Agreement. |
|
|
*10.9 |
— |
Form of Restricted Stock Award Agreement under the 2009 Equity
Incentive Plan |
|
|
*10.10 |
— |
Form of Restricted Stock Unit Award Agreement under the 2009 Equity
Incentive Plan |
|
|
*10.11 |
— |
Form of Nonqualified Stock Option Agreement under the 2009 Equity
Incentive Plan |
|
|
*10.12 |
— |
Form of Nonqualified Stock Option Agreement under the First Amended
and Restated 1999 Nonqualified Stock Option Plan |
|
|
|
|
|
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*10.13 |
— |
Form of Stock Option Agreement under the 2005 Stock Option
Plan |
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|
10.14 |
— |
Investor Rights Agreement, dated October 22, 2009, between Alamo
Group Inc. and Bush Hog, LLC |
|
|
*10.15 |
— |
Supplemental Executive Retirement Plan |
|
|
*10.16 |
— |
Amended and Restated Executive Incentive Plan |
|
|
*10.17 |
— |
2015 Incentive Stock Option Plan, adopted by the Board of Directors
on May 7, 2015 |
|
|
*10.18 |
— |
Alamo Group Inc. 2019 Equity Incentive Plan |
|
|
*10.19 |
— |
Form of Restricted Stock Award Agreement under the Alamo Group Inc.
2019 Equity Incentive Plan |
|
|
*10.20 |
— |
Form of Restricted Stock Unit Agreement under the Alamo Group Inc.
2019 Equity Incentive Plan |
|
|
*10.21 |
— |
Form of Performance Share Unit Agreement under the Alamo Group Inc.
2019 Equity Incentive Plan |
|
|
10.22 |
— |
Form of Executive Change in Control Agreement |
|
|
10.23 |
— |
Amendment to Executive Change in Control Agreement |
|
|
10.24 |
— |
Executive Change in Control Agreement by and between Alamo Group
Inc. and Michael A. Haberman |
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18.1 |
— |
Lifo Preferability Letter |
|
|
21.1 |
— |
Subsidiaries of the Registrant |
|
|
23.1 |
— |
Consent of KPMG LLP |
|
|
31.1 |
— |
Certification by Jeffery A. Leonard under Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
31.2 |
— |
Certification by Richard J. Wehrle under Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
32.1 |
— |
Certification by Jeffery A. Leonard under Section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
32.2 |
— |
Certification by Richard J. Wehrle under Section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
101.INS |
— |
XBRL Instance Document |
|
Filed Herewith |
101.SCH |
— |
XBRL Taxonomy Extension Schema Document |
|
Filed Herewith |
101.CAL |
— |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
Filed Herewith |
101.LAB |
— |
XBRL Taxonomy Extension Label Linkbase Document |
|
Filed Herewith |
101.PRE |
— |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
Filed Herewith |
101.DEF |
— |
XBRL Taxonomy Extension Definition Linkbase Document |
|
Filed Herewith |
104 |
— |
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
|
Filed Herewith |
________________________________________________________________________________________________________________________
*Compensatory Plan
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.
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|
ALAMO GROUP INC. |
Date: |
February 24, 2022 |
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/s/ Jeffery A. Leonard |
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Jeffery A. Leonard |
|
|
President & 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 their capacities and on the 24th
day of February, 2022.
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Signature |
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Title |
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/s/RODERICK
R. BATY
Roderick R. Baty
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Chairman of the Board & Director |
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/s/JEFFERY
A. LEONARD
Jeffery A. Leonard
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President & Chief Executive Officer
(Principal Executive Officer) |
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|
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/s/RICHARD
J. WEHRLE
Richard J. Wehrle
|
|
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Executive Vice President & Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer) |
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/s/ROBERT
P. BAUER
Robert P. Bauer
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Director |
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/s/ERIC
P. ETCHART
Eric P. Etchart
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Director |
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/s/NINA C. GROOMS
Nina C. Grooms
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Director |
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/s/TRACY C. JOKINEN
Tracy C. Jokinen
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Director |
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/s/RICHARD W. PAROD
Richard W. Parod
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Director |
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/s/RONALD A. ROBINSON
Ronald A. Robinson
|
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Director |
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|
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/s/LORIE L. TEKORIUS
Lorie L. Tekorius
|
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Director |
|
Report of Management on Internal Control over Financial
Reporting
The Company’s management is responsible for establishing and
maintaining adequate internal control over financial reporting, as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934. The Company’s internal control
over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with U.S. Generally Accepted Accounting
Principles.
Because of its inherent limitations, internal controls over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the
Company’s internal control over financial reporting as of
December 31, 2021 using the criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based
on this assessment, the Company’s management concludes that, as of
December 31, 2021, the Company’s internal controls over
financial reporting were effective based on these
criteria.
KPMG LLP, an independent registered public accounting firm, has
issued an attestation report on the effectiveness of internal
control over financial reporting, which is included
herein.
|
|
|
|
|
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|
|
|
Date: |
February 24, 2022 |
/s/Jeffery
A. Leonard
|
|
|
Jeffery A. Leonard |
|
|
President, Chief Executive Officer & Director (Principal
Executive Officer) |
|
|
|
|
|
|
|
|
/s/Richard J. Wehrle |
|
|
Richard J. Wehrle |
|
|
Executive Vice President & Chief Financial Officer (Principal
Financial Officer) |
Report of Independent Registered Public Accounting
Firm
To the Stockholders and Board of Directors
Alamo Group Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of
Alamo Group, Inc. and subsidiaries (the Company) as of December 31,
2021 and 2020, the related consolidated statements of income,
comprehensive income, stockholders’ equity, and cash flows for each
of the years in the three-year period ended December 31, 2021, and
the related notes (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and 2020, and the results of
its operations and its cash flows for each of the years in the
three-year period ended December 31, 2021, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of
December 31, 2021, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission, and our report
dated February 24, 2022 expressed an unqualified opinion on the
effectiveness of the Company’s internal control over financial
reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising
from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to
the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of a critical audit matter
does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it
relates.
Sufficiency of evidence over the existence of
inventory
As discussed in Note 6 to the consolidated financial statements,
the value of inventory was $320.9 million as of December 31, 2021.
To facilitate the global delivery of goods to customers, the
Company operates across North America, South America, Europe and
Australia. Within these locations, the Company has 29 principal
manufacturing plants located in seven countries.
We identified the assessment of the sufficiency of evidence over
the existence of inventory as a critical audit matter. The
geographical dispersion of inventory required especially subjective
auditor judgment in determining the sufficiency of audit evidence
obtained over the existence of inventory.
The following are the primary procedures we performed to address
this critical audit matter. We applied auditor judgment to
determine the nature and extent of procedures to be performed over
the existence of inventory including determining where we would
perform procedures. We evaluated the design and tested the
operating effectiveness of certain internal controls over the
Company’s inventory process at certain manufacturing plants. This
included controls related to the physical inspection of inventories
at certain plants. We performed independent test counts for a
sample of items and compared them to the Company’s records to
evaluate the inventory at those specific plants. We selected a
sample of inventory transactions that were made by the Company near
the Company’s fiscal year-end and evaluated the accounting period
in which they were recorded. We evaluated the sufficiency of audit
evidence obtained by assessing the results of the procedures
performed.
|
|
|
|
|
|
|
|
|
|
|
/s/ KPMG LLP |
|
|
|
We have served as the Company’s auditor since 2009. |
|
|
|
|
San Antonio, Texas
|
|
|
February 24, 2022 |
|
|
Report of Independent Registered Public Accounting
Firm
To the Stockholders and Board of Directors
Alamo Group Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Alamo Group, Inc. and subsidiaries' (the Company)
internal control over financial reporting as of December 31, 2021,
based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the
Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets of the Company as of December 31,
2021 and 2020, the related consolidated statements of income,
comprehensive income, stockholders’ equity, and cash flows for each
of the years in the three-year period ended December 31, 2021, and
the related notes (collectively, the consolidated financial
statements), and our report dated February 24, 2022 expressed an
unqualified opinion on those consolidated financial
statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting,
included in the accompanying Report of Management on Internal
Control over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
|
|
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|
|
|
/s/ KPMG LLP |
San Antonio, Texas |
|
|
February 24, 2022 |
|
|
Alamo Group Inc. and Subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
(in thousands, except per share amounts)
|
|
2021 |
|
2020 |
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
42,115 |
|
|
$ |
50,195 |
|
Accounts receivable, net |
|
237,970 |
|
|
209,276 |
|
Inventories, net |
|
320,917 |
|
|
242,501 |
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
9,500 |
|
|
7,382 |
|
Income tax receivable |
|
1,666 |
|
|
6,186 |
|
Total current assets |
|
612,168 |
|
|
515,540 |
|
|
|
|
|
|
Rental equipment, net |
|
32,514 |
|
|
42,266 |
|
|
|
|
|
|
Property, plant and equipment |
|
321,863 |
|
|
312,362 |
|
Less: Accumulated depreciation |
|
(169,372) |
|
|
(156,928) |
|
Total property, plant and equipment, net |
|
152,491 |
|
|
155,434 |
|
|
|
|
|
|
Goodwill |
|
202,406 |
|
|
195,132 |
|
Intangible assets, net |
|
183,466 |
|
|
193,172 |
|
Deferred income taxes |
|
1,110 |
|
|
1,203 |
|
Other non-current assets |
|
21,587 |
|
|
19,112 |
|
Total assets |
|
$ |
1,205,742 |
|
|
$ |
1,121,859 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
Trade accounts payable |
|
$ |
101,396 |
|
|
$ |
75,317 |
|
Income taxes payable |
|
2,613 |
|
|
2,278 |
|
Accrued liabilities |
|
73,523 |
|
|
64,634 |
|
Current maturities of long-term debt and finance lease
obligations |
|
15,032 |
|
|
15,066 |
|
|
|
|
|
|
Total current liabilities |
|
192,564 |
|
|
157,295 |
|
|
|
|
|
|
Long-term debt and finance lease obligations, net of current
maturities |
|
254,522 |
|
|
270,320 |
|
Long-term tax liability |
|
4,416 |
|
|
3,954 |
|
|
|
|
|
|
Other long-term liabilities |
|
27,119 |
|
|
32,475 |
|
Deferred income taxes |
|
21,458 |
|
|
22,812 |
|
Stockholders’ equity: |
|
|
|
|
Common stock, $.10 par value, 20,000,000 shares authorized;
11,874,178 and 11,809,926 outstanding at December 31, 2021 and
December 31, 2020, respectively
|
|
1,187 |
|
|
1,181 |
|
Additional paid-in capital |
|
124,228 |
|
|
118,528 |
|
Treasury stock, at cost; 82,600 shares at December 31, 2021 and
December 31, 2020
|
|
(4,566) |
|
|
(4,566) |
|
Retained earnings |
|
633,804 |
|
|
560,186 |
|
Accumulated other comprehensive loss |
|
(48,990) |
|
|
(40,326) |
|
Total stockholders’ equity |
|
705,663 |
|
|
635,003 |
|
Total liabilities and stockholders’ equity |
|
$ |
1,205,742 |
|
|
$ |
1,121,859 |
|
*Years ended December 31, 2020 amounts have been adjusted to
reflect the change in inventory accounting method, as described in
Note 1 to the Consolidated Financial Statements.
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
(in thousands, except per share amounts)
|
|
2021 |
|
2020 |
|
2019 |
Net sales: |
|
|
|
|
|
|
Vegetation Management |
|
$ |
812,676 |
|
|
$ |
654,630 |
|
|
$ |
502,194 |
|
Industrial Equipment |
|
521,547 |
|
|
508,836 |
|
|
616,944 |
|
|
|
|
|
|
|
|
Total net sales |
|
1,334,223 |
|
|
1,163,466 |
|
|
1,119,138 |
|
Cost of sales |
|
999,709 |
|
|
869,736 |
|
|
845,647 |
|
Gross profit |
|
334,514 |
|
|
293,730 |
|
|
273,491 |
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
202,939 |
|
|
184,199 |
|
|
172,921 |
|
Amortization expense |
|
14,637 |
|
|
14,746 |
|
|
5,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
116,938 |
|
|
94,785 |
|
|
94,912 |
|
|
|
|
|
|
|
|
Interest expense |
|
(10,533) |
|
|
(15,837) |
|
|
(10,747) |
|
Interest income |
|
1,149 |
|
|
1,366 |
|
|
1,229 |
|
Other income |
|
1,944 |
|
|
(557) |
|
|
(795) |
|
Income before income taxes |
|
109,498 |
|
|
79,757 |
|
|
84,599 |
|
|
|
|
|
|
|
|
Provision for income taxes |
|
29,253 |
|
|
21,953 |
|
|
21,496 |
|
Net income |
|
$ |
80,245 |
|
|
$ |
57,804 |
|
|
$ |
63,103 |
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
Basic |
|
$ |
6.78 |
|
|
$ |
4.91 |
|
|
$ |
5.38 |
|
Diluted |
|
$ |
6.75 |
|
|
$ |
4.88 |
|
|
$ |
5.35 |
|
Average common shares: |
|
|
|
|
|
|
Basic |
|
11,837 |
|
|
11,782 |
|
|
11,729 |
|
Diluted |
|
11,896 |
|
|
11,845 |
|
|
11,800 |
|
*Years ended December 31, 2020 and 2019 amounts have been adjusted
to reflect the change in inventory accounting method, as described
in Note 1 to the Consolidated Financial
Statements.
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
(in thousands) |
|
2021 |
|
2020 |
|
2019 |
|
Net income |
|
$ |
80,245 |
|
|
$ |
57,804 |
|
|
$ |
63,103 |
|
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax (expense)
benefit of $(344), $810, and zero
|
|
(15,800) |
|
|
8,862 |
|
|
3,363 |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized income (loss) on derivative instruments, net of tax
(expense) benefit of $(1,405), $1,842, and zero,
respectively
|
|
5,298 |
|
|
(7,484) |
|
|
610 |
|
|
|
Recognition of deferred pension and other post-retirement benefits,
net of tax (expense) benefit of $(356), $230, and $703,
respectively
|
|
1,838 |
|
|
(866) |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income, net of tax |
|
$ |
(8,664) |
|
|
$ |
512 |
|
|
$ |
3,993 |
|
|
Comprehensive income |
|
$ |
71,581 |
|
|
$ |
58,316 |
|
|
$ |
67,096 |
|
|
*Years ended December 31, 2020 and 2019 amounts have been adjusted
to reflect the change in inventory accounting method, as described
in Note 1 to the Consolidated Financial Statements.
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
Paid-in Capital
|
|
Treasury Stock |
|
Retained Earnings |
Accumulated
Other
Comprehensive Income
|
Total Stock-
holders’ Equity
|
(in thousands) |
Shares |
Amount |
|
|
|
Balance at December 31, 2018 |
11,620 |
|
$ |
1,166 |
|
|
$ |
108,422 |
|
|
$ |
(426) |
|
|
$ |
451,029 |
|
|
$ |
(44,831) |
|
|
$ |
515,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
— |
|
— |
|
|
— |
|
|
— |
|
|
63,103 |
|
|
3,993 |
|
|
67,096 |
|
Stock-based compensation expense |
— |
|
— |
|
|
3,269 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,269 |
|
Stock-based compensation transactions |
90 |
|
9 |
|
|
1,975 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,984 |
|
Repurchased shares |
(40) |
|
— |
|
|
|
|
(4,140) |
|
|
— |
|
|
— |
|
|
(4,140) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.48 per share)
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(5,626) |
|
|
— |
|
|
(5,626) |
|
Balance at December 31, 2019 |
11,670 |
|
$ |
1,175 |
|
|
$ |
113,666 |
|
|
$ |
(4,566) |
|
|
$ |
508,506 |
|
|
$ |
(40,838) |
|
|
$ |
577,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
— |
|
— |
|
|
— |
|
|
— |
|
|
57,804 |
|
|
512 |
|
|
58,316 |
|
Stock-based compensation expense |
— |
|
— |
|
|
4,119 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,119 |
|
Stock-based compensation transactions |
57 |
|
6 |
|
|
743 |
|
|
— |
|
|
— |
|
|
— |
|
|
749 |
|
Repurchased shares |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.52 per share)
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(6,124) |
|
|
— |
|
|
(6,124) |
|
Balance at December 31, 2020 |
11,727 |
|
$ |
1,181 |
|
|
$ |
118,528 |
|
|
$ |
(4,566) |
|
|
$ |
560,186 |
|
|
$ |
(40,326) |
|
|
$ |
635,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
— |
|
— |
|
|
— |
|
|
— |
|
|
80,245 |
|
|
(8,664) |
|
|
71,581 |
|
Stock-based compensation expense |
— |
|
— |
|
|
5,987 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,987 |
|
Stock-based compensation transactions |
64 |
|
6 |
|
|
(287) |
|
|
— |
|
|
— |
|
|
— |
|
|
(281) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.56 per share)
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(6,627) |
|
|
— |
|
|
(6,627) |
|
Balance at December 31, 2021 |
11,791 |
|
$ |
1,187 |
|
|
$ |
124,228 |
|
|
$ |
(4,566) |
|
|
$ |
633,804 |
|
|
$ |
(48,990) |
|
|
$ |
705,663 |
|
*Years ended December 31, 2020 and 2019 amounts have been adjusted
to reflect the change in inventory accounting method, as described
in Note 1 to the Consolidated Financial
Statements.
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
(in thousands) |
2021 |
|
2020 |
|
2019 |
Operating Activities |
|
|
|
|
|
Net income |
$ |
80,245 |
|
|
$ |
57,804 |
|
|
$ |
63,103 |
|
Adjustments to reconcile net income to cash provided by operating
activities:
|
|
|
|
|
|
Provision for doubtful accounts |
506 |
|
|
860 |
|
|
575 |
|
Depreciation - PP&E |
21,229 |
|
|
19,264 |
|
|
14,934 |
|
Depreciation - Rental |
8,613 |
|
|
9,830 |
|
|
9,373 |
|
Amortization of intangibles |
14,637 |
|
|
14,746 |
|
|
5,658 |
|
Amortization of debt issuance |
667 |
|
|
634 |
|
|
295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
5,987 |
|
|
4,119 |
|
|
3,269 |
|
|
|
|
|
|
|
Provision for deferred income tax (benefit) expense |
(1,182) |
|
|
(855) |
|
|
3,383 |
|
Gain on sale of property, plant and equipment |
(3,779) |
|
|
(1,094) |
|
|
(912) |
|
|
|
|
|
|
|
Changes in operating assets and liabilities, net of
acquisitions: |
|
|
|
|
|
Accounts
receivable
|
(27,571) |
|
|
28,064 |
|
|
11,447 |
|
Inventories |
(78,463) |
|
|
38,275 |
|
|
393 |
|
Rental equipment |
1,138 |
|
|
4,542 |
|
|
(20,729) |
|
Prepaid expenses and other |
(6,994) |
|
|
6,373 |
|
|
(4,633) |
|
Trade accounts payable and accrued liabilities |
32,532 |
|
|
(3,783) |
|
|
6,397 |
|
Income taxes payable |
4,648 |
|
|
6,601 |
|
|
(4,861) |
|
Long term tax payable |
462 |
|
|
(3,478) |
|
|
(1,082) |
|
Other assets and liabilities, net |
(3,008) |
|
|
2,431 |
|
|
2,203 |
|
Net cash provided by operating activities |
49,667 |
|
|
184,333 |
|
|
88,813 |
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
Acquisitions, net of cash acquired |
(17,798) |
|
|
— |
|
|
(400,784) |
|
Purchase of property, plant and equipment |
(25,263) |
|
|
(17,874) |
|
|
(31,337) |
|
Proceeds from sale of property, plant and equipment |
9,667 |
|
|
3,703 |
|
|
2,277 |
|
Purchase of patents |
(44) |
|
|
— |
|
|
(96) |
|
Net cash used in investing activities |
(33,438) |
|
|
(14,171) |
|
|
(429,940) |
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
Borrowings on bank revolving credit facility |
188,000 |
|
|
115,000 |
|
|
217,000 |
|
Repayment on bank revolving credit facility |
(189,000) |
|
|
(255,000) |
|
|
(157,000) |
|
Principal payments on long-term debt and capital leases |
(15,093) |
|
|
(18,867) |
|
|
(122) |
|
Proceeds from issuance of long-term debt |
— |
|
|
— |
|
|
300,002 |
|
Debt issuance cost |
— |
|
|
— |
|
|
(2,875) |
|
Dividends paid |
(6,627) |
|
|
(6,124) |
|
|
(5,626) |
|
Proceeds from exercise of stock options |
1,676 |
|
|
1,459 |
|
|
2,573 |
|
Treasury stock repurchased |
— |
|
|
— |
|
|
(4,140) |
|
Common stock repurchased |
(1,957) |
|
|
(710) |
|
|
(589) |
|
|
|
|
|
|
|
Net cash used in financing activities |
(23,001) |
|
|
(164,242) |
|
|
349,223 |
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
(1,308) |
|
|
1,964 |
|
|
172 |
|
Net change in cash and cash equivalents |
(8,080) |
|
|
7,884 |
|
|
8,268 |
|
Cash and cash equivalents at beginning of the year |
50,195 |
|
|
42,311 |
|
|
34,043 |
|
Cash and cash equivalents at end of the year |
$ |
42,115 |
|
|
$ |
50,195 |
|
|
$ |
42,311 |
|
Cash paid during the year for: |
|
|
|
|
|
Interest |
$ |
10,248 |
|
|
$ |
17,049 |
|
|
$ |
9,455 |
|
Income taxes |
$ |
32,865 |
|
|
$ |
17,140 |
|
|
$ |
23,099 |
|
*Years ended December 31, 2020 and 2019 amounts have been adjusted
to reflect the change in inventory accounting method, as described
in Note 1 to the Consolidated Financial Statements.
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. SIGNIFICANT ACCOUNTING POLICIES
Description of the Business and Segments
The Company manufactures, distributes and services high quality
tractor-mounted mowing and other vegetation maintenance equipment,
street sweepers, excavators, vacuum trucks, forestry and tree
maintenance equipment, snow removal equipment, leaf collection
equipment, pothole patchers, zero turn radius mowers, agricultural
implements and related aftermarket parts and services.
The Company manages its business through two principal reporting
segments: Vegetation Management and Industrial Equipment, which are
discussed in
Note
18.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Alamo Group Inc. and its subsidiaries (the “Company” or
“Alamo Group”), all of which are wholly owned. All intercompany
accounts and transactions have been eliminated in
consolidation.
Reclassifications
At the beginning of the fourth quarter of 2021, the Company
began reporting operating results on the basis of two new segments,
the Vegetation Management Division and the Industrial Equipment
Division. Prior to the fourth quarter of 2021, the Company had been
reporting its operating results on the basis of two segments, the
Industrial and Agricultural Divisions. The realignment into these
two new segments will allow the Company to capture synergies in
areas such as cross-branding, distribution and product development.
The prior period segment information has been retrospectively
adjusted to reflect the current segment presentation in
Note
18
to the Consolidated Financial Statements.
Use of Estimates
The preparation of financial statements in conformity with
U.S. Generally Accepted Accounting Principles requires management
to make estimates and assumptions that affect the amount of assets,
liabilities, revenues, and expenses reported in the financial
statements and accompanying notes. Judgments related to asset
impairment and certain reserves are particularly subject to change.
Actual results could differ from those estimates. Such estimates
include, but are not limited to, allowance for doubtful accounts,
reserve for sales discounts, estimated realizable value on obsolete
and slow-moving inventory, warranty reserve, estimates related to
pension accounting, estimates related to fair value for purposes of
assessing goodwill, long-lived assets and intangible assets for
impairment, estimates related to income taxes, and estimates
related to contingencies.
Foreign Currency
The Company translates the assets and liabilities of foreign-owned
subsidiaries at rates in effect at the end of the year. Revenues
and expenses are translated at average rates in effect during the
reporting period. Translation adjustments are included in
Accumulated other comprehensive income (loss).
Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less from the date of purchase to be
cash equivalents. As of December 31, 2021 and
December 31, 2020, there was no restricted cash.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of accounts
receivable. The credit risk is limited because of the large numbers
and types of customers and their geographic
dispersion.
Inventory Valuation
Inventories are stated at the lower of cost or net realizable
value. Effective July 1, 2021, the Company changed its method of
accounting for its U.S. inventories currently accounted for under
the LIFO method to the FIFO method. Total U.S. inventories that
utilized the LIFO cost method represented 41% of the Company's
total inventory as of December 31, 2020 prior to this change in
method. The Company believes the FIFO method is preferable because
it: (i) more accurately matches cost of sales with the related
revenues as the FIFO method more accurately resembles the physical
flow of inventory and; (ii) conforms all of the Company’s
consolidated inventory to a single method of accounting. The
Company also notes that the revised policy improves comparability
with many of the Company's peers.
The Company applied this change retrospectively to all periods
presented. There was an immaterial impact to the Company’s
Consolidated Income Statement and Consolidated Statement of Cash
Flows for the twelve
months ended December 31, 2021, 2020 and 2019. The following
financial statement line items in the Company's Consolidated
Balance Sheet as of December 31, 2020 was adjusted as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets |
|
December 31, 2020 |
|
|
|
|
(in thousands)
|
|
As Originally Reported |
Effect of Change |
As Adjusted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories, net
|
|
$ |
229,971 |
|
$ |
12,530 |
|
$ |
242,501 |
|
|
|
|
|
Deferred income taxes (liability)
|
|
19,642 |
|
3,170 |
|
22,812 |
|
|
|
|
|
Retained earnings |
|
550,826 |
|
9,360 |
|
560,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment
Property, plant, and equipment are stated on the basis of cost.
Major renewals and betterments are charged to the property
accounts, while replacements, maintenance and repairs, which do not
improve or extend the lives of the respective assets, are expensed
to the current period. Depreciation is provided at amounts
calculated to amortize the cost of the assets over their estimated
useful economic lives using the straight-line method.
Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, rental
equipment, and purchased intangibles subject to amortization, are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. If circumstances require a long-lived asset or asset
group to be tested for possible impairment, the Company first
compares non-discounted cash flows expected to be generated by that
asset group to its carrying amount. If the carrying amount of the
long-lived asset or asset group is not recoverable on a
non-discounted cash flow basis, an impairment is recognized to the
extent that the carrying amount exceeds fair value. Fair value is
determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party
independent appraisals, as considered necessary.
Goodwill
Goodwill represents the excess of the purchase price over the
estimated fair value of the identifiable net assets acquired.
Goodwill is not amortized but is instead tested for impairment at
least annually, or whenever events or circumstances change between
the annual impairment tests that make it likely that an impairment
may have occurred, such as a significant adverse change in the
business climate or a decision to sell all or a portion of a
reporting unit. The Company performs its annual test for goodwill
impairment related to its reporting units on October 1 of each
fiscal year. Impairment testing for goodwill is done at the
reporting unit level. A reporting unit is an operating segment or
one level below an operating segment (also known as a component). A
component of an operating segment is a reporting unit if the
component constitutes a business for which discrete financial
information is available, and segment management regularly reviews
the operating results of that component.
We perform a qualitative assessment for all of our reporting units
to determine whether it is more likely than not that an impairment
exists. Factors considered include macroeconomic, industry and
competitive conditions, legal and regulatory environment,
historical financial performance and significant changes in the
reporting unit. If the
qualitative assessment indicates that it is more likely than not
that an impairment exists, then a quantitative assessment is
performed. Alternatively, we may also bypass the qualitative
assessment and go ahead and perform step 1 to determine if the
carrying amount exceeds the reporting unit’s fair value. If the
fair value of the reporting unit is lower than its carrying amount,
goodwill is written down for the amount by which the carrying
amount exceeds the fair value. However, the loss recognized cannot
exceed the carrying amount of goodwill. We typically use discounted
cash flow models to determine the fair value of a reporting unit.
The assumptions used in these models are consistent with those we
believe a hypothetical marketplace participant would
use.
See
Note
8
to the Consolidated Financial Statements for more information
regarding goodwill.
Intangible Assets
The Company has intangible assets with both definite and indefinite
useful lives. The definite-lived assets are trade names and
trademarks, customer and dealer relationships, and patents and
drawings that are subject to amortization with useful lives ranging
from 3 years to 25 years. Impairment of definite-lived assets is
discussed as part of the
Impairment of Long-Lived Assets
paragraph above.
The indefinite-lived assets not subject to amortization consist of
trade names. The Company tests its indefinite-lived intangible
assets for impairment on an annual basis at year-end, or more
frequently if an event occurs or circumstances change that indicate
that the fair value of an indefinite-lived intangible asset could
be below its carrying amount. The impairment test consists of
comparing the fair value of the indefinite-lived intangible asset,
determined using the relief from royalty method, with its carrying
amount. An impairment loss would be recognized for the carrying
amount in excess of its fair value.
See
Note
9
to the Consolidated Financial Statements for more information
regarding intangible assets.
Leases
We determine if an arrangement is a lease at inception. Operating
leases are included in other non-current assets, accrued
liabilities, and other long-term liabilities on our consolidated
balance sheets. Finance leases are included in property, plant and
equipment, accrued liabilities, and other long-term liabilities on
our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the
lease term and lease liabilities represent our obligation to make
lease payments arising from the lease. Operating lease ROU assets
and liabilities are recognized at commencement date based on the
present value of lease payments over the lease term. As most of our
leases do not provide an implicit rate, we use our incremental
borrowing rate based on the information available at commencement
date in determining the present value of lease payments. The
operating lease ROU asset also includes any lease payments made and
excludes lease incentives. Our lease terms may include options to
extend or terminate the lease when it is reasonably certain that we
will exercise that option. Lease expense for lease payments is
recognized on a straight-line basis over the lease
term.
We have elected to not account for the lease and non-lease
components separately for most of our asset classes with the
exception of real-estate. We have also elected to exclude all lease
agreements with an initial term of 12 months or less from the lease
recognition requirements as allowed by ASC.
See
Note
10
to the Consolidated Financial Statements for more information
regarding leases.
Pensions
The Company records annual amounts relating to its pension and
post-retirement plans based on calculations that incorporate
various actuarial and other assumptions, including discount rates,
mortality, assumed rates of return, compensation increases,
turnover rates and health care cost trend rates. The Company
reviews its assumptions on an annual basis and makes modifications
to the assumptions based on current rates and trends when it is
appropriate to do so. The effect of modifications to those
assumptions is recorded in Accumulated other comprehensive income
(loss) and amortized to net periodic cost over future periods using
the corridor method. The Company believes that the assumptions
utilized in recording its obligations under its plans are
reasonable based on its experience and market conditions. The net
periodic costs are recognized as employees render the services
necessary to earn the post-retirement benefits.
Revenue Recognition
The majority of the Company's revenue is recognized from product
sales under contracts with customers. The Company presents two
reportable operating segments within its financial statements:
Vegetation Management and Industrial Equipment. Contract terms and
performance obligations within each contractual agreement are
generally consistent for both divisions, with small differences
that do not have a significant impact on the revenue recognition
considerations under Topic 606. Revenues are recognized when we
satisfy our performance obligation to transfer product to our
customers, which typically occurs at a point in time upon shipment
or delivery of the product, and for an amount that reflects the
transaction price that is allocated to the performance obligation.
Our contracts with customers state the final terms of sale,
including the description, quantity and price for goods sold. In
the normal course of business, we generally do not accept product
returns.
The transaction price is the consideration that we expect to be
entitled to in exchange for our products. Some of our contracts
contain variable consideration in the form of sales incentives to
our customers, such as discounts and rebates. For contracts that
include variable consideration, we estimate the factors that
determine the variable consideration in order to establish the
transaction price.
We have elected that any taxes collected from customers and
remitted to government authorities (i.e., sales tax, use tax, etc.)
are excluded from the measurement of the transaction price and
therefore are excluded from net sales in the consolidated
statements of operations.
There are instances where we provide shipping services in relation
to the goods sold to our customers. Shipping and handling costs
that occur before the customer obtains control of the goods are
deemed to be fulfillment activities and are included in cost of
goods sold. We have elected to account for shipping and handling
activities that occur after the customer has obtained control of a
good as fulfillment activities (i.e., an expense) rather than as a
promised service.
Rental Equipment
The Company enters into operating lease agreements with customers
related to the rental of certain equipment. In accounting for these
leases, the cost of the equipment purchased or manufactured by the
Company is recorded as an asset, and is depreciated over its
estimated useful life. Accumulated depreciation relating to the
rental equipment was $20.1 million and $18.0 million on
December 31, 2021 and December 31, 2020,
respectively.
Shipping and Handling Costs
The Company’s policy is to include shipping and handling costs in
costs of goods sold.
Advertising
We charge advertising costs to expense as incurred. Advertising and
marketing expense related to operations for fiscal years 2021,
2020, and 2019 was approximately $10.2 million, $10.1 million and
$12.2 million, respectively. Advertising and marketing expenses are
included in Selling, General and Administrative expenses
(“SG&A”).
Research and Development
Product development and engineering costs charged to SG&A
amounted to $11.7 million, $12.4 million, and $12.0 million for the
years ended December 31, 2021, 2020, and 2019,
respectively.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims,
assessments, litigation, fines and penalties and other sources are
recorded when it is probable that a liability has been incurred and
the amount can be reasonably estimated. The Company's policy is to
accrue for legal costs expected to be incurred in connection with
loss contingencies.
Income Taxes
Deferred tax assets and liabilities are determined based on
differences between the financial reporting basis and tax basis of
assets and liabilities, and are measured by applying enacted
statutory tax rates applicable to the future years in which
deferred tax assets or liabilities are expected to be settled or
realized. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some
portion or all of the deferred tax assets will be realized. The
ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which
those temporary differences become deductible. Management considers
the scheduled reversals of deferred tax liabilities, projected
future taxable income, available tax carrybacks and tax planning
strategies in making this assessment other than those which we have
reserved. We have elected to treat the global intangible low-taxed
income (GILTI) tax as a period expense.
Stock-Based Compensation
The Company has granted options to purchase its common stock,
restricted stock awards, restricted stock units, and performance
stock units to certain employees and directors of the Company and
its affiliates under various stock option plans at no less than the
fair market value of the underlying stock on the date of
grant. These options are granted for a term not exceeding ten
years and are forfeited in the event that the employee or director
terminates his or her employment or relationship with the Company
or one of its affiliates other than by retirement or death.
These options generally vest over five years. All option
plans contain anti-dilutive provisions that permit an adjustment of
the number of shares of the Company’s common stock represented by
each option for any change in capitalization.
The fair value of each stock option is estimated on the date of
grant using the Black-Scholes valuation method with the following
assumptions noted:
1.