Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 25, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-34728 | ||
Entity Registrant Name | DOUGLAS DYNAMICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-4275891 | ||
Entity Address, Address Line One | 7777 N 73rd Street | ||
Entity Address, City or Town | Milwaukee | ||
Entity Address, State or Province | WI | ||
Entity Address, Postal Zip Code | 53223 | ||
City Area Code | 414 | ||
Local Phone Number | 354-2310 | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | ||
Trading Symbol | PLOW | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 22,795,578 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001287213 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 907 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 35,665 | $ 27,820 |
Accounts receivable, net | 87,871 | 81,485 |
Inventories | 77,942 | 81,996 |
Inventories - truck chassis floor plan | 6,539 | 4,204 |
Prepaid and other current assets | 3,511 | 3,590 |
Total current assets | 211,528 | 199,095 |
Property, plant and equipment, net | 58,444 | 55,195 |
Goodwill | 241,006 | 241,006 |
Other intangible assets, net | 163,722 | 174,678 |
Operating leases - right of use asset | 22,557 | |
Other long-term assets | 8,438 | 6,219 |
Total assets | 705,695 | 676,193 |
Current liabilities: | ||
Accounts payable | 16,113 | 18,703 |
Accrued expenses and other current liabilities | 26,496 | 23,306 |
Floor plan obligations | 6,539 | 4,204 |
Operating lease liability - current | 3,822 | |
Income tax payable | 2,990 | 106 |
Current portion of long-term debt | 22,143 | 32,749 |
Total current liabilities | 78,103 | 79,068 |
Retiree health benefit obligation | 6,338 | 6,240 |
Pension obligation | 2,129 | |
Deferred income taxes | 47,211 | 48,198 |
Long-term debt, less current portion | 222,081 | 242,946 |
Operating lease liability - noncurrent | 18,981 | |
Other long-term liabilities | 19,818 | 14,856 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Common Stock, par value $0.01, 200,000,000 shares authorized, 22,795,412 and 22,700,991 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 228 | 227 |
Additional paid-in capital | 155,001 | 151,813 |
Retained earnings | 160,748 | 136,765 |
Accumulated other comprehensive loss, net of tax | (2,814) | (6,049) |
Total stockholders' equity | 313,163 | 282,756 |
Total liabilities and stockholders' equity | $ 705,695 | $ 676,193 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 22,795,412 | 22,700,991 |
Common Stock, shares outstanding | 22,795,412 | 22,700,991 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | |||
Net sales | $ 571,710 | $ 524,067 | $ 474,927 |
Cost of sales | 402,893 | 369,177 | 331,841 |
Gross profit | 168,817 | 154,890 | 143,086 |
Selling, general, and administrative expense | 71,288 | 69,958 | 60,877 |
Intangibles amortization | 10,956 | 11,472 | 11,401 |
Income from operations | 86,573 | 73,460 | 70,808 |
Interest expense, net | (16,782) | (16,943) | (18,336) |
Litigation proceeds | 200 | 1,275 | |
Pension termination | (6,609) | ||
Other expense, net | (765) | (758) | (832) |
Income before taxes | 62,617 | 55,759 | 52,915 |
Income tax expense (benefit) | 13,451 | 11,854 | (2,409) |
Net income | $ 49,166 | $ 43,905 | $ 55,324 |
Earnings per share: | |||
Basic earnings per common share attributable to common shareholders (in dollars per share) | $ 2.13 | $ 1.91 | $ 2.42 |
Earnings per common share assuming dilution attributable to common shareholders (in dollars per share) | 2.11 | 1.89 | 2.40 |
Cash dividends declared per share (in dollars per share) | 1.09 | 1.06 | 0.96 |
Cash dividends declared per share (in dollars per share) | $ 1.09 | $ 1.06 | $ 0.96 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 49,166 | $ 43,905 | $ 55,324 |
Other comprehensive income (loss): | |||
Adjustment for pension and postretirement benefit liability, net of tax of ($94) in 2019, ($558) in 2018 and ($140) in 2017 | 351 | 1,568 | 233 |
Pension termination, net of tax of ($2,237) in 2019 | 6,380 | ||
Adjustment for interest rate swap, net of tax of $1,211 in 2019, ($64) in 2018 and $88 in 2017 | (3,496) | 84 | (133) |
Total other comprehensive income, net of tax | 3,235 | 1,652 | 100 |
Comprehensive income | $ 52,401 | $ 45,557 | $ 55,424 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Adjustment for pension and postretirement benefit liability, tax | $ (94) | $ (558) | $ (140) |
Pension termination net of tax | (2,237) | ||
Adjustment for interest rate swap, tax | $ 1,211 | $ (64) | $ 88 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2016 | $ 225 | $ 144,523 | $ 82,387 | $ (6,672) | $ 220,463 |
Balance (in shares) at Dec. 31, 2016 | 22,501,640 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | 55,324 | 55,324 | |||
Dividends paid | (21,974) | (21,974) | |||
Prior period adjustment | 187 | ||||
Adjustment for pension and postretirement benefit liability, net of tax of ($94) in 2019, ($558) in 2018 and ($140) in 2017 | 233 | 233 | |||
Adjustment for interest rate swap, net of tax of $1,211 in 2019, ($64) in 2018 and $88 in 2017 | (133) | (133) | |||
Shares withheld on restricted stock vesting | (923) | (923) | |||
Stock based compensation | $ 1 | 3,500 | 3,501 | ||
Stock based compensation (in shares) | 89,257 | ||||
Balance at Dec. 31, 2017 | $ 226 | 147,287 | 115,737 | (6,572) | 256,678 |
Balance (in shares) at Dec. 31, 2017 | 22,590,897 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | 43,905 | 43,905 | |||
Dividends paid | (24,383) | (24,383) | |||
Prior period adjustment | ASC 2014-09 | 377 | ||||
Adjustment for pension and postretirement benefit liability, net of tax of ($94) in 2019, ($558) in 2018 and ($140) in 2017 | 1,568 | 1,568 | |||
Adjustment for interest rate swap, net of tax of $1,211 in 2019, ($64) in 2018 and $88 in 2017 | 84 | 84 | |||
Shares withheld on restricted stock vesting | (23) | (23) | |||
Stock based compensation | $ 1 | 4,549 | 4,550 | ||
Stock based compensation (in shares) | 110,094 | ||||
Balance at Dec. 31, 2018 | $ 227 | 151,813 | 136,765 | (6,049) | 282,756 |
Balance (in shares) at Dec. 31, 2018 | 22,700,991 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Impact due to adoption | 1,129 | (1,129) | |||
Net loss | 49,166 | 49,166 | |||
Dividends paid | (25,183) | (25,183) | |||
Adjustment for pension and postretirement benefit liability, net of tax of ($94) in 2019, ($558) in 2018 and ($140) in 2017 | 351 | 351 | |||
Adjustment for interest rate swap, net of tax of $1,211 in 2019, ($64) in 2018 and $88 in 2017 | (3,496) | (3,496) | |||
Pension termination, net of tax of ($2,237) | 6,380 | 6,380 | |||
Shares withheld on restricted stock vesting | (50) | (50) | |||
Stock based compensation | $ 1 | 3,238 | 3,239 | ||
Stock based compensation (in shares) | 94,421 | ||||
Balance at Dec. 31, 2019 | $ 228 | $ 155,001 | $ 160,748 | $ (2,814) | $ 313,163 |
Balance (in shares) at Dec. 31, 2019 | 22,795,412 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | |||
Adjustment for pension and postretirement benefit liability, tax | $ (94) | $ (558) | $ (140) |
Adjustment for interest rate swap, tax | 1,211 | $ (64) | $ 88 |
Pension termination net of tax | $ (2,237) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net income | $ 49,166 | $ 43,905 | $ 55,324 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 19,212 | 19,085 | 18,584 |
Amortization of deferred financing costs and debt discount | 1,214 | 1,214 | 1,214 |
Loss on disposal of fixed assets | 185 | ||
Stock-based compensation | 3,239 | 4,550 | 3,500 |
Provision for losses on accounts receivable | 1,361 | 531 | 1,475 |
Deferred income taxes | (2,123) | 9,551 | (15,242) |
Earnout liability | (417) | (900) | (1,786) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (7,747) | (511) | (1,154) |
Inventories | 4,054 | (12,347) | 894 |
Prepaid assets, refundable income taxes and other assets | (2,140) | (1,114) | 65 |
Accounts payable | (2,562) | 3,039 | (2,487) |
Accrued expenses and other current liabilities | 6,491 | 312 | 5,481 |
Benefit obligations and other long-term liabilities | 7,548 | (9,319) | 486 |
Net cash provided by operating activities | 77,296 | 58,181 | 66,354 |
Investing activities | |||
Capital expenditures | (11,533) | (9,690) | (7,563) |
Acquisition of businesses | (7,385) | ||
Net cash used in investing activities | (11,533) | (9,690) | (14,948) |
Financing activities | |||
Shares withheld on restricted stock vesting paid for employees' taxes | (50) | (23) | (923) |
Payments of financing costs | (1,608) | ||
Earnout payment | (5,487) | ||
Dividends paid | (25,183) | (24,383) | (21,974) |
Repayment of long-term debt | (32,685) | (33,140) | (3,148) |
Net cash provided used in financing activities | (57,918) | (57,546) | (33,140) |
Change in cash and cash equivalents | 7,845 | (9,055) | 18,266 |
Cash and cash equivalents at beginning of year | 27,820 | 36,875 | |
Cash and cash equivalents at end of year | 35,665 | 27,820 | 36,875 |
Non-cash operating and financing activities | |||
Truck chassis inventory acquired through floorplan obligations | 44,929 | 38,129 | 45,472 |
Pension settlement | 6,609 | ||
Supplemental disclosure of cash flow information | |||
Income taxes paid | 13,283 | 8,465 | 6,607 |
Interest paid | $ 15,779 | $ 15,878 | $ 17,224 |
Description of business and bas
Description of business and basis of presentation | 12 Months Ended |
Dec. 31, 2019 | |
Description of business and basis of presentation | |
Description of business and basis of presentation | 1. Description of business and basis of presentation Douglas Dynamics, Inc. ehicle attachments and equipment. The Company’s portfolio includes snow and ice management attachments sold under the BLIZZARD ® , FISHER ® , HENDERSON ® , SNOWEX ® and WESTERN ® brands, turf care equipment under the TURFEX ® brand, and industrial maintenance equipment under the SWEEPEX ® brand. The Company conducts business in two segments: Work Truck Attachments and Work Truck Solutions. During the first quarter of 2019, the Company reorganized its business segments to reflect a new operating structure as a result of a change in how the Company’s chief operating decision maker allocates resources, makes operating decisions and assesses the performance of the business. Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 Leases (Topic 842) Leases: Targeted Improvements The standard had a material impact on the Company’s Condensed Consolidated Balance Sheets, but did not have an impact on the Condensed Consolidated Statements of Operations and Comprehensive Income. There was no cumulative catch-up adjustment made to opening retained earnings. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while the accounting for finance leases (previously capital leases) remained substantially unchanged. As the Company elected to apply the standard at adoption as allowed under ASU No. 2018-11, there is no impact to previously reported results. The impact of this standard was the recognition of a lease liability and right-of-use asset of approximately $22.0 million, with immaterial differences related to prepaid rent, on the Consolidated Balance Sheet for lease contracts which were previously accounted for as operating leases. As allowed under Topic 842, the Company has adopted the following practical expedients: ● Practical expedient package, which allows the following: o To not reassess whether any expired or existing contracts is or contains a lease. o To not reassess the lease classification of any expired or existing leases. o To not reassess the initial direct costs for any existing lease. ● Short-term lease practical expedient o Allows the Company not to apply the recognition requirements in ASC 842 to short-term leases for all asset classes. Short term leases are leases that, at commencement date, have a term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. ● Separating lease components practical expedient o Allows the Company not to separate lease components form nonlease components for all asset classes and instead account for each separate lease and the nonlease components associated with that lease component as a single lease component. See Note 22 for a summary of recent accounting pronouncements not yet adopted and the Company’s evaluation of their impact on the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of consolidation The accompanying consolidated financial statements include the accounts of Douglas Dynamics, Inc. and its direct wholly-owned subsidiary, Douglas Dynamics, L.L.C., and its wholly-owned subsidiaries, Douglas Dynamics Finance Company (an inactive subsidiary), Fisher, LLC, Henderson Enterprises Group, Inc., Henderson Products, Inc. and Dejana Truck & Utility Equipment Company, LLC (hereinafter collectively referred to as the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accordingly, actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Accounts receivable and allowance for doubtful accounts The Company carries its accounts receivable at their face amount less an allowance for doubtful accounts. The majority of the Company’s accounts receivable are due from distributors of truck equipment and dealers of completed upfit trucks. Credit is extended based on an evaluation of a customer’s financial condition. On a periodic basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions based on a history of write-offs and collections. A receivable is considered past due if payments have not been received within agreed upon invoice terms. Accounts receivable are written off after all collection efforts have been exhausted. The Company takes a security interest in the inventory as collateral for the receivable but often does not have a priority security interest. Financing program The Company is party to a financing program in which certain distributors may elect to finance their purchases from the Company through a third party financing company. The Company provides the third party financing company recourse against the Company regarding the collectability of the receivable under the program due to the fact that if the third party financing company is unable to collect from the distributor the amounts due in respect of the product financed, the Company would be obligated to repurchase any remaining inventory related to the product financed and reimburse any legal fees incurred by the financing company. During the years ended December 31, 2019, 2018 and 2017, distributors financed purchases of $8,644, $8,497 and $7,115 through this financing program, respectively. At both December 31, 2019 and December 31, 2018, there were no uncollectible outstanding receivables related to sales financed under the financing program. The amount owed by distributors to the third party financing company under this program at December 31, 2019 and 2018 was $7,127 and $7,756, respectively. The Company was not In the past, minimal losses have been incurred under this agreement. However, an adverse change in distributor retail sales could cause this situation to change and thereby require the Company to repurchase repossessed units. Any repossessed units are inspected to ensure they are current, unused product and are restocked and resold. Interest Rate Swap The Company is a counterparty to interest-rate swap agreements to hedge against the potential impact on earnings from increases in market interest rates. On June 13, 2019 the Company entered into an interest rate swap agreement to reduce its exposure to interest rate volatility. The interest rate swap has a notional amount of $175,000 effective for the period May 31, 2019 through May 31, 2024. The interest rate swap is accounted for as a cash flow hedge. The Company may have counterparty credit risk resulting from the interest rate swap, which it monitors on an on-going basis. The risk lies with one global financial institution. Under the interest rate swap agreement, the Company will either receive or make payments on a monthly basis based on the differential between 2.495% and LIBOR (with a LIBOR floor of 1.0% ). The interest rate swap replaced four interest rate swaps that the Company had entered into in 2015 and 2018, which are described in further detail below. The Company previously entered into three interest rate swap agreements during the first quarter of 2015 with notional amounts of $45,000, $90,000 and $135,000 effective for the periods December 31, 2015 through March 29, 2018, March 29, 2018 through March 31, 2020 and March 31, 2020 through June 30, 2021, respectively. On February 5, 2018, the Company entered into additional interest rate swap agreements to reduce its exposure to interest rate volatility. The two interest rate swap agreements had notional amounts of $50,000 and $150,000 effective for the periods December 31, 2018 through June 30, 2021 and June 30, 2021 through December 10, 2021, respectively. The interest rate swap agreements were accounted for as cash flow hedges. Under the interest rate swap agreement, effective as of December 31, 2015 the Company either received or made payments on a monthly basis based on the differential between 1.860% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement, effective as of March 29, 2018 the Company would either receive or make payments on a monthly basis based on the differential between 2.670% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement effective as of March 31, 2020 the Company would either receive or make payments on a monthly basis based on the differential between 2.918% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement effective as of December 31, 2018, the Company would either receive or make payments on a monthly basis based on the differential between 2.613% and LIBOR. Under the interest rate swap agreement effective as of June 30, 2021, the Company would either receive or make payments on a monthly basis based on the differential between 2.793% and LIBOR. The negative fair value of the interest rate swap, net of tax, of ($5,023) and ($1,530) at December 31, 2019 and December 31, 2018, respectively, is included in Accumulated other comprehensive loss on the balance sheet. This fair value was determined using Level 2 inputs as defined in Accounting Standards Codification Topic (“ASC”) 820 - Fair Value Measurements and Disclosures. Inventories Inventories are stated at the lower of cost or market. Market is determined based on estimated realizable values. Inventory costs are primarily determined by the first-in, first-out (FIFO) method. The Company periodically reviews its inventory for slow moving, damaged and discontinued items and provides reserves to reduce such items identified to their recoverable amounts. The Company records inventories to include truck chassis inventory financed through a floor plan financing agreement as discussed in Note 9. The Company takes title to truck chassis upon receipt of the inventory through its floor plan agreement and performs upfitting service installations to the truck chassis inventory during the installation period. The floor plan obligation is then assumed by the dealer customer upon delivery. At December 31, 2019 and 2018, the Company had $6,539 and $4,204 of chassis inventory and related floor plan financing obligation, respectively. The Company recognizes revenue associated with upfitting and service installations net of the truck chassis. The Company receives, on consignment, truck chassis on which it performs upfitting service installations under “bailment pool” arrangements with major truck manufacturers. The Company never receives title to the truck chassis. The aggregate value of all bailment pool chassis on hand as of December 31, 2019 and 2018 was $28,645 and $15,197, respectively. The Company is responsible to the manufacturer for interest on chassis held for upfitting. The Company recognizes revenue associated with upfitting and service installations net of the truck chassis. Leases As of December 31, 2019, fifteen of the Company’s upfit and distribution centers were subject to a lease agreement. In February 2016, the FASB issued ASU No. 2016-02 Leases: Amendments to the FASB Accounting Standards Codification Leases: Targeted Improvements Property, plant and equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using straight-line methods over the estimated useful lives for financial statement purposes and an accelerated method for income tax reporting purposes. The estimated useful lives of the assets are as follows: Years Land improvements and buildings 15 - 40 Leasehold improvements 12 Machinery and equipment 3 - 20 Furniture and fixtures 3 - 12 Mobile equipment and other 3 - 10 Depreciation expense was $8,256, $7,613, and $7,183 for the years ended December 31, 2019, 2018 and 2017, respectively. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. Repairs and maintenance expenses amounted to $6,256, $6,032 and $5,222 for the years ended December 31, 2019, 2018 and 2017, respectively. When assets are sold or retired, the cost of the asset and the related accumulated depreciation are eliminated from the accounts and any gain or loss is recognized in results of operations. Impairment of long-lived assets Long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying value of such assets to the undiscounted future cash flows expected to be generated by the assets. If the carrying value of an asset exceeds its estimated undiscounted future cash flows, an impairment provision is recognized to the extent that the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or the fair value of the asset, less costs of disposition. Management of the Company considers such factors as current results, trends and future prospects, current market value, and other economic and regulatory factors in performing these analyses. The Company determined that no long-lived assets were impaired as of December 31, 2019 and 2018. Goodwill and other intangible assets Goodwill and indefinite-lived intangible assets are tested for impairment annually as of December 31, or sooner if impairment indicators arise. The fair value of indefinite-lived intangible assets is estimated based upon an income and market approach. In reviewing goodwill for impairment, potential impairment is identified by comparing the estimated fair value of the reporting units to its carrying value. The Company has determined it has three reporting units. When the fair value is less than the carrying value of the net assets of the reporting unit, including goodwill, an impairment loss would be recognized. The Company has determined that goodwill and indefinite lived assets were not impaired as of December 31, 2019 2018 Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and are reviewed for potential impairment when events or circumstances indicate that the carrying amount of the asset may not be recoverable. The Company amortizes its distribution network intangibles over periods ranging from 15 7 7 15 4 Income taxes Deferred income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates. Deferred income tax provisions or benefits are based on the change in the deferred tax assets and liabilities from period to period. Deferred income tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred income tax asset will not be realized. Additionally, when applicable, the Company would classify interest and penalties related to uncertain tax positions in income tax expense. Deferred financing costs The costs of obtaining financing are capitalized and amortized over the term of the related financing on a basis that approximates the effective interest method. The changes in deferred financing costs are as follows: Balance at December 31, 2016 $ 4,033 Amortization of deferred financing costs (824) Balance at December 31, 2017 3,209 Amortization of deferred financing costs (823) Balance at December 31, 2018 2,386 Amortization of deferred financing costs (823) Balance at December 31, 2019 $ 1,563 Fair Value Fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). The following table presents financial assets and liabilities measured at fair value on a recurring basis and discloses the fair value of long-term debt: Fair Value at December 31, 2019 Fair Value at December 31, 2018 Assets: Other long-term assets (a) $ 7,270 $ 5,064 Total Assets $ 7,270 $ 5,064 Liabilities: Interest rate swaps (b) 6,736 2,031 Long term debt (c) 247,630 269,739 Earnout - Henderson (d) 17 352 Earnout - Dejana (e) 2,000 2,200 Total Liabilities $ 256,383 $ 274,322 (a) Included in other assets is the cash surrender value of insurance policies on various individuals that are associated with the Company. The carrying amounts of these insurance policies approximates their fair value. (b) Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,522 and $5,214 at December 31, 2019 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. Interest rate swaps of $127 and $1,904 at December 31, 2018 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. (c) The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, which is a Level 2 input for all periods presented. Meanwhile, long-term debt is recorded at carrying amount, net of discount and deferred financing costs, as disclosed on the face of the balance sheet. (d) Included in Accrued expenses and other current liabilities in the amount of $17 at December 31, 2019 is the fair value of an obligation for a portion of the potential earn out acquired in conjunction with the acquisition of Henderson. Included in accrued expenses and other current liabilities in the amount of $352 at December 31, 2018 is the fair value of an obligation for a portion of the potential earn out acquired in conjunction with the acquisition of Henderson. Fair value is based upon Level 3 discounted cash flow analysis using key inputs of forecasted future sales as well as a growth rate reduced by the market required rate of return. See reconciliation of liability included below: December 31, 2019 2018 Beginning Balance $ 352 $ 529 Adjustments to fair value (217) - Payment to former owners (118) (177) Ending balance $ 17 $ 352 (e) Included in Other long term liabilities in the amount of $2,000 at December 31, 2019 is the fair value of an obligation for a portion of the potential earn out incurred in conjunction with the acquisition of Dejana. Included in Other long term liabilities in the amounts of $2,200 at December 31, 2018 is the fair value of an obligation for a portion of the potential earn out incurred in conjunction with the acquisition of Dejana. The carrying amount of the earn out approximates its fair value. Fair value is based upon Level 3 inputs of a real options approach where gross sales were simulated in a risk-neutral framework using Geometric Brownian Motion, a well-accepted model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model, using key inputs of forecasted future sales and financial performance as well as a risk adjusted expected growth rate adjusted appropriately based on its correlation with the market. See reconciliation of liability included below: December 31, 2019 2018 Beginning Balance $ 2,200 $ 3,100 Adjustments to fair value (200) (900) Ending balance $ 2,000 $ 2,200 Concentration of credit risk The Company’s cash is deposited with multiple financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant risk on these balances. No distributor represented more than 10% of the Company’s net sales or accounts receivable during the years ended December 31, 2019, 2018 and 2017. Revenue recognition Revenue from Contracts with Customers . Cost of sales Cost of sales includes all costs associated with the manufacture of the Company’s products, including raw materials, purchased parts, freight, plant operating expenses, property insurance and taxes, and plant depreciation. All payroll costs and employee benefits for the hourly workforce, manufacturing management, and engineering costs are included in cost of sales. Related party transactions As a result of the Dejana acquisition, the Company entered into related party leases. See Note 7 for further details. There were no other related party transactions during 2017, 2018 or 2019. Warranty cost recognition The Company accrues for estimated warranty costs as revenue is recognized. All warranties are assurance-type warranties. See Note 11 for further details. Defined benefit plans The Company has noncontributory, defined benefit retirement plans and postretirement benefit plans covering certain employees. Management reviews underlying assumptions on an annual basis. During 2019, the Company terminated its defined benefit pension plans, and continues to have defined benefit postretirement benefit plans. Refer to Note 13 for additional information. Advertising expenses Advertising expenses include costs for the production of marketing media, literature, website content and displays. The Company participates in trade shows and advertises in the yellow pages and billboards. Advertising expenses amounted to $4,895, $5,213 and $4,471 for the years ended December 31, 2019, 2018 and 2017, respectively. All costs associated with the Company’s advertising programs are expensed as incurred. Research and development expenses Research and development expenses include costs to develop new technologies to enhance existing products and to expand the range of product offerings. Research and development expenses amounted to $5,693, $3,194 and $2,926 for the years ended December 31, 2019, 2018 and 2017, respectively. Shipping and handling costs Generally, shipping and handling costs are paid directly by the customer to the shipping agent. Those shipping and handling costs billed by the Company are recorded as a component of sales with the corresponding costs included in cost of sales. Share-based payments The Company applies the guidance codified in ASC 718, Compensation—Stock Compensation. Accumulated Other Comprehensive loss Accumulated other comprehensive loss is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner resources and is comprised of net income or loss and “other comprehensive loss”. The Company’s other comprehensive loss is comprised of the adjustments for pension and postretirement benefit liabilities including pension terminations as well as the impact of its interest rate swaps. See Note 20 for the components of accumulated other comprehensive loss. Segment Reporting The Company operates through two operating segments for which separate financial information is available, and for which operating results are evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. During the first quarter of 2019, the Company reorganized its business segments to reflect a new operating structure as a result of a change in how the Company’s chief operating decision maker allocates resources, makes operating decisions and assesses the performance of the business. The Company’s two current reportable business segments are described below. Work Truck Attachments. includes our operations that manufacture and sell snow and ice control attachments and other products sold under the FISHER®, WESTERN® and SNOWEX® brands. Work Truck Solutions. Segment performance is evaluated based on segment net sales and adjusted EBITDA. See Note 17 for financial information regarding these segments. As a result of the revised reporting structure, the prior period presentation of reportable segments throughout this Form 10-K has been recast to conform to the current segment reporting structure. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net increase to opening retained earnings of $377 as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The implementation of the guidance had no impact on the measurement or recognition of revenue of prior periods; however, additional disclosures have been added in accordance with the ASU. The adoption of Topic 606 did not have a significant impact on the Work Truck Attachments segment. In the Work Truck Solutions segment, the standard changed the timing of revenue for truck upfits of customer-owned chassis from a point in time to over time. This change in timing of revenue recognition decreased revenue by $251 and increased revenue by $299 in the years ended December 31, 2019 and 2018, respectively. Revenue Streams The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. Additionally, contract amounts represent the full amount of the transaction price as agreed upon with the customer at the time of order, resulting in a single performance obligation in all cases. Work Truck Attachments The Company recognizes revenue upon shipment of equipment to the customer. Within the Work Truck Attachments segment, the Company offers a variety of discounts and sales incentives to its distributors. The estimated liability for sales discounts and allowances is calculated using the expected value method and recorded at the time of sale as a reduction of net sales. The liability is estimated based on the costs of the program, the planned duration of the program and historical experience. The Work Truck Attachments segment has two revenue streams, as identified below. Independent Dealer Sales Parts & Accessory Sales Work Truck Solutions The Work Truck Solutions segment primarily participates in the truck and vehicle upfitting industry in the United States. Customers are billed separately for the truck chassis by the chassis manufacturer. The Company only records sales for the amount of the upfit, excluding the truck chassis. Generally, the Company obtains the truck chassis from the truck chassis manufacturer through either its floor plan agreement with a financial institution or bailment pool agreement with the truck chassis manufacturer. Additionally, in some instances the Company upfits chassis which are owned by the end customer. For truck chassis acquired through the floor plan agreement, the Company holds title to the vehicle from the time the chassis is received by the Company until the completion of the up-fit. Under the bailment pool agreement, the Company does not take title to the truck chassis, but rather only holds the truck chassis on consignment. The Company pays interest on both of these arrangements. The Company records revenue in the same manner net of the value of the truck chassis in both the Company’s floor plan and bailment pool agreements. The Company does not set the price for the truck chassis, is not responsible for the billing of the chassis and does not have inventory risk in either the bailment pool or floor plan agreements. The Work Truck Solutions segment also has manufacturing operations of municipal snow and ice control equipment, where revenue is recognized upon shipment of equipment to the customer. Revenues from the sales of the Work Truck Solutions products are recognized net of the truck chassis with the selling price to the customer recorded as sales and the manufacturing and up-fit cost of the product recorded as cost of sales. In these cases, the Company acts as an agent as it does not have inventory or pricing control over the truck chassis. Within the Work Truck Solutions segment, the Company also sells certain third-party products for which it acts as an agent. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition, the cost paid to the third-party service provider is recorded as a reduction to sales, resulting in net sales being equal to the gross profit on the transaction. The Work Truck Solutions segment has four revenue streams, as identified below. State and Local Bids – The Company records revenue of separately sold snow and ice equipment upon shipment and fully upfit vehicles upon delivery. The state and local bid process does not obligate the entity to buy any products from the Company, but merely allows the entity to purchase products in the future typically for a fixed period of time. The entity commits to actually purchasing products from the Company when it issues purchase orders off of a previously awarded bid, which lists out actual quantities of equipment being ordered and the delivery terms. On upfit transactions, the Company is providing a significant service by assembling and integrating the individual products onto the customer’s truck. Each individual product and installation activity is highly interdependent and highly interrelated, and therefore the Company considers the manufacture and upfit of a truck a single performance obligation. Any shipping and handling activities performed by the Company after the transfer of control to the Customer (e.g., when control transfers upon shipment) are considered fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized. Fleet Upfit Sales Dealer Upfit Sales Over the Counter / Parts & Accessory Sales Disaggregation of Revenue The following table provides information about disaggregated revenue by customer type and timing of revenue recognition, and includes a reconciliation of the disaggregated revenue with reportable segments. Revenue by customer type was as follows: Year Ended December 31, 2019 Work Truck Attachments Work Truck Solutions Total Revenue Independent dealer $ 293,630 $ 127,484 $ 421,114 Government - 72,810 72,810 Fleet - 66,306 66,306 Other - 11,480 11,480 Total revenue $ 293,630 $ 278,080 $ 571,710 Year Ended December 31, 2018 Work Truck Attachments Work Truck Solutions Total Revenue Independent dealer $ 275,244 $ 134,140 $ 409,384 Government - 52,582 52,582 Fleet - 58,500 58,500 Other - 3,601 3,601 Total revenue $ 275,244 $ 248,823 $ 524,067 Year Ended December 31, 2019 Work Truck Attachments Work Truck Solutions Total Revenue Point in time $ 293,630 $ 172,269 $ 465,899 Over time - 105,811 105,811 Total revenue $ 293,630 $ 278,080 $ 571,710 Year Ended December 31, 2018 Work Truck Attachments Work Truck Solutions Total Revenue Point in time $ 275,244 $ 153,873 $ 429,117 Over time - 94,950 94,950 Total revenue $ 275,244 $ 248,823 $ 524,067 Contract Balances The following table shows the changes in the Company’s contract liabilities during the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 Balance at Beginning of Period Additions Deductions Balance at End of Period Contract liabilities $ 2,006 $ 16,082 $ (15,901) $ 2,187 Year Ended December 31, 2018 Balance at Beginning of Period Additions Deductions Balance at End of Period Contract liabilities $ 2,048 $ 12,131 $ (12,173) $ 2,006 The Company receives payments from customers based upon contractual billing schedules. Contract assets include amounts related to our contractual right to consideration for completed performance objectives not yet invoiced. There were no contract assets as of December 31, 2019 or 2018. Contract liabilities include payments received in advance of performance under the contract, variable freight allowances which are refunded to the customer, and rebates paid to distributors under the Company’s municipal rebate program, and are realized with the associated revenue recognized under the contract. The Company recognized all of the amount that was included in contract liabilities at the beginning of the period as revenue in the years ended December 31, 2019 and 2018. Transaction Price Allocated to the Remaining Performance Obligations Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2019. The guidance provides certain optional exemptions that limit this requirement. The Company has various contracts that meet the following optional exemptions provided by ASC 606: 1. The performance obligation is part of a contract that has an original expected duration of one year or less. 2. Revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer in accordance with ASC 606-10-55-18. 3. The variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met. After considering the above optional exemptions, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period that would require disclosure would be immaterial. Specifically, all obligations are expected to be less than one year, revenue is recognized from the satisfaction of the performance obligations in the amount billable and variable consideration is allocated entirely to wholly unsatisfied performance obligations. Practical Expedients and Exemptions As allowed under Topic 606, the Company adopted the following practical expedients and exemptions: ● The Company generally expenses sales commissions when incurred because the amortization period would have been less than one year. The Company records these costs within selling, general and administrative expenses. ● The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. ● The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. ● The Company excludes from the transaction price all sales taxes that are assessed by a governmental authority. ● The Company does not adjust the promised amount of consideration for the effects of a significant financing component, as it expects at contract inception that the period between the transfer to a promised good or service to a customer and the customer’s payment for the good or service will be one year or less. ● The Company accounts for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions | |
Acquisition | 4. Acquisitions On May 1, 2017, the Company purchased substantially all of the assets of Arrowhead Equipment, Inc. (“Arrowhead”). Total consideration was $7,385. The acquisition includes Arrowhead’s assets acquired at two upfit locations in Albany and Queensbury, New York that are both being leased by the Company. The assets were acquired with on hand cash and short term borrowings under the Company’s Revolving Credit Agreement. The acquired assets are included in the Work Truck Solutions segment and were acquired to expand the geographical footprint of that segment. The Company incurred $343 of transaction expenses related to this acquisition that are included in selling, general and administrative expense in the Consolidated Statements of Income in the year ended December 31, 2017. The following table summarizes the allocation of the purchase price paid and the subsequent working capital adjustment to the fair value of the net assets acquired as of the acquisition date: Accounts receivable - trade $ 852 Inventories 1,547 Prepaids and other current assets 6 Property and equipment 624 Goodwill 2,720 Intangible assets 2,700 Accounts payable and other liabilities (957) Unfavorable lease (107) Total $ 7,385 The goodwill for the acquisition is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. The Company expects to be able to deduct amortization of goodwill for income tax purposes over a fifteen-year period. The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations are included in the Company’s financial statements from the date of acquisition. From the date of acquisition through December 31, 2017, the Arrowhead assets contributed $7,964 of revenues and $607 of pre-tax operating income to the Company. On July 15, 2016, the Company acquired Dejana. The Dejana purchase agreement includes contingent consideration in the form of an earn out capped at $26,000. Under the earn out agreement, the former owners of Dejana are entitled to receive payments contingent upon the revenue growth and financial performance of the acquired business for the years 2016, 2017 and 2018. The preliminary estimated fair value of the earn out consideration was $10,200 which was further adjusted at December 31, 2016 to $10,373 as a result of the 2016 performance exceeding the 2016 fair value established at the opening balance sheet by $173 . The subsequent adjustment is included in selling, general and administrative expense in the Consolidated Statements of Income in the year ended December 31, 2016. Based on the year ended December 31, 2016 results, the new possible range of outcomes was reduced from $26,000 to a maximum earnout of $21,487 . The Company made a payment to the former owners of Dejana of $5,487 in the year ended December 31, 2017. The purchase agreement was amended on September 20, 2017 to extend the earnout measurement periods for an additional two years , namely the fiscal years ended December 31, 2019 and December 31, 2020, with the potential for the former owners of Dejana to earn up to 50% of the remaining unearned earnout payments based on the original earnout targets and measurement periods. During the third quarter of 2017, there was a fair value adjustment to reduce the earn out by ($1,186) , which was further reduced during the fourth quarter by ($600) , for a total fair value adjustment to the earnout for the year of ($1,786) , which is included as a reduction to selling, general and administrative expense in the Consolidated Statements of Income for the year ended December 31, 2017. During the fourth quarter of 2018, there was a fair value adjustment to reduce the earn out by ($900) , which is included as a reduction to selling, general and administrative expense in the Consolidated Statements of Income for the year ended December 31, 2018. During the fourth quarter of 2019, there was a fair value adjustment to reduce the earn out by ($200) , which is included as a reduction to selling, general and administrative expense in the Consolidated Statements of Income for the year ended December 31, 2019. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventories | |
Inventories | 5. Inventories Inventories consist of the following: December 31, 2019 2018 Finished goods $ 42,125 $ 43,192 Work-in-process 6,906 7,357 Raw material and supplies 28,911 31,447 $ 77,942 $ 81,996 The inventories in the table above do not include truck chassis inventory financed through a floor plan financing agreement as discussed in Note 9. The Company takes title to truck chassis upon receipt of the inventory through its floor plan agreement and performs upfitting service installations to the truck chassis inventory during the installation period. The floor plan obligation is then assumed by the dealer customer upon delivery. At December 31, 2019 and 2018, the Company had $6,539 and $4,204 of chassis inventory and related floor plan financing obligation, respectively. The Company recognizes revenue associated with upfitting and service installations net of the truck chassis. Unlike the floorplan agreement, the Company does not record inventory related to truck chassis acquired through the bailment pool agreement as these truck chassis are held on consignment. Like the revenue recognized on floorplan arrangement, revenue recognized for upfitting services on chassis acquired through the bailment agreement, are also recognized net of the truck chassis. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment | |
Property, plant and equipment | 6. Property, plant and equipment Property, plant and equipment are summarized as follows: December 31, 2019 2018 Land $ 2,378 $ 2,378 Land improvements 4,541 4,357 Leasehold improvements 4,087 4,079 Buildings 28,715 28,238 Machinery and equipment 55,238 50,129 Furniture and fixtures 17,918 16,360 Mobile equipment and other 5,285 4,883 Construction-in-process 6,555 3,084 Total property, plant and equipment 124,717 113,508 Less accumulated depreciation (66,273) (58,313) Net property, plant and equipment $ 58,444 $ 55,195 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | 7. Leases The Company has operating leases for manufacturing and upfit facilities, land and parking lots, warehousing space and certain equipment. The leases have remaining lease terms of less than one year to 16 years , some of which include options to extend the leases for up to 10 years . Such renewal options were not included in the determination of the lease term unless deemed reasonably certain of exercise. The discount rate used in measuring the lease liabilities is based on the Company’s interest rate on its secured Term Loan Credit Agreement. Certain of the Company’s leases contain escalating rental payments based on an index. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease Expense The components of lease expense, which are included in Cost of sales and Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income, were as follows: Year Ended December 31, 2019 Operating lease expense $ 4,857 Short term lease cost $ 380 Total lease cost $ 5,237 Cash Flow Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,679 Non-cash lease expense - right-of-use assets $ 3,672 Right-of-use assets obtained in exchange for operating lease obligations $ 5,325 Balance Sheet Supplemental balance sheet information related to leases is as follows: December 31, 2019 Operating Leases Operating lease right-of-use assets $ 22,557 Other current liabilities 3,822 Operating lease liabilities 18,981 Total operating lease liabilities $ 22,803 Weighted Average Remaining Lease Term Operating leases 78 months Weighted Average Discount Rate Operating leases 5.32% Lease Maturities Maturities of leases were as follows: Year ending December 31, Operating Leases 2020 $ 4,916 2021 4,625 2022 4,208 2023 3,766 2024 3,194 Thereafter 6,146 Total Lease Payments 26,855 Less: imputed interest (4,052) Total $ 22,803 Related Party Leases The Company entered into lease agreements at the time of the close of the Dejana acquisition with parties that are affiliated with the former owners of Dejana and remain affiliated with Dejana post - acquisition. The related parties continue to own land and buildings where Dejana conducts business. Such leases were entered into at market value. As of December 31, 2019, the Company had nine operating leases at Dejana upfitting and manufacturing facilities with related party affiliates. The Company incurred $2,168 of total lease expense to related parties in the year ended December 31, 2019. As the Company makes monthly payments to the related parties, there are no amounts owed to the related parties at December 31, 2019. ASC 840 Disclosure As required in transition, the below summarizes the Company’s future minimum lease payments at December 31, 2018 under ASC 840: Related Party Leases Third Party Leases Total Leases 2019 $ 2,250 $ 2,009 $ 4,259 2020 2,250 1,654 3,904 2021 2,250 1,364 3,614 2022 2,250 949 3,199 2023 2,130 574 2,704 Thereafter 4,410 1,500 5,910 Total lease obligations $ 15,540 $ 8,050 $ 23,590 |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Other Intangible Assets | |
Other Intangible Assets | 8. Other Intangible Assets The following is a summary of the Company’s other intangible assets: Gross Less Net Carrying Accumulated Carrying Amount Amortization Amount December 31, 2019 Indefinite-lived intangibles: Trademark and tradenames $ 77,600 $ - $ 77,600 Amortizable intangibles: Dealer network 80,000 63,000 17,000 Customer relationships 80,920 21,914 59,006 Patents 21,136 13,229 7,907 Noncompete agreements 8,640 8,177 463 Trademarks 5,459 3,713 1,746 Backlog 1,900 1,900 - License 20 20 - Amortizable intangibles, net 198,075 111,953 86,122 Total $ 275,675 $ 111,953 $ 163,722 Gross Less Net Carrying Accumulated Carrying Amount Amortization Amount December 31, 2018 Indefinite-lived intangibles: Trademark and tradenames $ 77,600 $ - $ 77,600 Amortizable intangibles: Dealer network 80,000 59,000 21,000 Customer relationships 80,920 16,607 64,313 Patents 21,136 11,974 9,162 Noncompete agreements 8,640 7,877 763 Trademarks 5,459 3,619 1,840 Backlog 1,900 1,900 - License 20 20 - Amortizable intangibles, net 198,075 100,997 97,078 Total $ 275,675 $ 100,997 $ 174,678 Amortization expense for intangible assets was $10,956, $11,472 and $11,401 for the years ended December 31, 2019, 2018 and 2017, respectively. Estimated amortization expense for the next five years is as follows: 2020 $ 10,932 2021 10,670 2022 10,520 2023 10,520 2024 7,520 The weighted average remaining life for intangible assets is 9.7 years at December 31, 2019. The Company relies on a combination of patents, trade secrets and trademarks to protect certain of the proprietary aspects of its business and technology. In the year ended December 31, 2019, the Company received a settlement resulting from an ongoing lawsuit with one of its competitors of $200 as part of defending its intellectual property. In the year ended December 31, 2017, the Company received a settlement resulting from an ongoing lawsuit with one of its competitors that had been ordered to stop using the Company’s intellectual property. Under the settlement agreement the Company received $1,275 as part of defending its intellectual property. The proceeds of these lawsuits are included on the Consolidated Statements of Operations and Comprehensive Income as Litigation proceeds. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | 9. Long-Term Debt Long-term debt is summarized below: December 31, 2019 2018 Term Loan, net of debt discount of $781 and $1,172 at December 31, 2019 and December 31, 2018, respectively $ 245,787 $ 278,081 Less current maturities 22,143 32,749 Long term debt before deferred financing costs 223,644 245,332 Deferred financing costs, net 1,563 2,386 Long term debt, net $ 222,081 $ 242,946 The scheduled maturities on long term debt at December 31, 2019, are as follows: 2020 $ 22,143 2021 223,644 $ 245,787 On July 15, 2016, the Company amended its senior credit facilities to, among other things, (i) provide for an incremental senior secured term loan facility in the aggregate principal amount of $130,000 to finance the acquisition of Dejana; (ii) permit the Company to enter into floor plan financing arrangements in an aggregate amount not to exceed $20,000; (iii) revise the calculation of excess cash flow in determining the amount of mandatory prepayments under the agreement for the term loan facility (the “Term Loan Credit Agreement”) to reduce the amount of excess cash flow by the cash portion of the purchase price of a permitted acquisition paid during any fiscal year, net of any proceeds of any related financings with respect to such purchase price and any sales of capital assets used to finance such purchase price; and (iv) extend the final maturity date of the revolving credit facility from December 31, 2019 to June 30, 2021. On February 8, 2017, the Company amended its Term Loan Credit Agreement to, among other things, (i) convert the existing senior secured term loan facilities into a consolidated senior secured term loan facility in the aggregate principal amount of $315,540; and (ii) decrease the interest rate margins that apply to the term loan facility from 3.25% to 2.50% for ABR Loans (as defined in the Term Loan Credit Agreement) and from 4.25% to 3.50% for Eurodollar Rate Loans (as defined in the Term Loan Credit Agreement). On August 17, 2017, the Company amended its Term Loan Credit Agreement to, among other things, (i) replace the existing senior secured term loan facility with a new senior secured term loan facility in the aggregate principal amount of $313,962; and (ii) decrease the interest rate margins that apply to the term loan facility from 2.50% to 2.00% for ABR Loans (as defined in the Term Loan Credit Agreement) and from 3.50% to 3.00% for Eurodollar Rate Loans (as defined in the Term Loan Credit Agreement). Prior to the 2017 amendments, the Company’s senior credit facilities consisted of a $190,000 term loan facility a $100,000 revolving credit facility with a group of banks, of . The Term Loan Credit Agreement provides for a senior secured term loan facility in the aggregate principal amount of $313,962 and generally bears interest (at the Company’s election) at either The agreement for the revolving credit facility (the “Revolving Credit Agreement”) provides that the Company has the option to select whether borrowings will bear interest at either (i) a margin ranging from 1.50% to 2.00% per annum, depending on the utilization of the facility, plus the LIBOR for the applicable interest period multiplied by the Statutory Reserve Rate (as defined in the Revolving Credit Agreement) or (ii) a margin ranging from 0.50% to 1.00% per annum, depending on the utilization of the facility, plus the greatest of (a) the Prime Rate (as defined in the Revolving Credit Agreement) in effect on such day, (b) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers plus 0.50% and (c) the LIBOR for a one month interest period multiplied by the Statutory Reserve Rate plus 1% . The maturity date for the Revolving Credit Agreement is June 30, 2021, and the Company’s term loan amortizes in nominal amounts quarterly with the balance payable on December 31, 2021. The term loan was originally issued at a $1,900 discount and the incremental term loan was issued at a $650 discount both of which are being amortized over the term of the term loan. The Company incurred $2,320 in financing costs in conjunction with the 2016 amendment, of which $2,120 related to the term loan and $200 related to the revolving line of credit, which are included as deferred financing costs as a reduction to Long–Term Debt on the Consolidated Balance Sheet. The amendment to the term loan facility in the year ended December 31, 2016 was deemed not to be a significant modification. The amendments to the term loan facility in 2017 did not result in a significant debt modification under ASC 470-50. Additionally, the Company expensed as incurred approximately $1,608 in costs with third parties directly related to the amendment in the year ended December 31, 2017. At December 31, 2019, the Company had outstanding borrowings under the term loan of $245,787, no outstanding borrowings on the revolving credit facility and remaining borrowing availability of $99,352. The Company’s senior credit facilities include certain negative and operating covenants, including restrictions on its ability to pay dividends, and other customary covenants, representations and warranties and events of default. The senior credit facilities entered into and recorded by the Company’s subsidiaries significantly restrict its subsidiaries from paying dividends and otherwise transferring assets to the Company. The terms of the Company’s revolving credit facility specifically restrict subsidiaries from paying dividends if a minimum availability under the revolving credit facility is not maintained, and both senior credit facilities restrict subsidiaries from paying dividends above certain levels or at all if an event of default has occurred. These restrictions would affect the Company indirectly since the Company relies principally on distributions from its subsidiaries to have funds available for the payment of dividends. In addition, the Company’s revolving credit facility includes a requirement that, subject to certain exceptions, capital expenditures may not exceed $12,500 in any calendar year (plus the unused portion of permitted capital expenditures from the preceding year subject to a $12,500 cap and a separate one-time $15,000 capital expenditures to be used for the consolidation of facilities and costs associated with the acquiring and/or development and construction of one new manufacturing facility) and, if certain minimum availability under the revolving credit facility is not maintained, that the Company comply with a monthly minimum fixed charge coverage ratio test of 1.0: In accordance with the senior credit facilities, the Company is required to make additional principal prepayments over the above scheduled payments under certain conditions. This includes, in the case of the term loan facility, 100% of the net cash proceeds of certain asset sales, certain insurance or condemnation events, certain debt issuances, and, within 150 days of the end of the fiscal year, 50% of excess cash flow, as defined, including a deduction for certain distributions (which percentage is reduced to 0% upon the achievement of certain leverage ratio thresholds), for any fiscal year. Excess cash flow is defined in the senior credit facilities as consolidated adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) plus a working capital adjustment less the sum of repayments of debt and capital expenditures subject to certain adjustments, interest and taxes paid in cash, management fees and certain restricted payments (including dividends or distributions). Working capital adjustment is defined in the senior credit facilities as the change in working capital, defined as current assets excluding cash and cash equivalents less current liabilities excluding current portion of long term debt. As of December 31, 2019 and 2018, the Company was not required to make an excess cash flow payment. The Company made a voluntary payment of $20,000 on its debt on January 30, 2020. The Company made a voluntary payment of $30,000 on its debt on February 13, 2019. As of December 31, 2017, the Company was required to make an excess cash flow payment of $11,279, which was paid on January 31, 2018 along with a voluntary payment of $18,721. On June 13, 2019 the Company entered into an interest rate swap agreement to reduce its exposure to interest rate volatility. The interest rate swap has a notional amount of $175,000 effective for the period May 31, 2019 through May 31, 2024. The interest rate swap is accounted for as a cash flow hedge. The Company may have counterparty credit risk resulting from the interest rate swap, which it monitors on an on-going basis. The risk lies with one global financial institution. Under the interest rate swap agreement, the Company will either receive or make payments on a monthly basis based on the differential between 2.495% and LIBOR (with a LIBOR floor of 1.0% ). The interest rate swap replaced four interest rate swaps that the Company had entered into in 2015 and 2018, which are described in further detail below. The Company entered into interest rate swap agreements on February 20, 2015 to reduce its exposure to interest rate volatility. The three interest rate swap agreements had notional amounts of $45,000, $90,000 and $135,000 effective for the periods December 31, 2015 through March 29, 2018, March 29, 2018 through March 31, 2020 and March 31, 2020 through June 30, 2021, respectively. On February 5, 2018, the Company entered into additional interest rate swap agreements to reduce its exposure to interest rate volatility. The two interest rate swap agreements had notional amounts of $50,000 and $150,000 effective for the periods December 31, 2018 through June 30, 2021 and June 30, 2021 through December 10, 2021, respectively. The interest rates swaps were accounted for as cash flow hedges. Under the interest rate swap agreement, effective as of December 31, 2015, the Company either received or made payments on a monthly basis based on the differential between 1.860% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement, effective as of March 29, 2018, the Company would either receive or make payments on a monthly basis based on the differential between 2.670% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement, effective as of March 31, 2020, the Company would either receive or make payments on a monthly basis based on the differential between 2.918% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement effective as of December 31, 2018, the Company would either receive or make payments on a monthly basis based on the differential between 2.613% and LIBOR. Under the interest rate swap agreement effective as of June 30, 2021, the Company would either receive or make payments on a monthly basis based on the differential between 2.793% and LIBOR. The interest rate swap’s negative fair value at December 31, 2019 was $6,736, of which $1,522 and $5,214 are included in Accrued expenses and other current liabilities and Other long-term liabilities on the Consolidated Balance Sheet, respectively. The interest rate swaps’ negative fair value at December 31, 2018 was $2,031, of which $127 and $1,904 are included in Accrued expenses and other current liabilities and Other long-term liabilities on the Consolidated Balance Sheet, respectively. The Company receives on consignment, truck chassis on which it performs upfitting service installations under “bailment pool” arrangements with major truck manufacturers. The Company never receives title to the truck chassis. The aggregate value of all bailment pool chassis on hand as of December 31, 2019 and 2018 was $28,645 and $15,197, respectively. The Company is responsible to the manufacturer for interest on chassis held for upfitting. Interest rates vary depending on the number of days in the bailment pool. As of December 31, 2019, rates were based on prime (4.75% at December 31, 2019) plus a margin ranging from 0% to 8%. During 2019, the Company incurred $89 in interest on the bailment pool arrangement. During 2018, the Company incurred $49 in interest on the bailment pool arrangement. The Company has a floor plan line of credit for up to $20,000 with a financial institution. The current terms of the line of credit are contained in a credit agreement dated July 15, 2016 and expired on July 31, 2017, which the Company renewed through December 31, 2020. Under the floor plan agreement the Company receives truck chassis and title on upfitting service installations. Upon upfit completion, the title transfers from the Company to the dealer customer. The note bears interest at an adjusted LIBOR rate, plus an applicable rate of 1.75%. The obligation under the floor plan agreement as of December 31, 2019 and 2018 is $6,539 and $4,204, respectively. During 2019, the Company incurred $382 in interest on the floor plan arrangements. During 2018, the Company incurred $230 in interest on the floor plan arrangements. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are summarized as follows: December 31, 2019 2018 Payroll and related costs $ 10,382 $ 9,607 Employee benefits 6,097 5,281 Accrued warranty 3,941 3,662 Other 6,076 4,756 $ 26,496 $ 23,306 |
Warranty Liability
Warranty Liability | 12 Months Ended |
Dec. 31, 2019 | |
Warranty Liability | |
Warranty Liability | 11. Warranty Liability The Company accrues for estimated warranty costs as sales are recognized and periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary. The Company’s warranties generally provide, with respect to its snow and ice control equipment, that all material and workmanship will be free from defect for a period of one to two years after the date of purchase by the end-user, and with respect to its parts and accessories purchased separately, that such parts and accessories will be free from defect for a period of one year after the date of purchase by the end-user. Certain snowplows only provide for a one year warranty. The Company determines the amount of the estimated warranty costs (and its corresponding warranty reserve) using the expected value method, and is based on the Company’s prior five years of warranty history utilizing a formula driven by historical warranty expense and applying management’s judgment. The Company adjusts its historical warranty costs to take into account unique factors such as the introduction of new products into the marketplace that do not provide a historical warranty record to assess. All of the Company’s warranties are assurance-type warranties. The warranty reserve is $6,541 at December 31, 2019 of which $2,600 is included in Other long term liabilities and $3,941 is included in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheet. At December 31, 2018, the warranty reserve is $6,174 of which $2,512 is included in Other long term liabilities and $3,662 is included in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheet. December 31, 2019 2018 2017 Balance at the beginning of the period $ 6,174 $ 5,677 $ 6,160 Establish warranty liability for Arrowhead - - 65 Warranty provision 3,953 4,076 2,506 Claims paid/settlements (3,586) (3,579) (3,054) Balance at the end of the period $ 6,541 $ 6,174 $ 5,677 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The provision for income tax expense (benefit) consists of the following: Year ended December 31 2019 2018 2017 Current: Federal $ 12,492 $ 3,953 $ 11,897 State 3,067 1,736 988 15,559 5,689 12,885 Deferred: Federal (1,442) 5,001 (17,264) State (666) 1,164 1,970 (2,108) 6,165 (15,294) $ 13,451 $ 11,854 $ (2,409) A reconciliation of income tax expense computed at the federal statutory rate to the provision for income taxes for the years ended December 31, 2019, 2018 and 2017 is as follows: 2019 2018 2017 Federal income tax expense at statutory rate $ 13,150 $ 11,709 $ 18,520 State taxes, net of federal benefit 2,239 2,349 1,539 Change in uncertain tax positions, net (601) (1,292) 1,043 Research and development credit (404) (226) (160) State rate change (426) 287 240 Manufacturing tax benefits - - (933) Federal deferred rate change - (836) (22,452) Other (507) (137) (206) $ 13,451 $ 11,854 $ (2,409) Significant components of the Company’s deferred tax liabilities and assets are as follows: December 31, 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 382 $ 212 Inventory reserves 1,388 1,353 Warranty liability 1,643 1,559 Deferred compensation 1,380 1,264 Earnout liabilities 406 516 Pension and retiree health benefit obligations 1,682 1,219 Interest rate swap 1,733 - Accrued vacation 833 702 Medical claims reserve 56 78 Operating lease liabilities 6,108 - Net operating losses 3,754 4,416 Other accrued liabilities 2,953 2,176 Valuation allowance (1,612) (1,473) Total deferred tax assets 20,706 12,022 Deferred tax liabilities: Tax deductible goodwill and other intangibles (54,808) (53,565) Accelerated depreciation (7,320) (6,547) Operating leases - right of use assets (6,108) - Other 319 (108) Total deferred tax liabilities (67,917) (60,220) Net deferred tax liabilities $ (47,211) $ (48,198) Deferred income tax balances reflect the effects of temporary differences between the carrying amount of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. State operating loss carry forwards for tax purposes will result in future tax benefits of approximately $2,919. These loss carry-forwards will begin to expire in 2021. The Company evaluated the need to maintain a valuation allowance against certain deferred tax assets. Based on this evaluation, which included a review of recent profitability, future projections of profitability, and future deferred tax liabilities, the Company concluded that a valuation allowance of approximately $1,612 is necessary at December 31, 2019 for the state net operating loss carry-forwards which are likely to expire prior to the Company's ability to use the tax benefit. A reconciliation of the beginning and ending liability for uncertain tax positions is as follows: 2019 2018 2017 Balance at beginning of year $ 1,795 $ 3,531 $ 2,361 Increases for tax positions taken in the current year 131 21 97 Increases for tax positions taken in the prior years 15 146 1,602 Decreases due to settlements with taxing authorities - (693) (8) Decreases due to lapses in the statute of limitations (722) (1,210) (521) Balance at the end of year $ 1,219 $ 1,795 $ 3,531 The amount of the unrecognized tax benefits that would affect the effective tax rate, if recognized, was approximately $1,219 at December 31, 2019. The Company recognizes interest and penalties related to the unrecognized tax benefits in income tax expense. Approximately $487 and $502 of accrued interest and penalties is reported as an income tax liability at December 31, 2019 and 2018, respectively. The liability for unrecognized tax benefits is reported in Other Long-term Liabilities on the consolidated balance sheets at December 31, 2019 and 2018. The Company files income tax returns in the United States (federal) and various states. Tax years open to examination by tax authorities under the statute of limitations include 2016, 2017 and 2018 for Federal and 2015 through 2018 for most states. Tax returns for the 2019 tax year have not yet been filed. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“The Act”). Over the long term, the Company generally expects to benefit from the lower statutory rates provided by The Act. The Company operates solely in the United States; therefore, the international provisions of The Act do not apply. The only material item that impacted the Company in 2017 is the reduction in the deferred tax rate. As a result of the reduction in the U.S. corporate income tax rate from 35.0 percent to 21.0 percent under The Act, the Company recorded a reduction to its net deferred tax liability of $22,452, and a corresponding decrease to income tax expense in the Company’s Consolidated Statement of Operations for the year ended December 31, 2017. |
Employee Retirement Plans
Employee Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Retirement Plans | |
Employee Retirement Plans | 13. Employee Retirement Plans Pension benefits The Company sponsored qualified defined-benefit plans, including the Douglas Dynamics, L.L.C Pension Plan for Hourly Employees (“hourly plan”) and the Douglas Dynamics, L.L.C Salaried Pension Plan (“salaried plan”). The salaried plan generally provided pension benefits that were based on the employee’s average earnings and credited service. Such plan was partially frozen as of December 31, 2011 and subsequently was completely frozen as of December 31, 2018. The hourly plan generally provided benefits of stated amounts for each year of service. Such plan was frozen as of December 31, 2011. Consistent with its long term plans, the Company terminated its hourly plan and salaried plan during the fourth quarter of 2019. In October of 2019, lump-sum settlement payments of $3,245 and $12,476 were made from the hourly plan and salaried plan, respectively, in conjunction with the termination of these plans. In satisfaction of its obligations, in November of 2019 the Company purchased annuities of $4,767 and $20,044 for hourly plan and salaried plan participants, respectively. The Company recognized a non-cash charge within the Consolidated Statements of Income related to unrecognized actuarial losses in AOCL of $6,380. The reconciliation of the beginning and ending balances of the fair value of plan assets, funded status of plans, and amounts recognized in the consolidated balance sheets consisted of the following: December 31 2019 2018 Benefit obligation at beginning of year $ 40,182 $ 43,664 Service cost - 409 Interest cost 1,642 1,555 Actuarial (gain) loss 166 (3,296) Benefits paid (1,451) (1,391) Pension settlement (40,539) - Curtailment - (759) Benefit obligation at end of year - 40,182 Fair value of plan assets at beginning of year 38,053 33,903 Actual return on plan assets 3,477 (1,506) Employer contributions through December 31 460 7,047 Pension settlement (40,539) - Benefits paid (1,451) (1,391) Fair value of plan assets at end of year - 38,053 Funded status at end of year $ - $ (2,129) The components of net periodic pension cost consisted of the following for the years ended December 31, 2019 2018 2017 Components of net periodic pension cost: Service cost $ - $ 409 $ 356 Interest cost 1,642 1,555 1,613 Expected return on plan assets (1,175) (1,901) (1,790) Amortization of net loss 595 706 723 Effect of settlement for termination 6,380 - - Net periodic pension cost $ 7,442 $ 769 $ 902 The accumulated benefit obligation for all pension plans as of December 31, 2019 and 2018, was $0 and $40,182, respectively. The Company used December 31 as its measurement date for all periods presented. Assumptions used in determining net periodic pension cost for the plans consisted of the following: Year ended December 31 2019 2018 2017 Discount rates N/A 3.6 % 4.2 % Rates of increase in compensation levels: Salaried N/A 3.5 3.5 Hourly N/A N/A N/A Expected long-term rate of return on assets Salaried N/A 5.8 6.5 Hourly N/A 6.5 6.5 The discount rate used to determine the benefit obligation at December 31, 2018 was 4.2% for both the hourly and salaried pension plans. The discount rate used to determine the benefit obligation at December 31, 2017 was 3.6% for both the hourly The Company made required minimum pension funding contributions of $0 to the pension plans in 2019 as a result of the $7,000 in voluntary contributions in 2018. In conjunction with the termination of the plans, the Company made payments of $464 in the fourth quarter of 2019. Historically, the Company maintained target allocation percentages among various asset classes based on an investment policy established for the pension plans, which was designed to achieve long-term objectives of return, while mitigating downside risk and considering expected cash flows. The weighted-average target asset allocations were reflective of actual investments at December 31, 2018. The investment policy was reviewed periodically in order to achieve overall objectives in light of current circumstances. In the year ended December 31, 2018, the Company rebalanced its investments to fixed income and cash equivalents in conjunction with the changes in funding status resulting from the $7.0 million voluntary contribution. The Company’s weighted-average asset allocation and actual allocation for the qualified hourly pension plan by asset category at December 31, 2018 is as follows: Target 2018 Large Cap Equity 5 % $ - 0 % Mid Cap Equity 0 % - 0 % Small Cap Equity 0 % - 0 % International Equity 2 % - 0 % Emerging Markets Equity 0 % - 0 % Fixed Income and Cash Equivalents 90 % 7,388 99 % Real Estate 3 % 107 1 % Total 100 % $ 7,495 100 % The Company’s weighted-average asset allocation and actual allocation for the qualified salaried pension plan by asset category at December 31 is as follows: Target 2018 Large Cap Equity 5 % $ - 1 % Mid Cap Equity 0 % - 0 % Small Cap Equity 0 % - 0 % International Equity 2 % - 0 % Emerging Markets Equity 0 % - 0 % Fixed Income and Cash Equivalents 90 % 30,009 98 % Real Estate 3 % 549 2 % Total 100 % $ 30,558 100 % Historically, the investment strategy was to build an efficient, well-diversified portfolio based on a long-term, strategic outlook of the investment markets. The investment market outlook utilized both historical-based and forward-looking return forecasts to establish future return expectations for various asset classes. These return expectations are used to develop a core asset allocation based on the needs of the plan. The core asset allocation utilizes investment portfolios of various asset classes and multiple investment managers in order to help maximize the plan’s return while providing multiple layers of diversification to help minimize risk. As a result of the change in funding status in the year ended 2018, the Company rebalanced its investments to minimize market risk. The following table presents the fair values of the plan assets related to the Company’s pension plans within the fair value hierarchy as defined in Note 2. The fair values of the Company’s pension plan assets as of December 31, 2018 are as follows: Balance as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Fixed-income holdings 37,397 — 37,397 — Alternative investments 656 — — 656 Total pension plan assets $ 38,053 $ — $ 37,397 $ 656 Level 2 investments are based on quoted prices for similar assets in markets that are not active while Level 3 investments are comprised of a real estate fund for which the fair value is determined by taking the appraised values of the properties on hand plus other assets and subtracting mortgage loans and other liabilities. The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3): December 31, 2019 2018 Balance, beginning of year $ 656 $ 2,026 Deposits - 213 Actual return on plan assets held at reporting date 30 136 Withdrawals and transfers (686) (1,719) Balance, end of year $ - $ 656 Postretirement benefits The Company provides postretirement healthcare benefits for certain employee groups. The postretirement healthcare plans are contributory and contain certain other cost-sharing features such as deductibles and coinsurance. The plans are unfunded. Employees do not vest until they retire from active employment with the Company and have at least twelve years of service. These benefits can be amended or terminated at any time and are subject to the same ongoing changes as the Company’s healthcare benefits for employees with respect to deductible, co-insurance and participant contributions. Effective January 1, 2004, the postretirement healthcare benefits were extended to all active employees of the Company as of December 31, 2003. The period of coverage was reduced and the retiree contribution percentage was increased in order to keep the cost of the plan equivalent to the previous plan design. Maximum coverage under the plan is limited to ten years. All benefits terminate upon the death of the retiree. Employees who began working for the Company after December 31, 2003, are not eligible for postretirement healthcare benefits. The reconciliation of the beginning and ending balances of the projected benefit obligation for the Company consisted of the following: December 31 2019 2018 Change in projected benefit obligation: Benefit obligation at beginning of year $ 6,420 $ 6,949 Service cost 149 189 Interest cost 252 233 Participant contributions 38 25 Changes in actuarial assumptions (266) (926) Benefits paid (55) (50) Projected benefit obligation at end of year $ 6,538 $ 6,420 Amounts recognized in the consolidated balance sheets consisted of: Accrued expenses and other current liabilities $ 200 $ 180 Retiree health benefit obligation 6,338 6,240 $ 6,538 $ 6,420 The components of postretirement healthcare benefit cost consisted of the following for the year ended December 31, 2019 2018 2017 Components of net postretirement health benefit cost: Service cost $ 149 $ 189 $ 205 Interest cost 252 233 278 Amortization of net gain (312) (211) (107) Net postretirement healthcare benefit cost $ 89 $ 211 $ 376 The assumed discount and healthcare cost trend rates are summarized as follows: Year Ended December 31 2019 2018 2017 Discount rate 4.0 % 3.4 % 3.8 % Immediate healthcare cost trend rate * ** *** Ultimate healthcare cost trend rate 4.5 4.5 4.5 Assumed annual reduction in trend rate * ** *** Participation 60 60 60 * Health Care Cost Trend rate is assumed to be 6.8% beginning in 2019 gradually reducing to an ultimate rate of 4.5% in 2028. ** Health Care Cost Trend rate is assumed to be 6.8% beginning in 2018 gradually reducing to an ultimate rate of 4.5% in 2027. *** Health Care Cost Trend rate is assumed to be 7.0% beginning in 2017 gradually reducing to an ultimate rate of 4.5% in 2026. The discount rate used to determine the benefit obligation at December 31, 2019 and 2018 is 3.0% and 3.8%, respectively. For December 31, 2019, the health care cost trend rate is assumed to be 6.8% beginning in 2019 gradually reducing to an ultimate rate of 4.5% in 2028. For December 31, 2018, the health care cost trend rate is assumed to be 6.8% beginning in 2018 gradually reducing to an ultimate rate of 4.5% in 2027. For December 31, 2017, the health care cost trend rate is assumed to be 7.0% beginning in 2017 gradually reducing to an ultimate rate of 4.5% in 2026. A one percentage point change in the healthcare cost trend rate would have the following effect at December 31, 2019: 1% 1% Increase Decrease Effect on total service and interest cost $ 42 $ (36) Effect on postretirement benefit obligation 672 (592) No actuarial gains (losses) remain in accumulated other comprehensivce loss related to pension due to the termination of the plans. The amount included in accumulated other comprehensive loss, net of tax, at December 31, 2019, which has not yet been recognized in net periodic OPEB cost was a net actuarial gain of $2,209. The estimated actuarial gain for the defined benefit postretirement benefit plan that will be amortized from accumulated other comprehensive loss into net OPEB cost during 2020 is $28. Defined contribution plan The Company has a defined contribution plan, which qualifies under Section 401(k) of the Internal Revenue Code and provides substantially all employees an opportunity to accumulate personal funds for their retirement. Contributions are made on a before-tax basis to the plan and are invested, at the employees’ direction, among a variety of investment alternatives including, commencing January 1, 2013, a Company common stock fund designated as an employee stock ownership plan. As determined by the provisions of the plan, the Company matches a portion of the employees’ basic voluntary contributions. There were certain plan design changes in the year ended December 31, 2019 which changed the nature of the Company match. The Company matching contributions to the plan were approximately $3,627, $1,700 and $625 for the years ended December 31, 2019, 2018 and 2017, respectively. Beginning January 1, 2012, the Company amended its defined contribution plan to permit non-discretionary employer contributions. The Company made non-discretionary employer contributions of $0, $1,237 and $1,128 in the years ended December 31, 2019, 2018 and 2017, respectively. The Company merged the separate Henderson plan into the Douglas Dynamics, L.L.C. 401(k) plan in 2016. The Company merged the separate Dejana plan into the Douglas Dynamics, L.L.C. 401(k) plan in 2018. Non-qualified plan The Company also maintains a supplemental non-qualified plan for certain officers and other key employees. Expense for this plan was $553, $542 and $526 for the years ended December 31, 2019, 2018 and 2017, respectively. The amount accrued was $7,679, $5,243 and $4,980 as of December 31, 2019, 2018 and 2017, respectively. Amounts were determined based on the fair value of the liability at December 31, 2019, 2018 and 2017, respectively. The Company holds assets that substantially equivalent to the liability and are intended to fund the liability. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock Based Compensation | |
Stock Based Compensation | 14. Stock-Based Compensation 2010 Stock Incentive Plan In connection with the IPO, in May 2010, the Company’s Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). The material terms of the performance goals under the 2010 Plan, as amended and restated, were approved by stockholders at the Company’s 2014 annual meeting of stockholders. The 2010 Plan provides for the issuance of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards and restricted stock units, any of which may be performance-based, and for incentive bonuses, which may be paid in cash or stock or a combination of both, to eligible employees, officers, non-employee directors and other service providers to the Company and its subsidiaries. A maximum of 2,130,000 shares of common stock may be issued pursuant to all awards under the 2010 Plan. As of December 31, 2019, the Company had 918,830 shares of common stock available for future issuance of awards under the 2010 Plan. The shares of common stock to be issued under the 2010 Plan will be made available from authorized and unissued Company common stock. Restricted Stock Units Restricted stock units (“RSUs”) are granted to both non-employee directors and management. Prior to 2013, RSUs were only issued to directors. However, in 2013, the Company changed the timing and form of management’s annual stock grants and began to grant RSUs to management. RSUs do not carry voting rights. While all non-employee director RSUs participate in dividend equivalents, there are two classes of management RSUs, one that participates in dividend equivalents, and a second that does not participate in dividend equivalents. Each RSU represents the right to receive one share of the Company’s common stock and is subject to time based vesting restrictions. Participants are not required to pay any consideration to the Company at either the time of grant of a RSU or upon vesting. In 2013, the Company’s compensation committee approved a retirement provision for RSUs issued to management. The retirement provision provides that members of management who either (1) are age 65 or older or (2) have at least ten years of service and are at least age 55 will continue to vest in unvested RSUs upon retirement. As the retirement provision does not qualify as a substantive service condition, the Company incurred $1,374, $2,968 and $619 in additional expense in the years ended December 31, 2019, 2018 and 2017, respectively, as a result of accelerated stock based compensation expense for employees who meet the thresholds of the retirement provision. The Company’s nominating and governance committee also approved a retirement provision for the RSUs issued to non-employee directors that accelerates the vesting of such RSUs upon retirement. Such awards are fully expensed immediately upon grant in accordance with ASC 718, as the retirement provision eliminates substantive service conditions associated with the awards. A summary of RSU activity for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted Weighted Average Average Grant Remaining Date Contractual Shares Fair value Term Unvested at December 31, 2016 47,790 20.31 0.96 years Granted 128,893 24.31 0.31 years Vested (128,697) 22.93 Cancelled and forfeited (444) 33.60 Unvested at December 31, 2017 47,542 23.95 0.84 years Granted 134,804 35.73 0.43 years Vested (136,747) 32.45 Cancelled and forfeited — — Unvested at December 31, 2018 45,599 33.28 1.32 years Granted 47,360 36.48 0.76 years Vested (56,863) 22.05 Cancelled and forfeited (420) 36.48 Unvested at December 31, 2019 35,676 $ 36.49 1.40 years Expected to vest in the future at December 31, 2019 34,392 $ 36.49 1.40 years The Company recognized $1,819, $2,670 and $1,732 of compensation expense related to the RSU awards in the years ended December 31, 2019, 2018 and 2017, respectively. The unrecognized compensation expense, net of expected forfeitures, calculated under the fair value method for shares that were, as of December 31, 2019, expected to be earned through the requisite service period was approximately $733 and is expected to be recognized through 2022. For 2019 grants to non-employee directors, vesting occurs as of the grant date. Vested director RSUs are “settled” by the delivery to the participant or a designated brokerage firm of one share of common stock per vested RSU as soon as reasonably practicable following a termination of service of the participant that constitutes a separation from service, and in all events no later than the end of the calendar year in which such termination of service occurs or, if later, two Performance Share Unit Awards The Company granted performance share units as performance based awards under the 2010 Plan in the first quarter of 2019 and 2018 that are subject to performance conditions over a three year performance period beginning in the year of the grant. Upon meeting the prescribed performance conditions, employees will be issued shares which vest immediately at the end of the measurement period. Currently the Company expects participants to earn 47,958 and 64,489 shares related to the 2019 and 2018 performance share grants, respectively. For performance share grants in prior years, upon meeting the prescribed performance conditions, in the first quarter of the year subsequent to grant, employees were issued RSUs, a portion of which is subject to vesting over the two years following the end of the performance period. In accordance with ASC 718, such awards are being expensed over the vesting period from the date of grant through the requisite service period, based upon the most probable outcome. In the first quarter of 2018 there were 64,040 performance share units that converted into RSUs, respectively. issued two two-year |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings per Share | |
Earnings per Share | 15. Earnings Per Share Basic earnings per share of common stock is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock is computed by dividing net income by the weighted average number of common shares, using the two-class method. As the Company has granted RSUs that both participate in dividend equivalents and do not participate in dividend equivalents, the Company has calculated earnings per share pursuant to the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. Diluted net earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average number of common stock and dilutive common stock outstanding during the period. Potential common shares in the diluted net earnings per share computation are excluded to the extent that they would be anti-dilutive. 2019 2018 2017 Basic earnings per common share Net income $ 49,166 $ 43,905 $ 55,324 Less income allocated to participating securities 639 584 715 Net income allocated to common shareholders $ 48,527 $ 43,321 $ 54,609 Weighted average common shares outstanding 22,779,057 22,681,888 22,576,381 $ 2.13 $ 1.91 $ 2.42 Earnings per common share assuming dilution Net income $ 49,166 $ 43,905 $ 55,324 Less income allocated to participating securities 639 584 715 Net income allocated to common shareholders $ 48,527 $ 43,321 $ 54,609 Weighted average common shares outstanding 22,779,057 22,681,888 22,576,381 Incremental shares applicable to stock based compensation 34,654 22,968 11,267 Weighted average common shares assuming dilution 22,813,711 22,704,856 22,587,648 $ 2.11 $ 1.89 $ 2.40 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies In the ordinary course of business, the Company is engaged in various litigation including product liability and intellectual property disputes. However, the Company does not believe that any pending litigation will have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity. In addition, the Company is not currently a party to any environmental-related claims or legal matters. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segments | |
Segments | 17. Segments The Company operates through two operating segments for which separate financial information is available, and for which operating results are evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. During the first quarter of 2019, the Company reorganized its business segments to reflect a new operating structure as a result of a change in how the Company’s chief operating decision maker allocates resources, makes operating decisions and assesses the performance of the business. The Company’s two current reportable business segments are described below. Work Truck Attachments. includes the Company’s operations that manufacture and sell snow and ice control attachments and other products sold under the FISHER®, WESTERN®, and SNOWEX® brands. Work Truck Solutions. The Work Truck Solutions segment includes manufactured municipal snow and ice control products under the HENDERSON® brand and the up-fit of market leading attachments and storage solutions under the HENDERSON® brand, and the DEJANA® brand and its related sub-brands. Segment performance is evaluated based on segment net sales and adjusted EBITDA. Separate financial information is available for the two operating segments. In addition, segment results include an allocation of all corporate costs to Work Truck Attachments and Work Truck Solutions. Prior period segment information has been recast to align with this change in reporting structure and to reflect an allocation of corporate costs. Historically, sales from Work Truck Attachments to Work Truck Solutions were recorded at third party pricing. In 2018 and 2019, sales between Work Truck Attachments and Work Truck Solutions reflect the Company’s intercompany pricing policy. The following table shows summarized financial information concerning the Company’s reportable segments: 2019 2018 2017 Net sales Work Truck Attachments $ 293,630 $ 275,244 $ 238,889 Work Truck Solutions 278,080 248,823 236,038 $ 571,710 $ 524,067 $ 474,927 Adjusted EBITDA Work Truck Attachments $ 80,747 $ 80,396 $ 64,101 Work Truck Solutions 27,358 16,047 26,826 $ 108,105 $ 96,443 $ 90,927 Depreciation and amortization expense Work Truck Attachments $ 10,217 $ 9,609 $ 9,536 Work Truck Solutions 8,995 9,476 9,048 $ 19,212 $ 19,085 $ 18,584 Assets Work Truck Attachments $ 361,876 $ 348,714 $ 352,706 Work Truck Solutions 343,819 327,479 332,470 $ 705,695 $ 676,193 $ 685,176 Capital expenditures Work Truck Attachments $ 9,417 $ 6,931 $ 5,437 Work Truck Solutions 2,246 2,917 2,943 $ 11,663 $ 9,848 $ 8,380 Adjusted EBITDA Work Truck Attachments $ 80,747 $ 80,396 $ 64,101 Work Truck Solutions 27,358 16,047 26,826 Total Adjusted EBITDA $ 108,105 $ 96,443 $ 90,927 Less items to reconcile Adjusted EBITDA to Income before taxes: Interest expense - net 16,782 16,943 18,336 Depreciation expense 8,256 7,613 7,183 Amortization 10,956 11,472 11,401 Purchase accounting (1) (417) (900) (1,786) Stock based compensation 3,239 4,550 3,500 Litigation proceeds (200) - (1,275) Pension termination 6,609 - - Other charges (2) 263 1,006 653 Income before taxes $ 62,617 $ 55,759 $ 52,915 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' equity | |
Stockholders' equity | 18. Stockholders’ equity Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, par value $0.01 per share. Subject to any limitations under law or the Company’s certificate of incorporation, the Company’s board of directors is authorized to provide for the issuance of the shares of preferred stock in one or more series; to establish the number of shares to be included in each series; and to fix the designation, powers, privileges, preferences, relative participating, optional or other rights (if any), and the qualifications, limitations or restrictions of the shares of each series. As of December 31, 2019 and 2018 issued Common Stock The Company has 200,000,000 shares of common stock authorized, of which 22,795,412 and 22,700,991 shares were issued outstanding The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, common stockholders would be entitled to share ratably in the Company’s assets and funds remaining after payment of liabilities. |
Valuation and qualifying accoun
Valuation and qualifying accounts | 12 Months Ended |
Dec. 31, 2019 | |
Valuation and qualifying accounts | |
Valuation and qualifying accounts | 19. Valuation and qualifying accounts The Company’s valuation and qualifying accounts for the years ended December 31, 2019, 2018 and 2017 are as follows: Balance at Additions Changes to Balance at beginning charged to reserve, net(1) end of year of year earnings Year ended December 31, 2019 Allowance for doubtful accounts $ 871 $ 1,361 $ (745) $ 1,487 Valuation of deferred tax assets 1,473 - 139 1,612 Year ended December 31, 2018 Allowance for doubtful accounts $ 1,056 $ 531 $ (716) $ 871 Valuation of deferred tax assets 777 - 696 1,473 Year ended December 31, 2017 Allowance for doubtful accounts $ 1,158 $ 1,475 $ (1,577) $ 1,056 Valuation of deferred tax assets 640 - 137 777 (1) Increases (deductions) from the allowance for doubtful accounts equal accounts receivable written off and increases related to acquired businesses, less recoveries, against the allowance. Increases (deductions) to the valuation of deferred tax assets relate to the reversals due to changes in management’s judgments regarding the future realization of the underlying deferred tax assets. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss by Component | 12 Months Ended |
Dec. 31, 2019 | |
Changes in Accumulated Other Comprehensive Loss by Component | |
Changes in Accumulated Other Comprehensive Loss by Component | 20. Changes in Accumulated Other Comprehensive Loss by Component In conjunction with the adoption of ASU 2018-02 – Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income accumulated other comprehensive loss to retained earnings effective December 31, 2018. Changes to accumulated other comprehensive loss by component for the year ended December 31, 2019 is as follows: Unrealized Net Loss Retiree on Interest Health Rate Benefit Pension Swap Obligation Obligation Total Balance at December 31, 2018 $ (1,530) $ 2,118 $ (6,637) $ (6,049) Other comprehensive gain (loss) before reclassifications (3,867) 325 (189) (3,731) Amounts reclassified from accumulated other comprehensive loss: (1) 374 (234) 446 586 Pension termination - - 6,380 6,380 Balance at December 31, 2019 $ (5,023) $ 2,209 $ - $ (2,814) (1) Amounts reclassified from accumulated other comprehensive loss: Amortization of Other Postretirement Benefit items: Actuarial gains (a) (312) Tax expense 78 Reclassification net of tax $ (234) Amortization of pension obligation: Actuarial losses (a) 595 Tax benefit (149) Reclassification net of tax $ 446 Unrealized losses on interest rate swaps reclassified to interest expense 499 Tax benefit (125) Reclassification net of tax $ 374 (a) – These components are included in the computation of benefit plan costs in Note 13. Changes to accumulated other comprehensive loss by component for the year ended December 31, 2018 is as follows: Unrealized Net Loss Retiree on Interest Health Rate Benefit Pension Swap Obligation Obligation Total Balance at December 31, 2017 $ (1,328) $ 1,392 $ (6,636) $ (6,572) Other comprehensive gain (loss) before reclassifications 327 683 517 1,527 Amounts reclassified from accumulated other comprehensive loss: (1) (246) (158) 529 125 Adoption of ASU 2018-02 (283) 201 (1,047) (1,129) Balance at December 31, 2018 $ (1,530) $ 2,118 $ (6,637) $ (6,049) (1) Amounts reclassified from accumulated other comprehensive loss: Amortization of Other Postretirement Benefit items: Actuarial gain (a) (211) Tax expense 53 Reclassification net of tax $ (158) Amortization of pension obligation: Actuarial losses (a) 706 Tax benefit (177) Reclassification net of tax $ 529 Unrealized gains on interest rate swaps reclassified to interest expense (328) Tax expense 82 Reclassification net of tax $ (246) (a) – These components are included in the computation of benefit plan costs in Note 13. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information (unaudited) | |
Quarterly Financial Information (Unaudited) | 21. Quarterly Financial Information (Unaudited) 2019 First Second Third Fourth Net sales $ 93,187 $ 176,356 $ 141,869 $ 160,298 Gross profit $ 22,946 $ 59,593 $ 39,939 $ 46,339 Income (loss) before taxes $ (760) $ 33,773 $ 15,542 $ 14,062 Net income (loss) $ (297) $ 25,474 $ 12,429 $ 11,560 Basic net earnings (loss) per common share attributable to common shareholders $ (0.01) $ 1.10 $ 0.54 $ 0.50 Earnings (loss) per common share assuming dilution attributable to common shareholders $ (0.01) $ 1.10 $ 0.53 $ 0.50 Dividends per share $ 0.27 $ 0.27 $ 0.27 $ 0.27 2018 First Second Third Fourth Net sales $ 83,964 $ 163,446 $ 124,832 $ 151,825 Gross profit $ 20,027 $ 55,849 $ 34,920 $ 44,094 Income (loss) before taxes $ (3,138) $ 28,080 $ 11,069 $ 19,748 Net income (loss) $ (1,876) $ 21,164 $ 9,921 $ 14,696 Basic net earnings (loss) per common share attributable to common shareholders $ (0.08) $ 0.92 $ 0.43 $ 0.64 Earnings (loss) per common share assuming dilution attributable to common shareholders $ (0.08) $ 0.91 $ 0.43 $ 0.63 Dividends per share $ 0.27 $ 0.27 $ 0.27 $ 0.27 Due to changes in stock prices during the year and timing of issuance of shares, the sum of quarterly earnings per share may not equal the annual earnings per share. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 22. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses,” which modifies the measurement of expected credit losses for financial instruments held at the reporting date. The standard is effective for annual periods beginning after December 15, 2019. The Company will adopt this standard in the first quarter of fiscal 2020. Upon adoption, the Company will recognize the cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings. The Company expects this adjustment to retained earnings to be in the range of $500 to $1,500 . The Company has identified and is in the process of implementing changes to processes and controls to meet the standard’s updated reporting and disclosure requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of Douglas Dynamics, Inc. and its direct wholly-owned subsidiary, Douglas Dynamics, L.L.C., and its wholly-owned subsidiaries, Douglas Dynamics Finance Company (an inactive subsidiary), Fisher, LLC, Henderson Enterprises Group, Inc., Henderson Products, Inc. and Dejana Truck & Utility Equipment Company, LLC (hereinafter collectively referred to as the “Company”). All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts The Company carries its accounts receivable at their face amount less an allowance for doubtful accounts. The majority of the Company’s accounts receivable are due from distributors of truck equipment and dealers of completed upfit trucks. Credit is extended based on an evaluation of a customer’s financial condition. On a periodic basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions based on a history of write-offs and collections. A receivable is considered past due if payments have not been received within agreed upon invoice terms. Accounts receivable are written off after all collection efforts have been exhausted. The Company takes a security interest in the inventory as collateral for the receivable but often does not have a priority security interest. |
Financing program | Financing program The Company is party to a financing program in which certain distributors may elect to finance their purchases from the Company through a third party financing company. The Company provides the third party financing company recourse against the Company regarding the collectability of the receivable under the program due to the fact that if the third party financing company is unable to collect from the distributor the amounts due in respect of the product financed, the Company would be obligated to repurchase any remaining inventory related to the product financed and reimburse any legal fees incurred by the financing company. During the years ended December 31, 2019, 2018 and 2017, distributors financed purchases of $8,644, $8,497 and $7,115 through this financing program, respectively. At both December 31, 2019 and December 31, 2018, there were no uncollectible outstanding receivables related to sales financed under the financing program. The amount owed by distributors to the third party financing company under this program at December 31, 2019 and 2018 was $7,127 and $7,756, respectively. The Company was not In the past, minimal losses have been incurred under this agreement. However, an adverse change in distributor retail sales could cause this situation to change and thereby require the Company to repurchase repossessed units. Any repossessed units are inspected to ensure they are current, unused product and are restocked and resold. |
Interest Rate Swap | Interest Rate Swap The Company is a counterparty to interest-rate swap agreements to hedge against the potential impact on earnings from increases in market interest rates. On June 13, 2019 the Company entered into an interest rate swap agreement to reduce its exposure to interest rate volatility. The interest rate swap has a notional amount of $175,000 effective for the period May 31, 2019 through May 31, 2024. The interest rate swap is accounted for as a cash flow hedge. The Company may have counterparty credit risk resulting from the interest rate swap, which it monitors on an on-going basis. The risk lies with one global financial institution. Under the interest rate swap agreement, the Company will either receive or make payments on a monthly basis based on the differential between 2.495% and LIBOR (with a LIBOR floor of 1.0% ). The interest rate swap replaced four interest rate swaps that the Company had entered into in 2015 and 2018, which are described in further detail below. The Company previously entered into three interest rate swap agreements during the first quarter of 2015 with notional amounts of $45,000, $90,000 and $135,000 effective for the periods December 31, 2015 through March 29, 2018, March 29, 2018 through March 31, 2020 and March 31, 2020 through June 30, 2021, respectively. On February 5, 2018, the Company entered into additional interest rate swap agreements to reduce its exposure to interest rate volatility. The two interest rate swap agreements had notional amounts of $50,000 and $150,000 effective for the periods December 31, 2018 through June 30, 2021 and June 30, 2021 through December 10, 2021, respectively. The interest rate swap agreements were accounted for as cash flow hedges. Under the interest rate swap agreement, effective as of December 31, 2015 the Company either received or made payments on a monthly basis based on the differential between 1.860% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement, effective as of March 29, 2018 the Company would either receive or make payments on a monthly basis based on the differential between 2.670% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement effective as of March 31, 2020 the Company would either receive or make payments on a monthly basis based on the differential between 2.918% and LIBOR (with a LIBOR floor of 1.0%). Under the interest rate swap agreement effective as of December 31, 2018, the Company would either receive or make payments on a monthly basis based on the differential between 2.613% and LIBOR. Under the interest rate swap agreement effective as of June 30, 2021, the Company would either receive or make payments on a monthly basis based on the differential between 2.793% and LIBOR. The negative fair value of the interest rate swap, net of tax, of ($5,023) and ($1,530) at December 31, 2019 and December 31, 2018, respectively, is included in Accumulated other comprehensive loss on the balance sheet. This fair value was determined using Level 2 inputs as defined in Accounting Standards Codification Topic (“ASC”) 820 - Fair Value Measurements and Disclosures. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Market is determined based on estimated realizable values. Inventory costs are primarily determined by the first-in, first-out (FIFO) method. The Company periodically reviews its inventory for slow moving, damaged and discontinued items and provides reserves to reduce such items identified to their recoverable amounts. The Company records inventories to include truck chassis inventory financed through a floor plan financing agreement as discussed in Note 9. The Company takes title to truck chassis upon receipt of the inventory through its floor plan agreement and performs upfitting service installations to the truck chassis inventory during the installation period. The floor plan obligation is then assumed by the dealer customer upon delivery. At December 31, 2019 and 2018, the Company had $6,539 and $4,204 of chassis inventory and related floor plan financing obligation, respectively. The Company recognizes revenue associated with upfitting and service installations net of the truck chassis. The Company receives, on consignment, truck chassis on which it performs upfitting service installations under “bailment pool” arrangements with major truck manufacturers. The Company never receives title to the truck chassis. The aggregate value of all bailment pool chassis on hand as of December 31, 2019 and 2018 was $28,645 and $15,197, respectively. The Company is responsible to the manufacturer for interest on chassis held for upfitting. The Company recognizes revenue associated with upfitting and service installations net of the truck chassis. |
Leases | Leases As of December 31, 2019, fifteen of the Company’s upfit and distribution centers were subject to a lease agreement. In February 2016, the FASB issued ASU No. 2016-02 Leases: Amendments to the FASB Accounting Standards Codification Leases: Targeted Improvements |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using straight-line methods over the estimated useful lives for financial statement purposes and an accelerated method for income tax reporting purposes. The estimated useful lives of the assets are as follows: Years Land improvements and buildings 15 - 40 Leasehold improvements 12 Machinery and equipment 3 - 20 Furniture and fixtures 3 - 12 Mobile equipment and other 3 - 10 Depreciation expense was $8,256, $7,613, and $7,183 for the years ended December 31, 2019, 2018 and 2017, respectively. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. Repairs and maintenance expenses amounted to $6,256, $6,032 and $5,222 for the years ended December 31, 2019, 2018 and 2017, respectively. When assets are sold or retired, the cost of the asset and the related accumulated depreciation are eliminated from the accounts and any gain or loss is recognized in results of operations. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying value of such assets to the undiscounted future cash flows expected to be generated by the assets. If the carrying value of an asset exceeds its estimated undiscounted future cash flows, an impairment provision is recognized to the extent that the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or the fair value of the asset, less costs of disposition. Management of the Company considers such factors as current results, trends and future prospects, current market value, and other economic and regulatory factors in performing these analyses. The Company determined that no long-lived assets were impaired as of December 31, 2019 and 2018. |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill and indefinite-lived intangible assets are tested for impairment annually as of December 31, or sooner if impairment indicators arise. The fair value of indefinite-lived intangible assets is estimated based upon an income and market approach. In reviewing goodwill for impairment, potential impairment is identified by comparing the estimated fair value of the reporting units to its carrying value. The Company has determined it has three reporting units. When the fair value is less than the carrying value of the net assets of the reporting unit, including goodwill, an impairment loss would be recognized. The Company has determined that goodwill and indefinite lived assets were not impaired as of December 31, 2019 2018 Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and are reviewed for potential impairment when events or circumstances indicate that the carrying amount of the asset may not be recoverable. The Company amortizes its distribution network intangibles over periods ranging from 15 7 7 15 4 |
Income taxes | Income taxes Deferred income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates. Deferred income tax provisions or benefits are based on the change in the deferred tax assets and liabilities from period to period. Deferred income tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred income tax asset will not be realized. Additionally, when applicable, the Company would classify interest and penalties related to uncertain tax positions in income tax expense. |
Deferred financing costs | Deferred financing costs The costs of obtaining financing are capitalized and amortized over the term of the related financing on a basis that approximates the effective interest method. The changes in deferred financing costs are as follows: Balance at December 31, 2016 $ 4,033 Amortization of deferred financing costs (824) Balance at December 31, 2017 3,209 Amortization of deferred financing costs (823) Balance at December 31, 2018 2,386 Amortization of deferred financing costs (823) Balance at December 31, 2019 $ 1,563 |
Fair Value | Fair Value Fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). The following table presents financial assets and liabilities measured at fair value on a recurring basis and discloses the fair value of long-term debt: Fair Value at December 31, 2019 Fair Value at December 31, 2018 Assets: Other long-term assets (a) $ 7,270 $ 5,064 Total Assets $ 7,270 $ 5,064 Liabilities: Interest rate swaps (b) 6,736 2,031 Long term debt (c) 247,630 269,739 Earnout - Henderson (d) 17 352 Earnout - Dejana (e) 2,000 2,200 Total Liabilities $ 256,383 $ 274,322 (a) Included in other assets is the cash surrender value of insurance policies on various individuals that are associated with the Company. The carrying amounts of these insurance policies approximates their fair value. (b) Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,522 and $5,214 at December 31, 2019 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. Interest rate swaps of $127 and $1,904 at December 31, 2018 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. (c) The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, which is a Level 2 input for all periods presented. Meanwhile, long-term debt is recorded at carrying amount, net of discount and deferred financing costs, as disclosed on the face of the balance sheet. (d) Included in Accrued expenses and other current liabilities in the amount of $17 at December 31, 2019 is the fair value of an obligation for a portion of the potential earn out acquired in conjunction with the acquisition of Henderson. Included in accrued expenses and other current liabilities in the amount of $352 at December 31, 2018 is the fair value of an obligation for a portion of the potential earn out acquired in conjunction with the acquisition of Henderson. Fair value is based upon Level 3 discounted cash flow analysis using key inputs of forecasted future sales as well as a growth rate reduced by the market required rate of return. See reconciliation of liability included below: December 31, 2019 2018 Beginning Balance $ 352 $ 529 Adjustments to fair value (217) - Payment to former owners (118) (177) Ending balance $ 17 $ 352 (e) Included in Other long term liabilities in the amount of $2,000 at December 31, 2019 is the fair value of an obligation for a portion of the potential earn out incurred in conjunction with the acquisition of Dejana. Included in Other long term liabilities in the amounts of $2,200 at December 31, 2018 is the fair value of an obligation for a portion of the potential earn out incurred in conjunction with the acquisition of Dejana. The carrying amount of the earn out approximates its fair value. Fair value is based upon Level 3 inputs of a real options approach where gross sales were simulated in a risk-neutral framework using Geometric Brownian Motion, a well-accepted model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model, using key inputs of forecasted future sales and financial performance as well as a risk adjusted expected growth rate adjusted appropriately based on its correlation with the market. See reconciliation of liability included below: December 31, 2019 2018 Beginning Balance $ 2,200 $ 3,100 Adjustments to fair value (200) (900) Ending balance $ 2,000 $ 2,200 |
Concentration of credit risk | Concentration of credit risk The Company’s cash is deposited with multiple financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant risk on these balances. No distributor represented more than 10% of the Company’s net sales or accounts receivable during the years ended December 31, 2019, 2018 and 2017. |
Revenue recognition | Revenue recognition Revenue from Contracts with Customers . |
Cost of sales | Cost of sales Cost of sales includes all costs associated with the manufacture of the Company’s products, including raw materials, purchased parts, freight, plant operating expenses, property insurance and taxes, and plant depreciation. All payroll costs and employee benefits for the hourly workforce, manufacturing management, and engineering costs are included in cost of sales. |
Related Party Transactions | Related party transactions As a result of the Dejana acquisition, the Company entered into related party leases. See Note 7 for further details. There were no other related party transactions during 2017, 2018 or 2019. |
Warranty cost recognition | Warranty cost recognition The Company accrues for estimated warranty costs as revenue is recognized. All warranties are assurance-type warranties. See Note 11 for further details. |
Defined benefit plans | Defined benefit plans The Company has noncontributory, defined benefit retirement plans and postretirement benefit plans covering certain employees. Management reviews underlying assumptions on an annual basis. During 2019, the Company terminated its defined benefit pension plans, and continues to have defined benefit postretirement benefit plans. Refer to Note 13 for additional information. |
Advertising expenses | Advertising expenses Advertising expenses include costs for the production of marketing media, literature, website content and displays. The Company participates in trade shows and advertises in the yellow pages and billboards. Advertising expenses amounted to $4,895, $5,213 and $4,471 for the years ended December 31, 2019, 2018 and 2017, respectively. All costs associated with the Company’s advertising programs are expensed as incurred. |
Research and development expenses | Research and development expenses Research and development expenses include costs to develop new technologies to enhance existing products and to expand the range of product offerings. Research and development expenses amounted to $5,693, $3,194 and $2,926 for the years ended December 31, 2019, 2018 and 2017, respectively. |
Shipping and handling cost | Shipping and handling costs Generally, shipping and handling costs are paid directly by the customer to the shipping agent. Those shipping and handling costs billed by the Company are recorded as a component of sales with the corresponding costs included in cost of sales. |
Share-based payments | Share-based payments The Company applies the guidance codified in ASC 718, Compensation—Stock Compensation. |
Accumulated Other Comprehensive loss | Accumulated Other Comprehensive loss Accumulated other comprehensive loss is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner resources and is comprised of net income or loss and “other comprehensive loss”. The Company’s other comprehensive loss is comprised of the adjustments for pension and postretirement benefit liabilities including pension terminations as well as the impact of its interest rate swaps. See Note 20 for the components of accumulated other comprehensive loss. |
Segment Reporting | Segment Reporting The Company operates through two operating segments for which separate financial information is available, and for which operating results are evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. During the first quarter of 2019, the Company reorganized its business segments to reflect a new operating structure as a result of a change in how the Company’s chief operating decision maker allocates resources, makes operating decisions and assesses the performance of the business. The Company’s two current reportable business segments are described below. Work Truck Attachments. includes our operations that manufacture and sell snow and ice control attachments and other products sold under the FISHER®, WESTERN® and SNOWEX® brands. Work Truck Solutions. Segment performance is evaluated based on segment net sales and adjusted EBITDA. See Note 17 for financial information regarding these segments. As a result of the revised reporting structure, the prior period presentation of reportable segments throughout this Form 10-K has been recast to conform to the current segment reporting structure. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of the assets | Years Land improvements and buildings 15 - 40 Leasehold improvements 12 Machinery and equipment 3 - 20 Furniture and fixtures 3 - 12 Mobile equipment and other 3 - 10 |
Schedule of changes in deferred financing costs | Balance at December 31, 2016 $ 4,033 Amortization of deferred financing costs (824) Balance at December 31, 2017 3,209 Amortization of deferred financing costs (823) Balance at December 31, 2018 2,386 Amortization of deferred financing costs (823) Balance at December 31, 2019 $ 1,563 |
Schedule of financial assets and liabilities measured at fair value on a recurring basis and disclosure of the fair value of long-term debt | Fair Value at December 31, 2019 Fair Value at December 31, 2018 Assets: Other long-term assets (a) $ 7,270 $ 5,064 Total Assets $ 7,270 $ 5,064 Liabilities: Interest rate swaps (b) 6,736 2,031 Long term debt (c) 247,630 269,739 Earnout - Henderson (d) 17 352 Earnout - Dejana (e) 2,000 2,200 Total Liabilities $ 256,383 $ 274,322 (a) Included in other assets is the cash surrender value of insurance policies on various individuals that are associated with the Company. The carrying amounts of these insurance policies approximates their fair value. (b) Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,522 and $5,214 at December 31, 2019 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. Interest rate swaps of $127 and $1,904 at December 31, 2018 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. (c) The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, which is a Level 2 input for all periods presented. Meanwhile, long-term debt is recorded at carrying amount, net of discount and deferred financing costs, as disclosed on the face of the balance sheet. (d) Included in Accrued expenses and other current liabilities in the amount of $17 at December 31, 2019 is the fair value of an obligation for a portion of the potential earn out acquired in conjunction with the acquisition of Henderson. Included in accrued expenses and other current liabilities in the amount of $352 at December 31, 2018 is the fair value of an obligation for a portion of the potential earn out acquired in conjunction with the acquisition of Henderson. Fair value is based upon Level 3 discounted cash flow analysis using key inputs of forecasted future sales as well as a growth rate reduced by the market required rate of return. See reconciliation of liability included below: December 31, 2019 2018 Beginning Balance $ 352 $ 529 Adjustments to fair value (217) - Payment to former owners (118) (177) Ending balance $ 17 $ 352 (e) Included in Other long term liabilities in the amount of $2,000 at December 31, 2019 is the fair value of an obligation for a portion of the potential earn out incurred in conjunction with the acquisition of Dejana. Included in Other long term liabilities in the amounts of $2,200 at December 31, 2018 is the fair value of an obligation for a portion of the potential earn out incurred in conjunction with the acquisition of Dejana. The carrying amount of the earn out approximates its fair value. Fair value is based upon Level 3 inputs of a real options approach where gross sales were simulated in a risk-neutral framework using Geometric Brownian Motion, a well-accepted model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model, using key inputs of forecasted future sales and financial performance as well as a risk adjusted expected growth rate adjusted appropriately based on its correlation with the market. See reconciliation of liability included below: December 31, 2019 2018 Beginning Balance $ 2,200 $ 3,100 Adjustments to fair value (200) (900) Ending balance $ 2,000 $ 2,200 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition | |
Revenue by customer and timing recognition | Year Ended December 31, 2019 Work Truck Attachments Work Truck Solutions Total Revenue Independent dealer $ 293,630 $ 127,484 $ 421,114 Government - 72,810 72,810 Fleet - 66,306 66,306 Other - 11,480 11,480 Total revenue $ 293,630 $ 278,080 $ 571,710 Year Ended December 31, 2018 Work Truck Attachments Work Truck Solutions Total Revenue Independent dealer $ 275,244 $ 134,140 $ 409,384 Government - 52,582 52,582 Fleet - 58,500 58,500 Other - 3,601 3,601 Total revenue $ 275,244 $ 248,823 $ 524,067 Year Ended December 31, 2019 Work Truck Attachments Work Truck Solutions Total Revenue Point in time $ 293,630 $ 172,269 $ 465,899 Over time - 105,811 105,811 Total revenue $ 293,630 $ 278,080 $ 571,710 Year Ended December 31, 2018 Work Truck Attachments Work Truck Solutions Total Revenue Point in time $ 275,244 $ 153,873 $ 429,117 Over time - 94,950 94,950 Total revenue $ 275,244 $ 248,823 $ 524,067 |
Contract Balances | Year Ended December 31, 2019 Balance at Beginning of Period Additions Deductions Balance at End of Period Contract liabilities $ 2,006 $ 16,082 $ (15,901) $ 2,187 Year Ended December 31, 2018 Balance at Beginning of Period Additions Deductions Balance at End of Period Contract liabilities $ 2,048 $ 12,131 $ (12,173) $ 2,006 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Arrowhead Equipment, Inc. [Member] | |
Summary of the preliminary allocation of the purchase price paid to the fair value of the net assets acquired as of the acquisition date | Accounts receivable - trade $ 852 Inventories 1,547 Prepaids and other current assets 6 Property and equipment 624 Goodwill 2,720 Intangible assets 2,700 Accounts payable and other liabilities (957) Unfavorable lease (107) Total $ 7,385 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventories | |
Schedule of inventories | December 31, 2019 2018 Finished goods $ 42,125 $ 43,192 Work-in-process 6,906 7,357 Raw material and supplies 28,911 31,447 $ 77,942 $ 81,996 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment | |
Summary of property, plant and equipment | December 31, 2019 2018 Land $ 2,378 $ 2,378 Land improvements 4,541 4,357 Leasehold improvements 4,087 4,079 Buildings 28,715 28,238 Machinery and equipment 55,238 50,129 Furniture and fixtures 17,918 16,360 Mobile equipment and other 5,285 4,883 Construction-in-process 6,555 3,084 Total property, plant and equipment 124,717 113,508 Less accumulated depreciation (66,273) (58,313) Net property, plant and equipment $ 58,444 $ 55,195 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Summary of lease expense and supplemental cash flow information | Year Ended December 31, 2019 Operating lease expense $ 4,857 Short term lease cost $ 380 Total lease cost $ 5,237 Cash Flow Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,679 Non-cash lease expense - right-of-use assets $ 3,672 Right-of-use assets obtained in exchange for operating lease obligations $ 5,325 |
Summary of supplemental balance sheet information related to leases | December 31, 2019 Operating Leases Operating lease right-of-use assets $ 22,557 Other current liabilities 3,822 Operating lease liabilities 18,981 Total operating lease liabilities $ 22,803 Weighted Average Remaining Lease Term Operating leases 78 months Weighted Average Discount Rate Operating leases 5.32% |
Summary of maturities of leases | Year ending December 31, Operating Leases 2020 $ 4,916 2021 4,625 2022 4,208 2023 3,766 2024 3,194 Thereafter 6,146 Total Lease Payments 26,855 Less: imputed interest (4,052) Total $ 22,803 |
Summary of future minimum lease payments at December 31, 2018 under ASC 840 | Related Party Leases Third Party Leases Total Leases 2019 $ 2,250 $ 2,009 $ 4,259 2020 2,250 1,654 3,904 2021 2,250 1,364 3,614 2022 2,250 949 3,199 2023 2,130 574 2,704 Thereafter 4,410 1,500 5,910 Total lease obligations $ 15,540 $ 8,050 $ 23,590 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Intangible Assets | |
Summary of other intangible assets | Gross Less Net Carrying Accumulated Carrying Amount Amortization Amount December 31, 2019 Indefinite-lived intangibles: Trademark and tradenames $ 77,600 $ - $ 77,600 Amortizable intangibles: Dealer network 80,000 63,000 17,000 Customer relationships 80,920 21,914 59,006 Patents 21,136 13,229 7,907 Noncompete agreements 8,640 8,177 463 Trademarks 5,459 3,713 1,746 Backlog 1,900 1,900 - License 20 20 - Amortizable intangibles, net 198,075 111,953 86,122 Total $ 275,675 $ 111,953 $ 163,722 Gross Less Net Carrying Accumulated Carrying Amount Amortization Amount December 31, 2018 Indefinite-lived intangibles: Trademark and tradenames $ 77,600 $ - $ 77,600 Amortizable intangibles: Dealer network 80,000 59,000 21,000 Customer relationships 80,920 16,607 64,313 Patents 21,136 11,974 9,162 Noncompete agreements 8,640 7,877 763 Trademarks 5,459 3,619 1,840 Backlog 1,900 1,900 - License 20 20 - Amortizable intangibles, net 198,075 100,997 97,078 Total $ 275,675 $ 100,997 $ 174,678 |
Schedule of estimated amortization expense | 2020 $ 10,932 2021 10,670 2022 10,520 2023 10,520 2024 7,520 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Summary of long-term debt | December 31, 2019 2018 Term Loan, net of debt discount of $781 and $1,172 at December 31, 2019 and December 31, 2018, respectively $ 245,787 $ 278,081 Less current maturities 22,143 32,749 Long term debt before deferred financing costs 223,644 245,332 Deferred financing costs, net 1,563 2,386 Long term debt, net $ 222,081 $ 242,946 |
Schedule of maturities on long-term debt | The scheduled maturities on long term debt at December 31, 2019, are as follows: 2020 $ 22,143 2021 223,644 $ 245,787 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses and Other Current Liabilities | |
Summary of accrued expenses and other current liabilities | December 31, 2019 2018 Payroll and related costs $ 10,382 $ 9,607 Employee benefits 6,097 5,281 Accrued warranty 3,941 3,662 Other 6,076 4,756 $ 26,496 $ 23,306 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warranty Liability | |
Schedule of rollforward of Company's warranty liability | December 31, 2019 2018 2017 Balance at the beginning of the period $ 6,174 $ 5,677 $ 6,160 Establish warranty liability for Arrowhead - - 65 Warranty provision 3,953 4,076 2,506 Claims paid/settlements (3,586) (3,579) (3,054) Balance at the end of the period $ 6,541 $ 6,174 $ 5,677 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of provision for income tax expense (benefit) | Year ended December 31 2019 2018 2017 Current: Federal $ 12,492 $ 3,953 $ 11,897 State 3,067 1,736 988 15,559 5,689 12,885 Deferred: Federal (1,442) 5,001 (17,264) State (666) 1,164 1,970 (2,108) 6,165 (15,294) $ 13,451 $ 11,854 $ (2,409) |
Schedule of reconciliation of income tax expense computed at the federal statutory rate to the provision for income taxes | 2019 2018 2017 Federal income tax expense at statutory rate $ 13,150 $ 11,709 $ 18,520 State taxes, net of federal benefit 2,239 2,349 1,539 Change in uncertain tax positions, net (601) (1,292) 1,043 Research and development credit (404) (226) (160) State rate change (426) 287 240 Manufacturing tax benefits - - (933) Federal deferred rate change - (836) (22,452) Other (507) (137) (206) $ 13,451 $ 11,854 $ (2,409) |
Schedule of significant components of deferred tax liabilities and assets | December 31, 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 382 $ 212 Inventory reserves 1,388 1,353 Warranty liability 1,643 1,559 Deferred compensation 1,380 1,264 Earnout liabilities 406 516 Pension and retiree health benefit obligations 1,682 1,219 Interest rate swap 1,733 - Accrued vacation 833 702 Medical claims reserve 56 78 Operating lease liabilities 6,108 - Net operating losses 3,754 4,416 Other accrued liabilities 2,953 2,176 Valuation allowance (1,612) (1,473) Total deferred tax assets 20,706 12,022 Deferred tax liabilities: Tax deductible goodwill and other intangibles (54,808) (53,565) Accelerated depreciation (7,320) (6,547) Operating leases - right of use assets (6,108) - Other 319 (108) Total deferred tax liabilities (67,917) (60,220) Net deferred tax liabilities $ (47,211) $ (48,198) |
Schedule of reconciliation of the beginning and ending liability for uncertain tax positions | 2019 2018 2017 Balance at beginning of year $ 1,795 $ 3,531 $ 2,361 Increases for tax positions taken in the current year 131 21 97 Increases for tax positions taken in the prior years 15 146 1,602 Decreases due to settlements with taxing authorities - (693) (8) Decreases due to lapses in the statute of limitations (722) (1,210) (521) Balance at the end of year $ 1,219 $ 1,795 $ 3,531 |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Pension plan | |
Employee retirement plans | |
Schedule of reconciliation of the beginning and ending balances of the projected benefit obligation, fair value of plan assets, funded status of plans, and amounts recognized in the consolidated balance sheets. | December 31 2019 2018 Benefit obligation at beginning of year $ 40,182 $ 43,664 Service cost - 409 Interest cost 1,642 1,555 Actuarial (gain) loss 166 (3,296) Benefits paid (1,451) (1,391) Pension settlement (40,539) - Curtailment - (759) Benefit obligation at end of year - 40,182 Fair value of plan assets at beginning of year 38,053 33,903 Actual return on plan assets 3,477 (1,506) Employer contributions through December 31 460 7,047 Pension settlement (40,539) - Benefits paid (1,451) (1,391) Fair value of plan assets at end of year - 38,053 Funded status at end of year $ - $ (2,129) |
Schedule of components of net periodic pension or other postretirement benefit cost | 2019 2018 2017 Components of net periodic pension cost: Service cost $ - $ 409 $ 356 Interest cost 1,642 1,555 1,613 Expected return on plan assets (1,175) (1,901) (1,790) Amortization of net loss 595 706 723 Effect of settlement for termination 6,380 - - Net periodic pension cost $ 7,442 $ 769 $ 902 |
Schedule of assumptions used in determining net periodic costs and summary of healthcare cost trend rates | Year ended December 31 2019 2018 2017 Discount rates N/A 3.6 % 4.2 % Rates of increase in compensation levels: Salaried N/A 3.5 3.5 Hourly N/A N/A N/A Expected long-term rate of return on assets Salaried N/A 5.8 6.5 Hourly N/A 6.5 6.5 |
Schedule of weighted-average asset allocation and actual allocation for the qualified pension plans by asset category | Target 2018 Large Cap Equity 5 % $ - 0 % Mid Cap Equity 0 % - 0 % Small Cap Equity 0 % - 0 % International Equity 2 % - 0 % Emerging Markets Equity 0 % - 0 % Fixed Income and Cash Equivalents 90 % 7,388 99 % Real Estate 3 % 107 1 % Total 100 % $ 7,495 100 % |
Schedule of fair values of the Company's pension plan assets | The fair values of the Company’s pension plan assets as of December 31, 2018 are as follows: Balance as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Fixed-income holdings 37,397 — 37,397 — Alternative investments 656 — — 656 Total pension plan assets $ 38,053 $ — $ 37,397 $ 656 |
Schedule of reconciliation of the fair value measurements using significant unobservable inputs (Level 3) | December 31, 2019 2018 Balance, beginning of year $ 656 $ 2,026 Deposits - 213 Actual return on plan assets held at reporting date 30 136 Withdrawals and transfers (686) (1,719) Balance, end of year $ - $ 656 |
Salaried Pension Plan | |
Employee retirement plans | |
Schedule of weighted-average asset allocation and actual allocation for the qualified pension plans by asset category | Target 2018 Large Cap Equity 5 % $ - 1 % Mid Cap Equity 0 % - 0 % Small Cap Equity 0 % - 0 % International Equity 2 % - 0 % Emerging Markets Equity 0 % - 0 % Fixed Income and Cash Equivalents 90 % 30,009 98 % Real Estate 3 % 549 2 % Total 100 % $ 30,558 100 % |
Other postretirement benefit cost | |
Employee retirement plans | |
Schedule of reconciliation of the beginning and ending balances of the projected benefit obligation, fair value of plan assets, funded status of plans, and amounts recognized in the consolidated balance sheets. | December 31 2019 2018 Change in projected benefit obligation: Benefit obligation at beginning of year $ 6,420 $ 6,949 Service cost 149 189 Interest cost 252 233 Participant contributions 38 25 Changes in actuarial assumptions (266) (926) Benefits paid (55) (50) Projected benefit obligation at end of year $ 6,538 $ 6,420 Amounts recognized in the consolidated balance sheets consisted of: Accrued expenses and other current liabilities $ 200 $ 180 Retiree health benefit obligation 6,338 6,240 $ 6,538 $ 6,420 |
Schedule of components of net periodic pension or other postretirement benefit cost | 2019 2018 2017 Components of net postretirement health benefit cost: Service cost $ 149 $ 189 $ 205 Interest cost 252 233 278 Amortization of net gain (312) (211) (107) Net postretirement healthcare benefit cost $ 89 $ 211 $ 376 |
Schedule of assumptions used in determining net periodic costs and summary of healthcare cost trend rates | Year Ended December 31 2019 2018 2017 Discount rate 4.0 % 3.4 % 3.8 % Immediate healthcare cost trend rate * ** *** Ultimate healthcare cost trend rate 4.5 4.5 4.5 Assumed annual reduction in trend rate * ** *** Participation 60 60 60 * Health Care Cost Trend rate is assumed to be 6.8% beginning in 2019 gradually reducing to an ultimate rate of 4.5% in 2028. ** Health Care Cost Trend rate is assumed to be 6.8% beginning in 2018 gradually reducing to an ultimate rate of 4.5% in 2027. *** Health Care Cost Trend rate is assumed to be 7.0% beginning in 2017 gradually reducing to an ultimate rate of 4.5% in 2026. |
Schedule of effect of one percentage point change in the healthcare cost trend rate | 1% 1% Increase Decrease Effect on total service and interest cost $ 42 $ (36) Effect on postretirement benefit obligation 672 (592) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock Based Compensation | |
Summary of RSU activity | Weighted Weighted Average Average Grant Remaining Date Contractual Shares Fair value Term Unvested at December 31, 2016 47,790 20.31 0.96 years Granted 128,893 24.31 0.31 years Vested (128,697) 22.93 Cancelled and forfeited (444) 33.60 Unvested at December 31, 2017 47,542 23.95 0.84 years Granted 134,804 35.73 0.43 years Vested (136,747) 32.45 Cancelled and forfeited — — Unvested at December 31, 2018 45,599 33.28 1.32 years Granted 47,360 36.48 0.76 years Vested (56,863) 22.05 Cancelled and forfeited (420) 36.48 Unvested at December 31, 2019 35,676 $ 36.49 1.40 years Expected to vest in the future at December 31, 2019 34,392 $ 36.49 1.40 years |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings per Share | |
Schedule of computation of basic and diluted earnings (loss) per share | 2019 2018 2017 Basic earnings per common share Net income $ 49,166 $ 43,905 $ 55,324 Less income allocated to participating securities 639 584 715 Net income allocated to common shareholders $ 48,527 $ 43,321 $ 54,609 Weighted average common shares outstanding 22,779,057 22,681,888 22,576,381 $ 2.13 $ 1.91 $ 2.42 Earnings per common share assuming dilution Net income $ 49,166 $ 43,905 $ 55,324 Less income allocated to participating securities 639 584 715 Net income allocated to common shareholders $ 48,527 $ 43,321 $ 54,609 Weighted average common shares outstanding 22,779,057 22,681,888 22,576,381 Incremental shares applicable to stock based compensation 34,654 22,968 11,267 Weighted average common shares assuming dilution 22,813,711 22,704,856 22,587,648 $ 2.11 $ 1.89 $ 2.40 |
Segments (Table)
Segments (Table) | 12 Months Ended |
Dec. 31, 2019 | |
Segments | |
Schedule of assets and profit/loss of the segments | 2019 2018 2017 Net sales Work Truck Attachments $ 293,630 $ 275,244 $ 238,889 Work Truck Solutions 278,080 248,823 236,038 $ 571,710 $ 524,067 $ 474,927 Adjusted EBITDA Work Truck Attachments $ 80,747 $ 80,396 $ 64,101 Work Truck Solutions 27,358 16,047 26,826 $ 108,105 $ 96,443 $ 90,927 Depreciation and amortization expense Work Truck Attachments $ 10,217 $ 9,609 $ 9,536 Work Truck Solutions 8,995 9,476 9,048 $ 19,212 $ 19,085 $ 18,584 Assets Work Truck Attachments $ 361,876 $ 348,714 $ 352,706 Work Truck Solutions 343,819 327,479 332,470 $ 705,695 $ 676,193 $ 685,176 Capital expenditures Work Truck Attachments $ 9,417 $ 6,931 $ 5,437 Work Truck Solutions 2,246 2,917 2,943 $ 11,663 $ 9,848 $ 8,380 Adjusted EBITDA Work Truck Attachments $ 80,747 $ 80,396 $ 64,101 Work Truck Solutions 27,358 16,047 26,826 Total Adjusted EBITDA $ 108,105 $ 96,443 $ 90,927 Less items to reconcile Adjusted EBITDA to Income before taxes: Interest expense - net 16,782 16,943 18,336 Depreciation expense 8,256 7,613 7,183 Amortization 10,956 11,472 11,401 Purchase accounting (1) (417) (900) (1,786) Stock based compensation 3,239 4,550 3,500 Litigation proceeds (200) - (1,275) Pension termination 6,609 - - Other charges (2) 263 1,006 653 Income before taxes $ 62,617 $ 55,759 $ 52,915 |
Valuation and qualifying acco_2
Valuation and qualifying accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Valuation and qualifying accounts | |
Schedule of valuation and qualifying accounts | The Company’s valuation and qualifying accounts for the years ended December 31, 2019, 2018 and 2017 are as follows: Balance at Additions Changes to Balance at beginning charged to reserve, net(1) end of year of year earnings Year ended December 31, 2019 Allowance for doubtful accounts $ 871 $ 1,361 $ (745) $ 1,487 Valuation of deferred tax assets 1,473 - 139 1,612 Year ended December 31, 2018 Allowance for doubtful accounts $ 1,056 $ 531 $ (716) $ 871 Valuation of deferred tax assets 777 - 696 1,473 Year ended December 31, 2017 Allowance for doubtful accounts $ 1,158 $ 1,475 $ (1,577) $ 1,056 Valuation of deferred tax assets 640 - 137 777 (1) Increases (deductions) from the allowance for doubtful accounts equal accounts receivable written off and increases related to acquired businesses, less recoveries, against the allowance. Increases (deductions) to the valuation of deferred tax assets relate to the reversals due to changes in management’s judgments regarding the future realization of the underlying deferred tax assets. |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss by Component (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Changes in Accumulated Other Comprehensive Loss by Component | |
Schedule of changes to accumulated other comprehensive loss by component | Unrealized Net Loss Retiree on Interest Health Rate Benefit Pension Swap Obligation Obligation Total Balance at December 31, 2018 $ (1,530) $ 2,118 $ (6,637) $ (6,049) Other comprehensive gain (loss) before reclassifications (3,867) 325 (189) (3,731) Amounts reclassified from accumulated other comprehensive loss: (1) 374 (234) 446 586 Pension termination - - 6,380 6,380 Balance at December 31, 2019 $ (5,023) $ 2,209 $ - $ (2,814) (1) Amounts reclassified from accumulated other comprehensive loss: Amortization of Other Postretirement Benefit items: Actuarial gains (a) (312) Tax expense 78 Reclassification net of tax $ (234) Amortization of pension obligation: Actuarial losses (a) 595 Tax benefit (149) Reclassification net of tax $ 446 Unrealized losses on interest rate swaps reclassified to interest expense 499 Tax benefit (125) Reclassification net of tax $ 374 (a) – These components are included in the computation of benefit plan costs in Note 13. Changes to accumulated other comprehensive loss by component for the year ended December 31, 2018 is as follows: Unrealized Net Loss Retiree on Interest Health Rate Benefit Pension Swap Obligation Obligation Total Balance at December 31, 2017 $ (1,328) $ 1,392 $ (6,636) $ (6,572) Other comprehensive gain (loss) before reclassifications 327 683 517 1,527 Amounts reclassified from accumulated other comprehensive loss: (1) (246) (158) 529 125 Adoption of ASU 2018-02 (283) 201 (1,047) (1,129) Balance at December 31, 2018 $ (1,530) $ 2,118 $ (6,637) $ (6,049) (1) Amounts reclassified from accumulated other comprehensive loss: Amortization of Other Postretirement Benefit items: Actuarial gain (a) (211) Tax expense 53 Reclassification net of tax $ (158) Amortization of pension obligation: Actuarial losses (a) 706 Tax benefit (177) Reclassification net of tax $ 529 Unrealized gains on interest rate swaps reclassified to interest expense (328) Tax expense 82 Reclassification net of tax $ (246) (a) – These components are included in the computation of benefit plan costs in Note 13. |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information (unaudited) | |
Schedule of quarterly financial information (unaudited) | 2019 First Second Third Fourth Net sales $ 93,187 $ 176,356 $ 141,869 $ 160,298 Gross profit $ 22,946 $ 59,593 $ 39,939 $ 46,339 Income (loss) before taxes $ (760) $ 33,773 $ 15,542 $ 14,062 Net income (loss) $ (297) $ 25,474 $ 12,429 $ 11,560 Basic net earnings (loss) per common share attributable to common shareholders $ (0.01) $ 1.10 $ 0.54 $ 0.50 Earnings (loss) per common share assuming dilution attributable to common shareholders $ (0.01) $ 1.10 $ 0.53 $ 0.50 Dividends per share $ 0.27 $ 0.27 $ 0.27 $ 0.27 2018 First Second Third Fourth Net sales $ 83,964 $ 163,446 $ 124,832 $ 151,825 Gross profit $ 20,027 $ 55,849 $ 34,920 $ 44,094 Income (loss) before taxes $ (3,138) $ 28,080 $ 11,069 $ 19,748 Net income (loss) $ (1,876) $ 21,164 $ 9,921 $ 14,696 Basic net earnings (loss) per common share attributable to common shareholders $ (0.08) $ 0.92 $ 0.43 $ 0.64 Earnings (loss) per common share assuming dilution attributable to common shareholders $ (0.08) $ 0.91 $ 0.43 $ 0.63 Dividends per share $ 0.27 $ 0.27 $ 0.27 $ 0.27 |
Description of business and b_2
Description of business and basis of presentation (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)segment | Jan. 01, 2019USD ($) | |
Interim Consolidated Financial Information | ||
Number of operating segments | segment | 2 | |
Right of use asset | $ 22,557 | |
Lease liability | 22,803 | |
ASU 2016-02 | ||
Interim Consolidated Financial Information | ||
Right of use asset | $ 22,000 | |
Lease liability | $ 22,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Derivatives (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)company | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Financing program | |||
Purchases of distributors financed | $ 8,644 | $ 8,497 | $ 7,115 |
Amount owed by distributors to third party financing company | 7,127 | 7,756 | |
Uncollectible outstanding receivables | 0 | 0 | |
Repossessed inventory required to be repurchased | 0 | 0 | $ 0 |
Inventories | |||
Truck Floor Plan Inventories, Net | 6,539 | 4,204 | |
Inventories - bailment pool chasis | $ 28,645 | $ 15,197 | |
Leases | |||
Number of companies | company | 15 | ||
Maximum | |||
Cash and Cash Equivalents | |||
Maturity period | 3 months | ||
Interest rate swap | |||
Interest Rate Swap | |||
Derivative Liability | $ (5,023) | $ (1,530) | |
Interest Rate Swap Effective 29 March 2018 through 31 March 2020 | |||
Interest Rate Swap | |||
Derivative, Fixed Interest Rate | 1.86% | ||
Notional amount | $ 45,000 | ||
Interest Rate Swap Effective 29 March 2018 through 31 March 2020 | London Interbank Offered Rate (LIBOR) | |||
Interest Rate Swap | |||
Derivative, Floor Interest Rate | 1.00% | ||
Interest rate swap effective May 31,2019 through May 31,2024 [member] | |||
Interest Rate Swap | |||
Derivative, Fixed Interest Rate | 2.495% | ||
Derivative, Floor Interest Rate | 1.00% | ||
Interest Rate Swap Effective 31 December 2015 through 29 March 2018 | |||
Interest Rate Swap | |||
Derivative, Fixed Interest Rate | 2.67% | ||
Notional amount | $ 90,000 | ||
Interest Rate Swap Effective 31 December 2015 through 29 March 2018 | London Interbank Offered Rate (LIBOR) | |||
Interest Rate Swap | |||
Derivative, Floor Interest Rate | 1.00% | ||
Interest Rate Swap Effective 31 March 2020 through 30 June 2021 | |||
Interest Rate Swap | |||
Derivative, Fixed Interest Rate | 2.918% | ||
Notional amount | $ 135,000 | ||
Interest Rate Swap Effective 31 March 2020 through 30 June 2021 | London Interbank Offered Rate (LIBOR) | |||
Interest Rate Swap | |||
Derivative, Floor Interest Rate | 1.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - PPE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, plant and equipment | |||
Depreciation and amortization expense | $ 8,256 | $ 7,613 | $ 7,183 |
Repairs and maintenance expenses | $ 6,256 | $ 6,032 | $ 5,222 |
Land improvements and buildings | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives | 15 years | ||
Land improvements and buildings | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives | 40 years | ||
Leasehold Improvements | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives | 12 years | ||
Machinery and equipment | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives | 3 years | ||
Machinery and equipment | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives | 20 years | ||
Furniture and fixtures | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives | 3 years | ||
Furniture and fixtures | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives | 12 years | ||
Mobile equipment and other | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives | 3 years | ||
Mobile equipment and other | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impairment and Intangibles (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Goodwill and other intangible assets | ||
Number of Reporting Units | item | 3 | |
Goodwill | $ 241,006,000 | $ 241,006,000 |
Goodwill impairment | 0 | 0 |
Impairment of long-lived assets | 0 | 0 |
Intangible assets | 275,675,000 | 275,675,000 |
Gross intangible assets | 198,075,000 | 198,075,000 |
Accumulated amortization | 111,953,000 | 100,997,000 |
Dealer network | ||
Goodwill and other intangible assets | ||
Gross intangible assets | 80,000,000 | 80,000,000 |
Accumulated amortization | $ 63,000,000 | 59,000,000 |
Dealer network | Minimum | ||
Goodwill and other intangible assets | ||
Amortization period | 15 years | |
Dealer network | Maximum | ||
Goodwill and other intangible assets | ||
Amortization period | 20 years | |
Trademark | ||
Goodwill and other intangible assets | ||
Gross intangible assets | $ 5,459,000 | 5,459,000 |
Accumulated amortization | $ 3,713,000 | 3,619,000 |
Trademark | Minimum | ||
Goodwill and other intangible assets | ||
Amortization period | 7 years | |
Trademark | Maximum | ||
Goodwill and other intangible assets | ||
Amortization period | 25 years | |
Patents | ||
Goodwill and other intangible assets | ||
Gross intangible assets | $ 21,136,000 | 21,136,000 |
Accumulated amortization | $ 13,229,000 | 11,974,000 |
Patents | Minimum | ||
Goodwill and other intangible assets | ||
Amortization period | 7 years | |
Patents | Maximum | ||
Goodwill and other intangible assets | ||
Amortization period | 20 years | |
Customer relations | ||
Goodwill and other intangible assets | ||
Gross intangible assets | $ 80,920,000 | 80,920,000 |
Accumulated amortization | $ 21,914,000 | 16,607,000 |
Customer relations | Minimum | ||
Goodwill and other intangible assets | ||
Amortization period | 15 years | |
Customer relations | Maximum | ||
Goodwill and other intangible assets | ||
Amortization period | 19 years 6 months | |
Noncompete agreements | ||
Goodwill and other intangible assets | ||
Gross intangible assets | $ 8,640,000 | 8,640,000 |
Accumulated amortization | $ 8,177,000 | 7,877,000 |
Noncompete agreements | Minimum | ||
Goodwill and other intangible assets | ||
Amortization period | 4 years | |
Noncompete agreements | Maximum | ||
Goodwill and other intangible assets | ||
Amortization period | 5 years | |
Work Truck Attachments segment | ||
Goodwill and other intangible assets | ||
Goodwill | $ 113,132,000 | 113,132,000 |
Gross intangible assets | 177,785,000 | 177,785,000 |
Accumulated amortization | 87,964,000 | 82,456,000 |
Work Truck Solutions | ||
Goodwill and other intangible assets | ||
Goodwill | 127,874,000 | |
Gross intangible assets | 97,890,000 | 97,890,000 |
Accumulated amortization | $ 23,989,000 | $ 18,541,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Deferred Financing (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in deferred financing costs | |||
Balance at the beginning of the period | $ 2,386 | $ 3,209 | $ 4,033 |
Amortization of deferred financing costs | (823) | (823) | (824) |
Balance at the end of the period | $ 1,563 | $ 2,386 | $ 3,209 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets: | |||
Other long-term assets | $ 7,270 | $ 5,064 | |
Total Assets | 7,270 | 5,064 | |
Liabilities: | |||
Interest rate swaps | 6,736 | 2,031 | |
Long term debt | 247,630 | 269,739 | |
Total Liabilities | 256,383 | 274,322 | |
Reconciliation of liability related to earnout | |||
Balance at the beginning of the period | 2,200 | 3,100 | |
Adjustments to fair value | (900) | ||
Balance at the end of the period | 2,200 | $ 3,100 | |
Related Party Transactions | |||
Related Party Transaction, Purchases from Related Party | 0 | 0 | 0 |
Advertising expenses | |||
Advertising expenses incurred | 4,895 | 5,213 | 4,471 |
Research and development expenses | |||
Research and development expenses | 5,693 | 3,194 | 2,926 |
Henderson | |||
Liabilities: | |||
Earnout | 17 | 352 | |
Dejana | |||
Liabilities: | |||
Earnout | 2,000 | 2,200 | |
Level 3 | Henderson | |||
Liabilities: | |||
Earnout, portion in other current liabilities | 17 | 352 | |
Level 3 | Dejana | |||
Liabilities: | |||
Earnout, portion in other long term liabilities | 2,000 | 2,200 | |
Recurring | Level 2 | |||
Reconciliation of liability related to earnout | |||
Derivative Liability, Current | 1,522 | 127 | |
Derivative Asset, Noncurrent | 5,214 | ||
Derivative Liability, Noncurrent | 1,904 | ||
Recurring | Level 3 | Henderson | |||
Reconciliation of liability related to earnout | |||
Balance at the beginning of the period | 352 | 529 | |
Adjustments to fair value | (217) | ||
Payments to former owners | (118) | (177) | |
Balance at the end of the period | 17 | 352 | $ 529 |
Recurring | Level 3 | Dejana | |||
Reconciliation of liability related to earnout | |||
Balance at the beginning of the period | 2,200 | ||
Adjustments to fair value | (200) | ||
Balance at the end of the period | $ 2,000 | $ 2,200 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Segments (Details) | 12 Months Ended | ||
Dec. 31, 2019segmentitem | Dec. 31, 2018item | Dec. 31, 2017item | |
Summary of Significant Accounting Policies | |||
Number of distributors with more than 10% of company's net sales | item | 0 | 0 | 0 |
Segment Reporting | |||
Number of operating segments | 2 | ||
Number of Reportable Segments | 2 |
Revenue Recognition (Revenue by
Revenue Recognition (Revenue by customer and timing recognitions) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||||||||||||
Retained Earnings | $ 160,748 | $ 136,765 | $ 160,748 | $ 136,765 | ||||||||
Net sales | $ 160,298 | $ 141,869 | $ 176,356 | $ 93,187 | $ 151,825 | $ 124,832 | $ 163,446 | $ 83,964 | 571,710 | 524,067 | $ 474,927 | |
Independent dealer | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 421,114 | 409,384 | ||||||||||
Government | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 72,810 | 52,582 | ||||||||||
Fleet | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 66,306 | 58,500 | ||||||||||
Other | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 11,480 | 3,601 | ||||||||||
Point in time | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 465,899 | 429,117 | ||||||||||
Over time | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | $ 105,811 | 94,950 | ||||||||||
Work Truck Attachments | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Number of revenue streams | item | 2 | |||||||||||
Net sales | $ 293,630 | 275,244 | ||||||||||
Work Truck Attachments | Independent dealer | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 293,630 | 275,244 | ||||||||||
Work Truck Attachments | Point in time | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | $ 293,630 | 275,244 | ||||||||||
Work Truck Solutions | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Number of revenue streams | item | 4 | |||||||||||
Net sales | $ 278,080 | 248,823 | ||||||||||
Work Truck Solutions | Independent dealer | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 127,484 | 134,140 | ||||||||||
Work Truck Solutions | Government | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 72,810 | 52,582 | ||||||||||
Work Truck Solutions | Fleet | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 66,306 | 58,500 | ||||||||||
Work Truck Solutions | Other | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 11,480 | 3,601 | ||||||||||
Work Truck Solutions | Point in time | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 172,269 | 153,873 | ||||||||||
Work Truck Solutions | Over time | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | 105,811 | 94,950 | ||||||||||
Effect of Change Higher/(Lower) | ASC 2014-09 | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Retained Earnings | $ 377 | |||||||||||
Net sales | 251 | 299 | ||||||||||
Effect of Change Higher/(Lower) | ASC 2014-09 | Work Truck Solutions | Over time | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Net sales | $ (251) | $ 299 |
Revenue Recognition (Contract B
Revenue Recognition (Contract Balances) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in contract liabilities | ||
Balance at Beginning of Period | $ 2,006 | $ 2,048 |
Additions | 16,082 | 12,131 |
Deductions | (15,901) | (12,173) |
Balance at End of Period | 2,187 | 2,006 |
Contract assets | $ 0 | $ 0 |
Revenue Recognition (Remaining
Revenue Recognition (Remaining Performance Obligations and Practical Expedients) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition | |
Practical expedient, incremental cost of obtaining contract | True |
Optional exemption, performance obligation | True |
Revenue Recognition (Impact of
Revenue Recognition (Impact of New Revenue Guidance on Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 |
Stockholders' Equity: | |||
Retained Earnings | $ 160,748 | $ 136,765 | |
ASC 2014-09 | Effect of Change Higher/(Lower) | |||
Stockholders' Equity: | |||
Retained Earnings | $ 377 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | May 01, 2017 | Jul. 15, 2016 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Acquisition | ||||||||||||||||||
Payable to former shareholder | $ 5,487 | |||||||||||||||||
Allocation of the purchase price paid to the fair value of the net assets for acquisition | ||||||||||||||||||
Goodwill | $ 241,006 | $ 241,006 | $ 241,006 | $ 241,006 | ||||||||||||||
Revenues | 160,298 | $ 141,869 | $ 176,356 | $ 93,187 | 151,825 | $ 124,832 | $ 163,446 | $ 83,964 | 571,710 | 524,067 | 474,927 | |||||||
Pre-tax operating losses | 14,062 | $ 15,542 | $ 33,773 | $ (760) | 19,748 | $ 11,069 | $ 28,080 | $ (3,138) | 62,617 | 55,759 | 52,915 | |||||||
Henderson | ||||||||||||||||||
Allocation of the purchase price paid to the fair value of the net assets for acquisition | ||||||||||||||||||
Earnout | $ (17) | (352) | (17) | (352) | ||||||||||||||
Dejana | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Adjusted fair value of earn out consideration | $ 10,373 | |||||||||||||||||
Subsequent adjustment | $ (600) | $ (1,186) | $ (200) | (900) | (1,786) | 173 | ||||||||||||
Maximum earnout | $ 21,487 | |||||||||||||||||
Earnout consideration amended period | 2 years | |||||||||||||||||
Percentage of additional earnout payment | 50.00% | 50.00% | ||||||||||||||||
Contingent consideration in the form of an earnout capped | $ 26,000 | $ 26,000 | ||||||||||||||||
Fair value of the contingent consideration recognized | $ 10,200 | |||||||||||||||||
Allocation of the purchase price paid to the fair value of the net assets for acquisition | ||||||||||||||||||
Earnout | $ (2,000) | $ (2,200) | $ (2,000) | $ (2,200) | ||||||||||||||
Arrowhead Equipment, Inc. [Member] | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Total consideration | $ 7,385 | |||||||||||||||||
Transactions expenses | 343 | |||||||||||||||||
Allocation of the purchase price paid to the fair value of the net assets for acquisition | ||||||||||||||||||
Accounts receivable | 852 | |||||||||||||||||
Inventories | 1,547 | |||||||||||||||||
Prepaid and other current assets | 6 | |||||||||||||||||
Property and equipment | 624 | |||||||||||||||||
Goodwill | 2,720 | |||||||||||||||||
Intangible assets | 2,700 | |||||||||||||||||
Accounts payable and other current liabilities | (957) | |||||||||||||||||
Unfavorable lease | (107) | |||||||||||||||||
Total | $ 7,385 | |||||||||||||||||
Amortization period of goodwill, for income tax purpose | 15 years | |||||||||||||||||
Revenues since acquisition | 7,964 | |||||||||||||||||
Pre-tax operating income (losses) since acquisition | $ 607 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories | ||
Finished goods | $ 42,125 | $ 43,192 |
Work-in-process | 6,906 | 7,357 |
Raw material and supplies | 28,911 | 31,447 |
Inventories | 77,942 | 81,996 |
Inventories - truck chassis floor plan | $ 6,539 | $ 4,204 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, plant and equipment | ||
Total property, plant and equipment | $ 124,717 | $ 113,508 |
Less accumulated depreciation | (66,273) | (58,313) |
Net property, plant and equipment | 58,444 | 55,195 |
Land | ||
Property, plant and equipment | ||
Total property, plant and equipment | 2,378 | 2,378 |
Land improvements | ||
Property, plant and equipment | ||
Total property, plant and equipment | 4,541 | 4,357 |
Leasehold Improvements | ||
Property, plant and equipment | ||
Total property, plant and equipment | 4,087 | 4,079 |
Buildings | ||
Property, plant and equipment | ||
Total property, plant and equipment | 28,715 | 28,238 |
Machinery and equipment | ||
Property, plant and equipment | ||
Total property, plant and equipment | 55,238 | 50,129 |
Furniture and fixtures | ||
Property, plant and equipment | ||
Total property, plant and equipment | 17,918 | 16,360 |
Mobile equipment and other | ||
Property, plant and equipment | ||
Total property, plant and equipment | 5,285 | 4,883 |
Construction-in-process | ||
Property, plant and equipment | ||
Total property, plant and equipment | $ 6,555 | $ 3,084 |
Leases Narrative (Details)
Leases Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |
Options to extend | true |
Renewal term | 10 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 16 years |
Leases - Components of Lease an
Leases - Components of Lease and supplemental cash flow information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease Expense | |
Operating lease expense | $ 4,857 |
Short term lease cost | 380 |
Total lease cost | 5,237 |
Cash paid for amounts included in the measurement of operating lease liabilities | 4,679 |
Non-cash lease expense - right-of-use assets | 3,672 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 5,325 |
Leases - Supplemental Balance s
Leases - Supplemental Balance sheet information (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Supplemental balance sheet information related to leases | |
Operating leases - right of use asset | $ 22,557 |
Other current liabilities | 3,822 |
Operating lease liabilities | 18,981 |
Total operating lease liabilities | $ 22,803 |
Weighted Average Remaining Lease Term - Operating leases | 78 months |
Weighted Average Discount Rate - Operating leases | 5.32% |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of leases | |
2020 | $ 4,916 |
2021 | 4,625 |
2022 | 4,208 |
2023 | 3,766 |
2024 | 3,194 |
Thereafter | 6,146 |
Total lease payments | 26,855 |
Less: imputed interest | (4,052) |
Total operating lease liabilities | $ 22,803 |
Leases - Related Party Leases (
Leases - Related Party Leases (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)lease | Dec. 31, 2018USD ($) | |
Future minimum lease payments at December 31, 2018 under ASC 840 | ||
2019 | $ 4,259 | |
2020 | 3,904 | |
2021 | 3,614 | |
2022 | 3,199 | |
2023 | 2,704 | |
Thereafter | 5,910 | |
Total lease obligations | 23,590 | |
Related Party | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 9 | |
Total rent expense to related parties | $ 2,168 | |
Amounts owed to related parties | $ 0 | |
Future minimum lease payments at December 31, 2018 under ASC 840 | ||
2019 | 2,250 | |
2020 | 2,250 | |
2021 | 2,250 | |
2022 | 2,250 | |
2023 | 2,130 | |
Thereafter | 4,410 | |
Total lease obligations | 15,540 | |
Third Party | ||
Future minimum lease payments at December 31, 2018 under ASC 840 | ||
2019 | 2,009 | |
2020 | 1,654 | |
2021 | 1,364 | |
2022 | 949 | |
2023 | 574 | |
Thereafter | 1,500 | |
Total lease obligations | $ 8,050 |
Other Intangible Asset - Summar
Other Intangible Asset - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | $ 198,075 | $ 198,075 |
Amortizable intangibles, accumulated amortization | 111,953 | 100,997 |
Finite-Lived Intangible Assets, Net, Total | 86,122 | 97,078 |
Intangible Assets, Gross (Excluding Goodwill), Total | 275,675 | 275,675 |
Net Carrying Amount | 163,722 | 174,678 |
Dealer network | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 80,000 | 80,000 |
Amortizable intangibles, accumulated amortization | 63,000 | 59,000 |
Finite-Lived Intangible Assets, Net, Total | 17,000 | 21,000 |
Customer relations | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 80,920 | 80,920 |
Amortizable intangibles, accumulated amortization | 21,914 | 16,607 |
Finite-Lived Intangible Assets, Net, Total | 59,006 | 64,313 |
Patents | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 21,136 | 21,136 |
Amortizable intangibles, accumulated amortization | 13,229 | 11,974 |
Finite-Lived Intangible Assets, Net, Total | 7,907 | 9,162 |
Noncompete agreements | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 8,640 | 8,640 |
Amortizable intangibles, accumulated amortization | 8,177 | 7,877 |
Finite-Lived Intangible Assets, Net, Total | 463 | 763 |
Trademark | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 5,459 | 5,459 |
Amortizable intangibles, accumulated amortization | 3,713 | 3,619 |
Finite-Lived Intangible Assets, Net, Total | 1,746 | 1,840 |
Backlog | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 1,900 | 1,900 |
Amortizable intangibles, accumulated amortization | 1,900 | 1,900 |
License | ||
Other intangible assets | ||
Amortizable intangibles, gross carrying amount | 20 | 20 |
Amortizable intangibles, accumulated amortization | 20 | 20 |
Trademark and tradenames | ||
Other intangible assets | ||
Indefinite-lived intangibles, net carrying amount | $ 77,600 | $ 77,600 |
Other Intangible Asset - Estima
Other Intangible Asset - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Intangible Assets | |||
Intangibles amortization | $ 10,956 | $ 11,472 | $ 11,401 |
Estimated amortization expense for the next five years | |||
2020 | 10,932 | ||
2021 | 10,670 | ||
2022 | 10,520 | ||
2023 | 10,520 | ||
2024 | $ 7,520 | ||
Weighted average remaining life for intangible assets | 9 years 8 months 12 days | ||
Amount received from settlement | $ 200 | $ 1,275 |
Long-Term Debt - Summary (Detai
Long-Term Debt - Summary (Details) $ in Thousands | Jan. 30, 2020USD ($) | Feb. 13, 2019USD ($) | Aug. 17, 2017USD ($) | Feb. 08, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 15, 2016USD ($) |
Long-term debt | |||||||||
Less current maturities | $ 22,143 | $ 32,749 | |||||||
Long-term debt, less current maturities | 222,081 | 242,946 | |||||||
Deferred financing costs, net | 1,563 | 2,386 | $ 3,209 | $ 4,033 | |||||
Total long-term debt | 222,081 | 242,946 | |||||||
Long-term debt, additional disclosure | |||||||||
Financing costs | 1,608 | 2,320 | |||||||
Inventories - truck chassis floor plan | 6,539 | 4,204 | |||||||
Voluntary payment | $ 20,000 | $ 30,000 | |||||||
Term loan facility | |||||||||
Long-term debt | |||||||||
Term Loan, net of debt discount | 245,787 | 278,081 | |||||||
Less current maturities | 22,143 | 32,749 | |||||||
Long-term debt, less current maturities | 223,644 | $ 245,332 | |||||||
Total long-term debt | 245,787 | ||||||||
Schedule of maturities on long-term debt | |||||||||
2020 | 22,143 | ||||||||
2021 | 223,644 | ||||||||
Long-term debt, additional disclosure | |||||||||
Incremental term loan | $ 10,000 | ||||||||
Actual interest rate (as a percent) | 4.71% | 5.35% | |||||||
Unamortized discount on issuance of debt | $ 781 | $ 1,172 | 1,900 | ||||||
Financing costs | 2,120 | ||||||||
Revolving credit facility | |||||||||
Long-term debt, additional disclosure | |||||||||
Financing costs | 200 | ||||||||
Annual acquisitions allowed | 12,500 | ||||||||
Incremental Term Loan Facility | |||||||||
Long-term debt, additional disclosure | |||||||||
Unamortized discount on issuance of debt | $ 650 | ||||||||
Senior credit facilities | |||||||||
Long-term debt, additional disclosure | |||||||||
Floor plan financing arrangements | $ 20,000 | ||||||||
Remaining borrowing availability | $ 99,352 | ||||||||
Percentage of net cash proceeds of certain asset sales, certain insurance or condemnation events, requirement for additional principal prepayments | 100.00% | ||||||||
Percentage of excess cash flow paid as additional principal prepayments | 50.00% | ||||||||
Reduced percentage of excess cash flow paid as additional principal prepayments upon achievement of certain leverage ratio thresholds, one | 0.00% | ||||||||
Senior credit facilities | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Period before end of the fiscal year, for additional principal prepayments of debt, from excess cash flow | 150 days | ||||||||
Senior credit facilities | Term loan facility | |||||||||
Long-term debt, additional disclosure | |||||||||
Maximum borrowing capacity | $ 190,000 | ||||||||
Borrowings under senior credit facility | $ 313,962 | $ 315,540 | $ 313,962 | $ 100,000 | $ 130,000 | ||||
Incremental term loan | 5,000 | ||||||||
Excess cash flow payment | 11,279 | ||||||||
Voluntary payment | $ 18,721 | ||||||||
Senior credit facilities | Term loan facility | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Additional term loan commitments | $ 80,000 | ||||||||
Debt ratio | 3.25 | ||||||||
Senior credit facilities | Term loan facility | ABR | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 3.25% | ||||||||
Senior credit facilities | Term loan facility | ABR | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||
Senior credit facilities | Term loan facility | ABR | Minimum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||
Senior credit facilities | Term loan facility | Euro dollar | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 4.25% | ||||||||
Senior credit facilities | Term loan facility | Euro dollar | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 3.00% | ||||||||
Senior credit facilities | Term loan facility | Euro dollar | Minimum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 3.50% | ||||||||
Senior credit facilities | Term loan facility | First option | Minimum | |||||||||
Long-term debt, additional disclosure | |||||||||
Additional interest margin added to fixed and variable rates (as a percent) | 1.00% | ||||||||
Additional fixed interest rate spread (as a percent) | 1.00% | ||||||||
Senior credit facilities | Term loan facility | First option | Federal funds | |||||||||
Long-term debt, additional disclosure | |||||||||
Variable rate basis description | Federal funds | ||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Senior credit facilities | Term loan facility | First option | Fixed rate | |||||||||
Long-term debt, additional disclosure | |||||||||
Fixed interest rate base (as a percent) | 2.00% | ||||||||
Senior credit facilities | Term loan facility | First option | One month London Interbank Offered Rate | |||||||||
Long-term debt, additional disclosure | |||||||||
Variable rate basis description | LIBOR for a one month interest period | ||||||||
Senior credit facilities | Term loan facility | First option | Prime | |||||||||
Long-term debt, additional disclosure | |||||||||
Variable rate basis description | Prime Rate | ||||||||
Senior credit facilities | Term loan facility | Second option | Fixed rate | |||||||||
Long-term debt, additional disclosure | |||||||||
Fixed interest rate base (as a percent) | 3.00% | ||||||||
Additional fixed interest rate spread (as a percent) | 1.00% | ||||||||
Senior credit facilities | Revolving credit facility | Second option | Federal funds | |||||||||
Long-term debt, additional disclosure | |||||||||
Variable rate basis description | federal funds | ||||||||
Senior credit facilities | Revolving credit facility | Second option | One month London Interbank Offered Rate | |||||||||
Long-term debt, additional disclosure | |||||||||
Variable rate basis description | LIBOR for a one month interest period | ||||||||
Senior credit facilities | Revolving credit facility | Second option | Prime | |||||||||
Long-term debt, additional disclosure | |||||||||
Variable rate basis description | Prime Rate | ||||||||
Senior credit facilities | Amended term loan facility | ABR | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||
Senior credit facilities | Amended term loan facility | Euro dollar | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 3.50% | ||||||||
Letter of Credit | |||||||||
Long-term debt, additional disclosure | |||||||||
Maximum borrowing capacity | $ 10,000 | ||||||||
Revolving credit facility | |||||||||
Long-term debt | |||||||||
Total long-term debt | 0 | ||||||||
Long-term debt, additional disclosure | |||||||||
Maximum borrowing capacity | 100,000 | ||||||||
Annual acquisitions allowed | $ 12,500 | ||||||||
Fixed charge coverage ratio to be maintained if certain minimum availability under the credit facility is not maintained. | 1 | ||||||||
Revolving credit facility | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Facilities consolidation expenditure allowed | $ 15,000 | ||||||||
Revolving credit facility | First option | Fixed rate | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||
Revolving credit facility | First option | Fixed rate | Minimum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||
Revolving credit facility | Second option | Federal funds | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Revolving credit facility | Second option | Federal funds | Maximum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||
Revolving credit facility | Second option | Federal funds | Minimum | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Revolving credit facility | Second option | One month London Interbank Offered Rate | |||||||||
Long-term debt, additional disclosure | |||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||
Swingline loan | |||||||||
Long-term debt, additional disclosure | |||||||||
Maximum borrowing capacity | $ 5,000 |
Long-Term Debt - Swaps (Details
Long-Term Debt - Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Jun. 13, 2019 | Feb. 05, 2018 | Feb. 20, 2015 | |
Derivative [Line Items] | ||||||
Negative fair value | $ 6,736 | $ 2,031 | $ 2,031 | |||
Bailment Pool Chasis Inventories Net | 28,645 | 15,197 | 15,197 | |||
Inventories - truck chassis floor plan | 6,539 | 4,204 | 4,204 | |||
Bailment pool | ||||||
Derivative [Line Items] | ||||||
Bailment Pool Chasis Inventories Net | 28,645 | 15,197 | 15,197 | |||
Dejana | Bailment pool | ||||||
Derivative [Line Items] | ||||||
Interest Expense, Debt | $ 89 | 49 | ||||
Prime | Bailment pool | ||||||
Derivative [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.75% | |||||
Senior credit facilities | Floor plan | ||||||
Derivative [Line Items] | ||||||
Maximum borrowing capacity | $ 20,000 | |||||
Senior credit facilities | Dejana | Floor plan | ||||||
Derivative [Line Items] | ||||||
Interest Expense, Debt | $ 382 | 230 | ||||
Senior credit facilities | London Interbank Offered Rate (LIBOR) | Floor plan | ||||||
Derivative [Line Items] | ||||||
Interest rate margin (as a percent) | 1.75% | |||||
Senior credit facilities | Prime | Floor plan | ||||||
Derivative [Line Items] | ||||||
Inventories - truck chassis floor plan | $ 6,539 | $ 4,204 | $ 4,204 | |||
Minimum | Prime | Bailment pool | ||||||
Derivative [Line Items] | ||||||
Interest rate margin (as a percent) | 0.00% | |||||
Maximum | Prime | Bailment pool | ||||||
Derivative [Line Items] | ||||||
Interest rate margin (as a percent) | 8.00% | |||||
Interest rate swap | ||||||
Derivative [Line Items] | ||||||
Negative fair value | 6,736 | $ 2,031 | $ 2,031 | |||
Interest rate swap | Accrued Expenses and Other Current Liabilities | ||||||
Derivative [Line Items] | ||||||
Negative fair value | 1,522 | 127 | 127 | |||
Interest rate swap | Other Noncurrent Liabilities | ||||||
Derivative [Line Items] | ||||||
Negative fair value | $ 5,214 | $ 1,904 | $ 1,904 | |||
Interest Rate Swap Effective 31 December 2015 through 29 March 2018 | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 90,000 | |||||
Interest rate | 2.67% | |||||
Interest Rate Swap Effective 31 December 2015 through 29 March 2018 | London Interbank Offered Rate (LIBOR) | ||||||
Derivative [Line Items] | ||||||
LIBOR floor (as a percent) | 1.00% | |||||
Interest Rate Swap Effective 29 March 2018 through 31 March 2020 | ||||||
Derivative [Line Items] | ||||||
Notional amount | 45,000 | |||||
Interest rate | 1.86% | |||||
Interest Rate Swap Effective 29 March 2018 through 31 March 2020 | London Interbank Offered Rate (LIBOR) | ||||||
Derivative [Line Items] | ||||||
LIBOR floor (as a percent) | 1.00% | |||||
Interest Rate Swap Effective 31 March 2020 through 30 June 2021 | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 135,000 | |||||
Interest rate | 2.918% | |||||
Interest Rate Swap Effective 31 March 2020 through 30 June 2021 | London Interbank Offered Rate (LIBOR) | ||||||
Derivative [Line Items] | ||||||
LIBOR floor (as a percent) | 1.00% | |||||
Interest rate swap effective December 31, 2018 through June 30, 2021 | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 50,000 | $ 50,000 | ||||
Interest rate | 2.613% | |||||
Interest rate swap effective June 30, 2021 through December 10, 2021 | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 150,000 | $ 150,000 | ||||
Interest rate | 2.793% | |||||
Interest rate swap effective May 31,2019 through May 31,2024 [member] | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 175,000 | $ 175 | ||||
Interest rate | 2.495% | |||||
LIBOR floor (as a percent) | 1.00% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Expenses and Other Current Liabilities | ||
Payroll and related costs | $ 10,382 | $ 9,607 |
Employee benefits | 6,097 | 5,281 |
Accrued warranty | 3,941 | 3,662 |
Other | 6,076 | 4,756 |
Accrued expenses and other current liabilities | $ 26,496 | $ 23,306 |
Warranty Liability (Details)
Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warranty liability | |||||
Period of warranty history used in estimating warranty costs | 5 years | ||||
Other long-term liabilities | $ 19,818 | $ 14,856 | |||
Accrued expenses and other current liabilities | 26,496 | 23,306 | |||
warranty reserve | $ 6,174 | $ 5,677 | $ 6,160 | 6,541 | 6,174 |
Company's warranty liability: | |||||
Balance at the beginning of the period | 6,174 | 5,677 | 6,160 | ||
Warranty provision | 3,953 | 4,076 | 2,506 | ||
Claims paid/settlements | (3,586) | (3,579) | (3,054) | ||
Balance at the end of the period | $ 6,541 | $ 6,174 | 5,677 | ||
Warranty Reserves | |||||
Warranty liability | |||||
Other long-term liabilities | 2,600 | 2,512 | |||
Accrued expenses and other current liabilities | $ 3,941 | $ 3,662 | |||
Henderson | |||||
Company's warranty liability: | |||||
Establish warranty provision for acquired companies | $ 65 | ||||
Snow and ice control equipment | |||||
Warranty liability | |||||
Warranty period | 2 years | ||||
Parts and accessories | |||||
Warranty liability | |||||
Warranty period | 1 year | ||||
Certain snowplows | |||||
Warranty liability | |||||
Warranty period | 1 year |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 12,492 | $ 3,953 | $ 11,897 |
State | 3,067 | 1,736 | 988 |
Current income tax expense (benefit) | 15,559 | 5,689 | 12,885 |
Deferred: | |||
Federal | (1,442) | 5,001 | (17,264) |
State | (666) | 1,164 | 1,970 |
Deferred income tax expense (benefit) | (2,108) | 6,165 | (15,294) |
Income Tax Expense (Benefit) | $ 13,451 | $ 11,854 | $ (2,409) |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of income tax expense computed at the federal statutory rate to the provision for income taxes | |||
Federal income tax expense at statutory rate | $ 13,150 | $ 11,709 | $ 18,520 |
State taxes, net of federal benefit | 2,239 | 2,349 | 1,539 |
Change in uncertain tax positions, net | (601) | (1,292) | 1,043 |
Research and development credit | (404) | (226) | (160) |
State rate change | (426) | 287 | 240 |
Manufacturing tax benefits | (933) | ||
Federal deferred rate change | (836) | (22,452) | |
Other | (507) | (137) | (206) |
Provision for income tax expense (benefit) | $ 13,451 | $ 11,854 | $ (2,409) |
Income Taxes - Deferred Assets
Income Taxes - Deferred Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 382 | $ 212 |
Inventory reserves | 1,388 | 1,353 |
Warranty liability | 1,643 | 1,559 |
Deferred compensation | 1,380 | 1,264 |
Earnout liabilities | 406 | 516 |
Pension and retiree health benefit obligations | 1,682 | 1,219 |
Interest rate swap | 1,733 | |
Accrued vacation | 833 | 702 |
Medical claims reserve | 56 | 78 |
Operating lease liabilities | 6,108 | |
Net operating losses | 3,754 | 4,416 |
Other accrued liabilities | 2,953 | 2,176 |
Valuation allowance | (1,612) | (1,473) |
Total deferred tax assets | 20,706 | 12,022 |
Deferred tax liabilities: | ||
Tax deductible goodwill and other intangibles | (54,808) | (53,565) |
Accelerated depreciation | (7,320) | (6,547) |
Operating leases - right of use assets | (6,108) | |
Other | 319 | (108) |
Total deferred tax liabilities | (67,917) | (60,220) |
Net deferred tax liabilities | (47,211) | (48,198) |
Valuation allowance for state net operating losses | 1,612 | $ 1,473 |
State | ||
Deferred tax liabilities: | ||
Operating loss carry forwards | $ 2,919 |
Income Taxes - Uncertain tax po
Income Taxes - Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
A reconciliation of the beginning and ending liability for uncertain tax positions | |||
Balance at beginning of year | $ 1,795 | $ 3,531 | $ 2,361 |
Increase Resulting from Current Period Tax Positions | 131 | 21 | 97 |
Increases for tax position taken in prior years | 15 | 146 | 1,602 |
Decreases due to settlements with taxing authorities | (693) | (8) | |
Decreases due to lapses in the statute of limitations | (722) | (1,210) | (521) |
Balance at the end of year | 1,219 | 1,795 | $ 3,531 |
Unrecognized tax benefits that would affect the effective tax rate, if recognized | 1,219 | ||
Accrued interest and penalties reported as income tax liability | $ 487 | $ 502 | |
U.S. corporate income tax rate | 21.00% | 35.00% | |
Net deferred tax liability | $ 22,452 |
Employee Retirement Plans - Pen
Employee Retirement Plans - Pension Retirement Plans (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2019 | Oct. 31, 2019 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Other Comprehensive (Income) Loss, Pension Plan Termination Loss, after Tax and Reclassification Adjustment, Attributable to Parent | $ 6,380 | $ (6,380) | |
Douglas Dynamics LLC Pension Plan For Hourly Employees | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension funding contributions made | $ 3,245 | ||
Defined Benefit Plan, Annuities Purchased Amount | 4,767 | ||
Douglas Dynamics LLC Salaried Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension funding contributions made | $ 12,476 | ||
Defined Benefit Plan, Annuities Purchased Amount | $ 20,044 |
Employee Retirement Plans - Rec
Employee Retirement Plans - Reconciliations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Component of net periodic cost: | |||
Effect of settlement for termination | $ 6,380 | ||
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 38,053 | ||
Fair value of plan assets at end of year | $ 38,053 | ||
Amounts recognized in the consolidated balance sheets consisted | |||
Retiree health benefit obligation | 6,338 | 6,240 | |
Pension plan | |||
Component of net periodic cost: | |||
Service cost | 409 | $ 356 | |
Interest cost | 1,642 | 1,555 | 1,613 |
Expected return on plan assets | (1,175) | (1,901) | (1,790) |
Amortization of net (gain) loss | 595 | 706 | 723 |
Effect of settlement for termination | 6,380 | ||
Net periodic pension cost | 7,442 | 769 | 902 |
Employer contributions during the period | 460 | 7,047 | |
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 40,182 | 43,664 | |
Actuarial (gain) loss | 166 | (3,296) | |
Benefits paid | (1,451) | (1,391) | |
Curtailment | (759) | ||
Benefit obligation at end of year | 40,182 | 43,664 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 38,053 | 33,903 | |
Actual return on plan assets | 3,477 | (1,506) | |
Benefits paid | (1,451) | (1,391) | |
Pension settlement | (40,539) | ||
Fair value of plan assets at end of year | 38,053 | 33,903 | |
Funded status at end of year | (2,129) | ||
Salaried Pension Plan | |||
Accumulated benefit obligation | 0 | 40,182 | |
Pension plan | Minimum | |||
Component of net periodic cost: | |||
Employer contributions during the period | 0 | ||
Other postretirement benefit cost | |||
Component of net periodic cost: | |||
Service cost | 149 | 189 | 205 |
Interest cost | 252 | 233 | 278 |
Amortization of net (gain) loss | (312) | (211) | (107) |
Net periodic pension cost | 89 | 211 | 376 |
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 6,420 | 6,949 | |
Participant contributions | 38 | 25 | |
Actuarial (gain) loss | (266) | (926) | |
Benefits paid | (55) | (50) | |
Benefit obligation at end of year | 6,538 | 6,420 | $ 6,949 |
Change in plan assets: | |||
Benefits paid | $ (55) | (50) | |
Period of coverage under the plan | 10 years | ||
Amounts recognized in the consolidated balance sheets consisted | |||
Accrued expenses and other current liabilities | $ 200 | 180 | |
Retiree health benefit obligation | 6,338 | 6,240 | |
Amounts recognized in the consolidated balance sheets | $ 6,538 | $ 6,420 | |
Salaried Pension Plan | |||
Period of service of employees | 12 years |
Employee Retirement Plans - Ass
Employee Retirement Plans - Assumptions (Details) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Minimum | ||||
Assumptions used in determining net periodic pension cost for the plans | ||||
Discount rates (as a percent) | 3.60% | |||
Pension plan | ||||
Assumptions used to determine the benefit obligation | ||||
Discount rate (as a percent) | 3.60% | 4.20% | ||
Salaried Pension Plan | ||||
Assumptions used in determining net periodic pension cost for the plans | ||||
Rates of increase in compensation levels: Salaried (as a percent) | 3.50% | 3.50% | ||
Expected long-term rate of return on assets (as a percent) | 5.80% | 6.50% | ||
Assumptions used to determine the benefit obligation | ||||
Discount rate (as a percent) | 3.60% | |||
Hourly Pension Plan | ||||
Assumptions used in determining net periodic pension cost for the plans | ||||
Expected long-term rate of return on assets (as a percent) | 6.50% | 6.50% | ||
Assumptions used to determine the benefit obligation | ||||
Discount rate (as a percent) | 4.20% | 4.50% | ||
Other postretirement benefit cost | ||||
Assumptions used in determining net periodic pension cost for the plans | ||||
Discount rates (as a percent) | 4.00% | 3.40% | 3.80% | |
Summary of healthcare cost trend rates | ||||
Ultimate healthcare cost trend rate (as a percent) | 4.50% | 4.50% | 4.50% | |
Participation (as a percent) | 60.00% | 60.00% | 60.00% | |
Assumed health care cost trend rate for the next fiscal year (as a percent) | 6.80% | 6.80% | ||
Ultimate rate in 2028 (as a percent) | 4.50% | |||
Ultimate rate in 2027 (as a percent) | 4.50% | |||
Ultimate rate in 2026 (as a percent) | 4.50% | |||
Assumptions used to determine the benefit obligation | ||||
Discount rate (as a percent) | 3.00% | 3.80% | ||
Other postretirement benefit cost | Under 65 | ||||
Summary of healthcare cost trend rates | ||||
Assumed health care cost trend rate for the next fiscal year (as a percent) | 7.00% |
Employee Retirement Plans - Exp
Employee Retirement Plans - Expected Benefit Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Expected benefit payments | |||
Voluntary contribution | $ 7,000 | ||
Conjunction with the termination | $ 464 | ||
Pension plan | |||
Expected benefit payments | |||
Pension funding contributions made | $ 460 | $ 7,047 | |
Pension plan | Minimum | |||
Expected benefit payments | |||
Pension funding contributions made | $ 0 |
Employee Retirement Plans - A_2
Employee Retirement Plans - Asset Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Employee retirement plans | ||
Actual allocation of pension plan assets | $ 38,053 | |
Pension plan | ||
Employee retirement plans | ||
Actual allocation of pension plan assets | $ 38,053 | $ 33,903 |
Qualified Hourly Pension Plan [Member] | ||
Employee retirement plans | ||
Target (as a percent) | 100.00% | |
Actual allocation of pension plan assets | $ 7,495 | |
Weighted-average asset allocation (as a percent) | 100.00% | |
Qualified Hourly Pension Plan [Member] | Large Cap Equity | ||
Employee retirement plans | ||
Target (as a percent) | 5.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Qualified Hourly Pension Plan [Member] | Mid Cap Equity | ||
Employee retirement plans | ||
Target (as a percent) | 0.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Qualified Hourly Pension Plan [Member] | Small Cap Equity | ||
Employee retirement plans | ||
Target (as a percent) | 0.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Qualified Hourly Pension Plan [Member] | International Equity | ||
Employee retirement plans | ||
Target (as a percent) | 2.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Qualified Hourly Pension Plan [Member] | Emerging markets Equity | ||
Employee retirement plans | ||
Target (as a percent) | 0.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Qualified Hourly Pension Plan [Member] | Fixed Income and Cash Equivalents | ||
Employee retirement plans | ||
Target (as a percent) | 90.00% | |
Actual allocation of pension plan assets | $ 7,388 | |
Weighted-average asset allocation (as a percent) | 99.00% | |
Qualified Hourly Pension Plan [Member] | Real Estate | ||
Employee retirement plans | ||
Target (as a percent) | 3.00% | |
Actual allocation of pension plan assets | $ 107 | |
Weighted-average asset allocation (as a percent) | 1.00% | |
Salaried Pension Plan | ||
Employee retirement plans | ||
Target (as a percent) | 100.00% | |
Actual allocation of pension plan assets | $ 30,558 | |
Weighted-average asset allocation (as a percent) | 100.00% | |
Salaried Pension Plan | Large Cap Equity | ||
Employee retirement plans | ||
Target (as a percent) | 5.00% | |
Weighted-average asset allocation (as a percent) | 1.00% | |
Salaried Pension Plan | Mid Cap Equity | ||
Employee retirement plans | ||
Target (as a percent) | 0.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Salaried Pension Plan | Small Cap Equity | ||
Employee retirement plans | ||
Target (as a percent) | 0.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Salaried Pension Plan | International Equity | ||
Employee retirement plans | ||
Target (as a percent) | 2.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Salaried Pension Plan | Emerging markets Equity | ||
Employee retirement plans | ||
Target (as a percent) | 0.00% | |
Weighted-average asset allocation (as a percent) | 0.00% | |
Salaried Pension Plan | Fixed Income and Cash Equivalents | ||
Employee retirement plans | ||
Target (as a percent) | 90.00% | |
Actual allocation of pension plan assets | $ 30,009 | |
Weighted-average asset allocation (as a percent) | 98.00% | |
Salaried Pension Plan | Real Estate | ||
Employee retirement plans | ||
Target (as a percent) | 3.00% | |
Actual allocation of pension plan assets | $ 549 | |
Weighted-average asset allocation (as a percent) | 2.00% |
Employee Retirement Plans - Fai
Employee Retirement Plans - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Employee retirement plans | ||
Total pension plan assets | $ 38,053 | |
Level 2 | ||
Employee retirement plans | ||
Total pension plan assets | 37,397 | |
Level 3 | ||
Employee retirement plans | ||
Total pension plan assets | 656 | $ 2,026 |
Fixed-income holdings | ||
Employee retirement plans | ||
Total pension plan assets | 37,397 | |
Fixed-income holdings | Level 2 | ||
Employee retirement plans | ||
Total pension plan assets | 37,397 | |
Alternative investments | ||
Employee retirement plans | ||
Total pension plan assets | 656 | |
Alternative investments | Level 3 | ||
Employee retirement plans | ||
Total pension plan assets | 656 | |
Pension plan | ||
Employee retirement plans | ||
Total pension plan assets | $ 38,053 | $ 33,903 |
Employee Retirement Plans - FV
Employee Retirement Plans - FV Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of the fair value measurements using significant unobservable inputs (Level 3) | ||
Fair value of plan assets at beginning of year | $ 38,053 | |
Fair value of plan assets at end of year | $ 38,053 | |
Level 3 | ||
Reconciliation of the fair value measurements using significant unobservable inputs (Level 3) | ||
Fair value of plan assets at beginning of year | 656 | 2,026 |
Deposits | 213 | |
Actual return on plan assets held at reporting date | 30 | 136 |
Withdrawals and transfers | (686) | (1,719) |
Fair value of plan assets at end of year | 656 | |
Pension plan | ||
Reconciliation of the fair value measurements using significant unobservable inputs (Level 3) | ||
Fair value of plan assets at beginning of year | $ 38,053 | 33,903 |
Fair value of plan assets at end of year | $ 38,053 |
Employee Retirement Plans - Cha
Employee Retirement Plans - Changes in Healthcare Cost Trend Rate (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Amounts that will be amortized from accumulated other comprehensive income loss into net periodic pension or OPEB cost in the next fiscal year | |
Actuarial gains (losses) | $ 0 |
Other postretirement benefit cost | |
Effect of one percentage point change in the healthcare cost trend rate | |
Effect on total service and interest cost, 1% increase | 42 |
Effect on total service and interest cost, 1% decrease | (36) |
Effect on postretirement benefit obligation, 1% increase | 672 |
Effect on postretirement benefit obligation, 1% decrease | (592) |
Amounts included in other comprehensive loss, net of tax | |
Net actuarial gain (loss) | 2,209 |
Amounts that will be amortized from accumulated other comprehensive income loss into net periodic pension or OPEB cost in the next fiscal year | |
Estimated actuarial gain (loss) | $ 28 |
Employee Retirement Plans - Def
Employee Retirement Plans - Defined Contribution and Nonqualified Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined contribution plan | |||
Company's matching contributions | $ 3,627 | $ 1,700 | $ 625 |
Non-discretionary employer contributions | 0 | 1,237 | 1,128 |
Non-qualified plan | |||
Defined contribution plan | |||
Expense | 553 | 542 | 526 |
Amount accrued | $ 7,679 | $ 5,243 | $ 4,980 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Stock Awards and Units (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
2010 Plan | Common Stock | |||||||
Stock-based compensation | |||||||
Maximum number of shares of common stock that may be issued | 2,130,000 | ||||||
Number of shares of common stock available for grant | 918,830 | ||||||
Restricted stock units | |||||||
Shares | |||||||
Unvested at the beginning of the period (in shares) | 45,599 | 47,542 | 47,790 | 45,599 | 47,542 | 47,790 | |
Granted (in shares) | 47,360 | 134,804 | 128,893 | ||||
Vested (in shares) | (56,863) | (136,747) | (128,697) | ||||
Cancelled and forfeited (in shares) | (420) | (444) | |||||
Unvested at the end of the period (in shares) | 35,676 | 45,599 | 47,542 | 47,790 | |||
Expected to vest in the future, at the end of the period (in shares) | 34,392 | ||||||
Weighted Average Grant Date Fair Value | |||||||
Unvested at the beginning of the period (in dollars per share) | $ 33.28 | $ 23.95 | $ 20.31 | $ 33.28 | $ 23.95 | $ 20.31 | |
Granted (in dollars per share) | $ 36.48 | $ 37.40 | $ 33.60 | 36.48 | 35.73 | 24.31 | |
Vested (in dollars per share) | 22.05 | 32.45 | 22.93 | ||||
Cancelled and forfeited (in dollars per share) | 36.48 | 33.60 | |||||
Unvested at the end of the period (in dollars per share) | 36.49 | $ 33.28 | $ 23.95 | $ 20.31 | |||
Expected to vest in the future, at the end of the period (in dollars per share) | $ 36.49 | ||||||
Weighted Average Remaining Contractual Term | |||||||
Unvested at the beginning of the period | 1 year 4 months 24 days | 1 year 3 months 25 days | 10 months 2 days | 11 months 15 days | |||
Granted | 9 months 3 days | 5 months 4 days | 3 months 21 days | ||||
Unvested at the end of the period | 1 year 4 months 24 days | 1 year 3 months 25 days | 10 months 2 days | 11 months 15 days | |||
Expected to vest in future, at the end of the period | 1 year 4 months 24 days |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018shares | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / shares | |
Additional Employee Stock Plans Information | |||||
Income tax expense (benefit) | $ 13,451 | $ 11,854 | $ (2,409) | ||
Performance Share Unit Awards | |||||
Additional Employee Stock Plans Information | |||||
Compensation expenses recognized | 1,420 | 1,880 | $ 1,768 | ||
Unrecognized compensation expense, net of expected forfeitures, calculated under the fair value method for shares expected to vest | 781 | ||||
Performance Share Unit Awards | 2010 Plan | |||||
Additional Employee Stock Plans Information | |||||
Compensation expenses recognized | $ 1,819 | $ 2,670 | |||
Performance period | 3 years | ||||
Number of performance shares company expects participants to earn | shares | 47,958 | 64,489 | |||
Number of performance shares units that will be converted into RSUs | shares | 64,040 | ||||
Restricted stock units | |||||
Additional Employee Stock Plans Information | |||||
Vesting period of awards | 2 years | ||||
fair value per share of the awards | $ / shares | $ 36.48 | $ 33.60 | |||
Accelerated stock based compensation expense | $ 1,374 | $ 2,968 | $ 619 | ||
Restricted stock units | 2010 Plan | |||||
Additional Employee Stock Plans Information | |||||
Compensation expenses recognized | $ 1,732 | ||||
Unrecognized compensation expense, net of expected forfeitures, calculated under the fair value method for shares expected to vest | $ 733 | ||||
Minimum age of employee, attaining which awards are continued to be vested upon retirement | item | 65 | ||||
Minimum service period, upon serving which awards are continued to be vested upon retirement | 10 years | ||||
Minimum age of employee along with service period condition, attaining which awards are continued to be vested upon retirement | item | 55 | ||||
Maximum period following a termination of service in which the share-based award will be settled | 2 months 15 days | ||||
Percentage of RSUs issued that will immediately vest and be converted into common shares | 33.33% | ||||
Percentage of RSUs issued that will vest ratably over the remaining vesting period | 66.67% | ||||
Restricted stock units | 2010 Plan | Management | |||||
Additional Employee Stock Plans Information | |||||
Accelerated stock based compensation expense | $ 1,374 | ||||
Restricted stock units | 2010 Plan | Common Stock | |||||
Additional Employee Stock Plans Information | |||||
Number of shares issued upon exercise of units other than options | shares | 1 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic earnings per common share | |||||||||||
Net income | $ 49,166 | $ 43,905 | $ 55,324 | ||||||||
Less income allocated to participating securities | 639 | 584 | 715 | ||||||||
Net income allocated to common shareholders | $ 11,560 | $ 12,429 | $ 25,474 | $ (297) | $ 14,696 | $ 9,921 | $ 21,164 | $ (1,876) | $ 48,527 | $ 43,321 | $ 54,609 |
Weighted average common shares outstanding | 22,779,057 | 22,681,888 | 22,576,381 | ||||||||
Basic gain per common share (in dollars per share) | $ 0.50 | $ 0.54 | $ 1.10 | $ (0.01) | $ 0.64 | $ 0.43 | $ 0.92 | $ (0.08) | $ 2.13 | $ 1.91 | $ 2.42 |
Earnings per common share assuming dilution | |||||||||||
Net income | $ 49,166 | $ 43,905 | $ 55,324 | ||||||||
Less income allocated to participating securities | 639 | 584 | 715 | ||||||||
Net income allocated to common shareholders | $ 11,560 | $ 12,429 | $ 25,474 | $ (297) | $ 14,696 | $ 9,921 | $ 21,164 | $ (1,876) | $ 48,527 | $ 43,321 | $ 54,609 |
Weighted average common shares outstanding | 22,779,057 | 22,681,888 | 22,576,381 | ||||||||
Incremental shares applicable to non-participating RSUs | 34,654 | 22,968 | 11,267 | ||||||||
Weighted average common shares assuming dilution | 22,813,711 | 22,704,856 | 22,587,648 | ||||||||
Gain per common share assuming dilution (in dollars per share) | $ 0.50 | $ 0.53 | $ 1.10 | $ (0.01) | $ 0.63 | $ 0.43 | $ 0.91 | $ (0.08) | $ 2.11 | $ 1.89 | $ 2.40 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segmentcustomer | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Number of operating segments | segment | 2 | ||||||||||
Number of customers | customer | 0 | ||||||||||
Net sales | $ 160,298 | $ 141,869 | $ 176,356 | $ 93,187 | $ 151,825 | $ 124,832 | $ 163,446 | $ 83,964 | $ 571,710 | $ 524,067 | $ 474,927 |
Adjusted EBITDA | 108,105 | 96,443 | 90,927 | ||||||||
Depreciation and amortization expense | 19,212 | 19,085 | 18,584 | ||||||||
Assets | 705,695 | 676,193 | 705,695 | 676,193 | 685,176 | ||||||
Capital Expenditures | 11,533 | 9,690 | 7,563 | ||||||||
Capital Expenditures including adjustments to accruals and payables | 11,663 | 9,848 | 8,380 | ||||||||
Interest expense, net | 16,782 | 16,943 | 18,336 | ||||||||
Depreciation expense | 8,256 | 7,613 | 7,183 | ||||||||
Amortization | 10,956 | 11,472 | 11,401 | ||||||||
Purchase accounting | (417) | (900) | (1,786) | ||||||||
Share-based Compensation | 3,239 | 4,550 | 3,500 | ||||||||
Litigation proceeds | (200) | (1,275) | |||||||||
Pension termination | 6,609 | ||||||||||
Other charges | 263 | 1,006 | 653 | ||||||||
Income before taxes | 14,062 | $ 15,542 | $ 33,773 | $ (760) | 19,748 | $ 11,069 | $ 28,080 | $ (3,138) | 62,617 | 55,759 | 52,915 |
Work Truck Attachments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 293,630 | 275,244 | |||||||||
Adjusted EBITDA | 80,747 | 80,396 | 64,101 | ||||||||
Work Truck Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 278,080 | 248,823 | |||||||||
Adjusted EBITDA | 27,358 | 16,047 | 26,826 | ||||||||
Operating segment | Work Truck Attachments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 293,630 | 275,244 | 238,889 | ||||||||
Adjusted EBITDA | 80,747 | 80,396 | 64,101 | ||||||||
Depreciation and amortization expense | 10,217 | 9,609 | 9,536 | ||||||||
Assets | 361,876 | 348,714 | 361,876 | 348,714 | 352,706 | ||||||
Capital Expenditures | 9,417 | 6,931 | 5,437 | ||||||||
Operating segment | Work Truck Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 278,080 | 248,823 | 236,038 | ||||||||
Adjusted EBITDA | 27,358 | 16,047 | 26,826 | ||||||||
Depreciation and amortization expense | 8,995 | 9,476 | 9,048 | ||||||||
Assets | $ 343,819 | $ 327,479 | 343,819 | 327,479 | 332,470 | ||||||
Capital Expenditures | $ 2,246 | $ 2,917 | $ 2,943 |
Stockholders' equity (Details)
Stockholders' equity (Details) | 12 Months Ended | |
Dec. 31, 2019item$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Stockholders' equity | ||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Temporary Equity, Shares Issued | 0 | 0 |
Temporary Equity, Shares Outstanding | 0 | 0 |
Common Stock | ||
Number of votes per share | item | 1 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 22,795,412 | 22,700,991 |
Common Stock, Shares, Outstanding | 22,795,412 | 22,700,991 |
Series A Redeemable Preferred Stock | ||
Stockholders' equity | ||
Shares authorized | 5,000,000 | |
Par value (in dollars per share) | $ / shares | $ 0.01 |
Valuation and qualifying acco_3
Valuation and qualifying accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | |||
Valuation and qualifying accounts | |||
Balance at the beginning of the year | $ 871 | $ 1,056 | $ 1,158 |
Additions charged to earnings | 1,361 | 531 | 1,475 |
Changes to net | (745) | (716) | (1,577) |
Balance at the end of the year | 1,487 | 871 | 1,056 |
Valuation of deferred tax assets | |||
Valuation and qualifying accounts | |||
Balance at the beginning of the year | 1,473 | 777 | 640 |
Changes to net | 139 | 696 | 137 |
Balance at the end of the year | $ 1,612 | $ 1,473 | $ 777 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss by Component - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes to accumulated other comprehensive loss by component | ||
Balance at the beginning of the period | $ (6,049) | $ (6,572) |
Other comprehensive gain (loss) before reclassifications | (3,731) | 1,527 |
Amounts reclassified from accumulated other comprehensive loss | 586 | 125 |
Pension termination | 6,380 | |
Balance at the end of the period | (2,814) | (6,049) |
ASU 2018-02 | ||
Changes to accumulated other comprehensive loss by component | ||
Impact due to adoption | (1,129) | |
Unrealized Net Loss on Interest Rate Swap | ||
Changes to accumulated other comprehensive loss by component | ||
Balance at the beginning of the period | (1,530) | (1,328) |
Other comprehensive gain (loss) before reclassifications | (3,867) | 327 |
Amounts reclassified from accumulated other comprehensive loss | 374 | (246) |
Balance at the end of the period | (5,023) | (1,530) |
Unrealized Net Loss on Interest Rate Swap | ASU 2018-02 | ||
Changes to accumulated other comprehensive loss by component | ||
Impact due to adoption | (283) | |
Other Postretirement Benefit Liability | ||
Changes to accumulated other comprehensive loss by component | ||
Balance at the beginning of the period | 2,118 | 1,392 |
Other comprehensive gain (loss) before reclassifications | 325 | 683 |
Amounts reclassified from accumulated other comprehensive loss | (234) | (158) |
Balance at the end of the period | 2,209 | 2,118 |
Other Postretirement Benefit Liability | ASU 2018-02 | ||
Changes to accumulated other comprehensive loss by component | ||
Impact due to adoption | (201) | |
Pension Liability | ||
Changes to accumulated other comprehensive loss by component | ||
Balance at the beginning of the period | (6,637) | (6,636) |
Other comprehensive gain (loss) before reclassifications | (189) | 517 |
Amounts reclassified from accumulated other comprehensive loss | 446 | 529 |
Pension termination | $ 6,380 | |
Balance at the end of the period | (6,637) | |
Pension Liability | ASU 2018-02 | ||
Changes to accumulated other comprehensive loss by component | ||
Impact due to adoption | $ (1,047) |
Changes in Accumulated Other _4
Changes in Accumulated Other Comprehensive Loss by Component - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amounts reclassified from accumulated other comprehensive loss: | |||||||||||
Interest expense, net | $ 16,782 | $ 16,943 | $ 18,336 | ||||||||
Tax expense (benefit) | 13,451 | 11,854 | (2,409) | ||||||||
Reclassification net of tax | $ (11,560) | $ (12,429) | $ (25,474) | $ 297 | $ (14,696) | $ (9,921) | $ (21,164) | $ 1,876 | (48,527) | (43,321) | $ (54,609) |
Other Postretirement Benefit Liability | Amount reclassified from accumulated other comprehensive income | |||||||||||
Amounts reclassified from accumulated other comprehensive loss: | |||||||||||
Actuarial (gains) losses | (312) | (211) | |||||||||
Tax expense (benefit) | 78 | 53 | |||||||||
Reclassification net of tax | (234) | (158) | |||||||||
Pension Liability | Amount reclassified from accumulated other comprehensive income | |||||||||||
Amounts reclassified from accumulated other comprehensive loss: | |||||||||||
Actuarial (gains) losses | 595 | 706 | |||||||||
Tax expense (benefit) | (149) | (177) | |||||||||
Reclassification net of tax | 446 | 529 | |||||||||
Unrealized Net Loss on Interest Rate Swap | Interest rate swap | Amount reclassified from accumulated other comprehensive income | |||||||||||
Amounts reclassified from accumulated other comprehensive loss: | |||||||||||
Interest expense, net | 499 | (328) | |||||||||
Tax expense (benefit) | (125) | 82 | |||||||||
Reclassification net of tax | $ 374 | $ (246) |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information (unaudited) | |||||||||||
Net sales | $ 160,298 | $ 141,869 | $ 176,356 | $ 93,187 | $ 151,825 | $ 124,832 | $ 163,446 | $ 83,964 | $ 571,710 | $ 524,067 | $ 474,927 |
Gross profit | 46,339 | 39,939 | 59,593 | 22,946 | 44,094 | 34,920 | 55,849 | 20,027 | 168,817 | 154,890 | 143,086 |
Income (loss) before taxes | 14,062 | 15,542 | 33,773 | (760) | 19,748 | 11,069 | 28,080 | (3,138) | 62,617 | 55,759 | 52,915 |
Net income (loss) | $ 11,560 | $ 12,429 | $ 25,474 | $ (297) | $ 14,696 | $ 9,921 | $ 21,164 | $ (1,876) | $ 48,527 | $ 43,321 | $ 54,609 |
Basic gain per common share (in dollars per share) | $ 0.50 | $ 0.54 | $ 1.10 | $ (0.01) | $ 0.64 | $ 0.43 | $ 0.92 | $ (0.08) | $ 2.13 | $ 1.91 | $ 2.42 |
Gain per common share assuming dilution (in dollars per share) | 0.50 | 0.53 | 1.10 | (0.01) | 0.63 | 0.43 | 0.91 | (0.08) | $ 2.11 | $ 1.89 | $ 2.40 |
Cash dividends paid per share (in dollars per share) | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.27 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-13 $ in Thousands | Jan. 01, 2020USD ($) |
Minimum | |
Recent Accounting Pronouncements | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 500 |
Maximum | |
Recent Accounting Pronouncements | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 1,500 |