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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____
Commission file number 0-21220
| | | | | | | | |
ALAMO GROUP INC. |
(Exact name of registrant as specified in its charter) |
|
Delaware | | 74-1621248 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
1627 East Walnut, Seguin, Texas 78155
(Address of principal executive offices, including zip code)
830-379-1480
(Registrant’s telephone number, including area code) | | | | | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
| | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.10 per share | ALG | New York Stock Exchange |
| | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At October 29, 2021, 11,923,746 shares of common stock, $.10 par value, of the registrant were outstanding.
Alamo Group Inc. and Subsidiaries
INDEX
| | | | | | | | | | | |
PART I. | FINANCIAL INFORMATION | PAGE |
| | | |
Item 1. | Interim Condensed Consolidated Financial Statements (Unaudited) | |
| | | |
| | |
| | September 30, 2021 and December 31, 2020 | |
| | | |
| | |
| | Three and Nine Months Ended September 30, 2021 and September 30, 2020 | |
| | | |
| | |
| | Three and Nine Months Ended September 30, 2021 and September 30, 2020 | |
| | | |
| | |
| | Three and Nine Months Ended September 30, 2021 and September 30, 2020 | |
| | | |
| | |
| | Nine Months Ended September 30, 2021 and September 30, 2020 | |
| | | |
| | |
| | | |
Item 2. | | |
| | | |
Item 3. | | |
| | | |
Item 4. | | |
| | | |
PART II. | | |
| | | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Mine Safety Disclosures | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
| | | |
| | |
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Balance Sheets
(Unaudited) | | | | | | | | | | | | | | | | | | | | |
(in thousands, except share amounts) | September 30, 2021 | December 31, 2020 |
| | | | | As Adjusted | |
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 89,189 | | | | $ | 50,195 | | |
Accounts receivable, net | | 245,517 | | | | 209,276 | | |
Inventories, net | | 294,270 | | | | 242,501 | | |
| | | | | | |
Prepaid expenses and other current assets | | 6,741 | | | | 7,382 | | |
Income tax receivable | | 66 | | | | 6,186 | | |
Total current assets | | 635,783 | | | | 515,540 | | |
| | | | | | |
Rental equipment, net | | 36,244 | | | | 42,266 | | |
| | | | | | |
Property, plant and equipment | | 316,347 | | | | 312,362 | | |
Less: Accumulated depreciation | | (168,557) | | | | (156,928) | | |
Total property, plant and equipment, net | | 147,790 | | | | 155,434 | | |
| | | | | | |
Goodwill | | 193,572 | | | | 195,132 | | |
Intangible assets, net | | 181,516 | | | | 193,172 | | |
Deferred income taxes | | 2,004 | | | | 1,203 | | |
Other non-current assets | | 20,869 | | | | 19,112 | | |
| | | | | | |
Total assets | | $ | 1,217,778 | | | | $ | 1,121,859 | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities: | | | | | | |
Trade accounts payable | | $ | 107,059 | | | | $ | 75,317 | | |
Income taxes payable | | 6,425 | | | | 2,278 | | |
Accrued liabilities | | 67,183 | | | | 64,634 | | |
Current maturities of long-term debt and finance lease obligations | | 15,059 | | | | 15,066 | | |
| | | | | | |
Total current liabilities | | 195,726 | | | | 157,295 | | |
| | | | | | |
Long-term debt and finance lease obligations, net of current maturities | | 279,215 | | | | 270,320 | | |
Long-term tax liability | | 4,408 | | | | 3,954 | | |
Deferred pension liability | | 963 | | | | 1,731 | | |
Other long-term liabilities | | 28,095 | | | | 30,744 | | |
Deferred income taxes | | 17,709 | | | | 22,812 | | |
| | | | | | |
Stockholders’ equity: | | | | | | |
Common stock, $0.10 par value, 20,000,000 shares authorized; 11,870,513 and 11,809,926 outstanding at September 30, 2021 and December 31, 2020, respectively | | 1,187 | | | | 1,181 | | |
Additional paid-in-capital | | 123,446 | | | | 118,528 | | |
Treasury stock, at cost; 82,600 shares at September 30, 2021 and December 31, 2020, respectively | | (4,566) | | | | (4,566) | | |
Retained earnings | | 616,235 | | | | 560,186 | | |
Accumulated other comprehensive loss | | (44,640) | | | | (40,326) | | |
Total stockholders’ equity | | 691,662 | | | | 635,003 | | |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,217,778 | | | | $ | 1,121,859 | | |
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Income
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands, except per share amounts) | 2021 | | 2020 | | 2021 | | 2020 |
| | | | | | | |
Net sales: | | | | | | | |
Industrial | $ | 218,988 | | | $ | 196,241 | | | $ | 662,106 | | | $ | 608,473 | |
Agricultural | 119,323 | | | 95,518 | | | 334,944 | | | 266,369 | |
| | | | | | | |
Total net sales | 338,311 | | | 291,759 | | | 997,050 | | | 874,842 | |
Cost of sales | 252,015 | | | 213,123 | | | 746,188 | | | 649,441 | |
Gross profit | 86,296 | | | 78,636 | | | 250,862 | | | 225,401 | |
| | | | | | | |
Selling, general and administrative expenses | 52,586 | | | 44,069 | | | 150,803 | | | 136,868 | |
Amortization expense | 3,667 | | | 3,644 | | | 10,988 | | | 11,093 | |
Income from operations | 30,043 | | | 30,923 | | | 89,071 | | | 77,440 | |
| | | | | | | |
Interest expense | (2,660) | | | (3,461) | | | (8,127) | | | (12,921) | |
Interest income | 296 | | | 306 | | | 877 | | | 968 | |
Other income (expense), net | 36 | | | (333) | | | 2,659 | | | 720 | |
Income before income taxes | 27,715 | | | 27,435 | | | 84,480 | | | 66,207 | |
Provision for income taxes | 10,196 | | | 7,402 | | | 23,462 | | | 17,657 | |
Net Income | $ | 17,519 | | | $ | 20,033 | | | $ | 61,018 | | | $ | 48,550 | |
| | | | | | | |
Net income per common share: | | | | | | | |
Basic | $ | 1.48 | | | $ | 1.70 | | | $ | 5.16 | | | $ | 4.12 | |
Diluted | $ | 1.47 | | | $ | 1.69 | | | $ | 5.13 | | | $ | 4.10 | |
Average common shares: | | | | | | | |
Basic | 11,842 | | | 11,788 | | | 11,835 | | | 11,776 | |
Diluted | 11,900 | | | 11,851 | | | 11,895 | | | 11,840 | |
| | | | | | | |
Dividends declared | $ | 0.14 | | | $ | 0.13 | | | $ | 0.42 | | | $ | 0.39 | |
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2021 | | 2020 | | 2021 | | 2020 |
Net income | $ | 17,519 | | | $ | 20,033 | | | $ | 61,018 | | | $ | 48,550 | |
Other comprehensive income (loss), net of tax: | | | | | | | |
Foreign currency translation adjustments, net of tax expense of $(321) and zero, and $(436) and zero, respectively | (9,216) | | | 8,606 | | | (8,660) | | | (6,244) | |
Recognition of deferred pension and other post-retirement benefits, net of tax expense of $(67) and $(51), and $(201) and $(155), respectively | 251 | | | 194 | | | 754 | | | 582 | |
Unrealized income (loss) on derivative instruments, net of tax (expense) benefit of $(354) and $205, and $(955) and $1,586, respectively | 1,331 | | | (986) | | | 3,592 | | | (6,520) | |
| | | | | | | |
| | | | | | | |
Other comprehensive income (loss), net of tax | (7,634) | | | 7,814 | | | (4,314) | | | (12,182) | |
Comprehensive income | $ | 9,885 | | | $ | 27,847 | | | $ | 56,704 | | | $ | 36,368 | |
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
For nine months ended September 30, 2021 |
| | | | | | | |
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stock- holders’ Equity |
(in thousands) | Shares | Amount |
Balance at December 31, 2020 | 11,727 | | $ | 1,181 | | $ | 118,528 | | $ | (4,566) | | $ | 560,186 | | $ | (40,326) | | $ | 635,003 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 17,462 | | (1,586) | | 15,876 | |
Stock-based compensation expense | — | | — | | 1,240 | | — | | — | | — | | 1,240 | |
| | | | | | | |
Stock-based compensation transactions | 29 | | 3 | | 773 | | — | | — | | — | | 776 | |
| | | | | | | |
| | | | | | | |
Dividends paid ($0.14 per share) | — | | — | | — | | — | | (1,654) | | — | | (1,654) | |
Balance at March 31, 2021 | 11,756 | | $ | 1,184 | | $ | 120,541 | | $ | (4,566) | | $ | 575,994 | | $ | (41,912) | | $ | 651,241 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 26,037 | | 4,906 | | 30,943 | |
Stock-based compensation expense | — | | — | | 1,316 | | — | | — | | — | | 1,316 | |
| | | | | | | |
Stock-based compensation transactions | 23 | | 2 | | (604) | | — | | — | | — | | (602) | |
| | | | | | | |
| | | | | | | |
Dividends paid ($0.14 per share) | — | | — | | — | | — | | (1,657) | | — | | (1,657) | |
Balance at June 30, 2021 | 11,779 | | $ | 1,186 | | $ | 121,253 | | $ | (4,566) | | $ | 600,374 | | $ | (37,006) | | $ | 681,241 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 17,519 | | (7,634) | | 9,885 | |
Stock-based compensation expense | — | | — | | 2,840 | | — | | — | | — | | 2,840 | |
| | | | | | | |
Stock-based compensation transactions | 9 | | 1 | | (647) | | — | | — | | — | | (646) | |
| | | | | | | |
| | | | | | | |
Dividends paid ($0.14 per share) | — | | — | | — | | — | | (1,658) | | — | | (1,658) | |
Balance at September 30, 2021 | 11,788 | | $ | 1,187 | | $ | 123,446 | | $ | (4,566) | | $ | 616,235 | | $ | (44,640) | | $ | 691,662 | |
| | | | | | | | | | | | | | | | | | | | | | | |
For nine months ended September 30, 2020 |
| | | | | | | |
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stock- holders’ Equity |
(in thousands) | Shares | Amount |
Balance at December 31, 2019 | 11,670 | | $ | 1,175 | | $ | 113,666 | | $ | (4,566) | | $ | 500,320 | | $ | (40,838) | | $ | 569,757 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 15,528 | | (24,650) | | (9,122) | |
Stock-based compensation expense | — | | — | | 933 | | — | | — | | — | | 933 | |
| | | | | | | |
Stock-based compensation transactions | 9 | | 1 | | 368 | | — | | — | | — | | 369 | |
| | | | | | | |
| | | | | | | |
Dividends paid ($0.13 per share) | — | | — | | — | | — | | (1,528) | | — | | (1,528) | |
Balance at March 31, 2020 | 11,679 | | $ | 1,176 | | $ | 114,967 | | $ | (4,566) | | $ | 514,320 | | $ | (65,488) | | $ | 560,409 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 12,989 | | 4,654 | | 17,643 | |
Stock-based compensation expense | — | | — | | 1,103 | | — | | — | | — | | 1,103 | |
| | | | | | | |
Stock-based compensation transactions | 25 | | 3 | | (476) | | — | | — | | — | | (473) | |
| | | | | | | |
| | | | | | | |
Dividends paid ($0.13 per share) | — | | — | | — | | — | | (1,531) | | — | | (1,531) | |
Balance at June 30, 2020 | 11,704 | | $ | 1,179 | | $ | 115,594 | | $ | (4,566) | | $ | 525,778 | | $ | (60,834) | | $ | 577,151 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other comprehensive income | — | | — | | — | | — | | 20,033 | | 7,814 | | 27,847 | |
Stock-based compensation expense | — | | — | | 1,079 | | — | | — | | — | | 1,079 | |
| | | | | | | |
Stock-based compensation transactions | 16 | | 1 | | 666 | | — | | — | | — | | 667 | |
| | | | | | | |
| | | | | | | |
Dividends paid ($0.13 per share) | — | | — | | — | | — | | (1,531) | | — | | (1,531) | |
Balance at September 30, 2020 | 11,720 | | $ | 1,180 | | $ | 117,339 | | $ | (4,566) | | $ | 544,280 | | $ | (53,020) | | $ | 605,213 | |
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited) | | | | | | | | | | | |
| Nine Months Ended September 30, |
(in thousands) | 2021 | | 2020 |
Operating Activities | | | |
Net income | $ | 61,018 | | | $ | 48,550 | |
Adjustment to reconcile net income to net cash provided by operating activities: | | | |
Provision for doubtful accounts | 133 | | | 541 | |
Depreciation - Property, plant and equipment | 15,798 | | | 14,237 | |
Depreciation - Rental equipment | 6,562 | | | 7,504 | |
Amortization of intangibles | 10,988 | | | 11,093 | |
Amortization of debt issuance | 500 | | | 500 | |
Stock-based compensation expense | 5,396 | | | 3,115 | |
Provision for deferred income tax (benefit) | (6,705) | | | (4,548) | |
Gain on sale of property, plant and equipment | (4,162) | | | (1,037) | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | (38,106) | | | 17,612 | |
Inventories | (54,408) | | | 22,893 | |
Rental equipment | (540) | | | 4,189 | |
Prepaid expenses and other assets | (1,668) | | | 5,765 | |
Trade accounts payable and accrued liabilities | 36,331 | | | (2,422) | |
Income taxes payable | 10,266 | | | 8,432 | |
Long-term tax payable | 454 | | | (654) | |
Other assets and long-term liabilities, net | 1,530 | | | 205 | |
Net cash provided by operating activities | 43,387 | | | 135,975 | |
| | | |
Investing Activities | | | |
| | | |
Purchase of property, plant and equipment | (14,584) | | | (14,962) | |
Proceeds from sale of property, plant and equipment | 9,287 | | | 3,433 | |
Purchase of patents | (44) | | | — | |
Net cash used in investing activities | (5,341) | | | (11,529) | |
| | | |
Financing Activities | | | |
Borrowings on bank revolving credit facility | 128,000 | | | 98,000 | |
Repayments on bank revolving credit facility | (108,000) | | | (153,000) | |
Principal payments on long-term debt and finance leases | (11,308) | | | (15,094) | |
| | | |
| | | |
Dividends paid | (4,969) | | | (4,590) | |
Proceeds from exercise of stock options | 1,485 | | | 1,272 | |
| | | |
Common stock repurchased | (1,957) | | | (710) | |
Net cash provided (used) by financing activities | 3,251 | | | (74,122) | |
| | | |
Effect of exchange rate changes on cash and cash equivalents | (2,303) | | | 880 | |
Net change in cash and cash equivalents | 38,994 | | | 51,204 | |
Cash and cash equivalents at beginning of the year | 50,195 | | | 42,311 | |
Cash and cash equivalents at end of the period | $ | 89,189 | | | $ | 93,515 | |
| | | |
Cash paid during the period for: | | | |
Interest | $ | 7,839 | | | $ | 14,149 | |
Income taxes | 20,151 | | | 13,309 | |
See accompanying notes.
Alamo Group Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements - (Unaudited)
September 30, 2021
1. Basis of Financial Statement Presentation
General
The accompanying unaudited interim condensed consolidated financial statements of Alamo Group Inc. and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 (the "2020 10-K").
Effective July 1, 2021, the Company changed its method of accounting for its U.S. inventories currently accounted for under last-in, first-out ("LIFO") method to the first-in, first-out ("FIFO") method. The Company applied this change retrospectively for all prior periods presented and is discussed in further detail in Note 2.
Accounting Pronouncements Adopted on January 1, 2021
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” to simplify the accounting for income taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance became effective for us on January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This Topic provides accounting relief for the transition away from LIBOR and certain other reference rates. The amendments for this update are effective through December 31, 2022. The Company is evaluating the impact the adoption of this standard will have on our financial statements.
2. Accounting Policies
Inventory Valuation
Inventories are stated at the lower of cost or net realizable value. Effective July 1, 2021, the Company changed its method of accounting for its U.S. inventories currently accounted for under the LIFO method to the FIFO method. Total U.S. inventories that utilized the LIFO cost method represented 41% of the Company's total inventory as of December 31, 2020 prior to this change in method. The Company believes the FIFO method is preferable because it: (i) more accurately matches cost of sales with the related revenues as the FIFO method more accurately resembles the physical flow of inventory and; (ii) conforms all of the Company’s consolidated inventory to a single method of accounting. The Company also notes that the revised policy improves comparability with many of the Company's peers.
The Company applied this change retrospectively to all periods presented. There was an immaterial impact to the Company’s Consolidated Income Statement and Consolidated Statement of Cash Flows for the three and nine
months ended September 30, 2020 and 2021. The following financial statement line items in the Company's Consolidated Balance Sheet as of December 31, 2020 was adjusted as follows:
| | | | | | | | | | | |
Consolidated Balance Sheets | | | |
(in thousands) | December 31, 2020 |
| As Originally Reported | Effect of Change | As Adjusted |
| | | |
Inventories, net | $ | 229,971 | | $ | 12,530 | | $ | 242,501 | |
Deferred income taxes (liability) | 19,642 | | 3,170 | | 22,812 | |
Retained earnings | 550,826 | | 9,360 | | 560,186 | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
3. Accounts Receivable
Accounts receivable is shown net of sales discounts and the allowance for credit losses.
At September 30, 2021 the Company had $10.5 million in reserves for sales discounts compared to $13.5 million at December 31, 2020 related to products shipped to our customers under various promotional programs.
4. Inventories
Net inventories consist of the following:
| | | | | | | | | | | | | | | | | | | | |
(in thousands) | September 30, 2021 | December 31, 2020 |
| | | | As Adjusted |
| | | | | | |
Finished goods | | $ | 253,430 | | | | $ | 208,656 | | |
Work in process | | 23,876 | | | | 21,225 | | |
Raw materials | | 16,964 | | | | 12,620 | | |
Inventories, net | | $ | 294,270 | | | | $ | 242,501 | | |
Inventory obsolescence reserves were $10.7 million at September 30, 2021 and $12.0 million at December 31, 2020.
5. Rental Equipment
Rental equipment is shown net of accumulated depreciation of $20.8 million and $18.0 million at September 30, 2021 and December 31, 2020, respectively. The Company recognized depreciation expense of $2.1 million and $2.3 million for the three months ended September 30, 2021 and 2020, respectively and $6.6 million and $7.5 million for the nine months ended September 30, 2021 and 2020, respectively.
6. Fair Value Measurements
The carrying values of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate their fair value because of the short-term nature of these items. The carrying value of our debt approximates the fair value as of September 30, 2021 and December 31, 2020, as the floating rates on our outstanding balances approximate current market rates. This conclusion was made based on Level 2 inputs.
7. Goodwill and Intangible Assets
The following is the summary of changes to the Company's Goodwill for the nine months ended September 30, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Industrial | | Agricultural | | | | Consolidated |
(in thousands) | | | | | | | | | | | |
Balance at December 31, 2020 | | $ | 181,338 | | | | $ | 13,794 | | | | | | | $ | 195,132 | |
Translation adjustment | | (1,244) | | | | (316) | | | | | | | (1,560) | |
| | | | | | | | | | | |
Balance at September 30, 2021 | | $ | 180,094 | | | | $ | 13,478 | | | | | | | $ | 193,572 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
The following is a summary of the Company's definite and indefinite-lived intangible assets net of the accumulated amortization:
| | | | | | | | | | | | | | | | | | | | |
(in thousands) | Estimated Useful Lives | September 30, 2021 | December 31, 2020 |
Definite: | | | | | | |
Trade names and trademarks | 15-25 years | | $ | 67,264 | | | | $ | 67,770 | |
Customer and dealer relationships | 8-15 years | | 122,350 | | | | 122,470 | |
Patents and drawings | 3-12 years | | 28,593 | | | | 28,764 | |
Favorable leasehold interests | 7 years | | 4,200 | | | | 4,200 | |
Total at cost | | | 222,407 | | | | 223,204 | |
Less accumulated amortization | | | (46,391) | | | | (35,532) | |
Total net | | | 176,016 | | | | 187,672 | |
Indefinite: | | | | | | |
Trade names and trademarks | | | 5,500 | | | | 5,500 | |
Total Intangible Assets | | | $ | 181,516 | | | | $ | 193,172 | |
The Company recognized amortization expense of $3.7 million and $3.6 million for the three months ended September 30, 2021 and 2020, respectively, and $11.0 million and $11.1 million for the nine months ended September 30, 2021 and 2020, respectively.
8. Leases
The Company leases office space and equipment under various operating and finance leases, which generally are expected to be renewed or replaced by other leases. The finance leases currently held are considered immaterial. The components of lease cost were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Components of Lease Cost |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | | 2021 | | 2020 | | 2021 | | 2020 |
Finance lease cost: | | | | | | | | |
Amortization of right-of-use assets | | $ | 17 | | | $ | 22 | | | $ | 51 | | | $ | 70 | |
Interest on lease liabilities | | 1 | | | 1 | | | 3 | | | 5 | |
Operating lease cost | | 1,464 | | | 1,216 | | | 3,985 | | | 3,624 | |
Short-term lease cost | | 365 | | | 150 | | | 822 | | | 608 | |
Variable lease cost | | 87 | | | 120 | | | 300 | | | 364 | |
| | | | | | | | |
Total lease cost | | $ | 1,934 | | | $ | 1,509 | | | $ | 5,161 | | | $ | 4,671 | |
Rent expense for the three and nine months ended September 30, 2021 and 2020 was immaterial.
Maturities of operating lease liabilities were as follows: | | | | | | | | | | | | | | | | | | |
Future Minimum Lease Payments |
(in thousands) | | September 30, 2021 | | December 31, 2020 |
2021 | | $ | 1,391 | | | | * | $ | 4,072 | | | |
2022 | | 4,797 | | | | | 3,063 | | | |
2023 | | 3,440 | | | | | 2,089 | | | |
2024 | | 2,329 | | | | | 1,465 | | | |
2025 | | 1,704 | | | | | 1,244 | | | |
Thereafter | | 4,182 | | | | | 3,622 | | | |
Total minimum lease payments | | $ | 17,843 | | | | | $ | 15,555 | | | |
Less imputed interest | | (1,278) | | | | | (1,310) | | | |
Total operating lease liabilities | | $ | 16,565 | | | | | $ | 14,245 | | | |
*Period ended September 30, 2021 represents the remaining three months of 2021. | | | | | | | | |
Future Lease Commencements
As of September 30, 2021, there are additional operating leases, primarily for buildings, that have not yet commenced in the amount of $1.2 million. These operating leases will commence in fiscal year 2021 with lease terms of 2 to 5 years.
Supplemental balance sheet information related to leases was as follows:
| | | | | | | | | | | | | | |
Operating Leases |
(in thousands) | | September 30, 2021 | | December 31, 2020 |
Other non-current assets | | $ | 16,400 | | | $ | 14,144 | |
| | | | |
Accrued liabilities | | 4,742 | | | 3,680 | |
Other long-term liabilities | | 11,823 | | | 10,565 | |
Total operating lease liabilities | | $ | 16,565 | | | $ | 14,245 | |
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|
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Weighted Average Remaining Lease Term | | 5.14 years | | 5.83 years |
| | | | |
Weighted Average Discount Rate | | 2.85 | % | | 3.04 | % |
| | | | |
Supplemental Cash Flow information related to leases was as follows: | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
(in thousands) | | 2021 | | 2020 |
| | | | |
Cash paid for amounts included in the measurement of lease liabilities: | | | | |
| | | | |
Operating cash flows from operating leases | | $ | 3,603 | | | $ | 3,362 | |
| | | | |
| | | | |
| | | | |
| | | | |
9. Debt
The components of long-term debt are as follows: | | | | | | | | | | | | | | | | | |
(in thousands) | September 30, 2021 | December 31, 2020 |
Current Maturities: | | | | | |
Finance lease obligations | | $ | 59 | | | | $ | 66 | |
Term debt | | 15,000 | | | | 15,000 | |
| | 15,059 | | | | 15,066 | |
Long-term debt: | | | | | |
Finance lease obligations | | 33 | | | | 87 | |
Term debt, net | | 254,182 | | | | 265,233 | |
Bank revolving credit facility | | 25,000 | | | | 5,000 | |
Total Long-term debt | | 279,215 | | | | 270,320 | |
Total debt | | $ | 294,274 | | | | $ | 285,386 | |
As of September 30, 2021, $2.4 million of the revolver capacity was committed to irrevocable standby letters of credit issued in the ordinary course of business as required by vendors' contracts, resulting in $191.6 million in available borrowings.
10. Common Stock and Dividends
Dividends declared and paid on a per share basis were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
| | | | | | | |
Dividends declared | $ | 0.14 | | | $ | 0.13 | | | $ | 0.42 | | | $ | 0.39 | |
Dividends paid | $ | 0.14 | | | $ | 0.13 | | | $ | 0.42 | | | $ | 0.39 | |
On October 1, 2021, the Company announced that its Board of Directors had declared a quarterly cash dividend of $0.14 per share, which was paid on October 28, 2021, to shareholders of record at the close of business on October 15, 2021.
11. Earnings Per Share
The following table sets forth the reconciliation from basic to diluted average common shares and the calculations of net income per common share. Net income for basic and diluted calculations do not differ. | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(In thousands, except per share) | 2021 | | 2020 | | 2021 | | 2020 |
Net Income | $ | 17,519 | | | $ | 20,033 | | | $ | 61,018 | | | $ | 48,550 | |
Average Common Shares: | | | | | | | |
Basic (weighted-average outstanding shares) | 11,842 | | | 11,788 | | | 11,835 | | | 11,776 | |
Dilutive potential common shares from stock options | 58 | | | 63 | | | 60 | | | 64 | |
Diluted (weighted-average outstanding shares) | 11,900 | | | 11,851 | | | 11,895 | | | 11,840 | |
| | | | | | | |
Basic earnings per share | $ | 1.48 | | | $ | 1.70 | | | $ | 5.16 | | | $ | 4.12 | |
Diluted earnings per share | $ | 1.47 | | | $ | 1.69 | | | $ | 5.13 | | | $ | 4.10 | |
12. Revenue and Segment Information
Revenues from Contracts with Customers
Disaggregation of revenue is presented in the tables below by product type and by geographical location. Management has determined that this level of disaggregation would be beneficial to users of the financial statements.
| | | | | | | | | | | | | | | | | | | | | | | |
Revenue by Product Type |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2021 | | 2020 | | 2021 | | 2020 |
Net Sales | | | | | | | |
Wholegoods | $ | 251,712 | | | $ | 212,918 | | | $ | 761,674 | | | $ | 663,306 | |
Parts | 74,009 | | | 71,419 | | | 201,601 | | | 188,712 | |
Other | 12,590 | | | 7,422 | | | 33,775 | | | 22,824 | |
Consolidated | $ | 338,311 | | | $ | 291,759 | | | $ | 997,050 | | | $ | 874,842 | |
Other includes rental sales, extended warranty sales and service sales as it is considered immaterial.
| | | | | | | | | | | | | | | | | | | | | | | |
Revenue by Geographical Location |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2021 | | 2020 | | 2021 | | 2020 |
| | | | | | | |
Net Sales | | | | | | | |
United States | $ | 249,024 | | | $ | 216,550 | | | $ | 710,814 | | | $ | 651,226 | |
France | 21,236 | | | 20,075 | | | 69,252 | | | 58,686 | |
Canada | 15,499 | | | 16,392 | | | 60,383 | | | 44,789 | |
United Kingdom | 15,524 | | | 14,127 | | | 43,840 | | | 38,135 | |
Netherlands | 6,624 | | | 5,547 | | | 22,789 | | | 19,433 | |
Brazil | 9,212 | | | 3,937 | | | 23,396 | | | 12,200 | |
Australia | 4,999 | | | 2,587 | | | 14,588 | | | 7,777 | |
Germany | 2,665 | | | 2,233 | | | 6,497 | | | 7,081 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other | 13,528 | | | 10,311 | | | 45,491 | | | 35,515 | |
Consolidated | $ | 338,311 | | | $ | 291,759 | | | $ | 997,050 | | | $ | 874,842 | |
Net sales are attributed to countries based on the location of the customer.
Segment Information
The following includes a summary of the unaudited financial information by reporting segment at September 30, 2021: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2021 | | 2020 | | 2021 | | 2020 |
Net Sales | | | | | | | |
Industrial | $ | 218,988 | | | $ | 196,241 | | | $ | 662,106 | | | $ | 608,473 | |
Agricultural | 119,323 | | | 95,518 | | | 334,944 | | | 266,369 | |
| | | | | | | |
Consolidated | $ | 338,311 | | | $ | 291,759 | | | $ | 997,050 | | | $ | 874,842 | |
| | | | | | | |
Income from Operations | | | | | | | |
Industrial | $ | 15,951 | | | $ | 19,238 | | | $ | 52,004 | | | $ | 51,453 | |
Agricultural | 14,092 | | | 11,685 | | | 37,067 | | | 25,987 | |
| | | | | | | |
Consolidated | $ | 30,043 | | | $ | 30,923 | | | |