[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the fiscal year ended December 31, 2011
|
[X]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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74-1621248
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(State or other jurisdiction of
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(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
Title of each class
|
Name of each exchange
|
Common Stock, par value
|
on which registered
|
$.10 per share
|
New York Stock Exchange
|
Large accelerated filer [ ]
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Accelerated filer
|
[X]
|
Non-accelerated filer [ ]
|
Smaller reporting company
|
[ ]
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PART I
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Page
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Item 1.
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Item 1A.
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||
Item 1B.
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Item 2.
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||
Item 3.
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||
Item 4.
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||
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PART II
|
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
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||
Item 8.
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||
Item 9.
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||
Item 9A.
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||
Item 9B.
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PART III
|
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Item 10.
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||
Item 11.
|
||
Item 12.
|
||
Item 13.
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||
Item 14.
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||
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PART IV
|
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Item 15.
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||
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Index to Consolidated Financial Statements
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|
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|
•
|
budget constraints and revenue shortfalls which could affect the purchases of our type of equipment by governmental customers and related contractors in both domestic and international markets;
|
•
|
market acceptance of new and existing products;
|
•
|
our ability to maintain good relations with our employees;
|
•
|
our ability to hire and retain quality employees;
|
•
|
changes in the prices of agricultural commodities, which could affect our customers’ income levels; and
|
•
|
impairment in the carrying value of goodwill.
|
•
|
impact of tighter credit markets on the Company, its dealers and end-users;
|
•
|
changes in business and political conditions and the economy in general in both domestic and international markets;
|
•
|
increase in unfunded pension plan liability due to financial market deterioration;
|
•
|
price and availability of critical raw materials, particularly steel and steel products;
|
•
|
increased competition;
|
•
|
our ability to develop and manufacture new and existing products profitably;
|
•
|
adverse weather conditions such as droughts, floods, snowstorms, etc., which can affect the buying patterns of our customers and related contractors;
|
•
|
increased costs of complying with new regulations;
|
•
|
the potential effects on the buying habits of our customers due to animal disease outbreaks;
|
•
|
adverse market conditions and credit constraints which could affect our customers and end-users, such as cutbacks on dealer stocking levels;
|
•
|
changes in market demand;
|
•
|
financial market changes including changes in interest rates and fluctuations in foreign exchange rates;
|
•
|
the inability of our suppliers, customers, creditors, public utility providers and financial service organizations to deliver or provide their products or services to us;
|
•
|
abnormal seasonal factors in our industry;
|
•
|
unforeseen litigation;
|
•
|
changes in domestic and foreign governmental policies and laws, including increased levels of government regulation and changes in agricultural policies;
|
•
|
government actions, including budget levels, regulations and legislation, relating to the environment, commerce, infrastructure spending, health and safety;
|
•
|
risk of governmental defaults and resulting impact on the global economy and particularly financial institutions; and
|
•
|
amount of farm subsidies and farm payments.
|
Name
|
|
Age
|
|
Position
|
Ronald A. Robinson
|
|
59
|
|
President and Chief Executive Officer
|
Dan E. Malone
|
|
51
|
|
Executive Vice President and Chief Financial Officer
|
Robert H. George
|
|
65
|
|
Vice President, Secretary and Treasurer
|
Richard J. Wehrle
|
|
55
|
|
Vice President and Controller
|
Donald C. Duncan
|
|
60
|
|
Vice President and General Counsel
|
Geoffery Davies
|
|
64
|
|
Vice President, Alamo Group Inc. and Managing Director, Alamo Group (EUR) Ltd.
|
Richard D. Pummell
|
|
65
|
|
Vice President, Alamo Group Inc. and Executive Vice President Alamo Group (USA) Inc., Agricultural Division
|
•
|
weakness in worldwide economy;
|
•
|
the price and availability of raw materials, purchased components and energy;
|
•
|
budget constraints and revenue shortfalls for our governmental customers;
|
•
|
changes in domestic and foreign governmental policies and laws, including increased levels of governmental regulation;
|
•
|
the levels of interest rates;
|
•
|
the value of the U.S. dollar relative to the foreign currencies in countries where we sell our products but don’t have a manufacturing presence;
|
•
|
impact of tighter credit markets on the Company, its dealers and end-users;
|
•
|
impairment in the carrying value of goodwill; and
|
•
|
increase in unfunded pension plan liability due to financial market deterioration.
|
•
|
animal disease outbreaks, epidemics and crop pests;
|
•
|
weather conditions, such as droughts, floods and snowstorms;
|
•
|
changes in farm incomes;
|
•
|
cattle and agricultural commodity prices;
|
•
|
changes in governmental agricultural policies worldwide;
|
•
|
the level of worldwide farm output and demand for farm products; and
|
•
|
limits on agricultural imports.
|
•
|
limitations on ownership and on repatriation of earnings;
|
•
|
import and export restrictions, tariffs and quotas;
|
•
|
additional expenses relating to the difficulties and costs of staffing and managing international operations;
|
•
|
labor disputes and uncertain political and economic environments and the impact of foreign business cycles;
|
•
|
changes in laws or policies;
|
•
|
delays in obtaining or the inability to obtain necessary governmental permits;
|
•
|
potentially adverse consequences resulting from the applicability of foreign tax laws;
|
•
|
cultural differences;
|
•
|
increased expenses due to inflation;
|
•
|
weak economic conditions in foreign markets where our subsidiaries distribute their products;
|
•
|
changes in currency exchange rates;
|
•
|
disruptions in transportation and port authorities; and
|
•
|
new regulations involving international freight shipments
|
•
|
we may incur substantial costs, delays or other operational or financial challenges in integrating acquired businesses, including integrating each company's accounting, information technology, human resource and other administrative systems to permit effective management;
|
•
|
we may be unable to achieve expected cost reductions, to take advantage of cross-selling opportunities, or to eliminate redundant operations, facilities and systems;
|
•
|
we may need to implement or improve controls, procedures and policies appropriate for a public company;
|
•
|
acquisitions may divert our management’s attention from the operation of our businesses;
|
•
|
we may not be able to retain key personnel of acquired businesses;
|
•
|
there may be cultural challenges associated with integrating management and employees from the acquired businesses into our organization; and
|
•
|
we may encounter unanticipated events, circumstances or legal liabilities.
|
Facility
|
Square
Footage
|
|
Principal Types of Products
Manufactured And Assembled
|
|
Selma, Alabama
|
767,700
|
|
Owned
|
Mechanical Rotary mowers, finishing mowers, zero turn radius mowers, backhoes, front-end loaders for
Bush Hog
|
New Philadelphia, Ohio
|
430,000
|
|
Owned
|
Telescopic Excavators for
Gradall
and Vacuum Trucks for
VacAll
|
Gibson City, Illinois
|
275,000
|
|
Owned
|
Mechanical Mowers, Blades, Post Hole Diggers, Deep Tillage Equipment, Front-end Loaders and Backhoes and other implements for, Rhino, Bush Hog and OEM's
|
Seguin, Texas
|
230,000
|
|
Owned
|
Hydraulic and Mechanical Rotary and Flail Mowers, Sickle-Bar Mowers, and Boom-Mounted Equipment for
Alamo Industrial
|
Indianola, Iowa
|
200,000
|
|
Owned
|
Distribution and Manufacturing of Aftermarket Farm Equipment Replacement and Wear Parts for
Herschel/Valu-Bilt
|
Neuville, France
|
195,000
|
|
Leased
|
Hydraulic and Mechanical Boom-Mounted Hedge and Grass Cutters for
Rousseau
and
SMA
|
Ludlow, England
|
160,000
|
|
Owned
|
Hydraulic Boom-Mounted Hedge and Grass Cutters and other Equipment for
McConnel
and
Twose
|
Chartres, France
|
136,000
|
|
Owned
|
Front-end Loaders, Backhoes and Attachments for
Faucheux
and
McConnel
|
Huntsville, Alabama
|
136,000
|
|
Owned
|
Air and Mechanical Sweeping Equipment for
Schwarze
|
Salford Priors, England
|
106,000
|
|
Owned
|
Tractor-Mounted Power Arm Flails and other Equipment for
Bomford
and
Twose
and
Spearhead
|
St. Valerien, Quebec, Canada
|
100,000
|
|
Owned
|
Snow and Ice Removal Equipment for
Tenco
|
Daumeray, France
|
100,000
|
|
Leased
|
Vacuum trucks, high pressure cleaning systems and trenchers for
Rivard
|
Leavenworth, Kansas
|
70,000
|
|
Owned
|
Snow Plows and Heavy-duty Snow Removal Equipment for
Henke
|
Sioux Falls, South Dakota
|
66,000
|
|
Owned
|
Hydraulic and Mechanical Mowing Equipment for
Tiger
|
Englefeld, Saskatchewan, Canada
|
64,000
|
|
Owned
|
Mechanical Rotary Mowers, Snow Blowers, and Rock Removal Equipment for
Schulte
|
Kent, Washington
|
42,800
|
|
Leased
|
Truck Mounted Sweeping Equipment for the contractor market branded
Nite-Hawk
|
Peschadoires, France
|
22,000
|
|
Owned
|
Replacement Parts for Blades, Knives and Shackles for
Forges Gorce
|
Ipswich, Australia
|
15,000
|
|
Leased
|
Air and Mechanical Sweeping Equipment for
Schwarze
|
Installation Facilities, Warehouses & Sales
|
100,000
|
|
Owned / Leased
|
Services Parts Distribution, Installation Facilities and Sales Office
|
Offices, Seguin, Texas
|
10,400
|
|
Owned
|
Corporate Office
|
Total
|
3,225,900
|
|
|
|
2011
|
|
2010
|
||||||||||||
|
|
|
|
|
|
Cash
|
|
|
|
|
|
|
|
Cash
|
|
|
Sales Price
|
|
Dividends
|
|
|
|
Sales Price
|
|
Dividends
|
||||
Quarter Ended
|
|
High
|
|
Low
|
|
Declared
|
|
Quarter Ended
|
|
High
|
|
Low
|
|
Declared
|
March 31, 2011
|
|
$29.27
|
|
$25.32
|
|
.06
|
|
March 31, 2010
|
|
$20.36
|
|
16.62
|
|
.06
|
June 30, 2011
|
|
28.87
|
|
21.09
|
|
.06
|
|
June 30, 2010
|
|
27.00
|
|
19.58
|
|
.06
|
September 30, 2011
|
|
25.05
|
|
20.35
|
|
.06
|
|
September 30, 2010
|
|
25.41
|
|
18.68
|
|
.06
|
December 31, 2011
|
|
29.20
|
|
19.71
|
|
.06
|
|
December 31, 2010
|
|
28.19
|
|
21.55
|
|
.06
|
|
|
12/06
|
|
|
12/07
|
|
|
12/08
|
|
|
12/09
|
|
|
12/10
|
|
|
12/11
|
|
Alamo Group Inc.
|
|
100.00
|
|
|
78.00
|
|
|
65.19
|
|
|
76.20
|
|
|
124.99
|
|
|
122.17
|
|
S&P 500
|
|
100.00
|
|
|
105.49
|
|
|
66.46
|
|
|
84.05
|
|
|
96.71
|
|
|
98.75
|
|
Russell 2000
|
|
100.00
|
|
|
98.43
|
|
|
65.18
|
|
|
82.89
|
|
|
105.14
|
|
|
100.75
|
|
|
|
Fiscal Year Ended December 31,
|
||||||||||
Net sales (data in thousands):
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
|
|
|
|
||||||
North American
|
|
|
|
|
|
|
||||||
Industrial
|
|
$
|
229,594
|
|
|
$
|
196,783
|
|
|
$
|
177,593
|
|
Agricultural
|
|
203,993
|
|
|
181,349
|
|
|
95,188
|
|
|||
European
|
|
170,006
|
|
|
160,416
|
|
|
182,044
|
|
|||
Total net sales
|
|
$
|
603,593
|
|
|
$
|
538,548
|
|
|
$
|
454,825
|
|
|
|
|
|
|
|
|
||||||
Cost and profit margins, as percentages of net sales:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
77.6
|
%
|
|
78.3
|
%
|
|
79.2
|
%
|
|||
Gross profit
|
|
22.4
|
%
|
|
21.7
|
%
|
|
20.8
|
%
|
|||
Selling, general and administrative expenses
|
|
15.3
|
%
|
|
16.0
|
%
|
|
16.7
|
%
|
|||
Income from operations
|
|
8.0
|
%
|
|
5.7
|
%
|
|
7.6
|
%
|
|||
Income before income taxes
|
|
7.8
|
%
|
|
5.4
|
%
|
|
6.8
|
%
|
|||
Net income
|
|
5.3
|
%
|
|
3.9
|
%
|
|
4.1
|
%
|
|
|
Payment due by period
|
||||||||||||||||||
(in thousands)
|
|
|
|
Less than
|
|
1-3
|
|
3-5
|
|
More than
|
||||||||||
Contractual Obligations
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt obligations
|
|
$
|
2,165
|
|
|
$
|
933
|
|
|
$
|
446
|
|
|
$
|
475
|
|
|
$
|
311
|
|
Capital lease obligations
|
|
646
|
|
|
257
|
|
|
381
|
|
|
8
|
|
|
—
|
|
|||||
Interest obligations
|
|
1,392
|
|
|
334
|
|
|
550
|
|
|
498
|
|
|
10
|
|
|||||
Operating lease obligations
|
|
3,077
|
|
|
1,268
|
|
|
1,440
|
|
|
369
|
|
|
—
|
|
|||||
Purchase obligations
|
|
80,918
|
|
|
80,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
88,198
|
|
|
$
|
83,710
|
|
|
$
|
2,817
|
|
|
$
|
1,350
|
|
|
$
|
321
|
|
(A)
|
Long-term debt obligation
means a principal payment obligation under long-term borrowings.
|
(B)
|
Capital lease obligation
means a principal payment obligation under a lease classified as a capital lease.
|
(C)
|
Interest obligation
represents interest due on long-term debt and capital lease obligations. Interest on long-term debt assumes all floating rates of interest remain the same as those in effect at
December 31, 2011
and include the effect of the Company’s interest rate derivative arrangements on future cash payments for the remaining period of those derivatives.
|
(D)
|
Operating lease obligation
means a payment obligation under a lease classified as an operating lease.
|
(E)
|
Purchase obligation
means an agreement to purchase goods or services that is enforceable and legally binding on the registrant that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
|
|
|
A
|
|
B
|
|
C
|
Equity Compensation
Plan Category
|
|
Number of Securities to be issued upon
exercise of outstanding
options, warrants and rights
|
|
Weighted-average exercise
price of outstanding
options, warrants and
rights
|
|
Number of Securities
that remain
available for future
issuance
under equity
compensation plans
(excluding securities
reflected in column A)
|
Plans approved by stockholders
|
|
|
|
|
|
|
Amended and Restated 1994 Incentive Stock Option Plan
|
|
49,380
|
|
$13.72
|
|
—
|
First Amended and Restated 1999 Non-Qualified Stock Option Plan
|
|
67,800
|
|
$16.74
|
|
—
|
2005 Incentive Stock Option Plan
|
|
328,100
|
|
$20.11
|
|
162,500
|
2009 Equity Incentive Plan
|
|
45,000
|
|
$21.45
|
|
320,500
|
Total
|
|
490,280
|
|
|
|
483,000
|
|
|
Page
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
From the Following
|
|
Exhibits
|
|
Exhibit Title
|
|
Documents
|
|
|
|
|
|
|
2.1
|
|
—
|
Asset Purchase Agreement, dated February 3, 2006, between Alamo Group Inc. and JLG Industries Inc.
|
|
Filed as Exhibit 2.1 to Form 8-K, February 8, 2006
|
2.2
|
|
—
|
Asset Purchase Agreement, dated September 4, 2009, between Alamo Group Inc. and Bush Hog, LLC
|
|
Filed as Exhibit 2.1 to Form 8-K, September 10, 2009, as amended by Form 8-K/A, November 9, 2009
|
3.1
|
|
—
|
Certificate of Incorporation, as amended, of Alamo Group Inc.
|
|
Filed as Exhibit 3.1 to Form S-1, February 5, 1993
|
3.2
|
|
—
|
By-Laws of Alamo Group Inc. as amended
|
|
Filed as Exhibit 3.2 to Form 10K, March 10, 2009
|
10.1
|
|
—
|
Loan Agreement, dated April 30, 1969, between Douglass Industries, Inc. and Capital Southwest Corporation
|
|
Filed as Exhibit 10.6 to Form S-1, February 5, 1993
|
10.2
|
|
—
|
First Amendment to Loan Agreement, dated February 12, 1970, between Engler Manufacturing Corporation (formerly known as Douglass Industries, Inc.) and Capital Southwest Corporation
|
|
Filed as Exhibit 10.7 to Form S-1, February 5, 1993
|
10.3
|
|
—
|
Second Amendment to Loan Agreement, dated December 21, 1972, between Terrain King Corporation (formerly known as Engler Manufacturing Corporation and Douglass Industries, Inc.) and Capital Southwest Corporation
|
|
Filed as Exhibit 10.8 to Form S-1, February 5, 1993
|
10.4
|
|
—
|
Note and Warrant Purchase Agreement, dated October 15, 1971, among Terrain King Corporation and CSC Capital Corporation, First Dallas Capital Corporation and possibly an additional purchaser or purchasers
|
|
Filed as Exhibit 10.9 to Form S-1, February 5, 1993
|
10.5
|
|
—
|
Warrant Agreement, dated November 25, 1991, between Alamo Group Inc. and Capital Southwest Corporation
|
|
Filed as Exhibit 10.11 to Form S-1, February 5, 1993
|
10.6
|
|
—
|
Form of indemnification agreements with Directors of Alamo Group Inc.
|
|
Filed as Exhibit 10.1 to Form 10-Q, May 15, 1997
|
10.7
|
|
—
|
Form of indemnification agreements with certain executive officers of Alamo Group Inc.
|
|
Filed as Exhibit 10.2 to Form 10-Q, May 15, 1997
|
*10.8
|
|
—
|
Incentive Compensation Plan, adopted on December 9, 1997
|
|
Filed as Exhibit 10.14 to Form 10-K, March 31, 1998
|
*10.9
|
|
—
|
401(k) Restoration Plan for Highly Compensated Employees, adopted on December 9, 1997
|
|
Filed as Exhibit 10.15 to Form 10-K, March 31, 1998
|
*10.10
|
|
—
|
Amended and Restated 1994 Incentive Stock Option Plan adopted by the Board of Directors on July 7, 1999
|
|
Filed as Exhibit B to Schedule 14A, July 30, 1999
|
*10.11
|
|
—
|
First Amended and Restated 1999 Non-Qualified Stock Option Plan, adopted by the Board of Directors on February 13, 2001
|
|
Filed as Exhibit B to Schedule 14A, May 3, 2001
|
*10.12
|
|
—
|
2005 Incentive Stock Option Plan, adopted by the Board of Directors on May 4, 2005
|
|
Filed as Appendix E to Schedule 14A, May 4, 2005
|
*10.13
|
|
—
|
2009 Equity Incentive Plan, adopted by the Board of Directors on May 7, 2009
|
|
Filed as Exhibit 10.1 to Form 8-K, May 13, 2009
|
10.14
|
|
—
|
Amended and Restated Revolving Credit Agreement among Alamo Group Inc., the Guarantors, and Bank of America, N.A., Chase Manhattan Bank, and Guaranty Bank dated February 3, 2006
|
|
Filed as Exhibit 10.3 to Form 8-K, February 8, 2006
|
10.15
|
|
—
|
Fourth Amendment of the Amended and Restated Revolving Credit Agreement, dated March 30, 2006, between the Company and Bank of America, N.A., JPMorgan Chase Bank and Guaranty Bank
|
|
Filed as Exhibit 10.1 to Form 8-K, April 5, 2006
|
10.16
|
|
—
|
Fifth Amendment of the Amended and Restated Revolving Credit Agreement, dated May 7, 2007, between the Company and Bank of America, N.A., JPMorgan Chase Bank, Guaranty Bank and Rabobank
|
|
Filed as Exhibit 10.13 to Form 10 Q, May 7, 2007
|
10.17
|
|
—
|
Sixth Amendment of and Waiver under Amended and Restated Revolving Credit Agreement, dated October 14, 2008, between the Company and Bank of America, N.A., JPMorgan Chase Bank, Guaranty Bank and Rabobank
|
|
Filed as Exhibit 10.12 to Form 10K, March 10, 2009
|
10.18
|
|
—
|
Seventh Amendment of the Amended and Restated Revolving Credit Agreement, dated November 5, 2009, between the Company and Bank of America, N.A., Wells Fargo Bank, N.A., BBVA Compass Bank, and Rabobank
|
|
Filed as Exhibit 10.1 to Form 10 Q, November 9, 2009
|
10.19
|
|
|
Eighth Amendment of the Amended and Restated Revolving Credit Agreement, dated March 28, 2011, between the Company and Bank of America, N.A., Wells Fargo Bank, N.A., BBVA Compass Bank, and Rabobank
|
|
Filed as Exhibit 10.1 to Form 8K, March 28, 2011
|
*10.20
|
|
—
|
Form of Restricted Stock Award Agreement under the 2009 Equity Incentive Plan
|
|
Filed as Exhibit 10.2 to Form 8-K, May 13, 2009
|
*10.21
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan
|
|
Filed as Exhibit 10.3 to Form 8-K, May 13, 2009
|
*10.22
|
|
—
|
Form of Nonqualified Stock Option Agreement under the 2009 Equity Incentive Plan
|
|
Filed as Exhibit 10.4 to Form 8-K, May 13, 2009
|
*10.23
|
|
—
|
Form of Nonqualified Stock Option Agreement under the First Amended and Restated 1999 Nonqualified Stock Option Plan
|
|
Filed as Exhibit 10.5 to Form 8-K, May 13, 2009
|
*10.24
|
|
—
|
Form of Stock Option Agreement under the 2005 Stock Option Plan
|
|
Filed as Exhibit 10.6 to Form 8-K, May 13, 2009
|
10.25
|
|
|
Investor Rights Agreement, dated October 22, 2009, between Alamo Group Inc. and Bush Hog, LLC
|
|
Filed Herewith
|
*10.26
|
|
|
Supplemental Executive Retirement Plan
|
|
Filed as Exhibit 10.1 to Form 8K, January 18, 2011
|
*10.27
|
|
|
Amended Incentive Compensation Plan
|
|
Filed as Exhibit 10.1 to Form 8K, March 11, 2011
|
21.1
|
|
—
|
Subsidiaries of the Registrant
|
|
Filed Herewith
|
23.1
|
|
—
|
Consent of KPMG LLP
|
|
Filed Herewith
|
31.1
|
|
—
|
Certification by Ronald A. Robinson under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
31.2
|
|
—
|
Certification by Dan E. Malone under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
31.3
|
|
—
|
Certification by Richard J. Wehrle under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
32.1
|
|
—
|
Certification by Ronald A. Robinson under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
32.2
|
|
—
|
Certification by Dan E. Malone under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
32.3
|
|
—
|
Certification by Richard J. Wehrle under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed Herewith
|
101.INS
|
|
—
|
XBRL Instance Document
|
|
Filed Herewith
|
101.SCH
|
|
—
|
XBRL Taxonomy Extension Schema Document
|
|
Filed Herewith
|
101.CAL
|
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed Herewith
|
101.LAB
|
|
—
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed Herewith
|
101.PRE
|
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed Herewith
|
101.DEF
|
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed Herewith
|
|
|
ALAMO GROUP INC.
|
Date:
|
March 12, 2012
|
|
|
|
/s/ Ronald A. Robinson
|
|
|
Ronald A. Robinson
|
|
|
President & Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
|
|
/s/
JAMES B. SKAGGS
James B. Skaggs
|
|
Chairman of the Board & Director
|
|
|
|
|
|
/s/
RONALD A. ROBINSON
Ronald A. Robinson
|
|
President, Chief Executive Officer & Director (Principal Executive Officer)
|
|
|
|
|
|
/s/
DAN E. MALONE
Dan E. Malone
|
|
Executive Vice President & Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
/s/
RICHARD J. WEHRLE
Richard J. Wehrle
|
|
Vice President & Corporate Controller
(Principal Accounting Officer)
|
|
|
|
|
|
/s/
HELEN W. CORNELL
Helen W. Cornell
|
|
Director
|
|
|
|
|
|
/s/
JERRY E. GOLDRESS
Jerry E. Goldress
|
|
Director
|
|
|
|
|
|
/s/
DAVID W. GRZELAK
David W. Grzelak
|
|
Director
|
|
|
|
|
|
/s/
GARY L. MARTIN
Gary L. Martin
|
|
Director
|
|
|
|
|
|
/s/
RODERICK R. BATY
Roderick R. Baty
|
|
Director
|
|
Date:
|
March 12, 2012
|
/s/
Ronald A. Robinson
|
|
|
President & Chief Executive Officer
|
|
|
|
|
|
/s/
Dan E. Malone
|
|
|
Executive Vice President &
|
|
|
Chief Financial Officer
|
|
|
|
|
|
/s/
Richard J. Wehrle
|
|
|
Vice President & Corporate Controller
|
|
|
Principal Accounting Officer
|
|
|
/s/KPMG LLP
|
San Antonio, Texas
|
|
|
March 12, 2012
|
|
|
|
|
/s/KPMG LLP
|
San Antonio, Texas
|
|
|
March 12, 2012
|
|
|
|
|
December 31,
|
||||||
(in thousands, except per share amounts)
|
|
2011
|
|
2010
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
10,288
|
|
|
$
|
30,243
|
|
Accounts receivable, net
|
|
143,934
|
|
|
127,388
|
|
||
Inventories
|
|
114,305
|
|
|
99,304
|
|
||
Deferred income taxes
|
|
3,502
|
|
|
3,813
|
|
||
Prepaid expenses
|
|
3,157
|
|
|
3,864
|
|
||
Income tax receivable
|
|
937
|
|
|
448
|
|
||
Total current assets
|
|
276,123
|
|
|
265,060
|
|
||
|
|
|
|
|
||||
Property, plant and equipment
|
|
147,576
|
|
|
139,674
|
|
||
Less: Accumulated depreciation
|
|
(86,034
|
)
|
|
(78,490
|
)
|
||
|
|
61,542
|
|
|
61,184
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
31,751
|
|
|
34,073
|
|
||
Intangible assets
|
|
5,500
|
|
|
5,500
|
|
||
Deferred income taxes
|
|
4,921
|
|
|
4,311
|
|
||
Other assets
|
|
1,098
|
|
|
855
|
|
||
Total assets
|
|
$
|
380,935
|
|
|
$
|
370,983
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
40,782
|
|
|
$
|
45,152
|
|
Income taxes payable
|
|
2,362
|
|
|
1,567
|
|
||
Accrued liabilities
|
|
30,716
|
|
|
29,813
|
|
||
Current maturities of long-term debt and capital lease obligations
|
|
1,190
|
|
|
2,319
|
|
||
Deferred income taxes
|
|
643
|
|
|
338
|
|
||
Total current liabilities
|
|
75,693
|
|
|
79,189
|
|
||
|
|
|
|
|
||||
Long-term debt and capital lease obligation, net of current maturities
|
|
8,621
|
|
|
23,106
|
|
||
Accrued pension liabilities
|
|
10,792
|
|
|
7,151
|
|
||
Other long-term liabilities
|
|
4,319
|
|
|
2,109
|
|
||
Deferred income taxes
|
|
4,852
|
|
|
6,168
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Common stock, $.10 par value, 20,000,000 shares authorized;11,902,729 and 11,872,479 issued at December 31, 2011 and December 31, 2010, respectively
|
|
1,190
|
|
|
1,187
|
|
||
Additional paid-in capital
|
|
85,704
|
|
|
84,377
|
|
||
Treasury stock, at cost: 42,600 shares at December 31, 2011 and December 31, 2010
|
|
(426
|
)
|
|
(426
|
)
|
||
Retained earnings
|
|
195,814
|
|
|
166,589
|
|
||
Accumulated other comprehensive income (loss)
|
|
(5,624
|
)
|
|
1,533
|
|
||
Total stockholders’ equity
|
|
276,658
|
|
|
253,260
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
380,935
|
|
|
$
|
370,983
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
North American
|
|
|
|
|
|
|
||||||
Industrial
|
|
$
|
229,594
|
|
|
$
|
196,783
|
|
|
$
|
177,593
|
|
Agricultural
|
|
203,993
|
|
|
181,349
|
|
|
95,188
|
|
|||
European
|
|
170,006
|
|
|
160,416
|
|
|
182,044
|
|
|||
Total net sales
|
|
603,593
|
|
|
538,548
|
|
|
454,825
|
|
|||
Cost of sales
|
|
468,508
|
|
|
421,634
|
|
|
360,264
|
|
|||
Gross profit
|
|
135,085
|
|
|
116,914
|
|
|
94,561
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
92,347
|
|
|
86,041
|
|
|
76,100
|
|
|||
Gain on bargain purchase
|
|
(7,745
|
)
|
|
—
|
|
|
(30,177
|
)
|
|||
Goodwill impairment
|
|
1,898
|
|
|
—
|
|
|
14,104
|
|
|||
Income from operations
|
|
48,585
|
|
|
30,873
|
|
|
34,534
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(2,422
|
)
|
|
(3,664
|
)
|
|
(4,766
|
)
|
|||
Interest income
|
|
246
|
|
|
1,533
|
|
|
713
|
|
|||
Other income (expense), net
|
|
848
|
|
|
290
|
|
|
625
|
|
|||
Income before income taxes
|
|
47,257
|
|
|
29,032
|
|
|
31,106
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
15,187
|
|
|
7,915
|
|
|
12,473
|
|
|||
Net income
|
|
$
|
32,070
|
|
|
$
|
21,117
|
|
|
$
|
18,633
|
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
2.71
|
|
|
$
|
1.79
|
|
|
$
|
1.80
|
|
Diluted
|
|
$
|
2.68
|
|
|
$
|
1.78
|
|
|
$
|
1.80
|
|
Average common shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
11,848
|
|
|
11,782
|
|
|
10,330
|
|
|||
Diluted
|
|
11,966
|
|
|
11,893
|
|
|
10,363
|
|
|
Common Stock
|
Additional
Paid-in Capital
|
Treasury Stock
|
Retained Earnings
|
Accumulated
Other
Comprehensive Income
|
Total Stock-
holders’ Equity
|
||||||||||||||
(in thousands)
|
Shares
|
Amount
|
||||||||||||||||||
Balance at December 31, 2008
|
9,922
|
|
$
|
996
|
|
$
|
55,683
|
|
$
|
(426
|
)
|
$
|
132,064
|
|
$
|
(4,005
|
)
|
$
|
184,312
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
18,633
|
|
—
|
|
18,633
|
|
||||||
Translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,595
|
|
6,595
|
|
||||||
Unrealized derivative gain, net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
816
|
|
816
|
|
||||||
Net actuarial gain arising during period net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,741
|
|
1,741
|
|
||||||
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,785
|
|
||||||
Tax effect of non-qualified stock options
|
—
|
|
—
|
|
122
|
|
—
|
|
—
|
|
—
|
|
122
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
543
|
|
—
|
|
—
|
|
—
|
|
543
|
|
||||||
Issuance of stock for acquisition
|
1,700
|
|
170
|
25,268
|
|
—
|
|
—
|
|
—
|
|
25,438
|
|
|||||||
Exercise of stock options
|
125
|
|
13
|
|
1,105
|
|
—
|
|
—
|
|
—
|
|
1,118
|
|
||||||
Dividends paid ($.24 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,399
|
)
|
—
|
|
(2,399
|
)
|
||||||
Balance at December 31, 2009
|
11,747
|
|
$
|
1,179
|
|
$
|
82,721
|
|
$
|
(426
|
)
|
$
|
148,298
|
|
$
|
5,147
|
|
$
|
236,919
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
21,117
|
|
—
|
|
21,117
|
|
||||||
Translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,659
|
)
|
(3,659
|
)
|
||||||
Unrealized derivative gain, net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
573
|
|
573
|
|
||||||
Net actuarial (loss) arising during period net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(528
|
)
|
(528
|
)
|
||||||
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
17,503
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
674
|
|
—
|
|
—
|
|
—
|
|
674
|
|
||||||
Exercise of stock options
|
83
|
|
8
|
|
982
|
|
—
|
|
—
|
|
—
|
|
990
|
|
||||||
Dividends paid ($.24 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,826
|
)
|
—
|
|
(2,826
|
)
|
||||||
Balance at December 31, 2010
|
11,830
|
|
$
|
1,187
|
|
$
|
84,377
|
|
$
|
(426
|
)
|
$
|
166,589
|
|
$
|
1,533
|
|
$
|
253,260
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
32,070
|
|
—
|
|
32,070
|
|
||||||
Translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,879
|
)
|
(2,879
|
)
|
||||||
Unrealized derivative gain, net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
234
|
|
234
|
|
||||||
Net actuarial (loss) arising during period net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,512
|
)
|
$
|
(4,512
|
)
|
|||||
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,913
|
|
||||||
Tax effect of non-qualified stock options
|
—
|
|
—
|
|
63
|
|
—
|
|
—
|
|
—
|
|
63
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
986
|
|
—
|
|
—
|
|
—
|
|
986
|
|
||||||
Exercise of stock options
|
30
|
|
3
|
|
278
|
|
—
|
|
—
|
|
—
|
|
281
|
|
||||||
Dividends paid ($.24 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,845
|
)
|
—
|
|
(2,845
|
)
|
||||||
Balance at December 31, 2011
|
11,860
|
|
$
|
1,190
|
|
$
|
85,704
|
|
$
|
(426
|
)
|
$
|
195,814
|
|
$
|
(5,624
|
)
|
$
|
276,658
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
32,070
|
|
|
$
|
21,117
|
|
|
$
|
18,633
|
|
Adjustments to reconcile net income to cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|||
Provision for doubtful accounts
|
992
|
|
|
1,112
|
|
|
546
|
|
|||
Depreciation
|
10,418
|
|
|
10,558
|
|
|
8,706
|
|
|||
Amortization of intangibles
|
—
|
|
|
342
|
|
|
79
|
|
|||
Amortization of debt issuance
|
188
|
|
|
375
|
|
|
63
|
|
|||
Gain on bargain purchase
|
(7,745
|
)
|
|
—
|
|
|
(30,177
|
)
|
|||
Goodwill impairment charge
|
1,898
|
|
|
—
|
|
|
14,104
|
|
|||
Stock-based compensation
|
986
|
|
|
674
|
|
|
543
|
|
|||
Excess tax benefits from stock-based payment arrangements
|
(63
|
)
|
|
—
|
|
|
(122
|
)
|
|||
Provision for deferred income tax expense (benefit)
|
850
|
|
|
(6,384
|
)
|
|
8,896
|
|
|||
Gain on sale of equipment
|
(263
|
)
|
|
(833
|
)
|
|
(59
|
)
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(15,152
|
)
|
|
(16,615
|
)
|
|
40,285
|
|
|||
Inventories
|
(8,673
|
)
|
|
24,603
|
|
|
32,432
|
|
|||
Prepaid expenses and other
|
(73
|
)
|
|
(1,061
|
)
|
|
3,177
|
|
|||
Trade accounts payable and accrued liabilities
|
(4,178
|
)
|
|
9,133
|
|
|
(25,408
|
)
|
|||
Income taxes payable
|
400
|
|
|
(268
|
)
|
|
2,423
|
|
|||
Other assets and liabilities, net
|
(740
|
)
|
|
(876
|
)
|
|
(2,035
|
)
|
|||
Net cash provided by operating activities
|
10,915
|
|
|
41,877
|
|
|
72,086
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|||
Acquisitions, net of cash acquired
|
(5,933
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
(6,369
|
)
|
|
(4,980
|
)
|
|
(3,453
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
440
|
|
|
2,014
|
|
|
922
|
|
|||
Net cash used in investing activities
|
(11,862
|
)
|
|
(2,966
|
)
|
|
(2,531
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|||
Net change in bank revolving credit facility
|
(14,000
|
)
|
|
(20,000
|
)
|
|
(54,000
|
)
|
|||
Principal payments on long-term debt and capital leases
|
(2,570
|
)
|
|
(4,545
|
)
|
|
(2,255
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
368
|
|
|
1,387
|
|
|||
Debt issuance cost
|
—
|
|
|
—
|
|
|
(938
|
)
|
|||
Dividends paid
|
(2,845
|
)
|
|
(2,826
|
)
|
|
(2,399
|
)
|
|||
Proceeds from sale of common stock
|
281
|
|
|
990
|
|
|
1,118
|
|
|||
Excess tax benefits from stock-based payment arrangements
|
63
|
|
|
—
|
|
|
122
|
|
|||
Net cash provided by (used in) financing activities
|
(19,071
|
)
|
|
(26,013
|
)
|
|
(56,965
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
63
|
|
|
(429
|
)
|
|
652
|
|
|||
Net change in cash and cash equivalents
|
(19,955
|
)
|
|
12,469
|
|
|
13,242
|
|
|||
Cash and cash equivalents at beginning of the year
|
30,243
|
|
|
17,774
|
|
|
4,532
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
10,288
|
|
|
$
|
30,243
|
|
|
$
|
17,774
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
2,295
|
|
|
$
|
3,597
|
|
|
$
|
5,179
|
|
Income taxes
|
15,247
|
|
|
12,999
|
|
|
5,181
|
|
|
|
December 31,
|
|||||||
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|||
Risk-free interest rate
|
|
2.64
|
%
|
|
3.04
|
%
|
|
2.67
|
%
|
Dividend yield
|
|
1.2
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
Volatility factors
|
|
46.7
|
%
|
|
44.3
|
%
|
|
42.8
|
%
|
Weighted-average expected life
|
|
8.0 years
|
|
|
8.0 years
|
|
|
7.5 years
|
|
(in thousands, except per share amounts)
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
32,070
|
|
|
$
|
21,117
|
|
|
$
|
18,633
|
|
|
|
|
|
|
|
||||||
Average common shares:
|
|
|
|
|
|
|
|
|
|||
Basic (weighted-average outstanding shares)
|
11,848
|
|
|
11,782
|
|
|
10,330
|
|
|||
Dilutive potential common shares from stock options
|
118
|
|
|
111
|
|
|
33
|
|
|||
Diluted (weighted-average outstanding shares)
|
11,966
|
|
|
11,893
|
|
|
10,363
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
2.71
|
|
|
$
|
1.79
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
2.68
|
|
|
$
|
1.78
|
|
|
$
|
1.80
|
|
(in thousands)
|
Balance
Beginning of
Year
|
Net
Charged to
Costs and
Expenses
|
Translations,
Reclassifications
and Acquisitions
|
Net Write-Offs or
Discounts Taken
|
Balance
End of
Year
|
||||||||||
2011
|
|
|
|
|
|
|
|||||||||
Allowance for doubtful accounts
|
$
|
2,852
|
|
$
|
992
|
|
$
|
(65
|
)
|
$
|
(564
|
)
|
$
|
3,215
|
|
Reserve for sales discounts
|
11,903
|
|
62,935
|
|
9
|
|
(60,280
|
)
|
14,567
|
|
|||||
Reserve for inventory obsolescence
|
7,506
|
|
3,403
|
|
(123
|
)
|
(3,156
|
)
|
7,630
|
|
|||||
Reserve for warranty
|
5,554
|
|
6,070
|
|
248
|
|
(6,559
|
)
|
5,313
|
|
|||||
2010
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
2,548
|
|
$
|
1,112
|
|
$
|
(81
|
)
|
$
|
(727
|
)
|
$
|
2,852
|
|
Reserve for sales discounts
|
3,803
|
|
51,813
|
|
(2
|
)
|
(43,711
|
)
|
11,903
|
|
|||||
Reserve for inventory obsolescence
|
9,060
|
|
2,811
|
|
(230
|
)
|
(4,135
|
)
|
7,506
|
|
|||||
Reserve for warranty
|
5,972
|
|
7,225
|
|
(173
|
)
|
(7,470
|
)
|
5,554
|
|
|||||
2009
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
2,430
|
|
$
|
546
|
|
$
|
114
|
|
$
|
(543
|
)
|
$
|
2,548
|
|
Reserve for sales discounts
|
6,849
|
|
25,514
|
|
5
|
|
(28,565
|
)
|
3,803
|
|
|||||
Reserve for inventory obsolescence
|
8,978
|
|
1,515
|
|
163
|
|
(1,596
|
)
|
9,060
|
|
|||||
Reserve for warranty
|
4,764
|
|
6,609
|
|
1,250
|
|
(6,651
|
)
|
5,972
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2011
|
|
2010
|
||||
Finished goods and parts
|
|
$
|
90,226
|
|
|
$
|
80,102
|
|
Work in process
|
|
10,570
|
|
|
9,857
|
|
||
Raw materials
|
|
13,509
|
|
|
9,345
|
|
||
|
|
$
|
114,305
|
|
|
$
|
99,304
|
|
|
|
December 31,
|
|
|
||||||
(in thousands)
|
|
2011
|
|
2010
|
|
Useful
Lives
|
||||
Land
|
|
$
|
8,897
|
|
|
$
|
8,656
|
|
|
|
Buildings and improvements
|
|
59,068
|
|
|
55,237
|
|
|
10-20 yrs.
|
||
Machinery and equipment
|
|
58,795
|
|
|
55,438
|
|
|
3-15 yrs.
|
||
Office furniture and equipment
|
|
5,882
|
|
|
5,769
|
|
|
3-7 yrs.
|
||
Computer software
|
|
10,368
|
|
|
10,111
|
|
|
2-7 yrs.
|
||
Transportation equipment
|
|
4,566
|
|
|
4,463
|
|
|
3 yrs.
|
||
|
|
147,576
|
|
|
139,674
|
|
|
|
||
Accumulated depreciation
|
|
(86,034
|
)
|
|
(78,490
|
)
|
|
|
||
|
|
$
|
61,542
|
|
|
$
|
61,184
|
|
|
|
(in thousands)
|
|
|
|
Balance at December 31, 2008
|
$
|
48,107
|
|
Translation adjustment
|
1,204
|
|
|
Goodwill impairment
|
(14,104
|
)
|
|
Balance at December 31, 2009
|
$
|
35,207
|
|
Translation adjustment
|
(1,134
|
)
|
|
Balance at December 31, 2010
|
$
|
34,073
|
|
Translation adjustment
|
(424
|
)
|
|
Goodwill impairment
|
(1,898
|
)
|
|
Balance at December 31, 2011
|
$
|
31,751
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2011
|
|
2010
|
||||
Salaries, wages and bonuses
|
|
$
|
13,956
|
|
|
$
|
12,605
|
|
Warranty
|
|
5,313
|
|
|
5,554
|
|
||
State taxes
|
|
4,473
|
|
|
5,323
|
|
||
Retirement
|
|
1,789
|
|
|
2,210
|
|
||
Other
|
|
5,185
|
|
|
4,121
|
|
||
|
|
$
|
30,716
|
|
|
$
|
29,813
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2011
|
|
2010
|
||||
Bank revolving credit facility
|
|
$
|
7,000
|
|
|
$
|
21,000
|
|
Capital lease obligations
|
|
646
|
|
|
1,763
|
|
||
Other notes payable
|
|
2,165
|
|
|
2,662
|
|
||
Total debt
|
|
9,811
|
|
|
25,425
|
|
||
Less current maturities
|
|
1,190
|
|
|
2,319
|
|
||
Total long-term debt
|
|
$
|
8,621
|
|
|
$
|
23,106
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
28,118
|
|
|
$
|
15,639
|
|
|
$
|
13,381
|
|
Foreign
|
|
19,139
|
|
|
13,393
|
|
|
17,725
|
|
|||
|
|
$
|
47,257
|
|
|
$
|
29,032
|
|
|
$
|
31,106
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
7,774
|
|
|
$
|
8,995
|
|
|
$
|
(1,059
|
)
|
Foreign
|
|
5,424
|
|
|
3,851
|
|
|
5,017
|
|
|||
State
|
|
1,139
|
|
|
1,453
|
|
|
(381
|
)
|
|||
|
|
14,337
|
|
|
14,299
|
|
|
3,577
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Domestic
|
|
397
|
|
|
(5,308
|
)
|
|
8,017
|
|
|||
Foreign
|
|
331
|
|
|
(284
|
)
|
|
(641
|
)
|
|||
State
|
|
122
|
|
|
(792
|
)
|
|
1,520
|
|
|||
|
|
850
|
|
|
(6,384
|
)
|
|
8,896
|
|
|||
Total income taxes
|
|
$
|
15,187
|
|
|
$
|
7,915
|
|
|
$
|
12,473
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Domestic statutory rate at 34%
|
|
$
|
16,067
|
|
|
$
|
9,871
|
|
|
$
|
10,576
|
|
Increase (reduction) from:
|
|
|
|
|
|
|
|
|
|
|||
Jurisdictional rate differences
|
|
(1,273
|
)
|
|
(986
|
)
|
|
(581
|
)
|
|||
Goodwill impairment
|
|
633
|
|
|
—
|
|
|
2,686
|
|
|||
Valuation allowance
|
|
—
|
|
|
—
|
|
|
(793
|
)
|
|||
Stock based compensation
|
|
161
|
|
|
135
|
|
|
138
|
|
|||
U.S. state taxes
|
|
740
|
|
|
436
|
|
|
746
|
|
|||
Domestic Production Deduction
|
|
(796
|
)
|
|
(744
|
)
|
|
(50
|
)
|
|||
R&E Credit Reserve
|
|
(252
|
)
|
|
(1,068
|
)
|
|
—
|
|
|||
Other, net
|
|
(93
|
)
|
|
271
|
|
|
(249
|
)
|
|||
Provision for income taxes
|
|
$
|
15,187
|
|
|
$
|
7,915
|
|
|
$
|
12,473
|
|
Effective tax rate
|
|
32
|
%
|
|
27
|
%
|
|
40
|
%
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2011
|
|
2010
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Inventory basis difference
|
|
$
|
1,464
|
|
|
$
|
1,219
|
|
Accounts receivable reserve
|
|
320
|
|
|
665
|
|
||
Stock based compensation
|
|
518
|
|
|
325
|
|
||
Pension liability
|
|
3,839
|
|
|
2,717
|
|
||
Employee benefit accrual
|
|
382
|
|
|
347
|
|
||
Environmental reserve
|
|
450
|
|
|
568
|
|
||
Product liability and warranty reserves
|
|
797
|
|
|
1,035
|
|
||
Derivative liability
|
|
—
|
|
|
88
|
|
||
Expenses not deductible for tax purposes
|
|
—
|
|
|
547
|
|
||
Foreign net operating loss
|
|
374
|
|
|
613
|
|
||
State net operating loss
|
|
279
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total deferred income tax assets
|
|
$
|
8,423
|
|
|
$
|
8,124
|
|
|
|
|
|
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
|
||
Inventory basis differences
|
|
$
|
(246
|
)
|
|
$
|
—
|
|
Depreciation
|
|
(3,924
|
)
|
|
(5,444
|
)
|
||
Intangible assets
|
|
(710
|
)
|
|
(435
|
)
|
||
Deferred revenue
|
|
(218
|
)
|
|
(289
|
)
|
||
Expenses not deductible for tax purposes
|
|
(397
|
)
|
|
(338
|
)
|
||
|
|
|
|
|
|
|
||
Total deferred income tax liabilities
|
|
$
|
(5,495
|
)
|
|
$
|
(6,506
|
)
|
|
|
|
|
|
||||
Net deferred income tax assets
|
|
$
|
2,928
|
|
|
$
|
1,618
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2011
|
|
2010
|
||||
Balance as of beginning of year
|
|
$
|
193,000
|
|
|
$
|
—
|
|
Addition for tax positions related to the current year
|
|
42,000
|
|
|
193,000
|
|
||
Reductions for tax positions related to prior years
|
|
—
|
|
|
—
|
|
||
Balance as of end of year
|
|
$
|
235,000
|
|
|
$
|
193,000
|
|
|
2011
|
2010
|
2009
|
||||||||||||
|
Shares
|
Exercise
Price*
|
Shares
|
Exercise
Price*
|
Shares
|
Exercise
Price*
|
|||||||||
Options outstanding at beginning of year
|
360,130
|
|
$
|
18.29
|
|
345,480
|
|
$
|
18.73
|
|
253,980
|
|
$
|
20.44
|
|
Granted
|
35,000
|
|
26.45
|
|
19,000
|
|
24.69
|
|
99,000
|
|
11.45
|
|
|||
Exercised
|
(15,650
|
)
|
12.03
|
|
(4,350
|
)
|
12.98
|
|
—
|
|
—
|
|
|||
Cancelled
|
(2,000
|
)
|
24.69
|
|
—
|
|
—
|
|
(7,500
|
)
|
20.04
|
|
|||
Options outstanding at end of year
|
377,480
|
|
19.27
|
|
360,130
|
|
18.29
|
|
345,480
|
|
18.73
|
|
|||
Options exercisable at end of year
|
243,180
|
|
$
|
19.32
|
|
209,530
|
|
$
|
18.86
|
|
156,780
|
|
$
|
18.74
|
|
Options available for grant at end of year
|
162,500
|
|
|
|
195,500
|
|
|
|
214,500
|
|
|
|
Qualified Stock Options
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||
|
Shares
|
|
Remaining
Contractual
Life (yrs)*
|
Exercise
Price*
|
|
Shares
|
Exercise
Price*
|
|||||
Range of Exercise Price
|
|
|
|
|
|
|
|
|
|
|
||
$11.45 - $17.85
|
137,480
|
|
5.93
|
$
|
12.27
|
|
|
78,980
|
|
$
|
12.87
|
|
$19.79 - $26.45
|
240,000
|
|
6.35
|
$
|
23.29
|
|
|
164,200
|
|
$
|
22.42
|
|
Total
|
377,480
|
|
|
|
|
|
243,180
|
|
|
|
|
2011
|
2010
|
2009
|
||||||||||||
|
Shares
|
Exercise
Price*
|
Shares
|
Exercise
Price*
|
Shares
|
Exercise
Price*
|
|||||||||
Options outstanding at beginning of year
|
102,400
|
|
$
|
15.62
|
|
186,000
|
|
$
|
14.57
|
|
226,000
|
|
$
|
12.62
|
|
Granted
|
30,000
|
|
26.45
|
|
—
|
|
—
|
|
85,000
|
|
11.45
|
|
|||
Exercised
|
(14,600
|
)
|
11.45
|
|
(78,600
|
)
|
12.52
|
|
(125,000
|
)
|
8.94
|
|
|||
Cancelled
|
(5,000
|
)
|
25.18
|
|
(5,000
|
)
|
25.18
|
|
—
|
|
—
|
|
|||
Options outstanding at end of year
|
112,800
|
|
18.62
|
|
102,400
|
|
15.62
|
|
186,000
|
|
14.57
|
|
|||
Options exercisable at end of year
|
37,400
|
|
$
|
19.57
|
|
30,300
|
|
$
|
20.79
|
|
79,000
|
|
$
|
15.17
|
|
Options available for grant at end of year
|
320,500
|
|
|
|
364,000
|
|
|
|
367,000
|
|
|
|
Non-Qualified Stock Options
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||
|
Shares
|
|
Remaining
Contractual
Life(yrs)*
|
Exercise
Price*
|
|
Shares
|
|
Exercise
Price*
|
||||
Range of Exercise Price
|
|
|
|
|
|
|
|
|
|
|
||
$11.45 - $12.10
|
54,300
|
|
8.00
|
$
|
11.45
|
|
|
12,900
|
|
$
|
11.45
|
|
$13.96 - $19.79
|
6,000
|
|
4.00
|
19.79
|
|
|
6,000
|
|
19.79
|
|
||
$25.02 - $26.45
|
52,500
|
|
8.24
|
$
|
25.90
|
|
|
18,500
|
|
$
|
25.16
|
|
Total
|
112,800
|
|
|
|
|
|
37,400
|
|
|
|
|
|
Shares
|
|
Price
|
|
Weighted-average
remaining
contractual term
(in years)
|
|||
Options outstanding at beginning of year
|
|
9,000
|
|
|
$
|
15.86
|
|
|
|
Granted
|
|
13,500
|
|
|
26.08
|
|
|
—
|
|
Vested
|
|
(2,750
|
)
|
|
15.06
|
|
|
—
|
|
Forfeited or Cancelled
|
|
—
|
|
|
—
|
|
|
—
|
|
Options outstanding at end of year
|
|
19,750
|
|
|
$
|
22.96
|
|
|
3.48
|
|
|
Year Ended December 31, 2011
|
||||||||
(in thousands)
|
|
Hourly
Employees’
Pension Plan
|
Employees’
Retirement
Plan
|
Total
|
||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|||
Benefit obligation at beginning of year
|
|
$
|
9,511
|
|
$
|
16,427
|
|
$
|
25,938
|
|
Service cost
|
|
8
|
|
4
|
|
12
|
|
|||
Interest cost
|
|
469
|
|
858
|
|
1,327
|
|
|||
Liability actuarial (gain)/loss
|
|
1,098
|
|
2,650
|
|
3,748
|
|
|||
Benefits paid
|
|
(632
|
)
|
(701
|
)
|
(1,333
|
)
|
|||
Benefit obligation at end of year
|
|
10,454
|
|
19,238
|
|
29,692
|
|
|||
Change in fair value of plan assets
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
6,303
|
|
12,485
|
|
18,788
|
|
|||
Return on plan assets
|
|
(73
|
)
|
(65
|
)
|
(138
|
)
|
|||
Employer contributions
|
|
1,065
|
|
519
|
|
1,584
|
|
|||
Benefits paid
|
|
(632
|
)
|
(702
|
)
|
(1,334
|
)
|
|||
Fair value of plan assets at end of year
|
|
6,663
|
|
12,237
|
|
18,900
|
|
|||
Underfunded status – December 31, 2011
|
|
$
|
(3,791
|
)
|
$
|
(7,001
|
)
|
$
|
(10,792
|
)
|
Accumulated benefit obligation – December 31, 2011
|
|
$
|
10,454
|
|
$
|
19,238
|
|
$
|
29,692
|
|
|
|
Year Ended December 31, 2010
|
||||||||
(in thousands)
|
|
Hourly
Employees’
Pension Plan
|
Employees’
Retirement
Plan
|
Total
|
||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|||
Benefit obligation at beginning of year
|
|
$
|
9,067
|
|
$
|
15,056
|
|
$
|
24,123
|
|
Service cost
|
|
6
|
|
3
|
|
9
|
|
|||
Interest cost
|
|
498
|
|
864
|
|
1,362
|
|
|||
Liability actuarial (gain)/loss
|
|
578
|
|
1,119
|
|
1,697
|
|
|||
Benefits paid
|
|
(638
|
)
|
(615
|
)
|
(1,253
|
)
|
|||
Benefit obligation at end of year
|
|
9,511
|
|
16,427
|
|
25,938
|
|
|||
Change in fair value of plan assets
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
5,560
|
|
10,922
|
|
16,482
|
|
|||
Return on plan assets
|
|
678
|
|
1,319
|
|
1,997
|
|
|||
Employer contributions
|
|
702
|
|
859
|
|
1,561
|
|
|||
Benefits paid
|
|
(638
|
)
|
(615
|
)
|
(1,253
|
)
|
|||
Fair value of plan assets at end of year
|
|
6,302
|
|
12,485
|
|
18,787
|
|
|||
Underfunded status – December 31, 2010
|
|
$
|
(3,209
|
)
|
$
|
(3,942
|
)
|
$
|
(7,151
|
)
|
Accumulated benefit obligation – December 31, 2010
|
|
$
|
9,511
|
|
$
|
16,427
|
|
$
|
25,938
|
|
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
||
|
|
2011
|
2010
|
|
2011
|
2010
|
Discount rate
|
|
4.06%
|
5.12%
|
|
4.18%
|
5.30%
|
Composite rate of compensation increase
|
|
N/A
|
N/A
|
|
N/A
|
N/A
|
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
||
|
|
2011
|
2010
|
|
2011
|
2010
|
Discount rate
|
|
5.12%
|
5.67%
|
|
5.30%
|
5.83%
|
Long-term rate of return on plan assets
|
|
7.75%
|
7.75%
|
|
7.75%
|
7.75%
|
Composite rate of compensation increase
|
|
N/A
|
N/A
|
|
N/A
|
N/A
|
|
|
Year Ended December 31, 2011
|
||||||||||
(in thousands)
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
|
Total
|
||||||
Service cost
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
12
|
|
Interest cost
|
|
469
|
|
|
858
|
|
|
1,327
|
|
|||
Expected return on plan assets
|
|
(514
|
)
|
|
(963
|
)
|
|
(1,477
|
)
|
|||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of net (gain)/loss
|
|
117
|
|
|
77
|
|
|
194
|
|
|||
Net periodic benefit cost
|
|
$
|
80
|
|
|
$
|
(24
|
)
|
|
$
|
56
|
|
|
|
Year Ended December 31, 2010
|
||||||||||
(in thousands)
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
|
Total
|
||||||
Service cost
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
9
|
|
Interest cost
|
|
499
|
|
|
864
|
|
|
1,363
|
|
|||
Expected return on plan assets
|
|
(431
|
)
|
|
(850
|
)
|
|
(1,281
|
)
|
|||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of net (gain)/loss
|
|
96
|
|
|
33
|
|
|
129
|
|
|||
Net periodic benefit cost
|
|
$
|
170
|
|
|
$
|
50
|
|
|
$
|
220
|
|
|
|
Hourly Employees’
Pension Plan
|
|
Employees’ Retirement
Plan
|
||
|
|
2011
|
2010
|
|
2011
|
2010
|
Equity securities
|
|
56%
|
47%
|
|
56%
|
47%
|
Debt securities
|
|
38%
|
45%
|
|
38%
|
45%
|
Short-term investments
|
|
1%
|
3%
|
|
1%
|
3%
|
Other
|
|
5%
|
5%
|
|
5%
|
5%
|
Total
|
|
100%
|
100%
|
|
100%
|
100%
|
(in thousands)
|
December 31, 2011
|
Quoted
Prices in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||
Mutual Funds:
|
|
|
|
|
||||||
Small Cap
|
$
|
1,321
|
|
$
|
1,321
|
|
$
|
—
|
|
$—
|
Mid Cap
|
1,238
|
|
1,238
|
|
|
|
||||
Large Cap
|
7,130
|
|
7,130
|
|
|
|
||||
International
|
1,835
|
|
1,835
|
|
|
|
||||
|
|
|
|
|
||||||
Common/Collective:
|
|
|
|
|
||||||
Liability Driven Solution
|
2,614
|
|
—
|
|
2,614
|
|
—
|
|||
Wells Fargo International Equity Index Fund
|
906
|
|
|
906
|
|
|
||||
Wells Fargo Large Cap Growth Index Fund
|
1,085
|
|
|
1,085
|
|
|
||||
Wells Fargo Large Cap Value Index Fund
|
1,108
|
|
|
1,108
|
|
|
||||
Wells Fargo Russell 2000 Index Fund
|
656
|
|
|
656
|
|
|
||||
Wells Fargo S&P Mid Cap Index Fund
|
734
|
|
|
734
|
|
|
||||
|
|
|
|
|
||||||
Cash & Short-term Investments
|
265
|
|
265
|
|
|
|
||||
Total
|
$
|
18,892
|
|
$
|
11,789
|
|
$
|
7,103
|
|
$—
|
(in thousands)
|
December 31, 2010
|
Quoted
Prices in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
||||||||
Small Cap
|
$
|
1,418
|
|
$
|
1,418
|
|
$
|
—
|
|
$
|
—
|
|
Mid Cap
|
1,737
|
|
1,737
|
|
|
|
||||||
Large Cap
|
6,567
|
|
6,567
|
|
|
|
||||||
|
|
|
|
|
||||||||
Common/Collective:
|
|
|
|
|
||||||||
Liability Driven Solution
|
4,266
|
|
—
|
|
4,266
|
|
—
|
|
||||
Wells Fargo International Equity Index Fund
|
703
|
|
|
703
|
|
|
||||||
Wells Fargo Large Cap Growth Index Fund
|
1,273
|
|
|
1,273
|
|
|
||||||
Wells Fargo Large Cap Value Index Fund
|
1,223
|
|
|
1,223
|
|
|
||||||
Wells Fargo Russell 2000 Index Fund
|
466
|
|
|
466
|
|
|
||||||
Wells Fargo S&P Mid Cap Index Fund
|
483
|
|
|
483
|
|
|
||||||
|
|
|
|
|
||||||||
Cash & Short-term Investments
|
652
|
|
652
|
|
|
|
||||||
Total
|
$
|
18,788
|
|
$
|
10,374
|
|
$
|
8,414
|
|
$
|
—
|
|
(in thousands)
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
|
Total
|
||||||
2012
|
|
$
|
662
|
|
|
$
|
769
|
|
|
$
|
1,431
|
|
2013
|
|
656
|
|
|
803
|
|
|
1,459
|
|
|||
2014
|
|
654
|
|
|
873
|
|
|
1,527
|
|
|||
2015
|
|
646
|
|
|
900
|
|
|
1,546
|
|
|||
2016
|
|
648
|
|
|
945
|
|
|
1,593
|
|
|||
Years 2017 through 2021
|
|
$
|
3,246
|
|
|
$
|
5,589
|
|
|
$
|
8,835
|
|
Benefit obligation at January 1, 2011
|
|
$
|
—
|
|
Service cost
|
|
108
|
|
|
Interest cost
|
|
103
|
|
|
Liability actuarial (gain)/loss
|
|
409
|
|
|
Plan Amendments
|
|
1,964
|
|
|
Benefit obligation at December 31, 2011
|
|
$
|
2,584
|
|
|
|
2011
|
||
Service Cost
|
|
$
|
108
|
|
Interest Cost
|
|
103
|
|
|
Amortization of Prior Service Cost
|
|
264
|
|
|
Net Periodic Benefit Cost
|
|
$
|
475
|
|
2012
|
$
|
10
|
|
2013
|
42
|
|
|
2014
|
43
|
|
|
2015
|
50
|
|
|
2016
|
98
|
|
|
Years 2017 through 2021
|
$
|
1,069
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Net Revenue
|
|
|
|
|
|
||||||
North American Industrial
|
$
|
229,594
|
|
|
$
|
196,783
|
|
|
$
|
177,593
|
|
North American Agricultural
|
203,993
|
|
|
181,349
|
|
|
95,188
|
|
|||
European
|
170,006
|
|
|
160,416
|
|
|
182,044
|
|
|||
Consolidated
|
$
|
603,593
|
|
|
$
|
538,548
|
|
|
$
|
454,825
|
|
Income from Operations
|
|
|
|
|
|
|
|
|
|||
North American Industrial
|
$
|
23,782
|
|
|
$
|
8,513
|
|
|
$
|
(12,426
|
)
|
North American Agricultural
|
16,640
|
|
|
10,073
|
|
|
31,206
|
|
|||
European
|
8,163
|
|
|
12,287
|
|
|
15,754
|
|
|||
Consolidated
|
$
|
48,585
|
|
|
$
|
30,873
|
|
|
$
|
34,534
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|||
North American Industrial
|
$
|
13,316
|
|
|
$
|
13,316
|
|
|
$
|
13,128
|
|
North American Agricultural
|
—
|
|
|
—
|
|
|
—
|
|
|||
European
|
18,435
|
|
|
20,757
|
|
|
22,079
|
|
|||
Consolidated
|
$
|
31,751
|
|
|
$
|
34,073
|
|
|
$
|
35,207
|
|
Total Identifiable Assets
|
|
|
|
|
|
|
|
|
|||
North American Industrial
|
$
|
144,016
|
|
|
$
|
120,293
|
|
|
$
|
126,553
|
|
North American Agricultural
|
121,337
|
|
|
116,575
|
|
|
124,165
|
|
|||
European
|
115,582
|
|
|
134,115
|
|
|
129,239
|
|
|||
Consolidated
|
$
|
380,935
|
|
|
$
|
370,983
|
|
|
$
|
379,957
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Net sales
|
$
|
216,201
|
|
|
$
|
193,182
|
|
|
$
|
206,880
|
|
Income from operations
|
18,481
|
|
|
13,476
|
|
|
17,776
|
|
|||
Income before income taxes
|
19,170
|
|
|
13,429
|
|
|
17,740
|
|
|||
Identifiable assets
|
$
|
154,465
|
|
|
$
|
160,966
|
|
|
$
|
153,968
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Geographic net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
381,390
|
|
|
$
|
336,261
|
|
|
$
|
240,319
|
|
United Kingdom
|
39,967
|
|
|
36,685
|
|
|
38,332
|
|
|||
France
|
101,124
|
|
|
93,130
|
|
|
115,395
|
|
|||
Canada
|
26,029
|
|
|
15,325
|
|
|
17,756
|
|
|||
Australia
|
14,171
|
|
|
11,765
|
|
|
11,400
|
|
|||
Other
|
40,912
|
|
|
45,382
|
|
|
31,623
|
|
|||
Total net sales
|
$
|
603,593
|
|
|
$
|
538,548
|
|
|
$
|
454,825
|
|
Geographic location of long-lived assets:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
52,263
|
|
|
$
|
55,448
|
|
|
$
|
59,094
|
|
United Kingdom
|
13,511
|
|
|
13,757
|
|
|
14,483
|
|
|||
France
|
26,746
|
|
|
29,165
|
|
|
33,588
|
|
|||
Canada
|
11,708
|
|
|
6,776
|
|
|
6,542
|
|
|||
Australia
|
158
|
|
|
84
|
|
|
265
|
|
|||
Total long-lived assets
|
$
|
104,386
|
|
|
$
|
105,230
|
|
|
$
|
113,972
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Foreign currency translation adjustments
|
$
|
1,610
|
|
|
$
|
4,489
|
|
|
$
|
8,148
|
|
Derivatives net of taxes
|
63
|
|
|
(171
|
)
|
|
(744
|
)
|
|||
Actuarial (loss) gain on defined benefit pension plan, net of taxes
|
(7,297
|
)
|
|
(2,785
|
)
|
|
(2,257
|
)
|
|||
Accumulated other comprehensive income (loss)
|
$
|
(5,624
|
)
|
|
$
|
1,533
|
|
|
$
|
5,147
|
|
(in thousands)
|
|
Operating
Leases
|
|
Capitalized
Leases
|
||||
2012
|
|
$
|
1,268
|
|
|
$
|
293
|
|
2013
|
|
839
|
|
|
291
|
|
||
2014
|
|
601
|
|
|
111
|
|
||
2015
|
|
296
|
|
|
9
|
|
||
2016
|
|
73
|
|
|
—
|
|
||
Thereafter
|
|
—
|
|
|
—
|
|
||
Total minimum lease payments
|
|
$
|
3,077
|
|
|
$
|
704
|
|
Less amount representing interest
|
|
|
|
|
58
|
|
||
Present value of net minimum lease payments
|
|
|
|
|
$
|
646
|
|
|
Less current portion
|
|
|
|
|
257
|
|
||
Long-term portion
|
|
|
|
|
$
|
389
|
|
|
2011
|
|
2010
|
||||||||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
|
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||
Sales
|
$
|
140,715
|
|
$
|
160,824
|
|
$
|
155,057
|
|
$
|
146,997
|
|
|
$
|
131,153
|
|
$
|
138,069
|
|
$
|
136,673
|
|
$
|
132,653
|
|
Gross profit
|
31,901
|
|
37,391
|
|
37,223
|
|
28,569
|
|
|
28,135
|
|
28,681
|
|
32,390
|
|
27,708
|
|
||||||||
Net income
|
5,667
|
|
8,914
|
|
10,056
|
|
7,433
|
|
|
3,993
|
|
4,870
|
|
8,150
|
|
4,104
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
0.47
|
|
$
|
0.74
|
|
$
|
0.84
|
|
$
|
0.62
|
|
|
$
|
0.34
|
|
$
|
0.41
|
|
$
|
0.68
|
|
$
|
0.34
|
|
Average shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
11,980
|
|
11,966
|
|
11,947
|
|
11,973
|
|
|
11,833
|
|
11,882
|
|
11,906
|
|
11,952
|
|
||||||||
Dividends per share
|
.06
|
|
.06
|
|
.06
|
|
.06
|
|
|
.06
|
|
.06
|
|
.06
|
|
.06
|
|
||||||||
Market price of
common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
29.27
|
|
$
|
28.87
|
|
$
|
25.05
|
|
$
|
29.20
|
|
|
$
|
20.36
|
|
$
|
27.00
|
|
$
|
25.41
|
|
$
|
28.19
|
|
Low
|
$
|
25.32
|
|
$
|
21.09
|
|
$
|
20.35
|
|
$
|
19.71
|
|
|
$
|
16.62
|
|
$
|
19.58
|
|
$
|
18.68
|
|
$
|
21.55
|
|
(in thousands)
|
|
Initial
Valuation
|
||
|
|
|
||
Accounts receivable
|
|
$
|
3,182
|
|
Inventory
|
|
7,375
|
|
|
Prepaid expenses
|
|
277
|
|
|
Property, plant & equipment
|
|
5,277
|
|
|
Other Liabilities
|
|
(2,433
|
)
|
|
Net Assets acquired
|
|
13,678
|
|
|
Less: Purchase Price
|
|
5,933
|
|
|
Gain on Bargain purchase
|
|
$
|
7,745
|
|
If to the Company::
|
Alamo Group Inc.
1627 E. Walnut
Seguin, Texas 78155
Attention: R.A. Robinson
Facsimile No. (830) 372-9683
|
With a copy (which shall not constitute notice) to:
|
Oppenheimer, Blend, Harrison & Tate, Inc.
711 Navarro, Sixth Floor
San Antonio, Texas 78205
Attention: J. David Oppenheimer
Facsimile No. (210) 224-7540
|
If to Investor:
|
Bush Hog, LLC
c/o CC Industries, Inc.
222 N. LaSalle St., Suite 1000
Chicago, Illinois 60601
Attention: David M. Rubin
Facsimile No. 312/899-5038
|
With a copy (which shall not constitute notice) to:
|
Gould & Ratner LLP
222 N. LaSalle St., Suite 800
Chicago, Illinois 60601
Attention: Brian B. Gilbert
Facsimile No. 312/236-3241
|
|
ALAMO GROUP INC.
By:
/s/ Ronald A. Robinson
Name: Ronald A. Robinson
Title: President & CEO
|
|
BUSH HOG, LLC
By:
/s/ David M. Rubin
Name: David M. Rubin
Title: Vice President
|
|
Name
|
|
Jurisdiction
of Incorporation
|
|
|
|
Alamo Group (USA) Inc. (1)
|
|
Delaware
|
|
|
|
Alamo Group (Europe) Limited (1)
|
|
United Kingdom
|
|
|
|
Alamo Group (Canada) Inc. (1)
|
|
New Brunswick
|
|
|
|
Gradall Industries, Inc. (2)
|
|
Delaware
|
|
|
|
NP Real Estate Inc. (2)
|
|
Ohio
|
|
|
|
Bush Hog, Inc. (2)
|
|
Delaware
|
|
|
|
Henke Manufacturing Corporation (2)
|
|
Kansas
|
|
|
|
Alamo Group (TX) Inc. (2)
|
|
Delaware
|
|
|
|
Alamo Group Services Inc.(2)
|
|
Delaware
|
|
|
|
Alamo Group Management Inc. (2)
|
|
Texas
|
|
|
|
Tenco Industries Inc. (2)
|
|
Delaware
|
|
|
|
Alamo Sales Corp. (2)
|
|
Delaware
|
|
|
|
Alamo Group (IL) Inc. (2)
|
|
Delaware
|
|
|
|
Tiger Corporation (2)
|
|
Nevada
|
|
|
|
Terrain King Corporation (2)
|
|
Nevada
|
|
|
|
Schwarze Industries, Inc. (2)
|
|
Alabama
|
|
|
|
Schwarze Industries Australia PTY Ltd. (3)
|
|
Australia
|
|
|
|
Schulte (USA) Inc. (2)
|
|
Florida
|
|
|
|
Alamo Group (SMC) Inc. (2)
|
|
Nevada
|
|
|
|
Nite-Hawk Sweepers, LLC (2)
|
|
Washington
|
|
|
|
ALG (HK) Limited (2)
|
|
Hong Kong
|
|
|
|
Alamo Group (IA) Inc. (2)
|
|
Nevada
|
|
|
|
Alamo Group (FR) SAS (4)
|
|
France
|
|
|
|
Alamo Manufacturing Services (UK) Limited (4)
|
|
United Kingdom
|
|
|
|
McConnel Ltd. (4)
|
|
United Kingdom
|
|
|
|
Twose of Tiverton Ltd. (5)
|
|
United Kingdom
|
|
|
|
Spearhead Machinery Ltd. (5)
|
|
United Kingdom
|
|
|
|
Bomford & Evershed Ltd. (5)
|
|
United Kingdom
|
|
|
|
Bomford Turner Ltd. (5)
|
|
United Kingdom
|
|
|
|
Turner International (ENG) Ltd. (5)
|
|
United Kingdom
|
|
|
|
SMA SAS (6)
|
|
France
|
|
|
|
SCI La Saussaie (6)
|
|
France
|
|
|
|
Forges Gorce SAS(8)
|
|
France
|
|
|
|
Faucheux SAS (6)
|
|
France
|
|
|
|
Rousseau SAS (6)
|
|
France
|
|
|
|
Rivard SAS (6)
|
|
France
|
|
|
|
Schulte Industries Ltd. (7)
|
|
New Brunswick
|
|
|
|
Tenco Inc. (7)
|
|
New Brunswick
|
|
|
|
ALG (Beijing) Trading Co. Ltd. (9)
|
|
Hong Kong
|
|
|
|
/s/KPMG LLP
|
San Antonio, Texas
|
|
March 12, 2012
|
|
1.
|
I have reviewed this annual report on Form 10-K of Alamo Group Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
March 12, 2012
|
/s/Ronald A. Robinson
|
|
|
Ronald A. Robinson
President & Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Alamo Group Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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March 12, 2012
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/s/Dan E. Malone
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Dan E. Malone
Executive Vice President & Chief Financial Officer
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1.
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I have reviewed this annual report on Form 10-K of Alamo Group Inc;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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March 12, 2012
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/s/Richard J. Wehrle
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Richard J. Wehrle
Vice President & Corporate Controller
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 12, 2012
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/s/Ronald A. Robinson
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Ronald A. Robinson
President & Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 12, 2012
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/s/Dan E. Malone
|
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Dan E. Malone
Executive Vice President & Chief Financial Officer
|
|
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(Principal Financial Officer)
|
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 12, 2012
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/s/Richard J. Wehrle
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Richard J. Wehrle
Vice President & Corporate Controller
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(Principal Accounting Officer)
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