[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
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|
OF THE SECURITIES EXCHANGE ACT OF 1934
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|
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[ ]
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
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|
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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74-1621248
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
|
Identification Number)
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Title of each class
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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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[X]
|
Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[ ]
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Emerging Growth Company
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[ ]
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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.
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||
Item 6.
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||
Item 7.
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Item 7A.
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Item 8.
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||
Item 9.
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||
Item 9A.
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Item 9B.
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PART III
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Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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Index to Consolidated Financial Statements
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Item 16.
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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 develop and manufacture new and existing products profitably;
|
•
|
the inability of our suppliers, creditors, public utility providers and financial and other service organizations to deliver or provide their products or services to us;
|
•
|
legal actions and litigation;
|
•
|
impairment in the carrying value of goodwill;
|
•
|
our ability to successfully integrate acquisitions and operate acquired businesses or assets, including our ability to successfully integrate and operate
Santa Izabel, Old Dominion
, and
RPM;
|
•
|
our ability to hire and retain quality employees; and
|
•
|
changes in the prices of agricultural commodities, which could affect our customers’ income
|
•
|
changes in business and political conditions and the economy in general in both domestic and international markets;
|
•
|
an increase in unfunded pension plan liability due to financial market deterioration;
|
•
|
price and availability of energy and critical raw materials, particularly steel and steel products;
|
•
|
increased competition;
|
•
|
repercussions from the pending exit by the U.K. from the European Union (EU);
|
•
|
adverse weather conditions such as droughts, floods, snowstorms, etc., which can affect the buying patterns of our customers and end-users;
|
•
|
increased costs of complying with new regulations, including compliance with the European General Data Protection Regulation (GDPR), and potential fines and penalties;
|
•
|
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;
|
•
|
cyber security risks including the potential loss of proprietary data or data security breaches and related fines, penalties and other liabilities;
|
•
|
financial market changes including changes in interest rates and fluctuations in foreign exchange rates;
|
•
|
abnormal seasonal factors in our industry;
|
•
|
changes in domestic and foreign governmental policies and laws, including increased levels of government regulation and changes in agricultural policies, including the amount of farm subsidies and farm payments;
|
•
|
government actions, including but not limited to budget levels, change in tax laws, regulations and legislation, relating to the environment, commerce, infrastructure spending, health and safety;
|
•
|
risk of governmental defaults and resulting impact on the global economy and particularly financial institutions.
|
Name
|
|
Age
|
|
Position
|
Ronald A. Robinson
|
|
65
|
|
President and Chief Executive Officer
|
Dan E. Malone
|
|
57
|
|
Executive Vice President and Chief Financial Officer
|
Robert H. George
|
|
71
|
|
Vice President, Secretary and Treasurer
|
Richard J. Wehrle
|
|
61
|
|
Vice President and Corporate Controller
|
Edward T. Rizzuti
|
|
48
|
|
Vice President and General Counsel
|
Geoffrey Davies
|
|
70
|
|
Executive Vice President, Alamo Group Inc. and Managing Director, Alamo Group (EUR) Ltd., European Division
|
Richard H. Raborn
|
|
52
|
|
Executive Vice President, Alamo Group Inc. and Executive Vice President Alamo Group (USA) Inc., Agricultural Division
|
Jeffery A. Leonard
|
|
58
|
|
Executive Vice President, Alamo Group Inc. and Executive Vice President Alamo Group (USA) Inc., Industrial Division
|
•
|
weakness in the worldwide economy;
|
•
|
the price and availability of raw materials, purchased components and energy;
|
•
|
budget constraints and revenue shortfalls for our governmental customers;
|
•
|
changes in domestic and foreign governmental policies and laws, including increased levels of governmental regulation and associated liabilities;
|
•
|
the levels of interest rates;
|
•
|
the value of the U.S. dollar relative to the foreign currencies in countries where we sell our products but don’t have a manufacturing presence;
|
•
|
impact of tighter credit markets on the Company, its dealers and end-users;
|
•
|
impairment in the carrying value of goodwill; and
|
•
|
increase in unfunded pension plan liability due to financial market deterioration.
|
•
|
animal disease outbreaks, epidemics and crop pests;
|
•
|
weather conditions, such as droughts, floods and snowstorms;
|
•
|
changes in farm incomes;
|
•
|
cattle and agricultural commodity prices;
|
•
|
changes in governmental agricultural policies worldwide;
|
•
|
the level of worldwide farm output and demand for farm products; and
|
•
|
limits on agricultural imports/exports.
|
•
|
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;
|
•
|
changes in any international trade agreements, such as any changes in European Union membership;
|
•
|
delays in obtaining or the inability to obtain necessary governmental permits;
|
•
|
potentially adverse consequences resulting from the applicability of foreign tax laws;
|
•
|
cultural differences;
|
•
|
increased expenses due to inflation;
|
•
|
weak economic conditions in foreign markets where our subsidiaries distribute their products;
|
•
|
changes in currency exchange rates;
|
•
|
disruptions in transportation and port authorities; and
|
•
|
regulations involving international freight shipments.
|
•
|
we may incur substantial costs, delays or other operational or financial challenges in integrating acquired businesses, including integrating each company's accounting, information technology, human resource and other administrative systems to facilitate effective management;
|
•
|
we may be unable to achieve expected cost reductions, to take advantage of cross-selling opportunities, or to eliminate redundant operations, facilities and systems;
|
•
|
we may need to implement or improve controls, procedures and policies appropriate for a public company which could take a significant amount of time and expense;
|
•
|
acquisitions may divert our management’s attention from the operation of our existing businesses;
|
•
|
we may not be able to retain key personnel of acquired businesses;
|
•
|
there may be cultural challenges associated with integrating management and employees from the acquired businesses into our organization; and
|
•
|
we may encounter unanticipated events, circumstances and legal risk and associated liabilities.
|
•
|
potential negative impact on our earnings per share;
|
•
|
failure of acquired products to achieve projected sales;
|
•
|
problems in integrating the acquired products with our products;
|
•
|
potential downward pressure on operating margins due to lower operating margins of acquired businesses,
|
•
|
increased headcount costs and other expenses associated with adding and supporting new products;
|
•
|
difficulties in retaining and integrating key employees;
|
•
|
failure to realize expected synergies or cost savings;
|
•
|
disruption of ongoing business operations, including diversion of management’s attention and uncertainty for employees and customers, particularly during the post-acquisition integration process;
|
•
|
potential negative impact on our relationships with customers, distributors and vendors; and
|
•
|
the assumption of liabilities that are unknown to us at the time of closing.
|
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, 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
|
|
Owned
|
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
|
Salford Priors, England*
|
157,000
|
|
Owned
|
Tractor-Mounted Power Arm Flails and other Equipment for
Bomford
and
Twose
and
Spearhead
|
Richmond, Virginia*
|
157,000
|
|
Leased
|
Leaf Collection Equipment and Replacement Brooms for Street Sweepers for
ODB
|
Sao Joao da Boa Vista, Brazil*
|
138,000
|
|
Leased
|
Agriculture Mowing Equipment and other Attachments for
Santa Izabel
|
Chartres, France
|
136,000
|
|
Owned
|
Property held for sale
|
Huntsville, Alabama*
|
136,000
|
|
Owned
|
Air and Mechanical Sweeping Equipment for
Schwarze
|
New Berlin, Wisconsin*
|
120,000
|
|
Owned
|
Municipal Snow Removal and Ice Control Equipment for
Wausau
|
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
|
Englefeld, Saskatchewan, Canada*
|
85,000
|
|
Owned
|
Mechanical Rotary Mowers, Snow Blowers, and Rock Removal Equipment for
Schulte
|
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
|
New Berlin, Wisconsin*
|
55,000
|
|
Owned
|
Truck-Mounted Vacuum Trucks for
Super Products
|
Skowhegan, Maine
|
47,000
|
|
Owned
|
Distributor of Public Works and Runway Maintenance Products for
H.P. Fairfield
|
New Berlin, Wisconsin*
|
46,000
|
|
Leased
|
Truck-Mounted Vacuum Trucks for
Super Products
|
Kent, Washington*
|
42,800
|
|
Leased
|
Truck-Mounted Sweeping Equipment for the contractor market branded
Nite-Hawk
|
Fond du Lac, Wisconsin*
|
38,000
|
|
Owned
|
Municipal Snow Removal and Ice Control Equipment for
Wausau
|
Ayer's Cliff, Quebec, Canada*
|
35,000
|
|
Owned
|
Municipal Snow Removal and Ice Control Equipment for
Everest
|
Peschadoires, France*
|
22,000
|
|
Owned
|
Replacement Parts for Blades, Knives and Shackles for
Forges Gorce
|
Oakey, Australia*
|
18,000
|
|
Leased
|
Agriculture Mowing Equipment and other Attachments for
Fieldquip
and
Superior
|
Drummondville, Quebec, Canada*
|
17,000
|
|
Owned
|
Heavy-Duty Snow Removal Equipment for
RPM
|
Birdlip, England
|
14,000
|
|
Leased
|
Self-propelled Sprayers and a variety of Multi-Drive Load Carrying Equipment for
Kellands
|
Matao, Brazil
|
12,000
|
|
Leased
|
Agriculture Mowing Equipment and other Attachments for
Herder
|
Installation & Rental Facilities, Warehouses & Sales
|
277,200
|
|
Leased
|
Services Parts Distribution, Installation Facilities and Sales Office
|
Offices, Seguin, Texas
|
15,200
|
|
Owned
|
Corporate Office
|
Total
|
4,161,900
|
|
0.8065787261
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||
|
|
|
|
|
Cash
|
|
|
|
|
|
|
Cash
|
||||||||||||||||
|
|
Sales Price
|
Dividends
|
|
|
|
Sales Price
|
Dividends
|
||||||||||||||||||||
Quarter Ended
|
|
High
|
|
Low
|
Declared
|
|
Quarter Ended
|
|
High
|
|
Low
|
Declared
|
||||||||||||||||
March 31, 2017
|
|
$
|
79.50
|
|
|
$
|
71.20
|
|
|
$
|
.10
|
|
|
|
March 31, 2016
|
|
$
|
61.82
|
|
|
$
|
48.26
|
|
|
$
|
.09
|
|
|
June 30, 2017
|
|
92.67
|
|
|
71.72
|
|
|
.10
|
|
|
|
June 30, 2016
|
|
66.01
|
|
|
52.82
|
|
|
.09
|
|
|
||||||
September 30, 2017
|
|
107.69
|
|
|
86.80
|
|
|
.10
|
|
|
|
September 30, 2016
|
|
68.04
|
|
|
61.49
|
|
|
.09
|
|
|
||||||
December 31, 2017
|
|
119.50
|
|
|
104.87
|
|
|
.10
|
|
|
|
December 31, 2016
|
|
78.91
|
|
|
59.55
|
|
|
.09
|
|
|
*$100 invested on 12/31/12 in stock or index, including reinvestment of dividends.
|
Fiscal year ending December 31.
|
|
Copyright© 2018 Standard & Poor's, a division of S&P Global. All rights reserved.
|
Copyright© 2018 Russell Investment Group. All rights reserved.
|
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
Alamo Group Inc.
|
|
100.00
|
|
187.25
|
|
150.30
|
|
162.67
|
|
239.07
|
|
356.23
|
S&P SmallCap 600
|
|
100.00
|
|
141.31
|
|
149.45
|
|
146.50
|
|
185.40
|
|
209.94
|
Russell 2000
|
|
100.00
|
|
138.82
|
|
145.62
|
|
139.19
|
|
168.85
|
|
193.58
|
|
|
Fiscal Year Ended December 31,
|
||||||||||
Net sales (data in thousands):
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Industrial
|
|
$
|
522,706
|
|
|
$
|
484,088
|
|
|
$
|
498,761
|
|
Agricultural
|
|
227,389
|
|
|
205,834
|
|
|
208,257
|
|
|||
European
|
|
162,285
|
|
|
154,826
|
|
|
172,559
|
|
|||
Total net sales
|
|
$
|
912,380
|
|
|
$
|
844,748
|
|
|
$
|
879,577
|
|
|
|
|
|
|
|
|
||||||
Cost and profit margins, as percentages of net sales:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
74.3
|
%
|
|
75.7
|
%
|
|
77.0
|
%
|
|||
Gross profit
|
|
25.7
|
%
|
|
24.3
|
%
|
|
23.0
|
%
|
|||
Selling, general and administrative expenses
|
|
16.0
|
%
|
|
16.3
|
%
|
|
15.5
|
%
|
|||
Income from operations
|
|
9.7
|
%
|
|
8.0
|
%
|
|
7.6
|
%
|
|||
Income before income taxes
|
|
9.0
|
%
|
|
7.4
|
%
|
|
7.6
|
%
|
|||
Net income
|
|
4.9
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
|
|
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
|
|
$
|
60,082
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
60,000
|
|
|
$
|
—
|
|
Interest obligations
|
|
7,048
|
|
|
1,778
|
|
|
3,552
|
|
|
1,718
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
9,144
|
|
|
3,899
|
|
|
4,289
|
|
|
901
|
|
|
55
|
|
|||||
Purchase obligations
|
|
100,468
|
|
|
100,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
176,742
|
|
|
$
|
106,227
|
|
|
$
|
7,841
|
|
|
$
|
62,619
|
|
|
$
|
55
|
|
(A)
|
Long-term debt obligation
means a principal payment obligation under long-term borrowings.
|
(B)
|
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, 2017
.
|
(C)
|
Operating lease obligation
means a payment obligation under a lease classified as an operating lease.
|
(D)
|
Purchase obligation
means an agreement to purchase goods or services that is enforceable and legally binding on the registrant that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
|
|
|
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
|
|
|
|
|
|
|
First Amended and Restated 1999 Non-Qualified Stock Option Plan
|
|
8,000
|
|
$11.45
|
|
—
|
2005 Incentive Stock Option Plan
|
|
122,075
|
|
$37.15
|
|
—
|
2009 Equity Incentive Plan
|
|
122,052
|
|
$58.75
|
|
176,294
|
2015 Incentive Stock Option Plan
|
|
50,800
|
|
$60.14
|
|
344,950
|
Plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
302,927
|
|
|
|
521,244
|
|
|
Page
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
From the Following
|
|
Exhibits
|
|
Exhibit Title
|
|
Documents
|
|
|
|
|
|
|
|
3.1
|
|
—
|
Certificate of Incorporation, as amended, of Alamo Group Inc.
|
|
Filed as Exhibit 3.1 to Form S-1, February 5, 1993
|
3.2
|
|
—
|
By-Laws of Alamo Group Inc. as amended
|
|
|
10.1
|
|
—
|
Form of indemnification agreements with Directors of Alamo Group Inc.
|
|
|
10.2
|
|
—
|
Form of indemnification agreements with certain executive officers of Alamo Group Inc.
|
|
|
*10.3
|
|
—
|
Incentive Compensation Plan, adopted on December 9, 1997
|
|
|
*10.4
|
|
—
|
401(k) Restoration Plan for Highly Compensated Employees, adopted on December 9, 1997
|
|
|
*10.5
|
|
—
|
Amended and Restated 1994 Incentive Stock Option Plan adopted by the Board of Directors on July 7, 1999
|
|
|
*10.6
|
|
—
|
First Amended and Restated 1999 Non-Qualified Stock Option Plan, adopted by the Board of Directors on February 13, 2001
|
|
|
*10.7
|
|
—
|
2005 Incentive Stock Option Plan, adopted by the Board of Directors on May 4, 2005
|
|
|
*10.8
|
|
—
|
2009 Equity Incentive Plan, adopted by the Board of Directors on May 7, 2009
|
|
|
10.9
|
|
—
|
Amended and Restated Revolving Credit Agreement, dated August 25, 2004, between the Company and Bank of America, N.A., JPMorgan Chase Bank and Guaranty Bank
|
|
|
10.10
|
|
—
|
Third Amendment of the Amended and Restated Revolving Credit Agreement, dated February 3, 2006 between the Company and Bank of America, N.A., Chase Manhattan Bank, and Guaranty Bank
|
|
|
10.11
|
|
—
|
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
|
|
|
10.12
|
|
—
|
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
|
|
|
10.13
|
|
—
|
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
|
|
10.14
|
|
—
|
Seventh Amendment of the Amended and Restated Revolving Credit Agreement, dated November 6, 2009, between the Company and Bank of America, N.A., Wells Fargo Bank, N.A., BBVA Compass Bank, and Rabobank
|
|
|
10.15
|
|
—
|
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
|
|
|
10.16
|
|
—
|
Ninth Amendment of the Amended and Restated Revolving Credit Agreement, dated May 12, 2014, between the Company and Bank of America, N.A., Wells Fargo Bank, N.A., BBVA Compass Bank, Rabobank, and Amegy Bank.
|
|
|
10.17
|
|
—
|
Tenth Amendment of the Amended and Restated Revolving Credit Agreement, dated December 20, 2016, between the Company and Bank of America, N.A., Wells Fargo Bank, N.A., BBVA Compass Bank, Rabobank, and Amegy Bank.
|
|
|
*10.18
|
|
—
|
Form of Restricted Stock Award Agreement under the 2009 Equity Incentive Plan
|
|
|
*10.19
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan
|
|
|
*10.20
|
|
—
|
Form of Nonqualified Stock Option Agreement under the 2009 Equity Incentive Plan
|
|
|
*10.21
|
|
—
|
Form of Nonqualified Stock Option Agreement under the First Amended and Restated 1999 Nonqualified Stock Option Plan
|
|
|
*10.22
|
|
—
|
Form of Stock Option Agreement under the 2005 Stock Option Plan
|
|
|
10.23
|
|
—
|
Investor Rights Agreement, dated October 22, 2009, between Alamo Group Inc. and Bush Hog, LLC
|
|
|
*10.24
|
|
—
|
Supplemental Executive Retirement Plan
|
|
|
*10.25
|
|
—
|
Executive Incentive Plan
|
|
|
*10.26
|
|
—
|
Amended and Restated Executive Incentive Plan
|
|
|
*10.27
|
|
—
|
2015 Incentive Stock Option Plan, adopted by the Board of Directors on May 7, 2015
|
|
|
21.1
|
|
—
|
Subsidiaries of the Registrant
|
|
|
23.1
|
|
—
|
Consent of KPMG LLP
|
|
|
31.1
|
|
—
|
Certification by Ronald A. Robinson under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
|
—
|
Certification by Dan E. Malone under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.3
|
|
—
|
Certification by Richard J. Wehrle under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
|
—
|
Certification by Ronald A. Robinson under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
|
—
|
Certification by Dan E. Malone under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.3
|
|
—
|
Certification by Richard J. Wehrle under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101.INS
|
|
—
|
XBRL Instance Document
|
|
Filed Herewith
|
101.SCH
|
|
—
|
XBRL Taxonomy Extension Schema Document
|
|
Filed Herewith
|
101.CAL
|
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed Herewith
|
101.LAB
|
|
—
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed Herewith
|
101.PRE
|
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed Herewith
|
101.DEF
|
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed Herewith
|
|
|
ALAMO GROUP INC.
|
Date:
|
March 1, 2018
|
|
|
|
/s/ Ronald A. Robinson
|
|
|
Ronald A. Robinson
|
|
|
President & Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
|
|
|
|
/s/
RONALD A. ROBINSON
Ronald A. Robinson
|
|
|
President, Chief Executive Officer & Interim Chairman of the Board (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/
RODERICK R. BATY
Roderick R. Baty
|
|
|
Director
|
|
|
|
|
|
|
/s/
ROBERT P. BAUER
Robert P. Bauer
|
|
|
Director
|
|
|
|
|
|
|
/s/
ERIC P. ETCHART
Eric P. Etchart |
|
|
Director
|
|
|
|
|
|
|
/s/
DAVID W. GRZELAK
David W. Grzelak |
|
|
Director
|
|
|
|
|
|
|
/s/
TRACY C. JOKINEN
Tracy C. Jokinen
|
|
|
Director
|
|
|
|
|
|
|
/s/
RICHARD W. PAROD
Richard W. Parod
|
|
|
Director
|
|
Date:
|
March 1, 2018
|
/s/
Ronald A. Robinson
|
|
|
President, Chief Executive Officer & Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/Dan E. Malone
|
|
|
Executive Vice President & Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
|
/s/Richard J. Wehrle
|
|
|
Vice President & Corporate Controller (Principal Accounting Officer)
|
|
|
/s/KPMG LLP
|
|
|
|
We have served as the Company’s auditor since 2009.
|
|
|
|
|
|
San Antonio, Texas
|
|
|
March 1, 2018
|
|
|
|
|
/s/KPMG LLP
|
|
|
|
San Antonio, Texas
|
|
|
March 1, 2018
|
|
|
|
|
Year Ended December 31,
|
||||||
(in thousands, except per share amounts)
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
25,373
|
|
|
$
|
16,793
|
|
Accounts receivable, net
|
|
205,767
|
|
|
170,329
|
|
||
Inventories, net
|
|
155,568
|
|
|
135,760
|
|
||
Prepaid expenses
|
|
5,336
|
|
|
4,725
|
|
||
Income tax receivable
|
|
483
|
|
|
11
|
|
||
Total current assets
|
|
392,527
|
|
|
327,618
|
|
||
|
|
|
|
|
||||
Rental equipment, net
|
|
28,493
|
|
|
30,970
|
|
||
|
|
|
|
|
||||
Property, plant and equipment
|
|
202,293
|
|
|
180,041
|
|
||
Less: Accumulated depreciation
|
|
(125,629
|
)
|
|
(113,412
|
)
|
||
|
|
76,664
|
|
|
66,629
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
84,761
|
|
|
74,825
|
|
||
Intangible assets, net
|
|
52,872
|
|
|
50,038
|
|
||
Deferred income taxes
|
|
992
|
|
|
619
|
|
||
Other assets
|
|
3,362
|
|
|
2,077
|
|
||
Total assets
|
|
$
|
639,671
|
|
|
$
|
552,776
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
55,825
|
|
|
$
|
43,136
|
|
Income taxes payable
|
|
5,002
|
|
|
2,333
|
|
||
Accrued liabilities
|
|
40,454
|
|
|
33,158
|
|
||
Current maturities of long-term debt and capital lease obligations
|
|
82
|
|
|
73
|
|
||
Total current liabilities
|
|
101,363
|
|
|
78,700
|
|
||
|
|
|
|
|
||||
Long-term debt and capital lease obligation, net of current maturities
|
|
60,000
|
|
|
70,017
|
|
||
Long-term tax liability
|
|
12,316
|
|
|
—
|
|
||
Accrued pension liabilities
|
|
1,225
|
|
|
2,929
|
|
||
Other long-term liabilities
|
|
7,291
|
|
|
6,969
|
|
||
Deferred income taxes
|
|
8,368
|
|
|
6,444
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Common stock, $.10 par value, 20,000,000 shares authorized; 11,577,048 and 11,462,484 outstanding at December 31, 2017 and December 31, 2016, respect
ively
|
|
1,158
|
|
|
1,146
|
|
||
Additional paid-in capital
|
|
103,864
|
|
|
99,765
|
|
||
Treasury stock, at cost; 42,600 shares at December 31, 2017 and December 31, 2016
|
|
(426
|
)
|
|
(426
|
)
|
||
Retained earnings
|
|
374,678
|
|
|
334,988
|
|
||
Accumulated other comprehensive loss
|
|
(30,166
|
)
|
|
(47,756
|
)
|
||
Total stockholders’ equity
|
|
449,108
|
|
|
387,717
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
639,671
|
|
|
$
|
552,776
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Industrial
|
|
$
|
522,706
|
|
|
$
|
484,088
|
|
|
$
|
498,761
|
|
Agricultural
|
|
227,389
|
|
|
205,834
|
|
|
208,257
|
|
|||
European
|
|
162,285
|
|
|
154,826
|
|
|
172,559
|
|
|||
Total net sales
|
|
912,380
|
|
|
844,748
|
|
|
879,577
|
|
|||
Cost of sales
|
|
677,687
|
|
|
639,649
|
|
|
677,129
|
|
|||
Gross profit
|
|
234,693
|
|
|
205,099
|
|
|
202,448
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
145,955
|
|
|
137,479
|
|
|
135,920
|
|
|||
Income from operations
|
|
88,738
|
|
|
67,620
|
|
|
66,528
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(4,839
|
)
|
|
(5,914
|
)
|
|
(6,724
|
)
|
|||
Interest income
|
|
336
|
|
|
214
|
|
|
189
|
|
|||
Other income
|
|
(1,868
|
)
|
|
269
|
|
|
6,874
|
|
|||
Income before income taxes
|
|
82,367
|
|
|
62,189
|
|
|
66,867
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
38,052
|
|
|
22,144
|
|
|
23,658
|
|
|||
Net income
|
|
$
|
44,315
|
|
|
$
|
40,045
|
|
|
$
|
43,209
|
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
3.84
|
|
|
$
|
3.50
|
|
|
$
|
3.81
|
|
Diluted
|
|
$
|
3.79
|
|
|
$
|
3.46
|
|
|
$
|
3.76
|
|
Average common shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
11,549
|
|
|
11,434
|
|
|
11,349
|
|
|||
Diluted
|
|
11,682
|
|
|
11,565
|
|
|
11,482
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
44,315
|
|
|
$
|
40,045
|
|
|
$
|
43,209
|
|
||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustment
|
|
16,966
|
|
|
(13,156
|
)
|
|
(20,112
|
)
|
||||
|
Net gain (loss) on pension and other post-retirement benefits
|
|
987
|
|
|
2,369
|
|
|
544
|
|
||||
|
|
Other comprehensive income (loss) before income tax (benefit) expense
|
|
17,953
|
|
|
(10,787
|
)
|
|
(19,568
|
)
|
|||
|
|
Income tax (expense) benefit related to items of other comprehensive (loss) income
|
|
(363
|
)
|
|
(890
|
)
|
|
(152
|
)
|
|||
|
|
Other comprehensive income (loss)
|
|
$
|
17,590
|
|
|
$
|
(11,677
|
)
|
|
$
|
(19,720
|
)
|
Comprehensive income
|
|
$
|
61,905
|
|
|
$
|
28,368
|
|
|
$
|
23,489
|
|
|
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, 2014
|
11,264
|
|
$
|
1,130
|
|
$
|
93,849
|
|
$
|
(426
|
)
|
$
|
259,476
|
|
|
$
|
(16,359
|
)
|
|
$
|
337,670
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
43,209
|
|
|
—
|
|
|
43,209
|
|
||||||
Translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(20,112
|
)
|
|
(20,112
|
)
|
||||||
Net actuarial loss arising during period net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
392
|
|
|
392
|
|
||||||
Tax effect of exercised non-qualified stock options
|
—
|
|
—
|
|
(142
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
1,057
|
|
—
|
|
—
|
|
|
—
|
|
|
1,057
|
|
||||||
Exercise of stock options
|
86
|
|
9
|
|
2,014
|
|
—
|
|
—
|
|
|
—
|
|
|
2,023
|
|
||||||
Dividends paid ($0.32 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,628
|
)
|
|
—
|
|
|
(3,628
|
)
|
||||||
Balance at December 31, 2015
|
11,350
|
|
$
|
1,139
|
|
$
|
96,778
|
|
$
|
(426
|
)
|
$
|
299,057
|
|
|
$
|
(36,079
|
)
|
|
$
|
360,469
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
40,045
|
|
|
—
|
|
|
40,045
|
|
||||||
Translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(13,156
|
)
|
|
(13,156
|
)
|
||||||
Net actuarial gain arising during period net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,479
|
|
|
1,479
|
|
||||||
Tax effect of exercised non-qualified stock options
|
—
|
|
—
|
|
230
|
|
—
|
|
—
|
|
|
—
|
|
|
230
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
1,414
|
|
—
|
|
—
|
|
|
—
|
|
|
1,414
|
|
||||||
Exercise of stock options
|
70
|
|
7
|
|
1,362
|
|
—
|
|
—
|
|
|
—
|
|
|
1,369
|
|
||||||
Repurchased shares
|
—
|
|
—
|
|
(19
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||
Dividends paid ($0.36 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,114
|
)
|
|
—
|
|
|
(4,114
|
)
|
||||||
Balance at December 31, 2016
|
11,420
|
|
$
|
1,146
|
|
$
|
99,765
|
|
$
|
(426
|
)
|
$
|
334,988
|
|
|
$
|
(47,756
|
)
|
|
$
|
387,717
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
44,315
|
|
|
—
|
|
|
44,315
|
|
||||||
Translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
16,966
|
|
|
16,966
|
|
||||||
Net actuarial gain arising during period net of taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
624
|
|
|
624
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
1,869
|
|
—
|
|
—
|
|
|
—
|
|
|
1,869
|
|
||||||
Exercise of stock options
|
114
|
|
12
|
|
2,385
|
|
—
|
|
—
|
|
|
—
|
|
|
2,397
|
|
||||||
Repurchased shares
|
—
|
|
—
|
|
(166
|
)
|
—
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
||||||
Other
|
—
|
|
—
|
|
11
|
|
—
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends paid ($0.40 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,614
|
)
|
|
—
|
|
|
(4,614
|
)
|
||||||
Balance at December 31, 2017
|
11,534
|
|
$
|
1,158
|
|
$
|
103,864
|
|
$
|
(426
|
)
|
$
|
374,678
|
|
|
$
|
(30,166
|
)
|
|
$
|
449,108
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
44,315
|
|
|
$
|
40,045
|
|
|
$
|
43,209
|
|
Adjustments to reconcile net income to cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|||
Provision for doubtful accounts
|
187
|
|
|
482
|
|
|
965
|
|
|||
Depreciation - PP&E
|
11,616
|
|
|
11,267
|
|
|
11,381
|
|
|||
Depreciation - Rental
|
5,531
|
|
|
6,429
|
|
|
7,607
|
|
|||
Amortization of intangibles
|
3,317
|
|
|
3,104
|
|
|
3,113
|
|
|||
Amortization of debt issuance
|
203
|
|
|
213
|
|
|
214
|
|
|||
Stock-based compensation expense
|
1,869
|
|
|
1,414
|
|
|
1,057
|
|
|||
Provision for deferred income tax expense
|
1,328
|
|
|
2,620
|
|
|
2,804
|
|
|||
Gain on sale of property, plant and equipment
|
(341
|
)
|
|
(345
|
)
|
|
(4,046
|
)
|
|||
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(23,134
|
)
|
|
3,876
|
|
|
(9,657
|
)
|
|||
Inventories
|
142
|
|
|
12,340
|
|
|
9,759
|
|
|||
Rental equipment
|
(3,054
|
)
|
|
315
|
|
|
(11,699
|
)
|
|||
Prepaid expenses and other
|
2,845
|
|
|
(5,634
|
)
|
|
(3,521
|
)
|
|||
Trade accounts payable and accrued liabilities
|
11,688
|
|
|
(5,382
|
)
|
|
(1,708
|
)
|
|||
Income taxes payable
|
2,357
|
|
|
2,908
|
|
|
3,700
|
|
|||
Long term tax payable
|
12,478
|
|
|
—
|
|
|
—
|
|
|||
Other assets and liabilities, net
|
(543
|
)
|
|
2,132
|
|
|
(760
|
)
|
|||
Net cash provided by operating activities
|
70,804
|
|
|
75,784
|
|
|
52,418
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|||
Acquisitions, net of cash acquired
|
(38,553
|
)
|
|
(188
|
)
|
|
(3,465
|
)
|
|||
Purchase of property, plant and equipment
|
(13,490
|
)
|
|
(9,711
|
)
|
|
(15,479
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
767
|
|
|
1,293
|
|
|
4,246
|
|
|||
Purchase of patents
|
—
|
|
|
(50
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(51,276
|
)
|
|
(8,656
|
)
|
|
(14,698
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Borrowings on bank revolving credit facility
|
143,000
|
|
|
79,000
|
|
|
79,000
|
|
|||
Repayment on bank revolving credit facility
|
(153,000
|
)
|
|
(153,000
|
)
|
|
(125,000
|
)
|
|||
Principal payments on long-term debt and capital leases
|
(17
|
)
|
|
(38
|
)
|
|
(449
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
48
|
|
|
—
|
|
|||
Debt issuance cost
|
—
|
|
|
(593
|
)
|
|
—
|
|
|||
Dividends paid
|
(4,614
|
)
|
|
(4,114
|
)
|
|
(3,628
|
)
|
|||
Proceeds from exercise of stock options
|
2,397
|
|
|
1,369
|
|
|
2,023
|
|
|||
Common stock repurchased
|
(166
|
)
|
|
(19
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(12,400
|
)
|
|
(77,347
|
)
|
|
(48,054
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
1,452
|
|
|
90
|
|
|
(2,277
|
)
|
|||
Net change in cash and cash equivalents
|
8,580
|
|
|
(10,129
|
)
|
|
(12,611
|
)
|
|||
Cash and cash equivalents at beginning of the year
|
16,793
|
|
|
26,922
|
|
|
39,533
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
25,373
|
|
|
$
|
16,793
|
|
|
$
|
26,922
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
5,217
|
|
|
$
|
5,796
|
|
|
$
|
6,936
|
|
Income taxes
|
$
|
23,175
|
|
|
$
|
16,637
|
|
|
$
|
18,709
|
|
1.
|
The risk-free rate is based on the U.S. Treasury rate over the expected life of the option at the time of the grant.
|
2.
|
The dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of the grant.
|
3.
|
The expected volatility factors are based on the historical movement of the Company’s common stock price over the expected life of the option.
|
4.
|
The expected life is the average length of time in which officers, other employees, and non-employee directors are expected to exercise their options, and which are primarily based on historical experience.
|
|
|
December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|
|||
Risk-free interest rate
|
|
2.23
|
%
|
|
1.54
|
%
|
|
2.00
|
%
|
Dividend yield
|
|
0.5
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
Volatility factors
|
|
37.6
|
%
|
|
48.5
|
%
|
|
48.8
|
%
|
Weighted-average expected life
|
|
8.0 years
|
|
|
8.0 years
|
|
|
8.0 years
|
|
Cash
|
|
$
|
2,547
|
|
Accounts receivable
|
|
7,111
|
|
|
Inventory
|
|
15,471
|
|
|
Prepaid expenses
|
|
134
|
|
|
Property, plant & equipment
|
|
5,902
|
|
|
Intangible assets
|
|
5,875
|
|
|
Other assets
|
|
1,053
|
|
|
Other liabilities assumed
|
|
(4,735
|
)
|
|
|
|
|
||
Net assets assumed
|
|
$
|
33,358
|
|
|
|
|
||
Goodwill
|
|
7,741
|
|
|
Acquisition Price
|
|
$
|
41,099
|
|
(in thousands, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
44,315
|
|
|
$
|
40,045
|
|
|
$
|
43,209
|
|
|
|
|
|
|
|
||||||
Average common shares:
|
|
|
|
|
|
|
|
|
|||
Basic (weighted-average outstanding shares)
|
11,549
|
|
|
11,434
|
|
|
11,349
|
|
|||
Dilutive potential common shares from stock options
|
133
|
|
|
131
|
|
|
133
|
|
|||
Diluted (weighted-average outstanding shares)
|
11,682
|
|
|
11,565
|
|
|
11,482
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
3.84
|
|
|
$
|
3.50
|
|
|
$
|
3.81
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
3.79
|
|
|
$
|
3.46
|
|
|
$
|
3.76
|
|
(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
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reserve for sales discounts
|
$
|
13,488
|
|
|
$
|
82,724
|
|
|
|
$
|
166
|
|
|
|
$
|
(80,726
|
)
|
|
$
|
15,652
|
|
Reserve for inventory obsolescence
|
7,262
|
|
|
3,007
|
|
|
|
886
|
|
|
|
(4,223
|
)
|
|
6,932
|
|
|||||
Reserve for warranty
|
5,262
|
|
|
7,224
|
|
|
|
567
|
|
|
|
(7,718
|
)
|
|
5,335
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserve for sales discounts
|
$
|
15,094
|
|
|
$
|
77,126
|
|
|
|
$
|
(109
|
)
|
|
|
$
|
(78,623
|
)
|
|
$
|
13,488
|
|
Reserve for inventory obsolescence
|
9,675
|
|
|
2,041
|
|
|
|
295
|
|
|
|
(4,749
|
)
|
|
7,262
|
|
|||||
Reserve for warranty
|
5,566
|
|
|
7,867
|
|
|
|
(49
|
)
|
|
|
(8,122
|
)
|
|
5,262
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserve for sales discounts
|
$
|
15,999
|
|
|
$
|
78,304
|
|
|
|
$
|
(145
|
)
|
|
|
$
|
(79,064
|
)
|
|
$
|
15,094
|
|
Reserve for inventory obsolescence
|
7,601
|
|
|
5,209
|
|
|
|
(454
|
)
|
|
|
(2,681
|
)
|
|
9,675
|
|
|||||
Reserve for warranty
|
5,913
|
|
|
7,732
|
|
|
|
(325
|
)
|
|
|
(7,754
|
)
|
|
5,566
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Finished goods and parts
|
|
$
|
133,161
|
|
|
$
|
116,667
|
|
Work in process
|
|
10,243
|
|
|
9,431
|
|
||
Raw materials
|
|
12,164
|
|
|
9,662
|
|
||
Inventory, net
|
|
$
|
155,568
|
|
|
$
|
135,760
|
|
|
|
December 31,
|
|
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
|
Useful
Lives
|
||||
Land
|
|
$
|
9,920
|
|
|
$
|
9,063
|
|
|
|
Buildings and improvements
|
|
82,412
|
|
|
75,610
|
|
|
5-20 yrs.
|
||
Machinery and equipment
|
|
83,445
|
|
|
71,028
|
|
|
3-10 yrs.
|
||
Office furniture and equipment
|
|
8,153
|
|
|
7,165
|
|
|
3-7 yrs.
|
||
Computer software
|
|
12,500
|
|
|
11,889
|
|
|
3-7 yrs.
|
||
Transportation equipment
|
|
5,863
|
|
|
5,286
|
|
|
3 yrs.
|
||
Property, plant and equipment, at cost
|
|
202,293
|
|
|
180,041
|
|
|
|
||
Accumulated depreciation
|
|
(125,629
|
)
|
|
(113,412
|
)
|
|
|
||
Property, plant and equipment, net
|
|
$
|
76,664
|
|
|
$
|
66,629
|
|
|
|
|
Industrial
|
Agricultural
|
European
|
Consolidated
|
|||||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2014
|
|
$
|
57,320
|
|
|
|
$
|
695
|
|
|
|
$
|
17,676
|
|
|
|
$
|
75,691
|
|
Translation adjustment
|
|
(1,027
|
)
|
|
|
(710
|
)
|
|
|
(1,444
|
)
|
|
|
(3,181
|
)
|
||||
Goodwill acquired
|
|
—
|
|
|
|
2,999
|
|
|
|
—
|
|
|
|
2,999
|
|
||||
Balance at December 31, 2015
|
|
$
|
56,293
|
|
|
|
$
|
2,984
|
|
|
|
$
|
16,232
|
|
|
|
$
|
75,509
|
|
Translation adjustment
|
|
154
|
|
|
|
505
|
|
|
|
(1,343
|
)
|
|
|
(684
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
56,447
|
|
|
|
$
|
3,489
|
|
|
|
$
|
14,889
|
|
|
|
$
|
74,825
|
|
Translation adjustment
|
|
389
|
|
|
|
(27
|
)
|
|
|
1,833
|
|
|
|
2,195
|
|
||||
Goodwill acquired
|
|
4,846
|
|
|
|
2,895
|
|
|
|
—
|
|
|
|
7,741
|
|
||||
Balance at December 31, 2017
|
|
$
|
61,682
|
|
|
|
$
|
6,357
|
|
|
|
$
|
16,722
|
|
|
|
$
|
84,761
|
|
(in thousands)
|
Estimated Useful Lives
|
December 31,
2017 |
December 31, 2016
|
||||||||
Definite:
|
|
|
|
|
|
|
|
||||
Trade names and trademarks
|
25 years
|
|
$
|
25,574
|
|
|
|
$
|
21,914
|
|
|
Customer and dealer relationships
|
10-14 years
|
|
31,356
|
|
|
|
28,822
|
|
|
||
Patents and drawings
|
3-12 years
|
|
1,982
|
|
|
|
1,954
|
|
|
||
Total at cost
|
|
|
58,912
|
|
|
|
52,690
|
|
|
||
Less accumulated amortization
|
|
|
(11,540
|
)
|
|
|
(8,152
|
)
|
|
||
Total net
|
|
|
47,372
|
|
|
|
44,538
|
|
|
||
Indefinite:
|
|
|
|
|
|
|
|
||||
Trade names and trademarks
|
|
|
5,500
|
|
|
|
5,500
|
|
|
||
Total Intangible Assets
|
|
|
$
|
52,872
|
|
|
|
$
|
50,038
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Salaries, wages and bonuses
|
|
$
|
27,073
|
|
|
$
|
19,368
|
|
Warranty
|
|
5,335
|
|
|
5,262
|
|
||
State taxes
|
|
905
|
|
|
2,284
|
|
||
Other
|
|
7,141
|
|
|
6,244
|
|
||
Accrued Liabilities
|
|
$
|
40,454
|
|
|
$
|
33,158
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Bank revolving credit facility
|
|
$
|
60,000
|
|
|
$
|
70,000
|
|
Capital lease obligations
|
|
—
|
|
|
—
|
|
||
Other notes payable
|
|
82
|
|
|
90
|
|
||
Total debt
|
|
60,082
|
|
|
70,090
|
|
||
Less current maturities
|
|
82
|
|
|
73
|
|
||
Total long-term debt
|
|
$
|
60,000
|
|
|
$
|
70,017
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
61,329
|
|
|
$
|
44,446
|
|
|
$
|
52,313
|
|
Foreign
|
|
21,038
|
|
|
17,743
|
|
|
14,554
|
|
|||
|
|
$
|
82,367
|
|
|
$
|
62,189
|
|
|
$
|
66,867
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
26,713
|
|
|
$
|
11,958
|
|
|
$
|
13,293
|
|
Foreign
|
|
6,222
|
|
|
5,491
|
|
|
4,614
|
|
|||
State
|
|
3,789
|
|
|
2,075
|
|
|
2,947
|
|
|||
|
|
36,724
|
|
|
19,524
|
|
|
20,854
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Domestic
|
|
1,711
|
|
|
1,580
|
|
|
3,481
|
|
|||
Foreign
|
|
(155
|
)
|
|
934
|
|
|
(718
|
)
|
|||
State
|
|
(228
|
)
|
|
106
|
|
|
41
|
|
|||
|
|
1,328
|
|
|
2,620
|
|
|
2,804
|
|
|||
Total income taxes
|
|
$
|
38,052
|
|
|
$
|
22,144
|
|
|
$
|
23,658
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic statutory rate at 35%
|
|
$
|
28,828
|
|
|
$
|
21,766
|
|
|
$
|
23,403
|
|
Increase (reduction) from:
|
|
|
|
|
|
|
|
|
|
|||
Jurisdictional rate differences
|
|
(1,863
|
)
|
|
(1,936
|
)
|
|
(2,192
|
)
|
|||
Valuation allowance
|
|
308
|
|
|
1,731
|
|
|
797
|
|
|||
Stock based compensation
|
|
(778
|
)
|
|
275
|
|
|
257
|
|
|||
U.S. state taxes
|
|
2,463
|
|
|
1,295
|
|
|
1,942
|
|
|||
Domestic production deduction
|
|
(1,039
|
)
|
|
(618
|
)
|
|
(518
|
)
|
|||
R&D credit
|
|
(500
|
)
|
|
(329
|
)
|
|
(475
|
)
|
|||
Other, net
|
|
397
|
|
|
(40
|
)
|
|
444
|
|
|||
Provision for income taxes before tax reform
|
|
$
|
27,816
|
|
|
$
|
22,144
|
|
|
$
|
23,658
|
|
Effective tax rate
|
|
34
|
%
|
|
36
|
%
|
|
35
|
%
|
|||
|
|
|
|
|
|
|
||||||
Tax Reform:
|
|
|
|
|
|
|
||||||
Rate change of deferreds
|
|
(3,334
|
)
|
|
—
|
|
|
—
|
|
|||
Mandatory deemed repatriation expense
|
|
13,104
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
466
|
|
|
—
|
|
|
—
|
|
|||
Impact of tax reform
|
|
$
|
10,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Provision for income tax
|
|
$
|
38,052
|
|
|
$
|
22,144
|
|
|
$
|
23,658
|
|
Effective tax rate
|
|
46
|
%
|
|
36
|
%
|
|
35
|
%
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Inventory basis difference
|
|
$
|
571
|
|
|
$
|
1,568
|
|
Accounts receivable reserve
|
|
310
|
|
|
231
|
|
||
Rental equipment and Property, plant and equipment
|
|
4
|
|
|
—
|
|
||
Stock based compensation
|
|
549
|
|
|
937
|
|
||
Pension liability
|
|
2,859
|
|
|
3,947
|
|
||
Employee benefit accrual
|
|
2,193
|
|
|
1,481
|
|
||
Product liability and warranty reserves
|
|
1,211
|
|
|
1,600
|
|
||
Expenses not currently deductible for tax purposes
|
|
—
|
|
|
28
|
|
||
Foreign net operating loss
|
|
4,266
|
|
|
3,513
|
|
||
State net operating loss
|
|
286
|
|
|
102
|
|
||
Foreign tax credit
|
|
4,106
|
|
|
—
|
|
||
Other
|
|
216
|
|
|
94
|
|
||
|
|
|
|
|
||||
Total deferred income tax assets
|
|
$
|
16,571
|
|
|
$
|
13,501
|
|
Less: Valuation allowance
|
|
(8,519
|
)
|
|
(3,382
|
)
|
||
|
|
|
|
|
||||
Net deferred income tax assets
|
|
$
|
8,052
|
|
|
$
|
10,119
|
|
|
|
|
|
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
|
||
Inventory basis differences
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Rental equipment and Property, plant and equipment
|
|
(7,477
|
)
|
|
(5,289
|
)
|
||
Intangible assets
|
|
(7,064
|
)
|
|
(10,046
|
)
|
||
Expenses not currently deductible for tax purposes
|
|
(887
|
)
|
|
(593
|
)
|
||
|
|
|
|
|
|
|
||
Total deferred income tax liabilities
|
|
$
|
(15,428
|
)
|
|
$
|
(15,944
|
)
|
|
|
|
|
|
||||
Net deferred income taxes
|
|
$
|
(7,376
|
)
|
|
$
|
(5,825
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Balance as of beginning of year
|
|
$
|
235,000
|
|
|
$
|
301,000
|
|
Additions for tax positions related to the current year
|
|
62,000
|
|
|
51,000
|
|
||
Additions for tax positions related to prior years
|
|
—
|
|
|
—
|
|
||
Reduction due to lapse of statute of limitations
|
|
(63,000
|
)
|
|
(117,000
|
)
|
||
Balance as of end of year
|
|
$
|
234,000
|
|
|
$
|
235,000
|
|
|
2017
|
2016
|
2015
|
|||||||||||||||
|
Shares
|
|
Exercise
Price*
|
Shares
|
|
Exercise
Price*
|
Shares
|
|
Exercise
Price*
|
|||||||||
Options outstanding at beginning of year
|
220,820
|
|
|
$
|
37.39
|
|
254,195
|
|
|
$
|
34.64
|
|
301,800
|
|
|
$
|
30.73
|
|
Granted
|
10,750
|
|
|
83.99
|
|
21,000
|
|
|
54.87
|
|
29,500
|
|
|
53.95
|
|
|||
Exercised
|
(54,945
|
)
|
|
24.83
|
|
(43,775
|
)
|
|
26.59
|
|
(75,355
|
)
|
|
26.11
|
|
|||
Canceled
|
(3,750
|
)
|
|
54.57
|
|
(10,600
|
)
|
|
50.68
|
|
(1,750
|
)
|
|
53.61
|
|
|||
Options outstanding at end of year
|
172,875
|
|
|
43.91
|
|
220,820
|
|
|
37.39
|
|
254,195
|
|
|
34.64
|
|
|||
Options exercisable at end of year
|
111,875
|
|
|
$
|
36.44
|
|
136,220
|
|
|
$
|
29.66
|
|
143,345
|
|
|
$
|
25.69
|
|
Options available for grant at end of year
|
344,950
|
|
|
|
|
353,450
|
|
|
|
|
370,750
|
|
|
|
|
Qualified Stock Options
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
Shares
|
Remaining Contractual Life (yrs)*
|
Exercise Price*
|
|
Shares
|
|
Exercise Price*
|
||||||||
Range of Exercise Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
$11.45 - $22.55
|
12,575
|
|
|
0.79
|
|
$
|
17.78
|
|
|
12,575
|
|
|
$
|
17.78
|
|
$24.69 - $42.70
|
80,650
|
|
|
4.38
|
|
$
|
34.57
|
|
|
73,850
|
|
|
$
|
33.82
|
|
$49.44 - $83.99
|
79,650
|
|
|
7.50
|
|
$
|
57.48
|
|
|
25,450
|
|
|
$
|
53.27
|
|
Total
|
172,875
|
|
|
|
|
|
|
|
111,875
|
|
|
|
|
|
2017
|
2016
|
2015
|
Options available for grant at end of year
|
176,294
|
207,608
|
232,522
|
|
2017
|
2016
|
2015
|
|||||||||||||||
|
Shares
|
|
Exercise Price*
|
Shares
|
|
Exercise Price*
|
Shares
|
|
Exercise Price*
|
|||||||||
Options outstanding at beginning of year
|
112,400
|
|
|
$
|
34.48
|
|
127,300
|
|
|
$
|
32.05
|
|
132,100
|
|
|
$
|
31.30
|
|
Granted
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(45,400
|
)
|
|
22.73
|
|
(14,900
|
)
|
|
13.73
|
|
(4,800
|
)
|
|
11.45
|
|
|||
Canceled
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|||
Options outstanding at end of year
|
67,000
|
|
|
42.43
|
|
112,400
|
|
|
34.48
|
|
127,300
|
|
|
32.05
|
|
|||
Options exercisable at end of year
|
50,400
|
|
|
$
|
39.86
|
|
85,000
|
|
|
$
|
29.61
|
|
83,100
|
|
|
$
|
24.54
|
|
Non-Qualified Stock Options
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
Shares
|
Remaining Contractual Life (yrs)*
|
Exercise Price*
|
|
Shares
|
|
Exercise Price*
|
||||||||
Range of Exercise Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
$11.45 - $22.55
|
8,000
|
|
|
1.36
|
|
$
|
11.45
|
|
|
8,000
|
|
|
$
|
11.45
|
|
$24.69 - $42.70
|
30,000
|
|
|
5.02
|
|
39.99
|
|
|
25,000
|
|
|
39.45
|
|
||
$49.44 - $83.99
|
29,000
|
|
|
6.37
|
|
$
|
53.51
|
|
|
17,400
|
|
|
$
|
53.51
|
|
Total
|
67,000
|
|
|
|
|
|
|
|
50,400
|
|
|
|
|
|
2017
|
2016
|
2015
|
|||||||||||||||
|
Shares
|
|
Exercise Price*
|
Shares
|
|
Exercise Price*
|
Shares
|
|
Exercise Price*
|
|||||||||
Options outstanding at beginning of year
|
45,621
|
|
|
$
|
54.58
|
|
32,616
|
|
|
$
|
53.31
|
|
12,043
|
|
|
$
|
44.10
|
|
Granted
|
33,620
|
|
|
84.34
|
|
27,440
|
|
|
55.17
|
|
26,004
|
|
|
54.14
|
|
|||
Exercised
|
(16,189
|
)
|
|
56.03
|
|
(11,909
|
)
|
|
52.67
|
|
(5,431
|
)
|
|
36.85
|
|
|||
Canceled
|
—
|
|
|
—
|
|
(2,526
|
)
|
|
53.57
|
|
—
|
|
|
—
|
|
|||
Options outstanding at end of year
|
63,052
|
|
|
70.08
|
|
45,621
|
|
|
54.58
|
|
32,616
|
|
|
53.31
|
|
|
Year Ended December 31, 2017
|
|||||||||||||
(in thousands)
|
Hourly
Employees’ Pension Plan |
Employees’
Retirement
Plan
|
|
Total
|
||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|||
Benefit obligation at beginning of year
|
|
$
|
—
|
|
|
|
$
|
20,787
|
|
|
|
$
|
20,787
|
|
Service cost
|
|
—
|
|
|
|
4
|
|
|
|
4
|
|
|||
Interest cost
|
|
—
|
|
|
|
831
|
|
|
|
831
|
|
|||
Liability actuarial (gain) loss
|
|
—
|
|
|
|
866
|
|
|
|
866
|
|
|||
Benefits paid
|
|
—
|
|
|
|
(936
|
)
|
|
|
(936
|
)
|
|||
Benefit obligation at end of year
|
|
—
|
|
|
|
21,552
|
|
|
|
21,552
|
|
|||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
—
|
|
|
|
17,858
|
|
|
|
17,858
|
|
|||
Return on plan assets
|
|
—
|
|
|
|
2,505
|
|
|
|
2,505
|
|
|||
Employer contributions
|
|
—
|
|
|
|
900
|
|
|
|
900
|
|
|||
Benefits paid
|
|
—
|
|
|
|
(936
|
)
|
|
|
(936
|
)
|
|||
Fair value of plan assets at end of year
|
|
—
|
|
|
|
20,327
|
|
|
|
20,327
|
|
|||
Underfunded status - December 31, 2017
|
|
$
|
—
|
|
|
|
$
|
(1,225
|
)
|
|
|
$
|
(1,225
|
)
|
|
Year Ended December 31, 2016
|
|||||||||||||
(in thousands)
|
Hourly
Employees’
Pension Plan
|
Employees’
Retirement
Plan
|
|
Total
|
||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|||
Benefit obligation at beginning of year
|
|
$
|
9,649
|
|
|
|
$
|
20,561
|
|
|
|
$
|
30,210
|
|
Service cost
|
|
8
|
|
|
|
4
|
|
|
|
12
|
|
|||
Interest cost
|
|
401
|
|
|
|
886
|
|
|
|
1,287
|
|
|||
Liability actuarial (gain)
|
|
(148
|
)
|
|
|
204
|
|
|
|
56
|
|
|||
Benefits paid
|
|
(575
|
)
|
|
|
(868
|
)
|
|
|
(1,443
|
)
|
|||
Settlements
|
|
(9,335
|
)
|
|
|
—
|
|
|
|
(9,335
|
)
|
|||
Benefit obligation at end of year
|
|
—
|
|
|
|
20,787
|
|
|
|
20,787
|
|
|||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
9,019
|
|
|
|
16,692
|
|
|
|
25,711
|
|
|||
Return on plan assets
|
|
119
|
|
|
|
1,284
|
|
|
|
1,403
|
|
|||
Employer contributions
|
|
772
|
|
|
|
750
|
|
|
|
1,522
|
|
|||
Benefits paid
|
|
(575
|
)
|
|
|
(868
|
)
|
|
|
(1,443
|
)
|
|||
Settlements
|
|
(9,335
|
)
|
|
|
—
|
|
|
|
(9,335
|
)
|
|||
Fair value of plan assets at end of year
|
|
—
|
|
|
|
17,858
|
|
|
|
17,858
|
|
|||
Underfunded status - December 31, 2016
|
|
$
|
—
|
|
|
|
$
|
(2,929
|
)
|
|
|
$
|
(2,929
|
)
|
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
||
|
|
2017
|
2016
|
|
2017
|
2016
|
Discount rate
|
|
N/A
|
N/A
|
|
3.60%
|
4.10%
|
Composite rate of compensation increase
|
|
N/A
|
N/A
|
|
N/A
|
N/A
|
|
|
Hourly Employees’
Pension Plan
|
|
Employees’
Retirement Plan
|
||
|
|
2017
|
2016
|
|
2017
|
2016
|
Discount rate
|
|
N/A
|
4.30%
|
|
4.10%
|
4.40%
|
Long-term rate of return on plan assets
|
|
N/A
|
7.25%
|
|
7.25%
|
7.25%
|
Composite rate of compensation increase
|
|
N/A
|
N/A
|
|
N/A
|
N/A
|
|
Year Ended December 31, 2017
|
|||||||||||||
(in thousands)
|
Hourly Employees’
Pension Plan
|
Employees’
Retirement Plan
|
|
Total
|
||||||||||
Service cost
|
|
$
|
—
|
|
|
|
$
|
4
|
|
|
|
$
|
4
|
|
Interest cost
|
|
—
|
|
|
|
831
|
|
|
|
831
|
|
|||
Expected return on plan assets
|
|
—
|
|
|
|
(1,275
|
)
|
|
|
(1,275
|
)
|
|||
Amortization of net loss
|
|
—
|
|
|
|
433
|
|
|
|
433
|
|
|||
Net periodic benefit cost
|
|
$
|
—
|
|
|
|
$
|
(7
|
)
|
|
|
$
|
(7
|
)
|
|
Year Ended December 31, 2016
|
|||||||||||||
(in thousands)
|
Hourly Employees’
Pension Plan
|
Employees’
Retirement Plan
|
|
Total
|
||||||||||
Service cost
|
|
$
|
8
|
|
|
|
$
|
4
|
|
|
|
$
|
12
|
|
Interest cost
|
|
401
|
|
|
|
886
|
|
|
|
1,287
|
|
|||
Expected return on plan assets
|
|
(648
|
)
|
|
|
(1,196
|
)
|
|
|
(1,844
|
)
|
|||
Amortization of net loss
|
|
284
|
|
|
|
440
|
|
|
|
724
|
|
|||
Recognition of Settlement
|
|
2,889
|
|
|
|
—
|
|
|
|
2,889
|
|
|||
Net periodic benefit cost
|
|
$
|
2,934
|
|
|
|
$
|
134
|
|
|
|
$
|
3,068
|
|
|
|
Hourly Employees’
Pension Plan
|
|
Employees’ Retirement
Plan
|
||
|
|
2017
|
2016
|
|
2017
|
2016
|
Equity securities
|
|
—%
|
—%
|
|
55%
|
54%
|
Debt securities
|
|
—%
|
—%
|
|
38%
|
38%
|
Short-term investments
|
|
—%
|
—%
|
|
2%
|
3%
|
Other
|
|
—%
|
—%
|
|
5%
|
5%
|
Total
|
|
—%
|
—%
|
|
100%
|
100%
|
(in thousands) |
December 31, 2017
|
Quoted
Prices in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Mid Cap
|
|
$
|
1,321
|
|
|
|
$
|
1,321
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Large Cap
|
|
2,930
|
|
|
|
2,930
|
|
|
|
—
|
|
|
|
—
|
|
||||
|
International
|
|
2,300
|
|
|
|
2,300
|
|
|
|
—
|
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common/Collective Trusts:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Liability Driven Solution
|
|
2,845
|
|
|
|
—
|
|
|
|
2,845
|
|
|
|
—
|
|
||||
|
Wells Fargo BlackRock International Equity
|
|
859
|
|
|
|
—
|
|
|
|
859
|
|
|
|
—
|
|
||||
|
Wells Fargo Core Bond
|
|
1,416
|
|
|
|
—
|
|
|
|
1,416
|
|
|
|
—
|
|
||||
|
Wells Fargo/Causeway
|
|
861
|
|
|
|
—
|
|
|
|
861
|
|
|
|
—
|
|
||||
|
Wells Fargo BlackRock Large Cap Growth Index Fund
|
|
1,146
|
|
|
|
—
|
|
|
|
1,146
|
|
|
|
—
|
|
||||
|
Wells Fargo BlackRock Large Cap Value Index Fund
|
|
1,146
|
|
|
|
—
|
|
|
|
1,146
|
|
|
|
—
|
|
||||
|
Wells Fargo Multi-Manager Small Cap
|
|
1,387
|
|
|
|
—
|
|
|
|
1,387
|
|
|
|
—
|
|
||||
|
Wells Fargo Russell 2000 Index Fund
|
|
636
|
|
|
|
—
|
|
|
|
636
|
|
|
|
—
|
|
||||
|
Wells Fargo S&P Mid Cap Index Fund
|
|
715
|
|
|
|
—
|
|
|
|
715
|
|
|
|
—
|
|
||||
|
Wells Fargo/MFS Value CIT F
|
|
578
|
|
|
|
—
|
|
|
|
578
|
|
|
|
—
|
|
||||
|
Wells Fargo/T. Rowe Price I Large-Cap Growth Managed CIT
|
|
577
|
|
|
|
—
|
|
|
|
577
|
|
|
|
—
|
|
||||
|
Wells Fargo/T. Rowe Price Equity Income
|
|
577
|
|
|
|
—
|
|
|
|
577
|
|
|
|
—
|
|
||||
|
Wells Fargo Voya Large Cap Growth CIT F
|
|
577
|
|
|
|
—
|
|
|
|
577
|
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash & Short-term Investments
|
|
456
|
|
|
|
456
|
|
|
|
—
|
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
20,327
|
|
|
|
$
|
7,007
|
|
|
|
$
|
13,320
|
|
|
|
$
|
—
|
|
(in thousands) |
December 31, 2016
|
Quoted
Prices in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Mid Cap
|
|
$
|
680
|
|
|
|
$
|
680
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Large Cap
|
|
3,553
|
|
|
|
3,553
|
|
|
|
—
|
|
|
|
—
|
|
||||
|
International
|
|
2,010
|
|
|
|
2,010
|
|
|
|
—
|
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common/Collective Trusts:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Liability Driven Solution
|
|
2,522
|
|
|
|
—
|
|
|
|
2,522
|
|
|
|
—
|
|
||||
|
Wells Fargo BlackRock International Equity
|
|
727
|
|
|
|
—
|
|
|
|
727
|
|
|
|
—
|
|
||||
|
Wells Fargo Core Bond
|
|
1,254
|
|
|
|
—
|
|
|
|
1,254
|
|
|
|
—
|
|
||||
|
Wells Fargo/Causeway
|
|
741
|
|
|
|
—
|
|
|
|
741
|
|
|
|
—
|
|
||||
|
Wells Fargo BlackRock Large Cap Growth Index Fund
|
|
1,009
|
|
|
|
—
|
|
|
|
1,009
|
|
|
|
—
|
|
||||
|
Wells Fargo BlackRock Large Cap Value Index Fund
|
|
1,006
|
|
|
|
—
|
|
|
|
1,006
|
|
|
|
—
|
|
||||
|
Wells Fargo Multi-Manager Small Cap
|
|
1,189
|
|
|
|
—
|
|
|
|
1,189
|
|
|
|
—
|
|
||||
|
Wells Fargo Russell 2000 Index Fund
|
|
560
|
|
|
|
—
|
|
|
|
560
|
|
|
|
—
|
|
||||
|
Wells Fargo S&P Mid Cap Index Fund
|
|
630
|
|
|
|
—
|
|
|
|
630
|
|
|
|
—
|
|
||||
|
Wells Fargo/MFS Value CIT F
|
|
501
|
|
|
|
—
|
|
|
|
501
|
|
|
|
—
|
|
||||
|
Wells Fargo/T. Rowe Price I Large-Cap Growth Managed CIT
|
|
505
|
|
|
|
—
|
|
|
|
505
|
|
|
|
—
|
|
||||
|
T. Rowe Price Equity Income
|
|
504
|
|
|
|
—
|
|
|
|
504
|
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash & Short-term Investments
|
|
467
|
|
|
|
467
|
|
|
|
—
|
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
17,858
|
|
|
|
$
|
6,710
|
|
|
|
$
|
11,148
|
|
|
|
$
|
—
|
|
(in thousands)
|
Employees’
Retirement Plan
|
||||
2018
|
|
$
|
1,125
|
|
|
2019
|
|
1,146
|
|
|
|
2020
|
|
1,160
|
|
|
|
2021
|
|
1,220
|
|
|
|
2022
|
|
1,253
|
|
|
|
Years 2023 through 2027
|
|
6,348
|
|
|
|
|
Year Ended December 31,
|
|
|||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Benefit obligation at January 1,
|
|
$
|
5,387
|
|
|
$
|
3,962
|
|
Service cost
|
|
198
|
|
|
176
|
|
||
Interest cost
|
|
204
|
|
|
175
|
|
||
Liability actuarial loss (gain)
|
|
247
|
|
|
183
|
|
||
Benefits paid
|
|
(91
|
)
|
|
(67
|
)
|
||
Plan amendments
|
|
—
|
|
|
958
|
|
||
Benefit obligation at December 31,
|
|
$
|
5,945
|
|
|
$
|
5,387
|
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Service cost
|
|
$
|
198
|
|
|
$
|
176
|
|
Interest cost
|
|
204
|
|
|
175
|
|
||
Amortization of prior service cost
|
|
406
|
|
|
364
|
|
||
Net periodic benefit cost
|
|
$
|
808
|
|
|
$
|
715
|
|
|
|
2017
|
2016
|
Discount rate
|
|
3.45%
|
3.85%
|
Composite rate of compensation increase
|
|
3.00%
|
3.00%
|
|
|
2017
|
2016
|
Discount rate
|
|
3.85%
|
4.05%
|
Composite rate of compensation increase
|
|
3.00%
|
3.00%
|
Long-term rate of return on plan assets
|
|
N/A
|
N/A
|
2018
|
$
|
291
|
|
2019
|
294
|
|
|
2020
|
315
|
|
|
2021
|
317
|
|
|
2022
|
366
|
|
|
Years 2023 through 2027
|
2,355
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net Revenue
|
|
|
|
|
|
||||||
Industrial
|
$
|
522,706
|
|
|
$
|
484,088
|
|
|
$
|
498,761
|
|
Agricultural
|
227,389
|
|
|
205,834
|
|
|
208,257
|
|
|||
European
|
162,285
|
|
|
154,826
|
|
|
172,559
|
|
|||
Consolidated
|
$
|
912,380
|
|
|
$
|
844,748
|
|
|
$
|
879,577
|
|
Income from Operations
|
|
|
|
|
|
|
|
|
|||
Industrial
|
$
|
51,914
|
|
|
$
|
35,984
|
|
|
$
|
42,194
|
|
Agricultural
|
24,059
|
|
|
20,720
|
|
|
17,295
|
|
|||
European
|
12,765
|
|
|
10,916
|
|
|
7,039
|
|
|||
Consolidated
|
$
|
88,738
|
|
|
$
|
67,620
|
|
|
$
|
66,528
|
|
(in thousands)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Goodwill
|
|
|
|
||||
Industrial
|
$
|
61,682
|
|
|
$
|
56,447
|
|
Agricultural
|
6,357
|
|
|
3,489
|
|
||
European
|
16,722
|
|
|
14,889
|
|
||
Consolidated
|
$
|
84,761
|
|
|
$
|
74,825
|
|
|
|
|
|
||||
Total Identifiable Assets
|
|
|
|
||||
Industrial
|
$
|
369,271
|
|
|
$
|
339,064
|
|
Agricultural
|
141,023
|
|
|
111,120
|
|
||
European
|
129,377
|
|
|
102,592
|
|
||
Consolidated
|
$
|
639,671
|
|
|
$
|
552,776
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
254,144
|
|
|
$
|
232,291
|
|
|
$
|
243,108
|
|
Income from operations
|
23,110
|
|
|
18,544
|
|
|
9,682
|
|
|||
Income before income taxes
|
22,476
|
|
|
18,720
|
|
|
15,840
|
|
|||
Identifiable assets
|
227,758
|
|
|
167,990
|
|
|
194,839
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Geographic net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
663,600
|
|
|
$
|
615,028
|
|
|
$
|
635,923
|
|
United Kingdom
|
44,416
|
|
|
45,184
|
|
|
59,621
|
|
|||
France
|
86,443
|
|
|
79,070
|
|
|
80,762
|
|
|||
Canada
|
52,332
|
|
|
48,357
|
|
|
44,388
|
|
|||
Australia
|
12,778
|
|
|
13,580
|
|
|
13,801
|
|
|||
Other
|
52,811
|
|
|
43,529
|
|
|
45,082
|
|
|||
Total net sales
|
$
|
912,380
|
|
|
$
|
844,748
|
|
|
$
|
879,577
|
|
Geographic location of long-lived assets:
|
|
|
|
|
|
|
|||||
United States
|
$
|
171,048
|
|
|
$
|
166,707
|
|
|
$
|
174,811
|
|
United Kingdom
|
18,948
|
|
|
16,254
|
|
|
20,338
|
|
|||
France
|
19,324
|
|
|
16,772
|
|
|
18,755
|
|
|||
Canada
|
24,302
|
|
|
19,435
|
|
|
21,466
|
|
|||
Australia
|
917
|
|
|
1,401
|
|
|
1,189
|
|
|||
Brazil
|
11,558
|
|
|
3,621
|
|
|
2,742
|
|
|||
Total long-lived assets
|
$
|
246,097
|
|
|
$
|
224,190
|
|
|
$
|
239,301
|
|
(in thousands)
|
|
Operating
Leases
|
||
2018
|
|
$
|
3,899
|
|
2019
|
|
2,787
|
|
|
2020
|
|
1,502
|
|
|
2021
|
|
724
|
|
|
2022
|
|
177
|
|
|
Thereafter
|
|
55
|
|
|
Total minimum lease payments
|
|
$
|
9,144
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||
|
First
|
Second
|
Third
|
Fourth
(1)
|
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||
Sales
|
$
|
215,389
|
|
$
|
213,276
|
|
$
|
240,455
|
|
$
|
243,260
|
|
|
$
|
210,971
|
|
$
|
211,489
|
|
$
|
216,766
|
|
$
|
205,522
|
|
Gross profit
|
54,164
|
|
54,679
|
|
64,939
|
|
60,911
|
|
|
50,277
|
|
52,178
|
|
54,711
|
|
47,933
|
|
||||||||
Net income
|
12,167
|
|
12,316
|
|
16,592
|
|
3,240
|
|
|
8,659
|
|
10,562
|
|
13,236
|
|
7,588
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
1.05
|
|
$
|
1.05
|
|
$
|
1.42
|
|
$
|
0.27
|
|
|
$
|
0.75
|
|
$
|
0.92
|
|
$
|
1.14
|
|
$
|
0.65
|
|
Average shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
11,620
|
|
11,671
|
|
11,708
|
|
11,727
|
|
|
11,507
|
|
11,550
|
|
11,595
|
|
11,608
|
|
||||||||
Dividends per share
|
$
|
0.10
|
|
$
|
0.10
|
|
$
|
0.10
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
$
|
0.09
|
|
$
|
0.09
|
|
$
|
0.09
|
|
Market price of
common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
79.50
|
|
$
|
92.67
|
|
$
|
107.69
|
|
$
|
119.50
|
|
|
$
|
61.82
|
|
$
|
66.01
|
|
$
|
68.04
|
|
$
|
78.91
|
|
Low
|
$
|
71.20
|
|
$
|
71.72
|
|
$
|
86.80
|
|
$
|
104.87
|
|
|
$
|
48.26
|
|
$
|
52.82
|
|
$
|
61.49
|
|
$
|
59.55
|
|
I.
|
Purposes
|
II.
|
Definitions
|
III.
|
Administration
|
(a)
|
to designate within the Applicable Period the Participants for a Performance Period;
|
(b)
|
to establish within the Applicable Period the performance goals and targets and other terms and conditions that are to apply to each Participant’s Award;
|
(c)
|
to determine and confirm prior to the payment with respect to any Award that the performance goals for a Performance Period and other material terms applicable to the Award have been satisfied;
|
(d)
|
subject to Section 409A of the Code, to determine whether, and under what circumstances and subject to what terms, an Award is to be paid on a deferred basis, including whether such a deferred payment shall be made solely at the Committee’s discretion or whether a Participant may elect deferred payment; and
|
(e)
|
to adopt, revise, suspend, waive or repeal, when and as appropriate, in its sole and absolute discretion, such administrative rules, guidelines and procedures for the Plan as it deems necessary or advisable to implement the terms and conditions of the Plan.
|
(f)
|
The Committee, in its sole discretion, reserves the right to terminate the Plan and/or discontinue payments under the Plan at any time prior to payments being made. If a payment is made under the Plan and it is later determined, for any reason, that the amount of such payment was incorrect under the terms of the Plan, then, subject to the requirements of 409A of the Code, the Committee may take all actions reasonably necessary and appropriate to correct the amount of such payment, including, without limitation, adjusting the amount of future payments under the Plan, making corrective payments, and demanding the repayment of excess payments.
|
IV.
|
Performance Goals
|
|
Name
|
|
Jurisdiction
of Incorporation
|
|
Alamo Group (USA) Inc. (1)
|
|
Delaware
|
|
Alamo Group Europe Limited (1)
|
|
United Kingdom
|
|
Alamo Group (Canada) Inc. (1)
|
|
New Brunswick
|
|
Alamo Group Brazil I, Inc. (1)
|
|
Delaware
|
|
Alamo Group Brazil II, Inc. (1)
|
|
Delaware
|
|
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)
|
|
Texas
|
|
Alamo Group Services Inc.(2)
|
|
Delaware
|
|
Alamo Group Management Inc. (2)
|
|
Texas
|
|
Tenco Industries Inc. (2)
|
|
Delaware
|
|
Alamo Sales Corp. (2)
|
|
Delaware
|
|
RhinoAg, Inc. (2)
|
|
Delaware
|
|
Tiger Corporation (2)
|
|
Nevada
|
|
Howard P. Fairfield LLC (2)
|
|
Delaware
|
|
Super Products LLC (2)
|
|
Delaware
|
|
Wausau Equipment Company Inc. (2)
|
|
Delaware
|
|
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
|
|
Herschel Parts, Inc. (2)
|
|
Nevada
|
|
Old Dominion Brush Company, Inc. (2)
|
|
Delaware
|
|
ALG (HK) Limited (2)
|
|
Hong Kong
|
|
ALG (Beijing) Trading Co. Ltd. (9)
|
|
China
|
|
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. (4)
|
|
United Kingdom
|
|
Bomford & Evershed Ltd. (5)
|
|
United Kingdom
|
|
Bomford Turner Ltd. (5)
|
|
United Kingdom
|
|
Turner International (ENG) Ltd. (5)
|
|
United Kingdom
|
|
SMA Faucheux SAS (6)
|
|
France
|
|
Kellands Agricultural Ltd. (4)
|
|
United Kingdom
|
|
Forges Gorce SAS (6)
|
|
France
|
|
Rousseau SAS (6)
|
|
France
|
|
Rivard SAS (6)
|
|
France
|
|
R.P.M. Tech Inc. (7)
|
|
Alberta
|
|
Schulte Industries Ltd. (7)
|
|
New Brunswick
|
|
Tenco Inc. (7)
|
|
New Brunswick
|
|
Everest Equipment Co. (7)
|
|
Nova Scotia
|
|
Super Products Canada Inc. (7)
|
|
Alberta
|
|
Fieldquip PTY Ltd. (10)
|
|
Australia
|
|
Alamo Brasil Participacoes Ltda. (11)
|
|
Brazil
|
|
Herder Implementos e Maquinas Agricolas Ltda. (12)
|
|
Brazil
|
|
Santa Izabel Agro Industria Ltda. (12)
|
|
Brazil
|
(1
|
)
|
|
100% owned by Alamo Group Inc.
|
|
(2
|
)
|
|
100% owned by Alamo Group (USA) Inc.
|
|
(3
|
)
|
|
100% owned by Schwarze Industries, Inc.
|
|
(4
|
)
|
|
100% owned by Alamo Group (Europe) Limited
|
|
(5
|
)
|
|
100% owned by Alamo Manufacturing Services (UK) Limited
|
|
(6
|
)
|
|
100% owned by Alamo Group (FR) SAS
|
|
(7
|
)
|
|
100% owned by Alamo Group (Canada) Inc.
|
|
(8
|
)
|
|
100% owned by SMA SAS
|
|
(9
|
)
|
|
100% owned by ALG (HK) Limited
|
|
(10
|
)
|
|
100% owned by Schwarze Industries Australia PTY Ltd.
|
|
(11
|
)
|
|
90% owned by Alamo Group Brazil I, Inc.
10% owned by Alamo Group Brazil II, Inc.
|
|
(12
|
)
|
|
100% owned by Alamo Brasil Participacoes Ltda.
|
|
|
/s/KPMG LLP
|
San Antonio, Texas
|
|
March 1, 2018
|
|
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 Rules 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 1, 2018
|
/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 Rules 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 1, 2018
|
/s/Dan E. Malone
|
|
|
Dan E. Malone
Executive Vice President & Chief Financial 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 Rules 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 1, 2018
|
/s/Richard J. Wehrle
|
|
|
Richard J. Wehrle
Vice President & Corporate Controller
|
|
1.
|
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
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 1, 2018
|
/s/Ronald A. Robinson
|
|
|
Ronald A. Robinson
President & Chief Executive Officer
|
|
1.
|
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
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 1, 2018
|
/s/Dan E. Malone
|
|
|
Dan E. Malone
Executive Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
1.
|
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
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 1, 2018
|
/s/Richard J. Wehrle
|
|
|
Richard J. Wehrle
Vice President & Corporate Controller
|
|
|
(Principal Accounting Officer)
|
|