UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024
OR
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____
Commission file number 0-21220
(Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | |||||||||
Common Stock, par value $.10 per share | |||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At October 25, 2024, 12,060,141 shares of common stock, $.10 par value, of the registrant were outstanding.
1
Alamo Group Inc. and Subsidiaries
INDEX
PART I. | FINANCIAL INFORMATION | PAGE | |||||||||
Item 1. | Interim Condensed Consolidated Financial Statements (Unaudited) | ||||||||||
| September 30, 2024 and December 31, 2023 | |||||||||||
| Three and Nine Months Ended September 30, 2024 and September 30, 2023 | |||||||||||
| Three and Nine Months Ended September 30, 2024 and September 30, 2023 | |||||||||||
| Three and Nine Months Ended September 30, 2024 and September 30, 2023 | |||||||||||
| Nine Months Ended September 30, 2024 and September 30, 2023 | |||||||||||
Item 2. | |||||||||||
Item 3. | |||||||||||
Item 4. | |||||||||||
PART II. | |||||||||||
Item 1. | Legal Proceedings | ||||||||||
Item 1A. | Risk Factors | ||||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||
Item 3. | Defaults Upon Senior Securities | ||||||||||
Item 4. | Mine Safety Disclosures | ||||||||||
Item 5. | Other Information | ||||||||||
Item 6. | Exhibits | ||||||||||
2
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share amounts) | September 30, 2024 | December 31, 2023 | ||||||||||||||||||
| ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | $ | ||||||||||||||||||
Accounts receivable, net | ||||||||||||||||||||
Inventories, net | ||||||||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||||||
Income tax receivable | ||||||||||||||||||||
Total current assets | ||||||||||||||||||||
Rental equipment, net | ||||||||||||||||||||
Property, plant and equipment | ||||||||||||||||||||
Less: Accumulated depreciation | ( | ( | ||||||||||||||||||
Total property, plant and equipment, net | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Intangible assets, net | ||||||||||||||||||||
Deferred income taxes | ||||||||||||||||||||
Other non-current assets | ||||||||||||||||||||
Total assets | $ | $ | ||||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Trade accounts payable | $ | $ | ||||||||||||||||||
Income taxes payable | ||||||||||||||||||||
Accrued liabilities | ||||||||||||||||||||
Current maturities of long-term debt and finance lease obligations | ||||||||||||||||||||
Total current liabilities | ||||||||||||||||||||
Long-term debt and finance lease obligations, net of current maturities | ||||||||||||||||||||
Long-term tax liability | ||||||||||||||||||||
Other long-term liabilities | ||||||||||||||||||||
Deferred income taxes | ||||||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||||||
Common stock, $ | ||||||||||||||||||||
Additional paid-in-capital | ||||||||||||||||||||
Treasury stock, at cost; | ( | ( | ||||||||||||||||||
Retained earnings | ||||||||||||||||||||
Accumulated other comprehensive loss | ( | ( | ||||||||||||||||||
Total stockholders’ equity | ||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | $ | ||||||||||||||||||
See accompanying notes.
3
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
Vegetation Management | $ | $ | $ | $ | |||||||||||||||||||
Industrial Equipment | |||||||||||||||||||||||
| Total net sales | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Average common shares: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
| Dividends declared | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
4
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
Foreign currency translation adjustments, net of tax benefit and (expense) of $( | ( | ( | |||||||||||||||||||||
Recognition of deferred pension and other post-retirement benefits, net of tax expense of $( | |||||||||||||||||||||||
Unrealized loss on derivative instruments, net of tax benefit of $ | ( | ( | ( | ( | |||||||||||||||||||
Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
5
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| For nine months ended September 30, 2024 | |||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stock- holders’ Equity | ||||||||||||||||||
(in thousands) | Shares | Amount | |||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation transactions | ( | — | — | — | ( | ||||||||||||||||||
Dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation transactions | — | — | — | ||||||||||||||||||||
Dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation transactions | — | — | — | — | |||||||||||||||||||
Dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
See accompanying notes.
6
| For nine months ended September 30, 2023 | |||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stock- holders’ Equity | ||||||||||||||||||
| (in thousands) | Shares | Amount | |||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation transactions | — | — | — | ||||||||||||||||||||
Dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation transactions | — | — | — | ||||||||||||||||||||
Dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
| Other comprehensive income | — | — | — | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Stock-based compensation transactions | — | — | — | — | |||||||||||||||||||
Dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||
See accompanying notes.
7
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2024 | 2023 | |||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustment to reconcile net income to net cash provided by operating activities: | |||||||||||
Provision for doubtful accounts | |||||||||||
Depreciation - Property, plant and equipment | |||||||||||
Depreciation - Rental equipment | |||||||||||
Amortization of intangibles | |||||||||||
Amortization of debt issuance | |||||||||||
Stock-based compensation expense | |||||||||||
| Provision for deferred income tax | ( | ( | |||||||||
Gain on sale of property, plant and equipment | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | ( | ||||||||||
Inventories | ( | ||||||||||
Rental equipment | ( | ( | |||||||||
Prepaid expenses and other assets | ( | ||||||||||
Trade accounts payable and accrued liabilities | ( | ||||||||||
Income taxes payable | |||||||||||
| Long-term tax payable | ( | ( | |||||||||
Other assets and long-term liabilities, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities | |||||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Borrowings on bank revolving credit facility | |||||||||||
| Repayments on bank revolving credit facility | ( | ( | |||||||||
| Principal payments on long-term debt and finance leases | ( | ( | |||||||||
| Contingent consideration payment from acquisition | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Common stock repurchased | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of the year | |||||||||||
| Cash and cash equivalents at end of the period | $ | $ | |||||||||
| Cash paid during the period for: | |||||||||||
Interest | $ | $ | |||||||||
Income taxes | |||||||||||
See accompanying notes.
8
Alamo Group Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements - (Unaudited)
September 30, 2024
1. Basis of Financial Statement Presentation
General
The accompanying unaudited interim condensed consolidated financial statements of Alamo Group Inc. and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K").
Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. Upon adoption this ASU will result in incremental disclosures as required. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.
2. Business Combinations
On October 10, 2023, the Company acquired 100 % of the issued and outstanding equity capital of Royal Truck & Equipment, Inc. (“Royal Truck”). Royal Truck is a leading manufacturer of truck mounted highway attenuator trucks and other specialty trucks and equipment for the highway infrastructure and traffic control market. The primary reason for the Royal Truck acquisition was to acquire business operations in an adjacent market, highway safety and equipment, where the Company sees compelling future opportunities. The acquisition price was approximately $32 million. The Company completed its review of the valuation of the purchase price allocation for Royal Truck during the first quarter of 2024. The Company has included the operating results of Royal Truck in its consolidated financial statements since the date of acquisition, these results are considered immaterial.
3. Accounts Receivable
Accounts receivable is shown net of sales discounts and the allowance for credit losses.
9
4. Inventories
Inventories are stated at the lower of cost or net realizable value. Net inventories consist of the following:
(in thousands) | September 30, 2024 | December 31, 2023 | ||||||||||||||||||
| Finished goods | $ | $ | ||||||||||||||||||
| Work in process | ||||||||||||||||||||
| Raw materials | ||||||||||||||||||||
| Inventories, net | $ | $ | ||||||||||||||||||
Inventory obsolescence reserves were $8.1 million at September 30, 2024 and $9.0 million at December 31, 2023.
5. Rental Equipment
Rental equipment is shown net of accumulated depreciation of $23.7 million and $24.7 million at September 30, 2024 and December 31, 2023, respectively. The Company recognized depreciation expense of $2.4 million and $2.2 million for the three months ended September 30, 2024 and 2023, respectively, and $7.3 million and $6.5 million for the nine months ended September 30, 2024 and 2023, respectively.
6. Fair Value Measurements
Derivative Instruments and Hedging Activities
The Company records all derivatives in accordance with ASC 815, Derivatives and Hedging, which requires derivative instruments to be reported on the condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company is exposed to market risk such as changes in foreign currencies and interest rates. The Company does not hold or issue derivative financial instruments for trading purposes.
The Company may periodically utilize derivative instruments such as foreign currency or interest rate swaps in the normal course of business to partially offset exposure. The related gains and losses are reported as a component of accumulated other comprehensive loss ("AOCL") in the condensed consolidated balance sheets.
The Company has two interest rate swap agreements outstanding as of September 30, 2024. The notional amount of the Company’s outstanding swap agreements is $275.1 million. The fair value of the Company’s derivative liabilities is $3.7 million as of September 30, 2024 compared to $1.0 million as of December 31, 2023. In the condensed consolidated balance sheet, the fair value of the interest rate swaps is included in other long-term liabilities. The gains and losses are not material to the Company’s condensed consolidated financial statements for the periods presented.
10
7. Goodwill and Intangible Assets
The following is the summary of changes to the Company's Goodwill for the nine months ended September 30, 2024:
| (in thousands) | Vegetation Management | Industrial Equipment | Consolidated | |||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | |||||||||||||||||||||||
| Translation adjustment | ( | |||||||||||||||||||||||||
| Goodwill adjustment | ( | ( | ||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | |||||||||||||||||||||||
The following is a summary of the Company's definite and indefinite-lived intangible assets net of the accumulated amortization:
(in thousands) | Estimated Useful Lives | September 30, 2024 | December 31, 2023 | |||||||||||||||||
Definite: | ||||||||||||||||||||
| Trade names and trademarks | $ | $ | ||||||||||||||||||
| Customer and dealer relationships | ||||||||||||||||||||
| Patents and drawings | ||||||||||||||||||||
| Favorable leasehold interests | ||||||||||||||||||||
| Noncompetition agreements | ||||||||||||||||||||
| Total at cost | ||||||||||||||||||||
| Less accumulated amortization | ( | ( | ||||||||||||||||||
| Total net | ||||||||||||||||||||
| Indefinite: | ||||||||||||||||||||
| Trade names and trademarks | ||||||||||||||||||||
| Total Intangible Assets | $ | $ | ||||||||||||||||||
The Company recognized amortization expense of $4.1 million and $3.8 million for the three months ended September 30, 2024 and 2023, respectively and $12.2 million and $11.5 million for the nine months ended September 30, 2024 and 2023, respectively.
8. Leases
The Company leases office space and equipment under various operating and finance leases, which generally are expected to be renewed or replaced by other leases. The finance leases currently held are considered immaterial. The components of lease cost were as follows:
| Components of Lease Cost | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating lease cost | ||||||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
Rent expense for the three and nine months ended September 30, 2024 and 2023 was immaterial.
11
Maturities of operating lease liabilities were as follows:
| Future Minimum Lease Payments | |||||||||||||||||||||||
| (in thousands) | September 30, 2024 | December 31, 2023 | |||||||||||||||||||||
| 2024 | $ | * | $ | ||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||
| Total minimum lease payments | $ | $ | |||||||||||||||||||||
| Less imputed interest | ( | ( | |||||||||||||||||||||
| Total operating lease liabilities | $ | $ | |||||||||||||||||||||
*Period ended September 30, 2024 represents the remaining three months of 2024. | |||||||||||||||||||||||
Future Lease Commencements
As of September 30, 2024, there are no additional operating leases that have not yet commenced.
Supplemental balance sheet information related to leases was as follows:
| Operating Leases | |||||||||||||||||||||||
| (in thousands) | September 30, 2024 | December 31, 2023 | |||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| Total operating lease liabilities | $ | $ | |||||||||||||||||||||
| Weighted Average Remaining Lease Term | |||||||||||||||||||||||
| Weighted Average Discount Rate | % | % | |||||||||||||||||||||
Supplemental cash flow information related to leases was as follows:
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
12
9. Debt
The components of long-term debt are as follows:
| (in thousands) | September 30, 2024 | December 31, 2023 | ||||||||||||||||||
| Current Maturities: | ||||||||||||||||||||
| Finance lease obligations | $ | $ | ||||||||||||||||||
| Term debt | ||||||||||||||||||||
| Long-term debt: | ||||||||||||||||||||
Finance lease obligations | ||||||||||||||||||||
| Term debt, net | ||||||||||||||||||||
| Bank revolving credit facility | ||||||||||||||||||||
| Total Long-term debt | ||||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||
10. Common Stock and Dividends
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Dividends declared | $ | $ | $ | $ | |||||||||||||||||||
| Dividends paid | $ | $ | $ | $ | |||||||||||||||||||
On October 1, 2024, the Company announced that its Board of Directors had declared a quarterly cash dividend of $0.26
11. Earnings Per Share
The following table sets forth the reconciliation from basic to diluted average common shares and the calculations of net income per common share. Net income for basic and diluted calculations do not differ.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(In thousands, except per share) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Average Common Shares: | |||||||||||||||||||||||
Basic (weighted-average outstanding shares) | |||||||||||||||||||||||
Dilutive potential common shares from stock options | |||||||||||||||||||||||
Diluted (weighted-average outstanding shares) | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
13
12. Revenue and Segment Information
Revenues from Contracts with Customers
Disaggregation of revenue is presented in the tables below by product type and by geographical location. Management has determined that this level of disaggregation would be beneficial to users of the financial statements.
| Revenue by Product Type | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
Wholegoods | $ | $ | $ | $ | |||||||||||||||||||
Parts | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
Other includes rental sales, extended warranty sales and service sales as they are considered immaterial.
| Revenue by Geographical Location | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
United States | $ | $ | $ | $ | |||||||||||||||||||
Canada | |||||||||||||||||||||||
France | |||||||||||||||||||||||
United Kingdom | |||||||||||||||||||||||
Brazil | |||||||||||||||||||||||
| Netherlands | |||||||||||||||||||||||
Australia | |||||||||||||||||||||||
| Germany | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
Net sales are attributed to countries based on the location of the customer.
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Segment Information
The following includes a summary of the unaudited financial information by reporting segment at September 30, 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
Vegetation Management | $ | $ | $ | $ | |||||||||||||||||||
Industrial Equipment | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
| Income from Operations | |||||||||||||||||||||||
Vegetation Management | $ | $ | $ | $ | |||||||||||||||||||
Industrial Equipment | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
(in thousands) | September 30, 2024 | December 31, 2023 | |||||||||
| Goodwill | |||||||||||
Vegetation Management | $ | $ | |||||||||
Industrial Equipment | |||||||||||
| Consolidated | $ | $ | |||||||||
| Total Identifiable Assets | |||||||||||
Vegetation Management | $ | $ | |||||||||
Industrial Equipment | |||||||||||
| Consolidated | $ | $ | |||||||||
13. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of tax, were as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Defined Benefit Plans Items | Gains (Losses) on Cash Flow Hedges | Total | Foreign Currency Translation Adjustment | Defined Benefit Plans Items | Gains (Losses) on Cash Flow Hedges | Total | |||||||||||||||||||||
| Balance as of beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance as of end of period | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||
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| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Defined Benefit Plans Items | Gains (Losses) on Cash Flow Hedges | Total | Foreign Currency Translation Adjustment | Defined Benefit Plans Items | Gains (Losses) on Cash Flow Hedges | Total | |||||||||||||||||||||
| Balance as of beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Balance as of end of period | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following tables set forth, for the periods indicated, certain financial data:
As a Percent of Net Sales | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Vegetation Management | 47.4 | % | 58.8 | % | 50.3 | % | 60.1 | % | |||||||||||||||
| Industrial Equipment | 52.6 | % | 41.2 | % | 49.7 | % | 39.9 | % | |||||||||||||||
Total sales, net | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
Cost Trends and Profit Margin, as Percentages of Net Sales | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Gross profit | 25.1 | % | 27.2 | % | 25.8 | % | 27.1 | % | |||||||||||||||
| Income from operations | 10.0 | % | 11.9 | % | 10.5 | % | 12.0 | % | |||||||||||||||
| Income before income taxes | 8.9 | % | 10.4 | % | 9.3 | % | 10.6 | % | |||||||||||||||
| Net income | 6.8 | % | 8.3 | % | 7.1 | % | 8.2 | % | |||||||||||||||
Overview
This report contains forward-looking statements that are based on Alamo Group’s current expectations. Actual results in future periods may differ materially from those expressed or implied because of a number of risks and uncertainties which are discussed below and in the Forward-Looking Information section. Unless the context otherwise requires, the terms the "Company", "we", "our" and "us" means Alamo Group Inc.
We experienced strong demand for industrial equipment during the first nine months of 2024 while demand for forestry, tree care, and agricultural mowing products has weakened as was reflected in our sales growth. Gross profit margins declined slightly due to weaker Vegetation Management Division sales that slowed our production cadence and adversely impacted production efficiency.
For the first nine months of 2024, the Company's net sales decreased by 2% and net income decreased by 16% compared to the same period in 2023. The decrease in net sales was primarily driven by weakened product demand in the Vegetation Management Division. Additionally, the sale of Herschel Parts on August 16, 2024 had a negative impact to year-on-year sales, albeit immaterial on a year-to-date basis. These challenges were nearly offset by strong sales growth in the Industrial Equipment Division. The decrease in net income was largely driven by the decrease in Vegetation Management product demand, which impacted production efficiency, and the
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associated separation costs to reduce division capacity. Additionally, nonrecurring costs associated with the labor strike at Gradall Industries negatively impacted the Industrial Equipment Division in the second quarter of 2024.
The Company's Vegetation Management Division experienced an 18% decrease in sales for the first nine months of 2024 compared to the first nine months of 2023 that was driven by steep decline in the forestry, tree care and agricultural mowing markets. The Division's backlog has declined 52% compared to the same period in 2023, primarily driven by softness in incoming forestry and agricultural mowing orders. As a result, the Division's income from operations for the first nine months of 2024 declined 51% versus the same period in 2023. The Company is executing cost savings initiatives aimed to adjust to the market conditions and improve operational efficiency.
The Company's Industrial Equipment Division sales increased in the first nine months of 2024 by 22% as compared to the first nine months of 2023. Industrial Equipment sales were strong in all product lines with excavators, vacuum trucks, sweepers & safety, and snow removal contributing to year over year growth. The Division's income from operations for the first nine months of 2024 was up 58% versus the same period in 2023, due to the increased demand combined with a significant improvement in supply chain performance and truck chassis availability.
Consolidated income from operations was $130.4 million in the first nine months of 2024 compared to $153.2 million in the first nine months of 2023, a decrease of 15%. The Company's backlog of $728.8 million at the end of the first nine months of 2024 is down 18% versus a backlog of $890.9 million at the end of the first nine months of 2023.
While the supply chain performance has broadly improved, we continue to experience shortages of certain components that could impact performance. In addition, the Company may also be negatively affected by several other factors such as weakness in the overall U.S. or world-wide economy, further increases in interest rates, savings related to cost saving actions being diminished by declining revenue, changes in tariff regulations and the imposition of new tariffs, ongoing trade disputes, a deterioration of our supply chain, changes in U.S. fiscal policy such as changes in the federal tax rate, significant changes in currency exchange rates, negative economic impacts resulting from geopolitical events such as the ongoing wars in Ukraine and the Middle East, changes in trade policy, increased levels of government regulations, weakness in the agricultural sector, acquisition integration issues, budget constraints or revenue shortfalls in governmental entities, and other risks and uncertainties as described in the “Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K").
Results of Operations
Three Months Ended September 30, 2024 vs. Three Months Ended September 30, 2023
Net sales for the third quarter of 2024 were $401.3 million, a decrease of $18.3 million or 4% compared to $419.6 million for the third quarter of 2023. Net sales during the third quarter of 2024 declined due to weaker market demand in forestry, tree care, and agricultural mowing partially offset by continued strong demand for Industrial Equipment.
Net Vegetation Management sales decreased by $56.8 million or 23% to $190.1 million for the third quarter of 2024 compared to $246.9 million during the same period in 2023. The decrease was due to sustained weakness in forestry, tree care, and agricultural mowing markets. The sale of Herschel Parts on August 16, 2024 was immaterial to the year over year sales decrease.
Net Industrial Equipment sales were $211.2 million in the third quarter of 2024 compared to $172.7 million for the same period in 2023, an increase of $38.5 million or 22%. The increase was due to solid results in all product lines, particularly sweepers & safety, vacuum trucks, and snow contributing the most to year over year growth.
Gross profit for the third quarter of 2024 was $100.9 million (25% of net sales) compared to $114.1 million (27% of net sales) during the same period in 2023, a decrease of $13.2 million. The decrease in gross profit during the third quarter of 2024 compared to the third quarter of 2023 was primarily attributable to the decline in Vegetation Management market demand. Profitability in the quarter also decreased due to production inefficiencies, under-
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absorption, and the impact of continued separation costs to reduce capacity in Vegetation Management. Cost savings actions taken in the second quarter 2024 were offset by continued revenue decline.
Selling, general and administrative expenses (“SG&A”) were $56.7 million (14% of net sales) during the third quarter of 2024 compared to $60.6 million (14% of net sales) during the same period of 2023, a decrease of $3.9 million. The decrease in SG&A expense in the third quarter of 2024 compared to the third quarter of 2023 is attributable to labor cost savings actions taken in Vegetation Management partially offset by additional cost from the Royal Truck acquisition. Labor cost inflation has been more than offset by cost savings actions. Amortization expense in the third quarter of 2024 was $4.1 million compared to $3.8 million in the same period in 2023, an increase due to the Royal Truck acquisition.
Interest expense was $4.9 million for the third quarter of 2024 compared to $6.7 million during the same period in 2023. The decrease in interest expense in the third quarter of 2024 was mainly due to debt reduction and slightly lower interest rates compared to the third quarter of 2023.
Other income (expense), net was less than $0.1 million of expense for the third quarter of 2024 compared to $0.1 million of income during the same period in 2023. The decline was primarily a result of unfavorable currency exchange rates in the third quarter of 2024 nearly offset by the gain on sale of Herschel Parts.
Provision for income taxes was $8.3 million (23% of income before income tax) in the third quarter of 2024 compared to $8.6 million (20% of income before income tax) during the same period in 2023. The increase in tax rate for the third quarter of 2024 was largely a result of a return to provision adjustment driven by higher research and development and foreign tax credits recognized in the same period in 2023.
The Company’s net income after tax was $27.4 million or $2.28 per share on a diluted basis for the third quarter of 2024 compared to $34.9 million or $2.91 per share on a diluted basis for the third quarter of 2023. The decrease of $7.5 million resulted from the factors described above.
Nine Months Ended September 30, 2024 vs. Nine Months Ended September 30, 2023
Net sales for the first nine months of 2024 were $1,243.2 million, a decrease of $28.9 million or 2% compared to $1,272.1 million for the first nine months of 2023. The decrease in net sales during the first nine months of 2024 is a result of steep decline in market demand in forestry, tree care, and agricultural mowing partially offset by continued strong demand for Industrial Equipment.
Net Vegetation Management sales decreased during the first nine months by $139.3 million or 18% to $625.4 million for 2024 compared to $764.7 million during the same period in 2023. The decrease was due to weaker demand for forestry, tree care, and agricultural mowing markets. The sale of Herschel Parts on August 16, 2024 was immaterial to the year over year sales decrease.
Net Industrial Equipment sales were $617.8 million during the first nine months of 2024 compared to $507.4 million for the same period in 2023, an increase of $110.4 million or 22%. The increase in sales for the first nine months of 2024 compared to the first nine months of 2023 was mainly due to the continued strong demand across the division in excavators, vacuum trucks, sweepers & safety, and snow removal.
Gross profit for the first nine months of 2024 was $320.7 million (26% of net sales) compared to $344.7 million (27% of net sales) during the same period in 2023, a decrease of $24.0 million. The decrease in gross profit was mainly attributable to lower sales volume and production inefficiencies in Vegetation Management. Profitability in the first nine months of 2024 also decreased due to the five-week strike at Gradall in Ohio, which negatively affected the Industrial Equipment Division, and separation costs incurred in the Vegetation Management Division. Cost savings actions taken in the second quarter 2024 were offset by continued revenue decline.
SG&A expenses were $178.2 million (14% of net sales) during the first nine months of 2024 compared to $180.1 million (14% of net sales) during the same period of 2023, a decrease of $1.9 million. The decrease in SG&A expense in the first nine months of 2024 compared to the first nine months of 2023 is attributable to labor cost savings actions taken in Vegetation Management partially offset by additional cost from the Royal Truck acquisition. Labor cost inflation has been offset by cost savings actions. Amortization expense in the first nine months of 2024 was $12.2 million compared to $11.5 million in the same period in 2023, an increase of $0.7 million.
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Interest expense was $17.1 million for the first nine months of 2024 compared to $19.5 million during the same period in 2023, a decrease of $2.4 million. The decrease in interest expense in the first nine months of 2024 was mainly due to debt reduction.
Other income (expense), net was less than $0.1 million of income during the first nine months of 2024 compared to less than $0.1 million of income in the first nine months of 2023.
Provision for income taxes was $27.3 million (24% of income before income taxes) in the first nine months of 2024 compared to $30.2 million (22% of income before income taxes) during the same period in 2023. The increase in tax rate for 2024 was largely a result of a return to provision adjustment driven by higher research and development and foreign tax credits recognized in 2023.
The Company's net income after tax was $87.8 million or $7.30 per share on a diluted basis for the first nine months of 2024 compared to $104.6 million or $8.73 per share on a diluted basis for the first nine months of 2023. The decrease of $16.8 million resulted from the factors described above.
Liquidity and Capital Resources
In addition to normal operating expenses, the Company has ongoing cash requirements which are necessary to operate the business, including inventory purchases and capital expenditures. The Company’s accounts receivable, inventory and accounts payable levels, particularly in its Vegetation Management Division, build in the first quarter and early spring and, to a lesser extent, in the fourth quarter in anticipation of the spring and fall selling seasons. Accounts receivable historically build in the first and fourth quarters of each year as a result of pre-season sales and year-round sales programs. These sales, primarily in the Vegetation Management Division, help balance the Company’s production during the first and fourth quarters.
As of September 30, 2024, the Company had working capital of $667.6 million which represents an increase of $77.6 million from working capital of $590.0 million at December 31, 2023. The increase in working capital was primarily a result of cash and cash equivalents.
Capital expenditures were $19.0 million for the first nine months of 2024, compared to $27.1 million during the first nine months of 2023. The Company expects a capital expenditure level of approximately $30.0 million to $35.0 million for the full year of 2024. The Company will fund any future expenditures from operating cash flows or through our revolving credit facility, described below.
Net cash used for investing activities was $16.1 million during the first nine months of 2024 compared to $24.0 million during the first nine months of 2023.
Net cash used in financing activities was $25.4 million and net cash provided by financing activities was $14.3 million during the nine month periods ended September 30, 2024 and September 30, 2023, respectively. Lower net cash provided by financing activities for the first nine months of 2024 relates to increased repayments on the Company's credit facility.
The Company had $130.8 million in cash and cash equivalents held by its foreign subsidiaries as of September 30, 2024. The majority of these funds are at our European and Canadian facilities. The Company will continue to repatriate European and Canadian cash and cash equivalents in excess of amounts needed to fund operating and investing activities in these locations, and will monitor exchange rates to determine the appropriate timing of such repatriation given the current relative value of the U.S. dollar. Repatriated funds will initially be used to reduce funded debt levels under the Company's current credit facility and subsequently used to fund working capital, capital investments and acquisitions company-wide.
On October 28, 2022, the Company, as Borrower, and each of its domestic subsidiaries as guarantors, entered into a Third Amended and Restated Credit Agreement (the “2022 Credit Agreement”) with Bank of America, N.A., as Administrative Agent. The 2022 Credit Agreement provides Borrower with the ability to request loans and other financial obligations in an aggregate amount of up to $655.0 million. Under the 2022 Credit Agreement, the Company has borrowed $255.0 million pursuant to a Term Facility, while up to $400.0 million is available to the Company pursuant to a Revolver Facility which terminates in 2027. The Term Facility requires the Company to make equal quarterly principal payments of $3.75 million over the term of the loan, with the final payment of any outstanding principal amount, plus interest, due at the end of the five year term. Borrowings under the 2022 Credit Agreement bear interest, at the Company’s option, at a Term Secured Overnight Financing Rate (“SOFR”) or a Base Rate (each as defined in the 2022 Credit Agreement), plus, in each case, an applicable margin. The applicable
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margin ranges from 1.25% to 2.50% for Term SOFR borrowings and from .25% to 1.50% for Base Rate borrowings with the margin percentage based upon the Company's consolidated leverage ratio. The Company must also pay a commitment fee to the lenders ranging between 0.15% to 0.30% on any unused portion of the $400.0 million Revolver Facility. The 2022 Credit Agreement requires the Company to maintain two financial covenants, namely, a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. The Agreement also contains various covenants relating to limitations on indebtedness, limitations on investments and acquisitions, limitations on the sale of properties and limitations on liens and capital expenditures. The Agreement also contains other customary covenants, representations and events of defaults. The expiration date of the 2022 Credit Agreement, including the Term Facility and the Revolver Facility, is October 28, 2027. As of September 30, 2024, $225.0 million was outstanding under the 2022 Credit Agreement, $225.0 million on the Term Facility and zero on the Revolver Facility. On September 30, 2024, $2.6 million of the revolver capacity was committed to irrevocable standby letters of credit issued in the ordinary course of business as required by vendors' contracts resulting in $397.4 million in available borrowings. The Company is in compliance with the covenants under the Agreement as of September 30, 2024.
Management believes the 2022 Credit Agreement along with the Company’s ability to internally generate funds from operations should be sufficient to allow the Company to meet its cash requirements for the foreseeable future. However, future challenges affecting the banking industry and credit markets in general could potentially cause changes to credit availability, which creates a level of uncertainty.
As of September 30, 2024, we believe our financial position remains robust, supported by a strong balance sheet and healthy cash flow from operations. Our available liquidity, comprised of cash and cash equivalents, along with access to undrawn credit facilities, ensures that we are well equipped to meet our operating needs and explore strategic initiatives that could enhance shareholder value. We continuously evaluate our capital allocation strategy, including implementing a share repurchase program if it aligns with our strategic priorities and is deemed to be in the best interest of our shareholders. We believe that repurchasing our shares would be a prudent use of capital, provided appropriate market conditions.
Critical Accounting Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Critical Accounting Policies
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes that of the Company's significant accounting policies, which are set forth in Note 1 of the Notes to Consolidated Financial Statements in the 2023 Form 10-K, the policies relating to the business combinations involve a higher degree of judgment and complexity. There have been no material changes to the nature of estimates, assumptions and levels of subjectivity and judgment related to critical accounting estimates disclosed in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2023 Form 10-K.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are likely to have a current or future material effect on our financial condition.
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Forward-Looking Information
Part I of this Quarterly Report on Form 10-Q and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 2 of this Quarterly Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In addition, forward-looking statements may be made orally or in press releases, conferences, reports or otherwise, in the future by or on behalf of the Company. Generally, forward-looking statements are not based on historical facts but instead represent the Company's and its management's belief regarding future events.
Statements that are not historical are forward-looking. When used by us or on our behalf, the words "expect,"
“will,” “estimate,” “believe,” “intend,” "would," “could,” "predict," “should,” “anticipate,” "continue," “project,” “forecast,”
“plan,” “may” and similar expressions generally identify forward-looking statements made by us or on our behalf.
Forward-looking statements involve risks and uncertainties. These uncertainties include factors that affect all
businesses operating in a global market, as well as matters specific to the Company and the markets we serve.
Certain particular risks and uncertainties that continually face us include the following:
•budget constraints and revenue shortfalls which could affect the purchases of our type of equipment by governmental customers and related contractors in both domestic and international markets;
•market acceptance of new and existing products;
•our ability to hire suitable employees for our business and maintain good relations with 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;
•current and changing tax laws in the U.S. and internationally;
•our ability to hire and retain quality skilled employees; and
•changes in the prices of agricultural commodities, which could affect our customers’ income levels.
In addition, we are subject to risks and uncertainties facing the industry in general, including the following:
•changes in business and political conditions and the economy in general in both domestic and international markets;
•uncertainty due to future direction of federal fiscal policy following national elections may slow the growth in governmental market revenue;
•the price and availability of energy and critical raw materials, particularly steel and steel products;
•increased competition;
•increases in input costs on items we use in the manufacturing of our products;
•adverse weather conditions such as droughts, floods, snowstorms, etc., which can affect the buying patterns of our customers and end-users;
•increased costs of complying with governmental regulations which affect corporations including related fines and penalties (such as the European General Data Protection Regulation (GDPR) and the California Consumer Privacy Act);
•an increase in unfunded pension plan liability due to financial market deterioration;
•the potential effects on the buying habits of our customers due to animal disease outbreaks and other epidemics;
•adverse market conditions and credit constraints which could affect our customers and end-users, such as cutbacks on dealer stocking levels;
•changes in market demand;
•climate related incidents and other sustainability risks, global pandemics, acts of war or aggression and terrorist activities or military actions;
•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;
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•changes in domestic and foreign governmental policies and laws, including increased levels of government regulation and changes in agricultural policies, including the amount of farm subsidies and farm payments as well as changes in trade policy that may have an adverse impact on our business;
•government actions, including but not limited to budget levels, and changes in tax laws, regulations and legislation, relating to the environment, commerce, infrastructure spending, health and safety; and
•risk of governmental defaults and resulting impact on the global economy and particularly financial institutions.
The Company wishes to caution readers not to place undue reliance on any forward-looking statements and to recognize that the statements are not predictions of actual future results. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties
described above, as well as others not now anticipated. The foregoing statements are not exclusive and further information concerning us and our businesses, including factors that could potentially materially affect our financial results, may emerge from time to time. It is not possible for management to predict all risk factors or to assess the impact of such risk factors on the Company’s businesses. Any forward-looking statements made by or on behalf of the Company speak only to the date they are made and we do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the forward-looking statements were made.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
The Company is exposed to various market risks. Market risks are the potential losses arising from adverse changes in market prices and rates. The Company does not enter into derivative or other financial instruments for trading or speculative purposes.
Foreign Currency Risk
International Sales
A portion of the Company’s operations consists of manufacturing and sales activities in international jurisdictions. The Company primarily manufactures its products in the U.S., U.K., France, Canada, Brazil, and the Netherlands. The Company sells its products primarily in the functional currency within the markets where the products are produced, but certain sales from the Company's U.K. and Canadian operations are denominated in other foreign currencies. As a result, the Company’s financials, specifically the value of its foreign assets, could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the other markets in which the subsidiaries of the Company distribute their products.
Exposure to Exchange Rates
The Company translates the assets and liabilities of foreign-owned subsidiaries at rates in effect at the balance sheet date. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income within the statement of stockholders’ equity. The total foreign currency translation adjustment for the current quarter increased stockholders’ equity by $13.8 million.
The Company’s earnings are affected by fluctuations in the value of the U.S. dollar as compared to foreign currencies, predominately in Europe and Canada, as a result of the sales of its products in international markets. Forward currency contracts are used to hedge against the earnings effects of such fluctuations. The result of a uniform 10% strengthening or 10% decrease in the value of the dollar relative to the currencies in which the Company’s sales are denominated would result in a change in gross profit of $10.0 million for the nine month period ended September 30, 2024. A stronger U.S. dollar would unfavorably impact gross profit while a weaker U.S. dollar would provide a favorable impact to gross profit. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates, which include a changed dollar value of the resulting sales, changes in exchange rates may also affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive. The Company’s sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.
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Interest Rate Risk
The Company’s long-term debt bears interest at variable rates. Accordingly, the Company’s net income is affected by changes in interest rates. Assuming the current level of borrowings at variable rates and a two percentage point change for the third quarter 2024 average interest rate under these borrowings, the Company’s interest expense would have changed by approximately $1.1 million. To protect the Company's long-term debt from fluctuations in interest rates, the Company may enter into interest rate swaps to mitigate exposure. However, this analysis assumes no such actions. Further this analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of Alamo’s management, including our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer (Principal Financial Officer), and Vice President & Chief Accounting Officer (Principal Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon the evaluation, the President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer (Principal Financial Officer), and Vice President & Chief Accounting Officer (Principal Accounting Officer), concluded that the Company’s design and operation of these disclosure controls and procedures were effective at the end of the period covered by this report.
Changes in internal control over financial reporting
There has been no change in our internal control over financial reporting that occurred during our last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a description of legal proceedings, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K").
Item 1A. Risk Factors
There have not been any material changes from the risk factors previously disclosed in the 2023 Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
(a) Reports on Form 8-K
None.
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(b) Other Information
None.
(c) During the period covered by this report, none of the Company’s directors or executive officers has adopted terminated
Item 6. Exhibits
(a) Exhibits
| Exhibits | Exhibit Title | Incorporated by Reference From the Following Documents | ||||||||||||
| 31.1 | — | Filed Herewith | ||||||||||||
| 31.2 | — | Filed Herewith | ||||||||||||
| 31.3 | — | Filed Herewith | ||||||||||||
| 32.1 | — | Filed Herewith | ||||||||||||
| 32.2 | — | Filed Herewith | ||||||||||||
| 32.3 | — | Filed Herewith | ||||||||||||
| 101.INS | — | XBRL Instance Document - the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document | Filed Herewith | |||||||||||
| 101.SCH | — | XBRL Taxonomy Extension Schema Document | Filed Herewith | |||||||||||
| 101.CAL | — | XBRL Taxonomy Extension Calculation Linkbase Document | Filed Herewith | |||||||||||
| 101.DEF | — | XBRL Taxonomy Extension Definition Linkbase Document | Filed Herewith | |||||||||||
| 101.LAB | — | XBRL Taxonomy Extension Label Linkbase Document | Filed Herewith | |||||||||||
| 101.PRE | — | XBRL Taxonomy Extension Presentation Linkbase Document | Filed Herewith | |||||||||||
| 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed Herewith | |||||||||||
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Alamo Group Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| October 31, 2024 | Alamo Group Inc. | ||||
| (Registrant) | |||||
| /s/ Jeffery A. Leonard | |||||
| Jeffery A. Leonard | |||||
| President & Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Agnes Kamps | |||||
| Agnes Kamps | |||||
| Executive Vice President & Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| /s/ Ian M. Eckert | |||||
| Ian M. Eckert | |||||
| Vice President, Corporate Controller & Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
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