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8-K - 8-K - DOUGLAS DYNAMICS, INCa12-6903_18k.htm

 

Exhibit 99.1

 

For immediate release

 

For further information contact:

Douglas Dynamics, Inc.

Bob McCormick

414-362-3868

investorrelations@douglasdynamics.com

 

DOUGLAS DYNAMICS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2011 RESULTS

 

Early Fourth Quarter Demand Drives Fourth Quarter Results In Line with Guidance Despite Lack of Snowfall in December

 

Highlights:

·                  Q4 2011 Net Sales increased 24.3% year-over-year to $60.3 million

·                  Q4 2011 Adjusted earnings per diluted share increased 26.1% year-over-year to $0.29

·                  2011 Full Year Net Sales increased 18.1% year-over-year to $208.8 million

·                  2011 Full Year Adjusted earnings per diluted share increased 45.5% year-over-year to $0.96

 

March 12, 2012 — Milwaukee, Wisconsin Douglas Dynamics, Inc. (NYSE: PLOW), the North American leader in the design, manufacture and sale of snow and ice control equipment for light trucks, today announced financial results for the fourth quarter and full year ended December 31, 2011.

 

Fourth Quarter Results

 

The Company’s fourth quarter follows its “preseason order period” which occurs in the second and third quarters. During the preseason period, distributors are offered pricing, freight and payment deferral terms to encourage inventory restocking in anticipation of the primary retail sales period in the fourth quarter. Therefore, sales to Douglas distributors in the fourth quarter frequently vary year-to-year as demand is primarily driven by the timing, amount and location of snowfall during the quarter as well as the general economic conditions in the market.

 

In the fourth quarter 2011, net sales were $60.3 million, representing a 24.3% increase from the corresponding period in 2010. The increase in sales during the quarter reflects increased equipment unit demand particularly at the beginning of the quarter. Management believes that the increase in unit sales was due to increased retail activity early in the fourth quarter driven by above average snowfall last season, as well as pent-up demand related to previously deferred equipment purchases.

 

James L. Janik, President and Chief Executive Officer of the Company, commented, “We are pleased with our fourth quarter financial performance, especially in light of experiencing one of the weakest fourth quarter snowfalls in over a decade. Despite seeing strong demand in October and November, the lack of snowfall in the latter part of the quarter caused distributors to delay additional purchases in December. The strong start to the quarter meant we were able to generate double digit sales growth. While snowfall is a very important driver of our business, we continue to believe we are experiencing the start of a multi-year replacement cycle, which will unwind over the next several years.”

 

- MORE -



 

Fourth quarter gross margin as a percent of sales was impacted by steel cost inflation and increases in cost associated with the Company’s new packaging and preassembly process. Total gross margin in the fourth quarter grew 10.4% versus the same period in the prior year as a result of incremental profit generated by the fourth quarter 2011 revenue increase.

 

Adjusted net income was $6.3 million, or $0.29 per diluted share, in the fourth quarter of 2011 compared to adjusted net income of $5.1 million, or $0.23 per diluted share, in the fourth quarter of 2010, an increase of $1.2 million.

 

The Company reported Adjusted EBITDA of $14.4 million for the fourth quarter of 2011, compared to Adjusted EBITDA of $15.2 million for the fourth quarter of 2010.

 

Full Year Results

 

For the full year 2011, net sales were $208.8 million, representing an 18.1% increase from 2010. This increase was primarily driven by increased sales of both equipment units and parts and accessories.  Sales of parts and accessories increased 24% year-over-year to $31.0 million for the full year 2011 from $25.0 million in 2010. The strong sales of parts and accessories were due in large part to above average snowfall last season resulting in increased equipment usage and subsequent repair.

 

For the full year 2011, cost of sales increased 17.6% from $116.5 million in 2010 to $137.0 million in 2011. This increase was driven primarily by increased volume as cost of sales as a percentage of total sales did not fluctuate significantly.

 

Adjusted net income was $20.8 million, or $0.96 per diluted share on a share count of 21.8 million shares, for the full year 2011 compared to adjusted net income of $12.7 million, or $0.66 per diluted share based on a share count of 19.3 million shares, for the full year 2010.

 

The Company reported Adjusted EBITDA of $52.5 million for the full year 2011, a 10.8% increase compared to Adjusted EBITDA of $47.3 million for the full year 2010.

 

The effective tax rate for the full year 2011 was 37.3%.

 

Balance Sheet and Liquidity

 

For the full year 2011, the Company reported net cash provided by operating activities of $47.7 million compared to net cash provided by operating activities of $15.8 million in 2010, an increase of $32.0 million. This improvement was due in large part to a net income increase in 2011 of $17.4 million over 2010, which was driven by a combination of improved earnings results and the negative cost impact of the initial public offering and other non-recurring costs totaling $11.0 million in 2010. Additionally, net cash provided by operating activities was positively impacted in 2011 by improvements in some key working capital accounts, namely accounts receivable and accounts payable.

 

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Inventory was $24.0 million at the end of the fourth quarter of 2011, an increase of $0.5 million compared to the end of the fourth quarter of 2010.

 

Accounts receivable at the end of the fourth quarter of 2011 were $34.0 million, compared to $37.0 million at the end of the fourth quarter of 2010. As a result of strong orders early in the quarter, cash collections were accelerated, thus reducing accounts receivable at year end.

 

The company maintained cash on hand at December 31, 2011 of $39.4 million.

 

Dividend Policy

 

As previously reported, on December 9, 2011, pursuant to the Company’s dividend policy, its Board of Directors declared a quarterly cash dividend of $0.205 per share of the Company’s common stock. The declared $0.205 per share cash dividend was paid on December 31, 2011, to stockholders of record as of close of business on December 20, 2011. The quarterly cash dividend of $0.205 per share represented an increase of 2.5% from the quarterly dividend paid on September 30, 2011.

 

In accordance with its dividend policy, the Company intends to pay a regular quarterly cash dividend on its common stock in equal quarterly installments to be made in March, June, September and December. The declaration and payment of any future dividends, however, will be at the discretion of the Company’s board of directors and will depend upon many factors, including the Company’s financial condition or earnings, legal requirements, taxes and other factors the Company’s board of directors may deem to be relevant.

 

Mr. Janik noted, “Based on our strong cash position at the end of the year, we voluntarily paid down $10.0 million in debt in January 2012, intending to use the cash interest savings to help fund the increase in our stated dividend announced in November of 2011. We believe this is a testament to the Company’s financial strength and ability to navigate through a low snowfall winter season. As we have consistently stated, paying down debt and issuing a dividend remain our top priorities in 2012.”

 

Outlook

 

Based on 2011 results and current trends, the Company expects net sales for the full year 2012 to range from $160 million to $225 million and adjusted EBITDA to range from $35 million to $60 million. Earnings per share are expected to range from $0.55 per share to $1.15 per share.

 

It is important to note that the Company’s outlook assumes that the economy will remain stable, pickup truck sales continue to strengthen and that the snowbelt regions in North America will experience average snowfall in the Company’s core markets for the remainder of 2012.

 

Janik explained, “The lack of snowfall in the fourth quarter has continued into the first quarter of 2012. While the snow season is not over yet, we are on pace for one of the lowest snowfall seasons in 25 years. We believe this will lengthen the replacement cycle for equipment due to limited equipment use this season. However, we also expect this effect to be partially offset by pent up demand, caused by deferred equipment purchases during the heart of the recession, which we believe will continue to unwind in the coming years. We expect to be able to leverage our track record and flexible business model to produce solid results in 2012 and return cash to shareholders via our robust dividend.”

 

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Webcast Information

 

The Company will host an investor conference call on Monday, March 12th at 10:00 a.m. Central Time. The conference call will be available on the Internet through the Investor Relations section of the Company’s website at www.douglasdynamics.com.  To listen to the live call, please go to the website at least fifteen minutes early to register, download and install any necessary audio software.  For those who cannot listen to the live broadcast, an Internet replay will be available shortly after the call.

 

About Douglas Dynamics

 

Douglas Dynamics is the North American leader in the design, manufacture and sale of snow and ice control equipment for light trucks, which consists of snowplows and sand and salt spreaders, and related parts and accessories. The Company sells its products under the WESTERN®, FISHER® and BLIZZARD® brands which are among the most established and recognized in the industry. Additional press releases and investor relations information is available at www.douglasdynamics.com.

 

Use of Non-GAAP Financial Measures

 

This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).  These non-GAAP measures include:

 

·                  Adjusted net income;

·                  Adjusted earnings per diluted share; and

·                  Adjusted EBITDA.

 

These non-GAAP disclosures should not be construed as an alternative to the reported results determined in accordance with GAAP.

 

Adjusted net income and adjusted earnings per diluted share represent net income and earnings per diluted share as determined under GAAP, excluding certain expenses incurred at the time of the Company’s initial public offering in 2010, namely the buyout of its management services agreement in 2010, loss on extinguishment of debt, stock based compensation expense associated with the net exercise of stock options and the payment of cash bonuses under its liquidity bonus plan in 2010, certain expenses incurred at the time of the Company’s secondary offerings in 2011 and costs incurred to pursue potential acquisitions in 2011 and a loss on extinguishment of debt incurred in 2011Adjusted EBITDA represents net income before interest, taxes, depreciation and amortization, as further adjusted for certain non-recurring charges related to the closure of the Company’s Johnson City, Tennessee manufacturing facility and certain non-recurring legal and consulting fees, as well as management fees paid by the Company to affiliates of the Company’s principal stockholders, stock based compensation, payment of cash bonuses under the Company’s liquidity bonus plan, loss on extinguishment of debt and offering costs.

 

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The Company believes that the presentation of adjusted net income and adjusted earnings per diluted share allows investors to make meaningful comparisons of its operating performance between periods and to view its business from the same perspective as its management.  Because the excluded items are not predictable or consistent, management does not consider them when evaluating the Company’s performance or when making decisions regarding allocation of resources.

 

The Company uses, and believes its investors benefit from the presentation of, adjusted EBITDA in evaluating the Company’s operating performance because adjusted EBITDA provides the Company and its investors with additional tools to compare its operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect the Company’s core operations. In addition, the Company believes that adjusted EBITDA is useful to investors and other external users of its consolidated financial statements in evaluating the Company’s operating performance as compared to that of other companies, because it allows them to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets and liabilities, capital structure and the method by which assets were acquired. The Company’s management also uses adjusted EBITDA for planning purposes, including the preparation of its annual operating budget and financial projections, and to evaluate the Company’s ability to make certain payments, including dividends, in compliance with its senior credit facilities, which is determined based on a calculation of “Consolidated Adjusted EBITDA” that is substantially similar to adjusted EBITDA.

 

Consistent with Regulation G under the U.S. federal securities laws, the non-GAAP measures in this press release have been reconciled to the nearest GAAP measure, and this reconciliation is located under the headings “Reconciliation of Net Income to Adjusted Net Income” and “Net Income to Adjusted EBITDA Reconciliation” following the Consolidated Statements of Cash Flows included in this press release.

 

Forward Looking Statements

 

This press release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, product demand, the payment of dividends, and availability of financial resources.  These statements are often identified by use of words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions and include references to assumptions and relate to our future prospects, developments and business strategies.  Such statements involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, weather conditions, particularly lack of or

 

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reduced levels of snowfall and the timing of such snowfall, a significant decline in economic conditions, our inability to maintain good relationships with our distributors,  lack of available or favorable financing options for our end-users or distributors, increases in the price of steel or other materials necessary for the production of our products that cannot be passed on to our distributors, increases in the price of fuel, the inability of our suppliers to meet our volume or quality requirements, inaccuracies in our estimates of future demand for our products, our inability to protect or continue to build our intellectual property portfolio, our inability to develop new products or improve upon existing products in response to end-user needs, our inability to compete effectively against competition, the effects of laws and regulations and their interpretations on our business and financial condition, losses due to lawsuits arising out of personal injuries associated with our products and factors that could impact the future declaration and payment of dividends, as well as those discussed in the section entitled “Risk Factors” in our quarterly report on Form 10-Q for the quarter ended September 30, 2011. You should not place undue reliance on these forward-looking statements.  In addition, the forward-looking statements in this release speak only as of the date hereof and we undertake no obligation, except as required by law, to update or release any revisions to any forward-looking statement, even if new information becomes available in the future.

 

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Financial Statements

 

Douglas Dynamics, Inc.

Consolidated Balance Sheets

(In thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

(audited)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

39,432

 

$

20,149

 

Accounts receivable, net

 

34,019

 

37,040

 

Inventories

 

24,005

 

23,481

 

Deferred income taxes

 

4,952

 

7,142

 

Prepaid income taxes

 

 

29

 

Prepaid and other current assets

 

1,054

 

1,131

 

Total current assets

 

103,462

 

88,972

 

 

 

 

 

 

 

Property, plant, and equipment, net

 

21,340

 

21,962

 

Assets held for sale

 

1,732

 

1,779

 

Goodwill

 

107,222

 

107,222

 

Other intangible assets, net

 

121,747

 

126,948

 

Deferred financing costs, net

 

3,402

 

953

 

Other long-term assets

 

112

 

207

 

Total assets

 

$

359,017

 

$

348,043

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

5,040

 

$

2,847

 

Accrued expenses and other current liabilities

 

15,755

 

11,923

 

Accrued interest

 

350

 

23

 

Income taxes payable

 

395

 

 

Current portion of long-term debt

 

11,071

 

1,183

 

Total current liabilities

 

32,611

 

15,976

 

 

 

 

 

 

 

Retiree health benefit obligation

 

8,053

 

7,235

 

Pension obligation

 

14,163

 

10,753

 

Deferred income taxes

 

26,957

 

22,650

 

Deferred compensation

 

912

 

1,067

 

Long-term debt, less current portion

 

111,866

 

119,971

 

Other long-term liabilities

 

1,066

 

898

 

 

 

 

 

 

 

Total shareholders’ equity

 

163,389

 

169,493

 

Total liabilities and shareholders’ equity

 

$

359,017

 

$

348,043

 

 

7



 

Douglas Dynamics, Inc.

Consolidated Statements of Income

(In thousands, except per share data)

 

 

 

Three Month Period Ended

 

Twelve Month Period Ended

 

 

 

December 31, 2011

 

December 31, 2010

 

December 31, 2011

 

December 31, 2010

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

60,256

 

$

48,457

 

$

208,798

 

$

176,795

 

Cost of sales

 

40,342

 

30,424

 

136,981

 

116,494

 

Gross profit

 

19,914

 

18,033

 

71,817

 

60,301

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expense

 

7,194

 

5,982

 

26,389

 

26,509

 

Intangibles amortization

 

1,300

 

1,380

 

5,201

 

6,001

 

Management fees-related party

 

9

 

13

 

46

 

6,383

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

11,411

 

10,658

 

40,181

 

21,408

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(2,240

)

(1,905

)

(8,918

)

(10,943

)

Loss on extinguishment of debt

 

 

 

(673

)

(7,967

)

Other income (expense), net

 

(4

)

43

 

(218

)

36

 

Income before taxes

 

9,167

 

8,796

 

30,372

 

2,534

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

3,017

 

3,675

 

11,332

 

872

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,150

 

$

5,121

 

$

19,040

 

$

1,662

 

Less: Net income attributable to participating securities

 

68

 

50

 

233

 

12

 

Net income attributable to common shareholders

 

$

6,082

 

$

5,071

 

$

18,807

 

$

1,650

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

21,770,546

 

21,280,623

 

21,650,736

 

18,799,761

 

Diluted

 

21,881,465

 

21,609,098

 

21,814,617

 

19,287,446

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic earnings per common share attributable to common shareholders

 

$

0.28

 

$

0.24

 

$

0.87

 

$

0.09

 

Earnings per common share assuming dilution attributable to common shareholders

 

$

0.28

 

$

0.23

 

$

0.85

 

$

0.09

 

Cash dividends declared and paid per share

 

$

0.21

 

$

0.20

 

$

1.18

 

$

0.38

 

 

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Douglas Dynamics, Inc.

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Twelve Month Period Ended

 

 

 

December 31, 2011

 

December 31, 2010

 

 

 

(unaudited)

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net income

 

$

19,040

 

$

1,662

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

8,176

 

11,705

 

Amortization of deferred financing costs & debt discount

 

832

 

872

 

Loss on extinguishment of debt

 

673

 

7,967

 

Stock-based compensation

 

1,873

 

4,029

 

Provision for losses on accounts receivable

 

47

 

445

 

Deferred income taxes

 

6,497

 

641

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

2,974

 

(5,313

)

Inventories

 

(524

)

3,216

 

Prepaid and other assets and prepaid income taxes

 

201

 

1,437

 

Accounts payable

 

2,193

 

(2,323

)

Accrued expenses and other current liabilities

 

4,554

 

(7,201

)

Deferred compensation

 

(155

)

(415

)

Benefit obligations and other long-term liabilities

 

1,347

 

(945

)

Net cash provided by operating activities

 

47,728

 

15,777

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditures

 

(2,373

)

(3,009

)

Proceeds from sale of equipment

 

67

 

226

 

Net cash used in investing activities

 

(2,306

)

(2,783

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Stock repurchases

 

 

(166

)

Proceeds from exercise of stock options

 

1,343

 

 

Payment of call premium and post payoff interest on senior notes redemption

 

 

(3,876

)

Collection of stockholders’ notes receivable

 

482

 

531

 

Payments of financing costs

 

(3,471

)

(2,605

)

Dividends paid

 

(25,793

)

(8,222

)

Proceeds from initial public offering, net

 

 

63,929

 

Borrowings on long-term debt

 

123,750

 

40,000

 

Repayment of long-term debt

 

(122,450

)

(151,509

)

Net cash used in financing activities

 

(26,139

)

(61,918

)

Change in cash and cash equivalents

 

19,283

 

(48,924

)

Cash and cash equivalents at beginning of year

 

20,149

 

69,073

 

Cash and cash equivalents at end of quarter

 

$

39,432

 

$

20,149

 

 

9



 

Douglas Dynamics, Inc.

Net Income to Adjusted EBITDA reconciliation (unaudited)

(in thousands)

 

 

 

Three month period ended
December 31,

 

Twelve month period ended
December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,150

 

$

5,121

 

$

19,040

 

$

1,662

 

 

 

 

 

 

 

 

 

 

 

Interest expense - net

 

2,240

 

1,905

 

8,918

 

10,943

 

Income tax expense

 

3,017

 

3,675

 

11,332

 

872

 

Depreciation expense

 

730

 

878

 

2,975

 

5,704

 

Amortization

 

1,300

 

1,380

 

5,201

 

6,001

 

EBITDA

 

13,437

 

12,959

 

47,466

 

25,182

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

9

 

13

 

46

 

6,383

 

Stock based compensation

 

663

 

871

 

1,873

 

4,029

 

Loss on extinguishment

 

 

 

673

 

7,967

 

Liquidity bonus payment

 

 

 

 

1,003

 

Offering costs

 

229

 

 

1,342

 

 

Other non-recurring charges (1)

 

62

 

1,398

 

1,061

 

2,781

 

Adjusted EBITDA

 

$

14,400

 

$

15,241

 

$

52,461

 

$

47,345

 

 


(1) Reflects severance and one-time, non-recurring expenses for costs related to the closure of our Johnson City facility of $607 for the three month period ended December 31, 2010 and $1,435 for the year ended December 31, 2010,  unrelated legal and consulting fees of $62 and $791 for the three month periods ended December 31, 2011 and December 31, 2010, respectively and $1,061 and $2,013 for the years ended December 31, 2011 and December 31, 2010,  respectively, and $667 gain on other post employment benefit plan curtailment related to the Johnson City plant closure for the year ended December 31, 2010 .

 

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Douglas Dynamics, Inc.

Reconciliation of Net Income to Adjusted Net Income

$ Millions, except share data

 

 

 

Three month period ended
December 31,

 

Twelve month period ended
December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net Income (GAAP)

 

$

6.2

 

$

5.1

 

$

19.0

 

$

1.7

 

Addback expenses, net of tax at 37.0% and 38.0% for 2011 and 2010, respectively:

 

 

 

 

 

 

 

 

 

- Buyout of the management services agreement

 

 

 

 

3.6

 

- Loss on extinguishment of debt

 

 

 

0.4

 

4.9

 

- Liquidity bonus payment

 

 

 

 

0.6

 

- Non-recurring stock based compensation expense

 

 

 

 

1.9

 

- Acquisition costs

 

 

 

0.6

 

 

- Offering costs

 

0.1

 

 

0.8

 

 

Adjusted net income (non-GAAP)

 

$

6.3

 

$

5.1

 

$

20.8

 

$

12.7

 

 

 

 

 

 

 

 

 

 

 

Weighted average basic common shares outstanding

 

21,770,546

 

21,280,623

 

21,650,736

 

18,799,761

 

Weighted average common shares outstanding assuming dilution

 

21,881,465

 

21,609,098

 

21,814,617

 

19,287,446

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per common share - basic

 

$

0.29

 

$

0.24

 

$

0.96

 

$

0.67

 

Adjusted earnings per common share - dilutive

 

$

0.29

 

$

0.23

 

$

0.96

 

$

0.66

 

 

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