Douglas Dynamics, Inc.

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UNITED STATES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-34728

DOUGLAS DYNAMICS, INC.

(Exact name of registrant as specified in its charter)


Delaware		13-4275891
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

7777 North 73rd Street

Milwaukee, Wisconsin 53223

(Address of principal executive offices) (Zip code)

(414) 354-2310

(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 $.01 per share	PLOW	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ⌧		Accelerated filer ◻

Non-accelerated filer ◻		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

Number of shares of registrant’s common shares outstanding as of August 4, 2020 was 22,857,457.

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DOUGLAS DYNAMICS, INC.

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PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2020 and 2019	4
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019	5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2020 and 2019	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	44
PART II. OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults Upon Senior Securities	47
Item 4. Mine Safety Disclosures	47
Item 5. Other Information	47
Item 6. Exhibits	48
Signatures	49

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Douglas Dynamics, Inc.

Condensed Consolidated Balance Sheets

(In thousands except share data)



	June 30,		December 31,
	2020		2019
	(unaudited)		(unaudited)

Assets
Current assets:
Cash and cash equivalents	$	34,932	$	35,665
Accounts receivable, net		76,827		87,871
Inventories		99,780		77,942
Inventories - truck chassis floor plan		6,663		6,539
Refundable income taxes paid		103		-
Prepaid and other current assets		4,714		3,511
Total current assets		223,019		211,528
Property, plant, and equipment, net		59,114		58,444
Goodwill		113,134		241,006
Other intangible assets, net		158,245		163,722
Operating lease - right of use asset		22,460		22,557
Other long-term assets		8,915		8,438
Total assets	$	584,887	$	705,695
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	18,743	$	16,113
Accrued expenses and other current liabilities		25,845		26,496
Floor plan obligations		6,663		6,539
Operating lease liability - current		4,085		3,822
Income taxes payable		-		2,990
Current portion of long-term debt		1,972		22,143
Total current liabilities		57,308		78,103
Retiree health benefit obligation		6,549		6,338
Deferred income taxes		27,458		47,211
Long-term debt, less current portion		266,336		222,081
Operating lease liability - noncurrent		18,638		18,981
Other long-term liabilities		24,178		19,818
Stockholders’ equity:
Common Stock, par value $0.01, 200,000,000 shares authorized, 22,857,457 and 22,795,412 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		229		228
Additional paid-in capital		157,497		155,001
Retained earnings		33,320		160,748
Accumulated other comprehensive loss, net of tax		(6,626)		(2,814)
Total stockholders’ equity		184,420		313,163
Total liabilities and stockholders’ equity	$	584,887	$	705,695

See the accompanying notes to condensed consolidated financial statements.

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Douglas Dynamics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share data)



	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2020		2019		2020		2019

	(unaudited)				(unaudited)

Net sales	$	120,043	$	176,356	$	188,233	$	269,543
Cost of sales		87,968		116,763		144,468		187,004
Gross profit		32,075		59,593		43,765		82,539
Selling, general, and administrative expense		13,858		18,767		31,007		35,411
Impairment charges		127,872		-		127,872		-
Intangibles amortization		2,739		2,739		5,477		5,480
Income (loss) from operations		(112,394)		38,087		(120,591)		41,648
Interest expense, net		(5,662)		(4,189)		(10,702)		(8,339)
Debt modification expense		(3,192)		-		(3,192)		-
Other expense, net		(67)		(125)		(178)		(296)
Income (loss) before taxes		(121,315)		33,773		(134,663)		33,013
Income tax expense (benefit)		(17,456)		8,299		(20,718)		7,836
Net income (loss)	$	(103,859)	$	25,474	$	(113,945)	$	25,177
Weighted average number of common shares outstanding:
Basic		22,857,457		22,795,412		22,835,356		22,762,431
Diluted		22,857,457		22,830,145		22,835,356		22,795,406
Earnings (loss) per common share:
Basic	$	(4.55)	$	1.10	$	(5.00)	$	1.09
Diluted	$	(4.55)	$	1.10	$	(5.00)	$	1.08
Cash dividends declared and paid per share	$	0.28	$	0.27	$	0.56	$	0.55
Comprehensive income (loss)	$	(103,377)	$	23,075	$	(117,757)	$	21,756

See the accompanying notes to condensed consolidated financial statements.

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Douglas Dynamics, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)



	Six Months Ended
	June 30,		June 30,
	2020		2019

	(unaudited)

Operating activities
Net income (loss)	$	(113,945)	$	25,177
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		9,797		9,607
Amortization of deferred financing costs and debt discount		605		607
Debt modification expense		267		-
Stock-based compensation		2,569		2,536
Adjustments on derivatives not classified as hedges		3,057		-
Provision for losses on accounts receivable		491		891
Deferred income taxes		(19,753)		492
Impairment charges		127,872		-
Earnout liability		(2,017)		(217)
Changes in operating assets and liabilities:
Accounts receivable		9,996		(34,106)
Inventories		(21,838)		(11,920)
Prepaid assets, refundable income taxes and other assets		(1,783)		(1,824)
Accounts payable		2,688		(109)
Accrued expenses and other current liabilities		(3,749)		9,438
Benefit obligations and other long-term liabilities		(281)		(892)
Net cash used in operating activities		(6,024)		(320)
Investing activities
Capital expenditures		(5,048)		(5,451)
Net cash used in investing activities		(5,048)		(5,451)
Financing activities
Shares withheld on restricted stock vesting paid for employees’ taxes		(72)		(50)
Payments of financing costs		(992)		-
Dividends paid		(12,926)		(12,570)
Net revolver borrowings		-		27,000
Borrowings on long-term debt		270,875		-
Repayment of long-term debt		(246,546)		(31,418)
Net cash provided by (used in) financing activities		10,339		(17,038)
Change in cash and cash equivalents		(733)		(22,809)
Cash and cash equivalents at beginning of period		35,665		27,820
Cash and cash equivalents at end of period	$	34,932	$	5,011

Non-cash operating and financing activities
Truck chassis inventory acquired through floorplan obligations	$	8,510	$	22,485

See the accompanying notes to condensed consolidated financial statements.

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Douglas Dynamics, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands)



									Accumulated
					Additional				Other
		Common Stock			Paid-in		Retained		Comprehensive
		Shares	Dollars		Capital		Earnings		Loss		Total
Three Months Ended June 30, 2020
Balance at March 31, 2020		22,857,457	$	229	$	156,296	$	143,618	$	(7,108)	$	293,035
	Net income (loss)	—		—		—		(103,859)		—		(103,859)
	Dividends paid	—		—		—		(6,439)		—		(6,439)
	Adjustment for postretirement benefit liability, net of tax of $20	—		—		—		—		(57)		(57)
	Adjustment for interest rate swap, net of tax of ($194)	—		—		—		—		539		539
	Stock based compensation	—		—		1,201		—		—		1,201
Balance at June 30, 2020		22,857,457	$	229	$	157,497	$	33,320	$	(6,626)	$	184,420

Six Months Ended June 30, 2020
Balance at December 31, 2019		22,795,412	$	228	$	155,001	$	160,748	$	(2,814)	$	313,163
	Net income (loss)	—		—		—		(113,945)		—		(113,945)
	Dividends paid	—		—		—		(12,926)		—		(12,926)
	Impact due to adoption of ASC 2016-13 (credit losses), net of tax of $193	—		—		—		(557)		—		(557)
	Adjustment for pension and postretirement benefit liability, net of tax of $40	—		—		—		—		(114)		(114)
	Adjustment for interest rate swap, net of tax of $1,295	—		—		—		—		(3,698)		(3,698)
	Shares withheld on restricted stock vesting	—		—		(72)		—		—		(72)
	Stock based compensation	62,045		1		2,568		—		—		2,569
Balance at June 30, 2020		22,857,457	$	229	$	157,497	$	33,320	$	(6,626)	$	184,420

Three Months Ended June 30, 2019
Balance at March 31, 2019		22,795,412	$	228	$	152,816	$	130,176	$	(7,071)	$	276,149
	Net income	—		—		—		25,474		—		25,474
	Dividends paid	—		—		—		(6,278)		—		(6,278)
	Adjustment for pension and postretirement benefit liability, net of tax of ($18)	—		—		—		—		53		53
	Adjustment for interest rate swap, net of tax of $862	—		—		—		—		(2,452)		(2,452)
	Shares withheld on restricted stock vesting	—		—		—		—		—		-
	Stock based compensation	—		—		1,482		—		—		1,482
Balance at June 30, 2019		22,795,412	$	228	$	154,298	$	149,372	$	(9,470)	$	294,428

Six Months Ended June 30, 2019
Balance at December 31, 2018		22,700,991	$	227	$	151,813	$	136,765	$	(6,049)	$	282,756
	Net income	—		—		—		25,177		—		25,177
	Dividends paid	—		—		—		(12,570)		—		(12,570)
	Adjustment for pension and postretirement benefit liability, net of tax of ($36)	—		—		—		—		106		106
	Adjustment for interest rate swap, net of tax of $1,240	—		—		—		—		(3,527)		(3,527)
	Shares withheld on restricted stock vesting	—		—		(50)		—		—		(50)
	Stock based compensation	94,421		1		2,535		—		—		2,536
Balance at June 30, 2019		22,795,412	$	228	$	154,298	$	149,372	$	(9,470)	$	294,428

See the accompanying notes to condensed consolidated financial statements.

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Douglas Dynamics, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands except share and per share data)

1.Basis of presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for fiscal year-end financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and related footnotes included in our 2019 Form 10-K (Commission File No. 001-34728) filed with the Securities and Exchange Commission on February 25, 2020.

The Company conducts business in two segments: Work Truck Attachments and Work Truck Solutions. Under this reporting structure, the Company’s two reportable business segments are as follows:

Work Truck Attachments. The Work Truck Attachments segment includes commercial snow and ice management attachments sold under the FISHER®, WESTERN® and SNOWEX® brands. This segment consists of our operations that manufacture and sell snow and ice control products.

Work Truck Solutions. The Work Truck Solutions segment includes manufactured municipal snow and ice control products under the HENDERSON® brand and the up-fit of market leading attachments and storage solutions under the HENDERSON® brand, and the DEJANA® brand and its related sub-brands.

See Note 16 to the Unaudited Condensed Consolidated Financial Statements for financial information regarding these segments.

Interim Condensed Consolidated Financial Information

The accompanying Condensed Consolidated Balance Sheet as of June 30, 2020, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and the Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2020 and 2019, and the Condensed Cash Flows for the six months ended June 30, 2020 and 2019 have been prepared by the Company and have not been audited.

The Company’s Work Truck Attachments segment is seasonal and, consequently its results of operations and financial condition vary from quarter-to-quarter. Because of this seasonality, the results of operations of the Work Truck Attachments segment for any quarter may not be indicative of results of operations that may be achieved for a subsequent quarter or the full year, and may not be similar to results of operations experienced in prior years. The Company attempts to manage the seasonal impact of snowfall on its revenues in part through its pre-season sales program. This pre-season sales program encourages the Company’s distributors to re-stock their inventory of Work Truck Attachments products during the second and third quarters in anticipation of the peak fourth quarter retail sales period by offering favorable pre-season pricing and payment deferral until the fourth quarter. Thus, the Company’s Work Truck Attachments segment tends to generate its greatest volume of sales during the second and third quarters. By contrast, its revenue and operating results tend to be lowest during the first quarter, as management believes the end-users of Work Truck Attachments products prefer to wait until the beginning of a snow season to purchase new equipment and as the Company’s distributors sell off Work Truck Attachments inventory and wait for the pre-season sales incentive period to re-stock inventory. Fourth quarter sales vary from year-to-year as they are primarily driven by the level, timing and location of snowfall during the quarter. This is because most of the Company’s Work Truck Attachments fourth quarter sales and shipments consist of re-orders by distributors seeking to restock inventory to meet immediate customer needs caused by snowfall during the winter months. In addition, due to the factors noted above, Work Truck Attachments working capital needs are highest in the second and third quarters as its accounts receivable rise from pre-season sales. These working capital needs decline in the fourth quarter as the Company receives payments for its pre-season shipments.

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As a result of the COVID-19 pandemic, including the market volatility and other economic implications associated with the crisis and the economic and regulatory measures enacted to contain its spread, the Company’s results of operations have been impacted in the three and six months ended June 30, 2020, and may be significantly impacted in future quarters. In addition, the Company’s working capital and liquidity needs may become more unpredictable as a result of changes in order patterns among customers due to the pandemic. Based on the COVID-19 pandemic, the results of operations of the Company for any quarter during the crisis may not be indicative of results of operations that may be achieved for a subsequent quarter or the full year, and may not be similar to results of operations experienced in prior years.

The Company preventatively and voluntarily closed its facilities on March 18, 2020. The Company slowly ramped up production and returned to full production during the second quarter. The Company has taken what it believes to be the appropriate and necessary safety steps and precautions as employees have returned to work.

During the six months ended June 30, 2020, the Company benefited from credits related to the passage of the CARES Act on March 27, 2020 in response to the COVID-19 pandemic. Under the CARES Act, the Company qualified for an Employee Retention Credit for wages paid to employees who were not working due to a plant shutdown related to the COVID-19 pandemic. As a result of the CARES Act, the Company recorded a total benefit of $1,152 for the six months ended June 30, 2020 to Cost of sales and Selling, general and administrative expense on the Consolidated Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Goodwill

The Company performs an annual impairment test for goodwill and more frequently if an event or circumstances indicate that an impairment loss has been incurred. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of goodwill impairment is determined by the amount the carrying value of the reporting unit exceeds its fair value. The Company has determined it has three reporting units, and all significant decisions are made on a company-wide basis by the chief operating decision maker. The fair value of the reporting unit is estimated by using an income and market approach. The estimated fair value is compared with the aggregate carrying value. If the fair value is greater than the carrying amount, there is no impairment. If the carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. Annual impairment tests conducted by the Company on December 31, 2019 resulted in no adjustment to the carrying value of goodwill. During the quarter ended June 30, 2020, the Company identified a triggering event as there has been a significant decline in the business climate and in results of operations as a result of uncertainty related to the COVID-19 pandemic and chassis availability. Given these indicators, the Company determined that there was a higher degree of uncertainty in achieving its financial projections. Therefore, the Company performed an impairment test as of June 30, 2020 for each of its reporting units.

The Work Truck Attachments segment consists of one reporting unit: Commercial. The impairment test performed as of June 30, 2020 indicated no impairment for the Commercial reporting unit. The Work Truck Solutions consists of two reporting units; Municipal and Dejana. At June 30, 2020, the Municipal reporting unit’s carrying value exceeded its fair value. As a result, $47,799 of the Municipal goodwill balance was recorded as an impairment charge during the three and six months ended June 30, 2020 and is included in Impairment charges on the Condensed Consolidated Statements of Operations and Comprehensive Loss. At June 30, 2020, the Dejana reporting unit’s carrying value exceeded its fair value. As a result, $80,073 of the Dejana goodwill balance was recorded as an impairment charge during the three and six months ended June 30, 2020 and is included in Impairment charges on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses,” which modifies the measurement of expected credit losses for financial instruments held at the reporting date. The standard is effective for annual periods beginning after December 15, 2019. The Company adopted this standard in the first quarter of fiscal 2020. Upon adoption, the Company recognized the cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings of $557, net of tax. The Company has identified and

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implemented changes to processes and controls to meet the standard’s updated reporting and disclosure requirements. See Note 3 for additional information.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform,” which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The Company adopted this standard in the first quarter of fiscal 2020 specifically related to its interest rate swap, where the Company asserts the forecasted transaction using the existing reference rate associated with the swap remains probable.

2.Revenue Recognition

Revenue Streams

The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. Additionally, contract amounts represent the full amount of the transaction price as agreed upon with the customer at the time of order, resulting in a single performance obligation in all cases.

Work Truck Attachments

The Company recognizes revenue upon shipment of equipment to the customer. Within the Work Truck Attachments segment, the Company offers a variety of discounts and sales incentives to its distributors. The estimated liability for sales discounts and allowances is calculated using the expected value method and recorded at the time of sale as a reduction of net sales. The liability is estimated based on the costs of the program, the planned duration of the program and historical experience.

The Work Truck Attachments segment has two revenue streams, as identified below.

Independent Dealer Sales – Revenues from sales to independent dealers are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment. In these instances, each product is considered a separate performance obligation, and revenue is recognized upon shipment of the goods. Any shipping and handling activities performed by the Company after the transfer of control to the customer (e.g., when control transfers upon shipment) are considered fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized.

Parts & Accessory Sales – The Company’s equipment is used in harsh conditions and parts frequently wear out. These parts drive recurring revenues through parts and accessory sales. The process for recording parts and accessory sales is consistent with the independent dealer sales noted above.

Work Truck Solutions

The Work Truck Solutions segment primarily participates in the truck and vehicle upfitting industry in the United States. Customers are billed separately for the truck chassis by the chassis manufacturer. The Company only records sales for the amount of the upfit, excluding the truck chassis. Generally, the Company obtains the truck chassis from the truck chassis manufacturer through either its floor plan agreement with a financial institution or bailment pool agreement with the truck chassis manufacturer. Additionally, in some instances the Company upfits chassis which are owned by the end customer. For truck chassis acquired through the floor plan agreement, the Company holds title to the vehicle from the time the chassis is received by the Company until the completion of the up-fit. Under the bailment pool agreement, the Company does not take title to the truck chassis, but rather only holds the truck chassis on consignment. The Company pays interest on both of these arrangements. The Company records revenue in the same manner net of the value of the truck chassis in both the Company’s floor plan and bailment pool agreements. The Company does not set the price for the truck chassis, is not responsible for the billing of the chassis and does not have inventory risk in either the bailment pool or floor plan agreements. The Work Truck

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Solutions segment also has manufacturing operations of municipal snow and ice control equipment, where revenue is recognized upon shipment of equipment to the customer.

Revenues from the sales of the Work Truck Solutions products are recognized net of the truck chassis with the selling price to the customer recorded as sales and the manufacturing and up-fit cost of the product recorded as cost of sales. In these cases, the Company acts as an agent as it does not have inventory or pricing control over the truck chassis. Within the Work Truck Solutions segment, the Company also sells certain third-party products for which it acts as an agent. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition, the cost paid to the third-party service provider is recorded as a reduction to sales, resulting in net sales being equal to the gross profit on the transaction.

The Work Truck Solutions segment has four revenue streams, as identified below.

State and Local Bids – The Company records revenue of separately sold snow and ice equipment upon shipment and fully upfit vehicles upon delivery. The state and local bid process does not obligate the entity to buy any products from the Company, but merely allows the entity to purchase products in the future typically for a fixed period of time. The entity commits to actually purchasing products from the Company when it issues purchase orders off of a previously awarded bid, which lists out actual quantities of equipment being ordered and the delivery terms. On upfit transactions, the Company is providing a significant service by assembling and integrating the individual products onto the customer’s truck. Each individual product and installation activity is highly interdependent and highly interrelated, and therefore the Company considers the manufacture and upfit of a truck a single performance obligation. Any shipping and handling activities performed by the Company after the transfer of control to the Customer (e.g., when control transfers upon shipment) are considered fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized.

Fleet Upfit Sales – The Company enters into contracts with certain fleet customers. Fleet agreements create enforceable rights without the issuance of a purchase order. Typically, these agreements outline the terms of sale, payment terms, standard pricing, and the rights of the customer and seller. Fleet sales are performed on both customer owned vehicles as well as non-customer owned vehicles. For non-customer owned vehicles, revenue is recognized at a point in time upon delivery of the truck to the customer. For customer-owned vehicles, per Topic 606, revenue is recognized over time based on a cost input method. The Company accumulates costs incurred on partially completed customer-owned upfits based on estimated margin and completion. The Company books an adjustment to account for revenue over time related to customer owned vehicles, which decreased revenue by $84 and $1 for the three months ended June 30, 2020 and 2019, respectively. The adjustment decreased revenue by $190 and increased revenue by $144 for the six months ended June 30, 2020 and 2019, respectively.

Dealer Upfit Sales – The Company upfits work trucks for independent dealer customers. Dealer upfit revenue is recorded upon delivery. The customer does not own the vehicles during the upfit process, and as such revenue is recorded at a point in time upon delivery to the customer.

Over the Counter / Parts & Accessory Sales – Work Truck Solutions part and accessory sales are recorded as revenue upon shipment. Additionally, customers can purchase parts at any of the Company’s showrooms. In these instances, each product is considered a separate performance obligation, and revenue is recognized upon shipment of the goods or customer pick up.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by customer type and timing of revenue recognition, and includes a reconciliation of the disaggregated revenue with reportable segments.

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Revenue by customer type was as follows:


Three Months Ended June 30, 2020	Work Truck Attachments	Work Truck Solutions	Total Revenue
Independent dealer	$ 73,830	$ 25,826	$ 99,656
Government	-	11,700	11,700
Fleet	-	7,133	7,133
Other	-	1,554	1,554
Total revenue	$ 73,830	$ 46,213	$ 120,043

Three Months Ended June 30, 2019	Work Truck Attachments	Work Truck Solutions	Total Revenue
Independent dealer	$ 112,244	$ 29,149	$ 141,393
Government	-	16,083	16,083
Fleet	-	16,565	16,565
Other	-	2,315	2,315
Total revenue	$ 112,244	$ 64,112	$ 176,356

Six Months Ended June 30, 2020	Work Truck Attachments	Work Truck Solutions	Total Revenue
Independent dealer	$ 92,950	$ 53,878	$ 146,828
Government	-	22,190	22,190
Fleet	-	16,362	16,362
Other	-	2,853	2,853
Total revenue	$ 92,950	$ 95,283	$ 188,233

Six Months Ended June 30, 2019	Work Truck Attachments	Work Truck Solutions	Total Revenue
Independent dealer	$ 138,061	$ 62,192	$ 200,253
Government	-	31,612	31,612
Fleet	-	31,517	31,517
Other	-	6,161	6,161
Total revenue	$ 138,061	$ 131,482	$ 269,543

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Revenue by timing of revenue recognition was as follows:


Three Months Ended June 30, 2020	Work Truck Attachments	Work Truck Solutions	Total Revenue
Point in time	$ 73,830	$ 30,381	$ 104,211
Over time	-	15,832	15,832
Total revenue	$ 73,830	$ 46,213	$ 120,043

Three Months Ended June 30, 2019	Work Truck Attachments	Work Truck Solutions	Total Revenue
Point in time	$ 112,244	$ 37,455	$ 149,699
Over time	-	26,657	26,657
Total revenue	$ 112,244	$ 64,112	$ 176,356

Six Months Ended June 30, 2020	Work Truck Attachments	Work Truck Solutions	Total Revenue
Point in time	$ 92,950	$ 60,095	$ 153,045
Over time	-	35,188	35,188
Total revenue	$ 92,950	$ 95,283	$ 188,233

Six Months Ended June 30, 2019	Work Truck Attachments	Work Truck Solutions	Total Revenue
Point in time	$ 138,061	$ 79,478	$ 217,539
Over time	-	52,004	52,004
Total revenue	$ 138,061	$ 131,482	$ 269,543

Contract Balances

The following table shows the changes in the Company’s contract liabilities during the three and six months ended June 30, 2020 and 2019, respectively:


Three Months Ended June 30, 2020		Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
Contract liabilities	$	2,035	$	6,869	$	(2,588)	$	6,316


Three Months Ended June 30, 2019		Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
Contract liabilities	$	2,300	$	7,816	$	(3,230)	$	6,886


Six Months Ended June 30, 2020		Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
Contract liabilities	$	2,187	$	8,506	$	(4,377)	$	6,316


Six Months Ended June 30, 2019		Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
Contract liabilities	$	2,006	$	10,151	$	(5,271)	$	6,886

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The Company receives payments from customers based upon contractual billing schedules. Contract assets include amounts related to our contractual right to consideration for completed performance objectives not yet invoiced. There were no contract assets as of June 30, 2020 or 2019. Contract liabilities include payments received in advance of performance under the contract, variable freight allowances which are refunded to the customer, and rebates paid to distributors under our municipal rebate program, and are realized with the associated revenue recognized under the contract.

The Company recognized revenue of $947 and $913 during the three months ended June 30, 2020 and 2019, respectively, which was included in contract liabilities at the beginning of each period. The Company recognized revenue of $1,414 and $1,285 during the six months ended June 30, 2020 and 2019, respectively, which was included in contract liabilities at the beginning of each period.

3. Credit Losses

Effective January 1, 2020, the Company adopted new accounting guidance that significantly changes the impairment model for estimating credit losses on financial assets to a current expected credit losses (“CECL”) model that requires entities to estimate the lifetime expected credit losses on such assets, leading to earlier recognition of such losses. Under the new guidance, the Company is required to measure expected credit losses using forward-looking information to assess its allowance for credit losses. The guidance also requires the Company to consider of a broader range of reasonable and supportable information in estimating credit losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Effective January 1, 2020, the adoption of CECL accounting, through a modified-retrospective approach, caused an increase to the allowance for credit losses of approximately $400 and $350 for the Work Truck Attachments and Work Truck Solutions segments, respectively.

The majority of the Company’s accounts receivable are due from distributors of truck equipment and dealers of completed upfit trucks. Credit is extended based on an evaluation of a customer’s financial condition. A receivable is considered past due if payments have not been received within agreed upon invoice terms. Accounts receivable are written off after all collection efforts have been exhausted. The Company takes a security interest in the inventory as collateral for the receivable but often does not have a priority security interest. The Company has short-term accounts receivable at its Work Truck Attachments and Work Truck Solutions segments subject to evaluation for expected credit losses. Expected credit losses are estimated based on the loss-rate and probability of default methods. On a periodic basis, the Company evaluates its accounts receivable and establishes the allowance for credit losses based on specific customer circumstances, past events including collections and write-off history, current conditions, and reasonable forecasts about the future. Management evaluated the need for an additional allowance for credit losses related to economic conditions arising from the COVID-19 pandemic. Management has not seen indications of customers going out of business and not being able to pay their bills (although the receivables may become more aged). Management believes customers of the Work Truck Attachments segment have long-standing relationships with the Company, and are mature dealers that are likely able to weather the crisis. Many Work Truck Solutions customers are governments and municipal entities who management believes are highly unlikely to default. In addition management believes Work Truck Solutions has long-standing relationships with its customers, and the customers are in general mature dealers that are unlikely to default as a result of the pandemic. Therefore, as of June 30, 2020, no additional reserve related to the COVID-19 pandemic was deemed necessary. As of June 30, 2020 the Company had an allowance for credit losses on its trade accounts receivable of $1,255 and $1,471 at its Work Truck Attachments and Work Truck Solutions segments, respectively.

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The following table rolls forward the activity related to credit losses for trade accounts receivable at each segment, and on a consolidated basis for the six months ended June 30, 2020: