UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 11-K

 

xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended  December 31, 2019

 

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

 

For the transition period from _________________________ to ________________________

 

Commission file number 001-34728  

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Douglas Dynamics, L.L.C. 401(k) Plan

 

B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office:

 

Douglas Dynamics, Inc.

7777 North 73rd Street

Milwaukee, Wisconsin 53223

 

 

 

 

 

REQUIRED INFORMATION

 

The following financial statements and supplemental information of the Douglas Dynamics, L.L.C. 401(k) Plan, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, are filed herewith.

 

 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

Milwaukee, Wisconsin

 

FINANCIAL STATEMENTS AND

SUPPLEMENTAL INFORMATION

December 31, 2019 and 2018

 

 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

 

TABLE OF CONTENTS

 

  PAGE
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
   
FINANCIAL STATEMENTS  
   
Statements of Net Assets Available for Benefits 3
Statement of Changes in Net Assets Available for Benefits 4
   
Notes to Financial Statements 5
   
SUPPLEMENTAL INFORMATION 15
   
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions 16
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 17

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Administrative Committee

Douglas Dynamics, L.L.C. 401(k) Plan

Milwaukee, Wisconsin

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of net assets available for benefits of Douglas Dynamics, L.L.C. 401(k) Plan (the Plan) as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of Douglas Dynamics, L.L.C. 401(k) Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 1 
 

 

Supplemental Information

 

The supplemental schedule of assets (held at end of year) and schedule of delinquent participant contributions (collectively, the supplemental information) have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

 

/s/ CliftonLarsonAllen LLP

 

CliftonLarsonAllen LLP

 

 

We have served as the Plan’s auditor since 2011.

 

Milwaukee, Wisconsin

June 10, 2020

 

 2 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2019 and 2018

 

   2019   2018 
ASSETS          
Participant-directed investments, at fair value  $107,393,495   $76,964,754 
Contributions receivable   36,334    32,696 
Other receivables   19,583    - 
Notes receivable from participants   1,883,324    1,992,341 
NET ASSETS AVAILABLE FOR BENEFITS  $109,332,736   $78,989,791 

 

The accompanying notes are an integral part of the financial statements

 

 3 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31, 2019

 

ADDITIONS TO NET ASSETS    
ATTRIBUTED TO    
Investment income:     
Interest and dividends  $406,576 
Net appreciation in fair value of investments   18,342,761 
Net investment income   18,749,337 
Interest income from notes receivable from participants   122,292 
Contributions:     
Company   3,633,046 
Participants   6,662,292 
Rollover   6,269,268 
Total contributions   16,564,606 
Total additions   35,436,235 
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO     
Benefits paid to participants   5,047,266 
Administrative expenses   46,024 
Total deductions   5,093,290 
NET INCREASE IN NET ASSETS AVAILABLE     
FOR BENEFITS   30,342,945 
NET ASSETS AVAILABLE FOR BENEFITS     
Beginning of year   78,989,791 
End of year  $109,332,736 

 

The accompanying notes are an integral part of the financial statements

 

 4 
 

 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 1 - DESCRIPTION OF PLAN

 

The following is a brief description of Douglas Dynamics, L.L.C. 401(k) Plan (the “Plan”) as in effect during 2019. Participants should refer to the Plan document and Summary Plan Description for a more complete discussion of the provisions of the Plan.

 

General

 

The Plan is a defined contribution plan established on January 1, 1988 and most recently restated effective January 1, 2019. All employees (other than leased employees of Douglas Dynamics, L.L.C. (the “Company”) and its controlled group members who have adopted the plan) are eligible for participation in the Plan. Employees become participants on the first day of each calendar quarter following the employment commencement date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Effective January 1, 1998, employees of the Company’s subsidiary, Fisher, LLC, became eligible to participate. Effective January 1, 2015, employees of the Company’s Madison Heights facility, TrynEx, became eligible to participate in the Plan. Effective January 1, 2016, the Henderson Products, Inc. 401(k) Plan was merged into the Plan and employees of Henderson Products, Inc., a subsidiary of the Company, became eligible to participate (“Henderson participants”). The merged assets totaled $12,064,660. Effective January 1, 2018, the Dejana Truck & Utility Equipment Co., Inc. 401(k) Plan was merged into the Plan and employees of Dejana Truck & Utility Equipment Company, LLC, a subsidiary of the Company, became eligible to participate (“Dejana participants”). The merged assets totaled $13,390,124.

 

The Plan was amended as of December 1, 2018 to allow for a one time Discretionary Contribution attributable to the plan year beginning on January 1, 2018 in such aggregate amount as determined by the employer. The one- time Discretionary Contribution was made on behalf of each Active Participant (i) who was an active participant in and accruing a benefit under the Douglas Dynamics, L.L.C. Salaried Pension Plan as of December 31, 2018 and (ii) who was a nonhighly compensated employee for the plan year beginning on January 1, 2018.

 

A new Plan document was issued with an effective date of January 1, 2019 that converted the Plan to a safe harbor plan. Under the new safe harbor plan, the Company has an employer matching percentage of 100% of contributions up to 3% of compensation, plus 50% of contributions over 3% of compensation up to 6% of compensation. The Company also amended the Plan as of January 1, 2019 changing the financial hardship withdrawals in accordance with the Bipartisan Budget Act of 2018.

 

 5 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 1 - DESCRIPTION OF PLAN (CONTINUED)

 

Contributions

 

Contributions to the Plan are made by the participants in the Plan and by the Company and are subject to the provisions of Section 401(k) of the Internal Revenue Code (IRC).

 

New employees that meet the requirements to participate in the Plan are automatically enrolled with a default 3 percent deferral rate, increasing each year until the participant reaches a 6 percent deferral rate, unless otherwise elected by the Plan participant.

 

Participants can contribute up to 30 percent of their eligible compensation, as defined, to the Plan, subject to limits set forth by the IRC. Participants who attained age 50 before the end of the Plan year were eligible to make catch-up contributions. The Company has an employer matching percentage of 100% of contributions up to 3% of compensation, plus 50% of contributions over 3% of compensation up to 6% of compensation. Additional contributions could be made at the option of the Company’s Board of Managers subject to certain limitations set forth in the Plan. Employee contributions and employer matching contributions are 100 percent vested.

 

 6 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 1 - DESCRIPTION OF PLAN (CONTINUED)

 

Contributions (Continued)

 

Additionally, participants with an employment or reemployment commencement date on or after January 1, 2017, TrynEx participants, Henderson participants and Dejana Participants were not eligible to receive an additional nondiscretionary 3 percent contribution.

 

Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover). Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers various pooled separate accounts, mutual funds, Company stock and common collective trusts as investment options for participants.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings or losses. Allocations are based on the participant’s eligible compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Notes Receivable from Participants

 

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50 percent of their vested account balance, whichever is less. Notes receivable transactions are treated as a transfer between the investment fund and the notes receivable fund. Notes receivable terms range from one to five years, although a longer term is permitted if proceeds are for the purchase of a primary residence. The notes receivable are secured by the balance in the participant’s account and bear a fixed rate of interest at 2 percent over the prime rate at the time the loan was made. Principal and interest are paid ratably through monthly payroll deductions in those cases where repayment through payroll deduction is available. Payments of principal and interest are credited to the participant’s account.

 

Forfeitures

 

Forfeited nonvested accounts will be used to pay administrative expenses, reduce employer contributions, or be reallocated to participants. At December 31, 2019 and 2018, there were $1,593 and $961 of forfeited nonvested accounts available to reduce Company contributions and pay administrative expenses, respectively. During 2019, $21,631 of forfeitures were used to reduce Company contributions. During 2019, $355 of forfeitures were used to pay administrative expenses.

 

 7 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 1 - DESCRIPTION OF PLAN (CONTINUED)

 

Benefit Payments

 

Plan benefits are payable upon retirement at age 65 or later, disability, death, financial hardship, or termination of employment. Upon death, a participant’s account will be paid to the beneficiary in a lump sum upon the valuation date immediately following death. If a participant is at least age 59-1/2, an election may be made generally once each year, in writing, to receive a payment consisting of all or part of the account balance.

 

If the participant’s vested account is $5,000 or greater, upon retirement or termination of employment other than death, the vested account will generally be paid in one single sum (subject to exceptions described in the Plan). For 2019, an account could be maintained up to age 70-1/2, at which time payment must be arranged. If the balance is less than $5,000, the entire balance will be distributed upon retirement or termination in one lump sum payment.

 

Plan Termination

 

Although it has not expressed an intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, the participants would become fully vested in their Company contributions.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The financial statements have been prepared on the accrual basis of accounting.

 

Investment Valuation

 

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net investment appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

 8 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. Related fees are recorded as administrative expenses and are expensed as incurred. No allowance for credit losses has been recorded as of December 31, 2019 or 2018.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of certain assets and liabilities. Actual results could differ from those estimates.

 

Excess Contributions Payable

 

The Plan is required to return contributions received during the Plan year in excess of the IRC limits and are recorded as a liability with a corresponding deduction to contributions. There were no excess contributions payable as of December 31, 2019 or 2018.

 

Plan Expenses

 

Pursuant to the terms of the Plan, the Company pays all of the administrative expenses of the Plan except for administrative expenses incurred in conjunction with early withdrawals, participant requested services, and loan distributions (which are paid by participants). Investment related expenses are included in net appreciation in fair value of investments.

 

Subsequent Events

 

Subsequent to year end, the World Health Organization declared the spread of Coronavirus Disease (COVID-19) a worldwide pandemic. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. During the period from January 1, 2020 through June 10, 2020, both domestic and international equity markets have experienced significant volatility and some declines. These losses are not reflected in the financial statements as of and for the year ended December 31, 2019.

 

The Plan has evaluated subsequent events through June 10, 2020, the date the financial statements were issued.

 

 9 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 3 - FAIR VALUE MEASUREMENTS

 

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:

 

Level 1 -Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly such as,

 

quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in inactive markets;
inputs other than quoted prices that are observable for the asset or liability;
inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

 10 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 3 - FAIR VALUE MEASUREMENTS (CONTINUED)

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2019 and 2018.

 

Douglas Dynamics, Inc. Common Stock is valued at fair value based on the closing price reported in an active market where such shares are traded.

 

Mutual funds are valued at the net asset value (“NAV”) of shares held by the plan at year end.

 

Pooled separate accounts consist of various investment options (i.e. common stock, mutual funds, short-term securities, real estate) and are valued at the NAV which is based on the market value of its underlying investments. While the majority of the underlying asset values are quoted prices, the NAV of the pooled separate accounts is not publicly quoted and are determined by the insurance company. NAV is a readily determinable fair value and is the basis for current transactions.

 

Common collective trusts are valued at the NAV which is based on the market value of its underlying investments. The Plan offers funds that are common collective trusts. These funds are collective investment trusts that contain synthetic investment contracts comprised of both underlying investment and contractual components which have observable Level 1 or Level 2 pricing inputs, including quoted prices for similar assets in active or non-active markets. NAV is used as an estimate of fair value, as the reporting entity has the ability to redeem its investment at NAV as of the measurement date as collective investment trusts can be redeemed on a daily basis. NAV is a readily determinable fair value and is the basis for current transactions.

 

 11 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 3 - FAIR VALUE MEASUREMENTS (CONTINUED)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2019:

 

   Level 1   Level 2    Level 3   Total 
Douglas Dynamics, Inc. stock  $3,972,731   $-   $-   $3,972,731 
Mutual funds   29,973,454    -    -    29,973,454 
Pooled separate accounts   -    16,557,054    -    16,557,054 
Common collective trust   -    56,890,256    -    56,890,256 
Total assets at fair value  $33,946,185   $73,447,310   $-   $107,393,495 

 

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2018:

 

   Level 1   Level 2    Level 3   Total 
Douglas Dynamics, Inc. stock  $2,486,994   $-   $-   $2,486,994 
Mutual funds   20,620,899    -    -    20,620,899 
Pooled separate accounts   -    12,277,606    -    12,277,606 
Common collective trust   -    41,579,255    -    41,579,255 
Total assets at fair value  $23,107,893   $53,856,861   $-   $76,964,754 

 

NOTE 4 – PARTY-IN-INTEREST TRANSACTIONS

 

Certain Plan investments are managed by Principal Life Insurance Company. Principal Life Insurance Company is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Principal Life Insurance Company amounted to $46,024 for the year ended December 31, 2019. These party-in-interest transactions are exempt from the prohibited transaction rules at ERISA.

 

 12 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 5 - TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by a letter dated August 8, 2014, that the volume submitter plan used by the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes is included in the accompanying financial statements.

 

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions. The Plan received a letter from the Department of Labor on May 1, 2019 informing the Plan that an audit will be performed by the Department of Labor for the Plan year ended December 31, 2017. The Department of Labor concluded on its review with a letter dated July 9, 2019 in which it determined that no further action was required.

 

NOTE 6 - RISK AND UNCERTAINTIES

 

The Plan invests in various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

 

The outbreak of the coronavirus (COVID-19) has adversely affected, and may continue to adversely affect, economic activity globally, nationally and locally. Following the COVID-19 outbreak in March 2020, the values of investment securities have experienced significant volatility. These economic and market conditions and other effects of the COVID-19 outbreak may continue to adversely affect the Plan. The extent of the adverse impact to the amounts reported in the 2019 statement of net assets available for benefits will depend on future developments that are highly uncertain and cannot be accurately predicted.

 

 13 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

 

NOTE 7 - RECONCILIATION TO FORM 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Plan’s Form 5500 as of December 31:

 

   2019   2018 
Net assets available for benefits per the financial statements  $109,332,736   $78,989,791 
Difference in fair value of common collective trust reported on Form 5500   65,265    (40,119)
Net assets available for benefits per the Form 5500  $109,398,001   $78,949,672 

 

The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2019:

 

Net increase in net assets available for benefits per the financial statements  $30,342,945 
Change in difference in fair value of common collective trust reported on Form 5500   105,384 
Net increase in net assets available for benefits per the Form 5500  $30,448,329 

 

The Principal Stable Value Fund Common Collective Trust is reconciled to the fair value on Form 5500 from the fair value on the financial statements above.

 

NOTE 8 – NON-EXEMPT TRANSACTIONS

 

In 2019 the Company withheld excess loan payments from certain payroll periods that were never applied to the participant accounts or refunded. In 2018 and 2017, the Company failed to remit certain employee deferral contributions and loan payments for certain payroll periods within the timeframe prescribed by the Department of Labor. These are deemed prohibited transactions in accordance with ERISA and the IRC. The Company is in the process of filing the required Form 5330 with the IRS and will pay any associated excise tax.

 

 14 
 

  

 

 

 

SUPPLEMENTAL INFORMATION

 

 

 

 15 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

SCHEDULE H, LINE 4(a) - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

Year Ended December 31, 2019

 

Name of Plan Sponsor: DOUGLAS DYNAMICS, L.L.C.          
Employer Identification Number: 42-1623692          
Three Digit Plan Number: 006          
             

 

2017 Participant Contributions Transferred Late to Plan   Total that Constitute Non-Exempt Prohibited  
  Check here if Late
Participant Loan
  Contributions Not Contributions
Corrected Outside
Contributions
Pending Correction
Total fully corrected
under VFCP and PTE
Amount Withheld Repayments are included:   Corrected VFCP in VFCP 2002-51
$33,502     $33,502      
             
2018 Participant Contributions Transferred Late to Plan   Total that Constitute Non-Exempt Prohibited  
  Check here if Late     Contributions Contributions Total fully corrected
  Participant Loan   Contributions Not Corrected Outside Pending Correction under VFCP and PTE
Amount Withheld Repayments are included:   Corrected VFCP in VFCP 2002-51
$192     $192      
             
2019 Participant Contributions Transferred Late to Plan   Total that Constitute Non-Exempt Prohibited  
  Check here if Late     Contributions Contributions Total fully corrected
  Participant Loan   Contributions Not Corrected Outside Pending Correction under VFCP and PTE
Amount Withheld Repayments are included:   Corrected VFCP in VFCP 2002-51
$289     $289      

 

 16 
 

 

DOUGLAS DYNAMICS, L.L.C.

401(k) PLAN

SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2019

 

Name of Plan Sponsor:  DOUGLAS DYNAMICS, L.L.C.        
Employer Identification Number:  42-1623692        
Three Digit Plan Number:  006        
   (b)  (c)        
   Identity of Issuer,  Description of Investment      (e) 
   Borrower, Lessor,  including maturity date, rate of interest,  (d)   Current 
(a)  or Similar Party  collateral, par, or maturity value  Cost (2)   Value 
*  Douglas Dynamics, Inc. Common Stock  Employer Common Stock       $3,972,731 
*  Principal Life Insurance Company  Large Cap S&P 500 Index - pooled separate          
      account        5,330,239 
*  Principal Life Insurance Company  Small Cap S&P 600 Index - pooled separate account        3,886,495 
*  Principal Life Insurance Company  Bond Market Index - pooled separate account        1,198,602 
*  Principal Life Insurance Company  High Yield I - pooled separate account        1,806,822 
*  Principal Life Insurance Company  International Equity Index - pooled separate account        505,810 
*  Principal Life Insurance Company  Principal Stable Value Fund - common collective trust        4,419,036 
*  Principal Life Insurance Company  Stock - pooled separate account        81,132 
*  Principal Life Insurance Company  Core Plus Bond - pooled separate account        1,776,902 
*  Principal Life Insurance Company  Mid-Cap Value I - pooled separate account        589,525 
*  Principal Life Insurance Company  Mid-Cap S&P 400 Index - pooled separate account        1,381,527 
*  Principal Life Insurance Company  Lifetime Strategic Income - common collective trust        555,860 
*  Principal Life Insurance Company  Lifetime 2010 - common collective trust        964,268 
*  Principal Life Insurance Company  Lifetime 2020 - common collective trust        11,254,343 
*  Principal Life Insurance Company  Lifetime 2030 - common collective trust        19,204,222 
*  Principal Life Insurance Company  Lifetime 2040 - common collective trust        10,167,876 
*  Principal Life Insurance Company  Lifetime 2050 - common collective trust        8,197,514 
*  Principal Life Insurance Company  Lifetime 2060 - common collective trust        2,192,402 
   The Vanguard Group  Vanguard Windsor Admiral - mutual fund        3,863,977 
   The Vanguard Group  Vanguard Primecap Admiral - mutual fund        5,987,050 
   The Vanguard Group  Vanguard Explorer Admiral - mutual fund        1,845,518 
   T. Rowe Price  Capital Appreciation - mutual fund        7,640,893 
   T. Rowe Price  Mid-Cap Growth - mutual fund        5,509,912 
   American Century Investments  Small Cap Value - mutual fund        971,484 
   American Funds  Europacific Growth R5 Fund - mutual fund        2,281,987 
   American Funds Service Company  American Funds American R5 - mutual fund        1,040,236 
   Oppenheimer  Oppenheimer Developing Markets Y Fund - mutual fund        832,397 
*  Participants  Loans (1)  $-    1,883,324 
              $109,342,084 

 

*Party-in-interest as defined by ERISA.

 

(1) Bearing interest rates ranging from 4.25 to 7.50 percent and maturing at various dates through May 2029.

(2) Not applicable - participant directed investments except for participant loans.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    DOUGLAS DYNAMICS, L.L.C. 401(K) PLAN
   
   
Dated: June 10, 2020 By: /s/ Sarah Lauber
  Sarah Lauber
  Chief Financial Officer and Secretary of
  Douglas Dynamics, Inc.

 

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EXHIBIT INDEX

 

DOUGLAS DYNAMICS, L.L.C. 401(K) PLAN

FORM 11-K

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

 

Exhibit No.  Description
    
23  Consent of CliftonLarsonAllen LLP

 

 19 

 

 

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-184781 on Form S- 8 of our report dated June 10, 2020, appearing in this Annual Report on Form 11-K of Douglas Dynamics, L.L.C. 401(k) Plan for the year ended December 31, 2019.

 

 

/s/ CliftonLarsonAllen LLP
 
CliftonLarsonAllen LLP
 
 
Milwaukee, Wisconsin
June 10, 2020

 

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