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Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,343 and $220 at September 30, 2024 are included in Prepaid and other current assets and Other long-term assets, respectively. Interest rate swaps of $3,174 and $859 at December 31, 2023 are included in Prepaid and other current assets and Other long-term assets, respectively. The fair value of the Company’s long-term debt, including current maturities, approximates its carrying value. Long-term debt is recorded at carrying amount, net of discount and deferred debt issuance costs, as disclosed on the face of the balance sheet. 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Reflects unrelated legal, severance, restructuring and consulting fees for the periods presented. Includes cost of sales, other (income) expense, and the addback of depreciation expense, stock based compensation, impairment charges, gain on sale leaseback transaction, CEO transition fees, and unrelated legal, severance, restructuring, and consulting fees for the periods presented. The fair value of the Company’s long-term debt, including current maturities, approximates its carrying value. Long-term debt is recorded at carrying amount, net of discount and deferred debt issuance costs, as disclosed on the face of the balance sheet. Included in Non-qualified benefit plan assets is the cash surrender value of insurance policies on various individuals that are associated with the Company. The carrying amount of these insurance policies approximates their fair value and is considered a Level 2 input. The Company had outstanding loans of $427 and $546 against these Non-qualified benefit plan assets as of March 31, 2025 and December 31, 2024, respectively, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, respectively. ? Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,489 and $176 at March 31, 2025 are included in Prepaid and other current assets and Other long-term assets, respectively. Interest rate swaps of $1,712 and $628 at December 31, 2024 are included in Prepaid and other current assets and Other long-term assets, respectively. 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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 ~~September~~March 3031, ~~2024~~2025

☐

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.)

11270 W Park Place Ste 300

Milwaukee, Wisconsin 53224

(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 ~~October~~May 296, ~~2024~~2025 was 23,~~094~~209,~~047~~426.

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DOUGLAS DYNAMICS, INC.

Table of Contents


PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	5
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2024 and 2023	6
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3940
Item 4. Controls and Procedures	4041
PART II. OTHER INFORMATION	4041
Item 1. Legal Proceedings	4041
Item 1A. Risk Factors	4142
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4142
Item 3. Defaults Upon Senior Securities	4142
Item 4. Mine Safety Disclosures	4142
Item 5. Other Information	4142
Item 6. Exhibits	4243
Signatures	4344

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Douglas Dynamics, Inc.

Condensed Consolidated Balance Sheets

(In thousands except share data)

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	87,~~413~~207	$	245,~~156~~119
Accounts receivable, net		~~153~~69,~~096~~219		8387,~~760~~407
Inventories		~~145~~171,~~362~~472		~~140~~137,~~390~~034
Inventories - truck chassis floor plan		321,~~459~~174		2,~~217~~612
Refundable income taxes paid		—		4,817
Prepaid and other current assets		5,181		6,053
Prepaid and other current assets		5,738		6,898
Total current assets		274,253		238,225
Total current assets		316,068		262,238
Property, plant, and equipment, net		40,791		41,311
Property, plant, and equipment, net		39,309		67,340
Goodwill		113,134		113,134
Other intangible assets, net		~~115~~112,~~180~~000		~~121~~113,~~070~~550
Operating lease - right of use asset		6968,~~295~~271		1870,~~008~~801
Non-qualified benefit plan assets		10,~~589~~562		910,~~195~~482
Other long-term assets		2,~~012~~029		2,~~433~~480
Total assets	$	~~665~~621,~~587~~040	$	~~593~~589,~~418~~983
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3542,~~278~~864	$	3132,~~374~~319
Accrued expenses and other current liabilities		3123,~~200~~532		2526,~~817~~182
Floor plan obligations		321,~~459~~174		2,~~217~~612
Operating lease liability - current		67,~~848~~185		57,~~347~~394
Income taxes payable		31,~~729~~612		—1,685
Short term borrowings		6712,000		~~47,000~~—
Current portion of long-term debt		-7,416		~~6,762~~—
Total current liabilities		~~147~~115,~~514~~783		~~118~~70,~~517~~192
Retiree benefits and deferred compensation		1513,~~036~~309		13,~~922~~616
Deferred income taxes		2524,~~418~~605		2724,~~903~~574
Long-term debt, less current portion		~~146~~140,~~502~~467		~~181~~146,~~491~~679
Operating lease liability - noncurrent		6362,~~802~~636		1364,~~887~~785
Other long-term liabilities		65,~~559~~355		65,~~133~~922
Stockholders’ equity:
Common Stock, par value $0.01, 200,000,000 shares authorized, 23,094,047 and 22,983,965 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		231		230
Common Stock, par value $0.01, 200,000,000 shares authorized, 23,209,426 and 23,094,047 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		232		231
Additional paid-in capital		~~168~~172,~~859~~080		~~165~~170,~~233~~092
Retained earnings		8781,~~469~~552		5988,~~746~~420
Accumulated other comprehensive income, net of tax		45,~~197~~021		65,~~356~~472
Total stockholders’ equity		~~260~~258,~~756~~885		~~231~~264,~~565~~215
Total liabilities and stockholders’ equity	$	~~665~~621,~~587~~040	$	~~593~~589,~~418~~983

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						~~Nine Months Ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2024			2023			2024			2023
	2025			2024
	(unaudited)						~~(unaudited)~~
Net sales	$	~~129~~115,~~398~~067		$	~~144~~95,~~121~~655		$	~~424,955~~		$	~~433,933~~
Cost of sales		9886,~~523~~928			~~111~~76,~~992~~735			~~313,857~~			~~329,166~~
Gross profit		3028,~~875~~139			3218,~~129~~920			~~111,098~~			~~104,767~~
Selling, general, and administrative expense		2523,~~688~~387			1721,~~998~~488			~~70,546~~			~~64,612~~
Impairment charges		—			—1,224			~~1,224~~			—
Gain on sale leaseback transaction		(42,298	)		—			(42,298	)		—
Intangibles amortization		1,550			2,630
Intangibles amortization		1,630			2,630			5,890			7,890
Income (loss) from operations		3,202			(6,422	)
Income from operations		45,855			11,501			75,736			32,265
Interest expense, net		(2,384	)		(3,524	)
Interest expense, net		(4,469	)		(4,607	)		(12,116	)		(11,207	)
Debt modification expense		(176	)		—
Other income (expense), net		354			35			304			(19	)
Loss on extinguishment of debt		(156	)		—
Income before taxes		41,740			6,929			63,924			21,039
Other income, net		4			3
Income tax expense		9,482			1,137			15,680			4,393
Income (loss) before taxes		490			(9,943	)
Net income	$	32,258		$	5,792		$	48,244		$	16,646
Income tax expense (benefit)		342			(1,591	)
Weighted average number of common shares outstanding:
Net income (loss)	$	148		$	(8,352	)
Basic		23,094,047			22,983,965			23,065,924			22,955,388
Weighted average number of common shares outstanding:
Diluted		23,577,883			22,983,965			23,476,039			22,955,388
Basic		23,121,555			23,009,369
Earnings per common share:
Diluted		23,121,555			23,009,369
Basic	$	1.37		$	0.25		$	2.05		$	0.71
Earnings (loss) per common share:
Diluted	$	1.36		$	0.24		$	2.04		$	0.69
Basic	$	0.01		$	(0.37	)
Cash dividends declared and paid per share	$	0.30		$	0.30		$	0.89		$	0.89
Diluted	$	(0.00	)	$	(0.37	)
Comprehensive income	$	30,214		$	5,651		$	46,085		$	16,283
Cash dividends declared and paid per share	$	0.30		$	0.30
Comprehensive loss	$	(303	)	$	(8,012	)

See the accompanying notes to condensed consolidated financial statements.

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Douglas Dynamics, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

	Nine Months Ended
	Three Months Ended
	September 30,			September 30,
	March 31,			March 31,
	2024			2023
	2025			2024
	(unaudited)
Operating activities
Net income	$	48,244		$	16,646
Net income (loss)	$	148		$	(8,352	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		143,~~029~~823			165,~~180~~345
Loss (gain) on disposal of fixed asset		347			(45	)
Gain on disposal of fixed assets		-			(6	)
Amortization of deferred financing costs and debt discount		~~526~~169			~~440~~147
Gain on sale leaseback transaction		(42,298	)		-
Debt modification expense		176			-
Stock-based compensation		3,627			4,236
Loss on extinguishment of debt		156			-
Adjustments on derivatives not classified as hedges		(287	)		(516	)
Stock-based compensation		2,150			355
Provision for losses on accounts receivable		527			329
Adjustments on derivatives not classified as hedges		-			(172	)
Deferred income taxes		(2,485	)		(2,177	)
Provision for losses on accounts receivable		157			179
Impairment charges		1,224			-
Deferred income taxes		31			96
Non-cash lease expense		4,264			287
Impairment charges		-			1,224
Non-cash lease expense		2,056			1,364
Changes in operating assets and liabilities:
Accounts receivable		~~(69~~18,~~863~~030	)		~~(78~~25,~~866~~001	)
Inventories		(434,~~972~~438	)		(1034,~~745~~378	)
Prepaid assets, refundable income taxes and other assets		(1,~~071~~782	)		(13,~~403~~250	)
Accounts payable		410,~~355~~953			(6,~~826~~695	)
Accrued expenses and other current liabilities		9(2,~~114~~903	)		(~~979~~2,238	)
Benefit obligations, long-term liabilities and other		~~1,446~~(63	)		(~~709~~241	)
Net cash used in operating activities		(331,~~273~~337	)		(6421,~~148~~621	)
Investing activities
Capital expenditures		(32,~~982~~161	)		(71,~~723~~328	)
Proceeds from sale leaseback transaction		64,150			-
Net cash used in investing activities		(2,161	)		(1,328	)
Proceeds from insurance recoveries		366			-
Net cash provided by (used in) investing activities		60,534			(7,723	)
Financing activities
Proceeds from (payments on) life insurance policy loans		(204	)		750
Shares withheld on restricted stock vesting paid for employees’ taxes		(161	)		-
Payments of financing costs		(279	)		(334	)
Payments on life insurance policy loans		(119	)		(204	)
Dividends paid		(20,521	)		(20,689	)
Payments of financing costs		(200	)		(279	)
Net revolver borrowings		20,000			101,000
Dividends paid		(7,016	)		(6,750	)
Repayment of long-term debt		(42,000	)		(18,438	)
Net revolver borrowings		12,000			8,000
Net cash provided by (used in) financing activities		(43,004	)		62,289
Borrowings on long-term debt		148,770			-
Change in cash and cash equivalents		(15,743	)		(9,582	)
Repayment of long-term debt		(147,688	)		-
Cash and cash equivalents at beginning of period		24,156			20,670
Net cash provided by financing activities		5,586			767
Cash and cash equivalents at end of period	$	8,413		$	11,088
Change in cash and cash equivalents		2,088			(22,182	)
Cash and cash equivalents at beginning of period		5,119			24,156
Cash and cash equivalents at end of period	$	7,207		$	1,974
Non-cash operating and financing activities
Truck chassis inventory acquired through floorplan obligations	$	519,~~637~~083		$	73,~~245~~211

See the accompanying notes to condensed consolidated financial statements.

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Douglas Dynamics, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands except share data)

(Unaudited)

	Common Stock				Additional Paid-in			Retained			Accumulated Other Comprehensive
	Shares		Dollars		Capital			Earnings			Income			Total
Three Months Ended September 30, 2024
Three Months Ended March 31, 2025
Balance at June 30, 2024		23,094,047	$	231	$	168,065		$	62,120		$	6,241		$	236,657
Balance at December 31, 2024		23,094,047	$	231	$	170,092		$	88,420		$	5,472		$	264,215
Net income		—		—		—			~~32,258~~148			—			~~32,258~~148
Dividends paid		—		—		—			(67,~~909~~016	)		—			(67,~~909~~016	)
Adjustment for postretirement benefit liability, net of tax of $14		—		—		—			—			(40	)		(40	)
Adjustment for postretirement benefit liability, net of tax of $4		—		—		—			—			(12	)		(12	)
Adjustment for interest rate swap, net of tax of $704		—		—		—			—			(2,004	)		(2,004	)
Adjustment for interest rate swap, net of tax of $176		—		—		—			—			(500	)		(500	)
Stock based compensation		—		—		794			—			—			794
Adjustment for steel hedging instrument, net of tax of ($22)		—		—		—			—			61			61
Balance at September 30, 2024		23,094,047	$	231	$	168,859		$	87,469		$	4,197		$	260,756
Shares withheld on restricted stock vesting		—		—		(161	)		—			—			(161	)
Nine Months Ended September 30, 2024
Stock based compensation		115,379		1		2,149			—			—			2,150
Balance at March 31, 2025		23,209,426	$	232	$	172,080		$	81,552		$	5,021		$	258,885
Three Months Ended March 31, 2024
Balance at December 31, 2023		22,983,965	$	230	$	165,233		$	59,746		$	6,356		$	231,565
Net income		—		—		—			48,244			—			48,244
Net loss		—		—		—			(8,352	)		—			(8,352	)
Dividends paid		—		—		—			(206,~~521~~750	)		—			(206,~~521~~750	)
Adjustment for pension and postretirement benefit liability, net of tax of $42		—		—		—			—			(120	)		(120	)
Adjustment for pension and postretirement benefit liability, net of tax of $14		—		—		—			—			(40	)		(40	)
Adjustment for interest rate swap, net of tax of $717		—		—		—			—			(2,039	)		(2,039	)
Adjustment for interest rate swap, net of tax of ($133)		—		—		—			—			380			380
Repurchase of common stock		—		—		—			—			—			—
Stock based compensation		110,082		1		354			—			—			355
Stock based compensation		110,082		1		3,626			—			—			3,627
Balance at March 31, 2024		23,094,047	$	231	$	165,587		$	44,644		$	6,696		$	217,158
Balance at September 30, 2024		23,094,047	$	231	$	168,859		$	87,469		$	4,197		$	260,756
Three Months Ended September 30, 2023
Balance at June 30, 2023		22,983,965	$	230	$	168,516		$	60,508		$	8,906		$	238,160
Net income		—		—		—			5,792			—			5,792
Dividends paid		—		—		—			(6,879	)		—			(6,879	)
Adjustment for pension and postretirement benefit liability, net of tax of $19		—		—		—			—			(53	)		(53	)
Adjustment for interest rate swap, net of tax of $31		—		—		—			—			(88	)		(88	)
Stock based compensation		—		—		—			—			—			—
Balance at September 30, 2023		22,983,965	$	230	$	168,516		$	59,421		$	8,765		$	236,932
Nine Months Ended September 30, 2023
Balance at December 31, 2022		22,886,793	$	229	$	164,281		$	63,464		$	9,128		$	237,102
Net income		—		—		—			16,646			—			16,646
Dividends paid		—		—		—			(20,689	)		—			(20,689	)
Adjustment for pension and postretirement benefit liability, net of tax of $57		—		—		—			—			(159	)		(159	)
Adjustment for interest rate swap, net of tax of $74		—		—		—			—			(204	)		(204	)
Stock based compensation		97,172		1		4,235			—			—			4,236
Balance at September 30, 2023		22,983,965	$	230	$	168,516		$	59,421		$	8,765		$	236,932

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 ~~2023~~2024 Form 10-K (Commission File No. 001-34728) filed with the Securities and Exchange Commission on February 2725, ~~2024~~2025.

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 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 15 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 ~~September~~March 3031, ~~2024~~2025, the Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~ Loss and the Condensed Consolidated Statements of Shareholders’ Equity for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, and the Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, 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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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~~be entitled to 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~~ most cases. In the case of a single order containing multiple upfits, the transaction price may represent multiple performance obligations.

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, which are accounted for as variable consideration. 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, expected market conditions 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 dealer 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 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~~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.

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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~~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 can 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. These agreements also obligate the customer to purchase a specified quantity of products. 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 as the Company's performance enhances an asset the customer controls while the asset is enhanced. The Company accumulates costs incurred on partially completed customer-owned upfits based on estimated margin and completion.

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.

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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.

Revenue by customer type was as follows:

Three Months Ended September 30, 2024

Work Truck Attachments

Work Truck Solutions

Total Revenue

Three Months Ended March 31, 2025

Work Truck Attachments

Work Truck Solutions

Total Revenue

Independent dealer

6036,~~249~~457

3233,~~826~~406

9369,~~075~~863

Government

1827,~~239~~324

Fleet

15,~~075~~840

Other

32,~~009~~040

Total revenue

6036,~~249~~457

6978,~~149~~610

~~129~~115,~~398~~067

Three Months Ended September 30, 2023

Work Truck Attachments

Work Truck Solutions

Total Revenue

Three Months Ended March 31, 2024

Work Truck Attachments

Work Truck Solutions

Total Revenue

Independent dealer

7523,~~879~~840

3633,~~593~~281

~~112~~57,~~472~~121

Government

1321,~~711~~691

Fleet

1514,~~777~~009

Other

2,~~161~~834

Total revenue

7523,~~879~~840

6871,~~242~~815

~~144~~95,~~121~~655

Nine Months Ended September 30, 2024	Work Truck Attachments		Work Truck Solutions		Total Revenue
Independent dealer	$	202,226	$	110,480	$	312,706
Government		-		59,027		59,027
Fleet		-		46,194		46,194
Other		-		7,028		7,028
Total revenue	$	202,226	$	222,729	$	424,955

Nine Months Ended September 30, 2023	Work Truck Attachments		Work Truck Solutions		Total Revenue
Independent dealer	$	236,346	$	101,822	$	338,168
Government		-		48,256		48,256
Fleet		-		41,431		41,431
Other		-		6,078		6,078
Total revenue	$	236,346	$	197,587	$	433,933

Revenue by timing of revenue recognition was as follows:

Three Months Ended September 30, 2024

Work Truck Attachments

Work Truck Solutions

Total Revenue

Three Months Ended March 31, 2025

Work Truck Attachments

Work Truck Solutions

Total Revenue

Point in time

6036,~~249~~457

4152,~~862~~390

~~102~~88,~~111~~847

Over time

2726,~~287~~220

Total revenue

6036,~~249~~457

6978,~~149~~610

~~129~~115,~~398~~067

Three Months Ended September 30, 2023

Work Truck Attachments

Work Truck Solutions

Total Revenue

Three Months Ended March 31, 2024

Work Truck Attachments

Work Truck Solutions

Total Revenue

Point in time

7523,~~879~~840

4346,~~921~~342

~~119~~70,~~800~~182

Over time

2425,~~321~~473

Total revenue

7523,~~879~~840

6871,~~242~~815

~~144~~95,~~121~~655

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Nine Months Ended September 30, 2024	Work Truck Attachments		Work Truck Solutions		Total Revenue
Point in time	$	202,226	$	139,658	$	341,884
Over time		-		83,071		83,071
Total revenue	$	202,226	$	222,729	$	424,955

Nine Months Ended September 30, 2023	Work Truck Attachments		Work Truck Solutions		Total Revenue
Point in time	$	236,346	$	128,287	$	364,633
Over time		-		69,300		69,300
Total revenue	$	236,346	$	197,587	$	433,933

Contract Balances

The following table shows the changes in the Company’s contract liabilities during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively:

Three Months Ended September 30, 2024

Balance at Beginning of Period

Additions

Deductions

Balance at End of Period

Three Months Ended March 31, 2025

Balance at Beginning of Period

Additions

Deductions

Balance at End of Period

Contract liabilities

115,~~564~~063

3,~~959~~479

(72,~~930~~868

)

75,~~593~~674

Three Months Ended September 30, 2023

Balance at Beginning of Period

Additions

Deductions

Balance at End of Period

Three Months Ended March 31, 2024

Balance at Beginning of Period

Additions

Deductions

Balance at End of Period

Contract liabilities

74,~~929~~009

34,~~988~~823

(82,~~012~~776

)

36,~~905~~056

Nine Months Ended September 30, 2024		Balance at Beginning of Period				Additions				Deductions				Balance at End of Period
Contract liabilities		$	4,009			$	18,528			$	(14,944	)		$	7,593

The Company receives payments from customers based upon contractual billing schedules. Contract assets include amounts related to the contractual right to consideration for completed performance obligations not yet invoiced. There were no contract assets as of March 31, 2025 or 2024. 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 the Company's municipal rebate program, and are realized with the associated revenue recognized under the contract.

Nine Months Ended September 30, 2023		Balance at Beginning of Period				Additions				Deductions				Balance at End of Period
Contract liabilities		$	4,531			$	17,238			$	(17,864	)		$	3,905

The Company receives payments from customers based upon contractual billing schedules. Contract assets include amounts related to the contractual right to consideration for completed performance obligations. There were no contract assets as of September 30, 2024 or 2023. 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 $~~1,826~~581 and $~~1,594~~959 during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively, which was included in contract liabilities at the beginning of each period. The Company recognized revenue of $4,009 and $4,531 during the nine months ended September 30,~~ 2024 ~~and 2023~~, respectively, which was included in contract liabilities at the beginning of each period.

3.	Credit Losses

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.

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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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Balance at December 31, ~~2023~~2024		Additions (reductions) charged to earnings		Writeoffs			Changes to reserve, net			Balance at ~~September~~March 3031, ~~2024~~2025
Nine Months Ended September 30, 2024
Three Months Ended March 31, 2025
Work Truck Attachments	$	1,~~400~~768	$	~~304~~100	$	-(8	)	$	(43	)	$	1,~~700~~857
Work Truck Solutions		~~246~~604		~~223~~57		-(2	)		7018			~~539~~677
Total	$	12,~~646~~372	$	~~527~~157	$	-(10	)	$	6615		$	2,~~239~~534

	Balance at December 31, 2022		Additions (reductions) charged to earnings		Writeoffs		Changes to reserve, net			Balance at September 30, 2023
	Balance at December 31, 2023		Additions (reductions) charged to earnings		Writeoffs		Changes to reserve, net			Balance at March 31, 2024
Nine Months Ended September 30, 2023
Three Months Ended March 31, 2024
Work Truck Attachments	$	1,~~000~~400	$	~~300~~104	$	-	$	-(1	)	$	1,~~300~~503
Work Truck Solutions		~~366~~246		2975		-		~~(33~~69	)		~~362~~390
Total	$	1,~~366~~646	$	~~329~~179	$	-	$	~~(33~~68	)	$	1,~~662~~893

4.	Fair Value

Fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

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The following table presents financial assets and liabilities measured at fair value on a recurring basis and discloses the fair value of long-term debt:

	Fair Value at		Fair Value at
	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Assets:
Non-qualified benefit plan assets (a)	$	10,~~589~~562	$	910,~~195~~482
Interest rate swaps (b)		1,~~563~~665		42,~~033~~340
Total Assets	$	12,152	$	13,228
Steel hedging instrument (d)		29		-
Total Assets	$	12,227	$	12,822
Liabilities:
Long-term debt (c)	$	~~147~~149,~~497~~579	$	~~189~~147,~~413~~526
Total Liabilities	$	147,497	$	189,413
Steel hedging instrument (d)		-		54
Total Liabilities	$	149,579	$	147,580

(a) Included in Non-qualified benefit plan assets is the cash surrender value of insurance policies on various individuals that are associated with the Company. The carrying amount of these insurance policies approximates their fair value and is considered a Level 2 ~~inputs~~input. The Company had outstanding loans of $~~546~~427 and $~~750~~546 against these Non-qualified benefit plan assets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, respectively.

(b) Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,~~343~~489 and $~~220~~176 at ~~September~~March 3031, ~~2024~~2025 are included in Prepaid and other current assets and Other long-term assets, respectively. Interest rate swaps of $31,~~174~~712 and $~~859~~628 at December 31, ~~2023~~2024 are included in Prepaid and other current assets and Other long-term assets, respectively.

(c) The fair value of the Company’s long-term debt, including current maturities, approximates its carrying value. Long-term debt is recorded at carrying amount, net of discount and deferred debt issuance costs, as disclosed on the face of the balance sheet.

(d) Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g., market prices). Model inputs are changed only when corroborated by market data. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Steel hedging instruments of $29 and $54 at March 31, 2025 and December 31, 2024, respectively, are included in Prepaid and other current assets and Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets, respectively.

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5.	Inventories

Inventories consist of the following:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Finished goods	$	6985,~~127~~515	$	7967,~~509~~897
Work-in-process		1719,~~366~~800		1413,~~384~~337
Raw material and supplies		58,869		46,497
Truck chassis inventory		22,054		10,146
	$	145,362	$	140,390
Raw material and supplies		44,103		45,654
	$	171,472	$	137,034

The inventories in the table above do not include truck chassis inventory financed through a floor plan financing agreement, which are recorded separately on the balance sheet. The Company takes title to truck chassis upon receipt of the inventory through its floor plan agreement and performs upfitting service installations to the truck chassis inventory during the installation period. The floor plan obligation is then assumed by the dealer customer upon delivery. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had $321,~~459~~174 and $2,~~217~~612, respectively, of floor plan chassis inventory and $321,~~459~~174 and $2,~~217~~612 of related floor plan financing obligation, respectively. ~~The~~ Under the floor plan financing agreement, the Company recognizes revenue associated with upfitting and service installations net of the truck chassis in instances where the Company does not purchase the chassis.

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6.	Property, plant and equipment

During the three and nine months ended September 30, 2024, the Company closed on a sale leaseback transaction with an unrelated third party. Under this transaction, the Company sold seven properties with a combined net book value of $21,852, see Note 7 for additional information.

Property, plant and equipment are summarized as follows:

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
Land	$	162		$	~~3,969~~162
Land improvements		140			~~5,589~~140
Leasehold improvements		67,~~683~~141			67,~~582~~028
Buildings		32,~~072~~958			362,~~719~~958
Machinery and equipment		8082,~~674~~635			7982,~~065~~332
Furniture and fixtures		2627,~~782~~398			2527,~~920~~214
Mobile equipment and other		5,~~419~~744			5,~~287~~601
Construction-in-process		35,~~038~~714			54,~~125~~737
Total property, plant and equipment		~~125~~131,~~970~~892			~~168~~130,~~256~~172
Less accumulated depreciation		(8691,~~661~~101	)		(~~100~~88,~~916~~861	)
Property, plant and equipment, net	$	3940,~~309~~791		$	6741,~~340~~311

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7.	Leases

The Company has operating leases for manufacturing and upfit facilities, land and parking lots, warehousing space and certain equipment. The leases have remaining lease terms of less than one year to 15 years, some of which include options to extend the leases for up to 20 years. Such renewal options were not included in the determination of the lease term unless deemed reasonably certain of exercise. The discount rate used in measuring the lease liabilities is based on the Company’s interest rate on ~~its~~the ~~secured~~term ~~Term~~loan ~~Loan~~facility ~~Credit~~under its secured Agreement. Certain of the Company’s leases contain escalating rental payments based on an index. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~During the three and nine months ended~~In September ~~30,~~ 2024, the Company closed on a sale leaseback transaction with an unrelated third party. Under this transaction, the Company sold seven properties with a combined net book value of $21,852 for gross proceeds of $64,150, which was reduced by transaction costs of $5,494 for net cash proceeds of approximately $58,656. The properties in the sale leaseback transaction are comprised of three facilities located in Milwaukee, Wisconsin and four additional facilities located in each of Huntley, Illinois; Manchester, Iowa; Rockland, Maine; and Madison Heights, Michigan, totaling approximately 780,000 square feet of manufacturing and upfitting space. The lease agreement has an initial term of 15 years, with two optional 10-year renewal options. The Company recognized a gain of $42,298 on this transaction, which is included in Gain on sale leaseback transaction in the ~~Condensed~~ Consolidated Statements of Operations and Comprehensive Income in the year ended December 31, 2024. Right-of-use assets and lease liabilities recognized related to this sale leaseback transaction were $51,879 and $51,879, respectively.

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Lease Expense

The components of lease expense, which are included in Cost of sales and Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~Loss, were as follows:

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

Three Months Ended September 30, 2023

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Operating lease expense

23,~~126~~269

51,~~303~~596

~~1,545~~

~~4,354~~

Short term lease cost

~~341~~123

~~494~~93

~~316~~

Total lease cost

23,~~467~~392

51,~~797~~689

~~1,593~~

~~4,670~~

Cash Flow

Supplemental cash flow information related to leases is as follows:

	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	53,~~243~~060	$	41,~~597~~639
Non-cash lease expense - right-of-use assets	$	42,~~264~~056	$	31,~~735~~364
Right-of-use assets obtained in exchange for operating lease obligations	$	~~55,551~~163	$	~~3,411~~43

Balance Sheet

Supplemental balance sheet information related to leases is as follows:

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Operating Leases
Operating lease right-of-use assets	$	6968,~~295~~271		$	1870,~~008~~801
Other current liabilities		67,~~848~~185			57,~~347~~394
Operating lease liabilities		6362,~~802~~636			1364,~~887~~785
Total operating lease liabilities	$	7069,~~650~~821		$	1972,~~234~~179
Weighted Average Remaining Lease Term
Operating leases (in months)		~~156~~151			53151
Weighted Average Discount Rate
Operating leases		7.0409	%		57.3605	%

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Lease Maturities

Maturities of leases were as follows:

Year ending December 31,	Operating Leases
2024 (excluding the nine months ended September 30, 2024)	$	2,920
2025 (excluding the three months ended March 31, 2025)	$	8,944
2025		11,387
2026		10,637
2026		9,996
2027		8,839
2027		8,185
2028		7,798
2028		7,141
2029		7,102
Thereafter		7063,~~267~~864
Total Lease Payments		~~109~~107,~~896~~184
Less: imputed interest		(3937,~~246~~363	)
Total	$	7069,~~650~~821

8.	Other Intangible Assets

The following is a summary of the Company’s other intangible assets:

Gross

Less

Net

Carrying

Accumulated

Carrying

Amount

Amortization

Amount

September 30, 2024

March 31, 2025

Indefinite-lived intangibles:

Trademark and tradenames

77,600

Amortizable intangibles:

Dealer network

80,000

Customer relationships

80,920

4649,~~585~~170

3431,~~335~~750

Patents

21,136

19,~~190~~709

1,~~946~~427

Noncompete agreements

8,640

Trademarks

5,459

4,~~160~~236

1,~~299~~223

Amortizable intangibles, net

196,155

~~158~~161,~~575~~755

3734,~~580~~400

Total

273,755

~~158~~161,~~575~~755

~~115~~112,~~180~~000

Gross

Less

Net

Carrying

Accumulated

Carrying

Amount

Amortization

Amount

December 31, 2023

December 31, 2024

Indefinite-lived intangibles:

Trademark and tradenames

77,600

Amortizable intangibles:

Dealer network

80,000

7980,000

~~1,000~~-

Customer relationships

80,920

4247,~~707~~876

3833,~~213~~044

Patents

21,136

1819,~~249~~506

21,~~887~~630

Noncompete agreements

8,640

Trademarks

5,459

4,~~089~~183

1,~~370~~276

Amortizable intangibles, net

196,155

~~152~~160,~~685~~205

4335,~~470~~950

Total

273,755

~~152~~160,~~685~~205

~~121~~113,~~070~~550

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Amortization expense for intangible assets was $1,~~630~~550 and $2,630 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, respectively. Amortization expense for intangible assets was $5,890 and $7,890 for the nine months ended September 30,~~ 2024 ~~and 2023~~, respectively. Estimated amortization expense for the remainder of ~~2024~~2025 and each of the succeeding five years is as follows:

2024	$	1,630
2025	$	4,526
2025		6,075
2026		5,450
2027		5,450
2028		5,450
2029		5,300
2030		4,566

9.	Long-Term Debt

Long-term debt is summarized below:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Term Loan, net of debt discount of $190 and $274 at September 30, 2024 and December 31, 2023, respectively	$	147,497	$	189,413
Term Loan, net of debt discount of $421 and $162 at March 31, 2025 and December 31, 2024, respectively	$	149,579	$	147,526
Less current maturities		-7,416		~~6,762~~-
Long-term debt before deferred financing costs		~~147~~142,~~497~~163		~~182~~147,~~651~~526
Deferred financing costs, net		~~995~~1,696		~~1,160~~847
Long-term debt, net	$	~~146~~140,~~502~~467	$	~~181~~146,~~491~~679

On ~~January~~ March 2926, ~~2024~~2025, the Company entered into ~~Amendment No. 3 to~~an Amended and Restated Credit Agreement (the "Credit Agreement"), which ~~modifies~~ amended and restated the ~~minimum~~Credit ~~required~~Agreement ~~Leverage~~dated June ~~Ratio~~9, 2021 (as ~~defined~~amended inby ~~the~~Amendment ~~Credit~~No. ~~Agreement)~~1, dated as of January ~~the~~5, ~~Company~~2023, ~~which~~Amendment isNo. ~~measured~~2, dated as of July ~~the~~11, ~~last~~2023, ~~day~~and ofAmendment ~~each~~No. ~~Reference~~3, ~~Period~~dated (as ~~defined~~of January in29, 2024, the “Original Credit Agreement")~~, from 3~~.50 ~~to 1.00~~ The Credit Agreement provides for ~~each~~a ~~Reference~~senior ~~Period~~secured toterm ~~(i) 3.50~~ loan to ~~1.00 for~~ ~~each~~the ~~Reference~~Term ~~Period~~Loan ~~ending~~Borrower onin orthe ~~prior~~amount ~~to September~~of 30$150,000 and ~~2023,~~a ~~(ii) 4.25~~ senior secured revolving credit facility available to ~~1.00 for~~ the ~~Reference~~Revolving ~~Period~~Loan ~~ending~~Borrowers ~~on December~~in ~~31,~~the ~~2023~~amount of $125,000, ~~(iii)~~of which $10,000 ~~4.00 to 1.00 for~~will ~~each~~be ~~Reference~~available ~~Period~~in ~~ending~~the ~~on March~~form ~~31,~~of ~~2024 and June~~letters ~~30,~~of ~~2024,~~ credit and ~~(iv)~~$15,000 3will be available for the issuance of short-term swingline loans.50 The Credit Agreement also allows the Borrowers to ~~1.00 for~~ ~~each~~request ~~Reference~~increases ~~Period~~to ~~ending~~the ~~on September~~revolving ~~30,~~commitments ~~2024~~ and/or ~~thereafter.~~incremental ~~Deferred~~term ~~financing~~loans ~~costs~~in an aggregate amount not in excess of $~~279~~175,000, ~~relating~~subject to ~~entry~~specified ~~into~~terms ~~Amendment~~and Noconditions. 3The ~~are~~final ~~being~~maturity ~~amortized~~date ~~over~~of the ~~term~~Credit ofAgreement ~~the~~is March ~~loan~~26, 2030. ~~On January~~The 5,Company ~~2023,~~applied the ~~Company~~proceeds ~~entered~~of ~~into~~the ~~that~~senior ~~certain~~secured ~~Amendment~~term ~~No.~~loan 1facility tounder the Credit Agreement to refinance its existing senior secured term loan and ~~Revolving~~revolving credit facilities under the Original Credit ~~Commitment~~Agreement ~~Increase~~and ~~Supplement~~for ~~(“Amendment~~the ~~No.~~payment ~~1”)~~of bytransaction consideration and ~~among~~expenses in connection with the Credit Agreement. The Company, ~~the~~is required ~~Borrowers,~~to pay a fee for unused amounts under the ~~financial~~senior ~~institutions~~secured ~~listed~~revolving facility in ~~Amendment~~an Noamount ranging from 0.150% 1to as0.300% ~~lenders,~~of ~~and~~the ~~JPMorgan~~average ~~Chase~~daily ~~Bank,~~unused ~~N.A.,~~portion asof ~~administrative~~the ~~agent~~senior secured revolving credit facility, ~~which~~depending ~~amended~~on the Company's Leverage Ratio (as defined in the Credit Agreement,). ~~dated~~The asCredit ~~of June~~Agreement 9,provides ~~2021~~that the senior secured term loan facility will bear interest at (asi) ~~amended~~the ~~by Amendment~~Term ~~No.~~SOFR Rate for the applicable interest period plus (ii) a margin ranging from 1.375% to 2.000%, depending on the “Company's Leverage Ratio. The Credit Agreement~~”),~~ ~~and~~provides ~~pursuant~~that the Company have the option to ~~which,~~select ~~among~~whether ~~other~~the ~~things,~~senior secured revolving credit facility borrowings will bear interest at either (i)(a) the ~~Revolving~~Term ~~Loan~~SOFR ~~Borrowers~~Rate ~~exercised~~for the applicable interest period plus (b) a ~~portion~~margin ofranging from 1.375% to 2.000%, depending on the ~~Revolving~~Company's ~~Commitment~~s ~~Increase~~Leverage ~~Option~~Ratio, or (asii) ~~defined~~a ~~below)~~margin ~~and~~ranging ~~increased~~from 0.375% to 1.000% per annum, depending on the ~~revolving~~Company's ~~commitment~~Leverage ~~under~~Ratio, plus the ~~Credit~~greatest ~~Agreement~~of by(which ~~$50~~if the following would be less than 1.00%,~~000 for~~ such rate shall be deemed to be 1.00%) (a) ~~total~~the ofPrime ~~$150,000~~ Rate (as defined in the ~~aggregate~~Credit ~~and~~Agreement) in effect on such day, (iib) the ~~London~~NYFRB ~~Interbank Offered~~ Rate ~~pricing~~(as ~~option~~defined ~~under~~in the Credit Agreement) ~~was~~plus ~~replaced~~0.50% ~~with~~and a(c) the Term SOFR Rate ~~pricing~~for ~~option.~~a ~~Deferred~~one ~~financing~~month ~~costs~~interest ofperiod ~~$334~~plus ~~relating~~1%. toIf ~~entry~~the ~~into~~Term ~~Amendment~~SOFR ~~No.~~Rate 1for ~~are~~the ~~being~~applicable ~~amortized~~interest ~~over~~period ~~the~~is ~~term~~less ofthan ~~the~~zero, ~~loan.~~such ~~On July~~rate ~~11,~~shall ~~2023,~~be ~~the~~deemed ~~Company~~to ~~entered~~be ~~into~~zero ~~Amendment~~for ~~No.~~purposes 2of tocalculating the foregoing interest rates in the Credit Agreement,. ~~which~~The ~~allows~~Credit Agreement permits the Company to take out loans of up to $1,000 against its corporate-owned life insurance policies as included in Non-qualified benefit plan assets on the Condensed Consolidated Balance Sheets. ~~Pursuant~~The ~~to Amendment No. 2, the~~ Company had outstanding loans of $~~546~~427 and $~~750~~546 against its corporate-owned life insurance policies as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets.

The ~~Company~~Credit isAgreement ~~required~~was toissued ~~pay~~at a ~~fee~~$312 ~~for~~discount ~~unused~~which ~~amounts~~is ~~under~~being ~~the~~amortized ~~senior~~over ~~secured revolving facility in an amount ranging from 0.150% to 0.300% of~~ the ~~average~~term ~~daily unused portion~~ of the ~~senior~~term ~~secured~~loan. ~~revolving credit facility~~Additionally, ~~depending~~deferred onfinancing ~~Douglas~~costs ~~Dynamics,~~of ~~L.L.C.'s~~$863 ~~("DDI~~and ~~LLC") Leverage~~revolver ~~Ratio~~upfront ~~(as~~fees ~~defined~~of in$260 ~~the~~are ~~Credit~~being ~~Agreement).~~amortized ~~The Credit~~over ~~Agreement provides that~~ the ~~senior secured~~ term ~~loan~~of ~~facility will bear interest at (i)~~ the ~~Term SOFR Rate for the applicable interest period plus (ii) a margin ranging from 1~~loan.~~375%~~ toA ~~2.00%,~~portion ~~depending~~of on the ~~DDI LLC~~Company’s ~~Leverage~~entrance ~~Ratio.~~into ~~The~~the Credit Agreement ~~provides~~and ~~that~~subsequent ~~the~~settlement ~~Revolving~~of ~~Loan~~its ~~Borrowers~~prior ~~have the option to select whether the senior secured revolving~~ credit ~~facility~~agreements ~~borrowings~~is ~~will~~accounted ~~bear~~for ~~interest~~as atan ~~either~~extinguishment ~~(i)(a)~~of the ~~Term~~Company’s ~~SOFR~~prior ~~Rate~~debt, which ~~for~~resulted in the ~~applicable~~write ~~interest~~off ~~period~~of ~~plus~~unamortized ~~(b)~~capitalized ~~0.10%~~deferred ~~plus~~financing ~~(c)~~costs aof $131 ~~margin~~as ~~ranging~~well ~~from~~as ~~1.375%~~the towrite ~~2.00%,~~off ~~depending~~of onunamortized ~~DDI~~debt discount ~~LLC’s Leverage Ratio~~of $25, resulting orin ~~(ii)~~ a ~~margin~~loss ~~ranging from 0.375% to 1.00% per annum, depending~~ on ~~DDI~~extinguishment ~~LLC’s~~of ~~Leverage~~debt ~~Ratio,~~of $156 ~~plus~~in the ~~greatest~~Condensed ofConsolidated ~~(which~~Statement Operations ifand ~~the~~Comprehensive ~~following~~Loss for ~~would~~the bethree ~~less~~months ~~than~~ended March ~~1.00%~~31, ~~such~~2025. ~~rate~~A ~~shall~~portion beof ~~deemed to be 1.00%) (a)~~ the ~~Prime~~Company’s ~~Rate~~entrance ~~(as~~into ~~defined in~~ the Credit Agreement) inand ~~effect~~subsequent onsettlement ~~such~~of ~~day,~~its ~~(b)~~prior ~~the~~credit ~~NYFRB~~agreements ~~Rate~~is ~~(as~~accounted ~~defined in the Credit Agreement) plus 0.50% and (c) the Term SOFR Rate~~ for as a ~~one~~modification ~~month~~of ~~interest plus 0.10% (~~the ~~“Adjusted~~Company’s ~~Term~~prior ~~SOFR Rate”)~~debt. IfThe ~~the~~Company ~~Adjusted~~recorded ~~Term~~debt ~~SOFR~~modification ~~Rate~~expense ~~for~~of ~~the~~$175 ~~applicable~~related ~~interest~~to ~~period~~third isparty ~~less~~fees ~~than~~the ~~zero,~~Condensed ~~such~~Consolidated ~~rate~~Statement Operations ~~shall~~and beComprehensive ~~deemed to be zero~~ Loss for ~~purposes of calculating~~ the ~~foregoing~~three ~~interest~~months ~~rates~~ended March in31, ~~the Credit Agreement~~2025.

Following Amendment No. 1, the Credit Agreement provides for a senior secured term loan in the amount of $225,000 and a senior secured revolving credit facility in the amount of $150,000, of which $10,000 is available in the form of letters of credit and $15,000 is available for the issuance of short-term swingline loans. The Credit Agreement also allows the Company to request increases to the revolving commitments and/or incremental term loans in an aggregate amount not in excess of $175,000 (the "Revolving Commitment Increase Option"), subject to specified terms and conditions. The final maturity date of the Credit Agreement is June 9, 2026.

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At ~~September~~March 3031, ~~2024~~2025, the Company had outstanding borrowings under its term loan of $~~147~~149,~~497~~579, $6712,000 in outstanding borrowings on its revolving credit facility, and remaining borrowing availability of $82112,450. At December 31, ~~2023~~2024, the Company had outstanding borrowings under its term loan of $~~189~~147,~~413~~526, $~~47,000~~0 in outstanding borrowings on its revolving credit facility, and remaining borrowing availability of $~~102~~149,450. During the ~~three~~year ~~and nine months~~ ended ~~September~~December 3031, 2024, the Company made a pre-payment of $42,000 of debt amortization principal payments under its Original Credit Agreement using a portion of the proceeds from the sale leaseback transaction, as described in Note 7. ~~During the year ended December 31, 2023, the Company made a voluntary pre-payment of $10,000 of debt amortization principal payments~~ ~~under the Company's Credit Agreement.~~

The Credit Agreement includes customary representations, warranties and negative and affirmative covenants, as well as customary events of default and certain cross default provisions that could result in acceleration of the Credit Agreement. In addition, ~~as a result of~~ the ~~modifications to the minimum required Leverage Ratio under Amendment No. 3 to the~~ Credit Agreement ~~as discussed above, the Credit Agreement~~ requires the Company to have a Leverage Ratio of ~~(i) 3.50 to 1.00 for~~not ~~each~~more ~~Reference~~than Period ending on or prior to September 30, 2023, (ii) 4.25 to 1.00 for the Reference Period ending on December 31, 2023, (iii) 4.00 to 1.00 for each Reference Period ending on March 31, 2024 and June 30, 2024, and (iv) 3.50 to 1.00 ~~for each Reference Period ending on September 30, 2024 and thereafter, and to have a Consolidated Interest Coverage Ratio (~~as ~~defined in the Credit Agreement)~~ of ~~not less than 3.00 to 1.00 as of~~ the last day of any fiscal quarter commencing with the fiscal quarter ending ~~June~~March 3021, ~~2021~~2025. As of ~~September~~March 3031, ~~2024~~2025, the Company was in compliance with the respective covenants under the Credit Agreement.

On June 13, 2019, the Company entered into an interest rate swap agreement to reduce its exposure to interest rate volatility. The interest rate swap has a notional amount of $175,000 effective for the period May 31, 2019 through May 31, 2024. The Company may have counterparty credit risk resulting from the interest rate swap, which it monitors on an on-going basis. The risk lies with one global financial institution. Under the interest rate swap agreement, the Company will either receive or make payments on a monthly basis based on the differential between 2.424% and SOFR. The interest rate swap was previously accounted for as a cash flow hedge. During the first quarter of 2020, the swap was determined to be ineffective. As a result, the swap was dedesignated on March 19, 2020, and the remaining losses included in Accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets would be amortized into interest expense on a straight-line basis through the life of the swap. The amount amortized from Accumulated other comprehensive income (loss) into earnings during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $0 and ($291), respectively. ~~The amount amortized from Accumulated other comprehensive income (loss) into earnings during the nine months ended September 30, 2024 and 2023 was ($485) and ($873), respectively.~~ A mark-to-market adjustment of $0 and $119 was recorded as Interest expense in the Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~ Loss for the three months ended ~~September~~March 3031, ~~2024~~2025 and 2023, respectively, related to the swap. A mark-to-market adjustment of $198 and $357 was recorded as Interest expense in the Condensed Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2024 ~~and 2023~~, respectively, related to the swap.

On June 9, 2021, in conjunction with entering into the Original Credit Agreement described above, the Company re-designated its swap. As a result, the swap will be recorded at fair value with changes recorded in Accumulated other comprehensive income (loss). The amortization from Accumulated other comprehensive income (loss) into earnings from the previous dedesignation has been adjusted as of June 9, 2021 to include the de-recognition of previously recognized mark-to-market gains and the amortization of the off-market component as of the re-designation date, and will continue to be recognized through the life of the swap. As of ~~September~~March 3031, ~~2024~~2025, the amount in Accumulated other comprehensive income has been fully amortized into earnings.

On May 19, 2022, the Company entered into an interest rate swap agreement to further reduce its exposure to interest rate volatility. The interest rate swap has a notional amount of $125,000 effective for the period May 31, 2024 through June 9, 2026. The Company may have counterparty credit risk resulting from the interest rate swap, which it monitors on an on-going basis. The risk lies with two global financial institutions. Under the interest rate swap agreement, the Company will either receive or make payments on a monthly basis based on the differential between 2.718% and SOFR. The interest rate swap is accounted for as a cash flow hedge.

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The interest rate swaps' positive fair value at ~~September~~March 3031, ~~2024~~2025 was $1,~~563~~665, of which $1,~~343~~489 and $~~220~~176 are included in Prepaid and other current assets and Other long-term assets on the Condensed Consolidated Balance Sheet, respectively. The interest rate swaps' positive fair value at December 31, ~~2023~~2024 was $42,~~033~~340, of which $31,~~174~~712 and $~~859~~628 are included in Prepaid and other current assets and Other long-term assets on the Condensed Consolidated Balance Sheet, respectively.

On December 17, 2024, the Company entered into a steel hedging agreement to reduce its exposure to commodity price swings. The steel hedging instrument has a notional quantity of 3,000 short tons and is effective for the period August 1, 2025 through December 31, 2025, which the Company expects to be slightly less than half of its exposure during the effective period. Under the steel hedge agreement, the Company will make fixed payments of $819 per short ton for the Steel Hot Rolled Coil (HRC) commodity. The steel hedging instrument is accounted for as a cash flow hedge. The steel hedging instrument's fair value at March 31, 2025 and December 31, 2024 was positive $29 and negative $54, respectively, which is included in Prepaid and other current assets and Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets, respectively.

On January 20, 2025, the Company entered into a floor plan line of credit for up to $20,000 with a financial institution that expires on January 31, 2026. Under the floor plan agreement, the Company receives truck chassis and title for upfitting service installations. Upon upfit completion, the title transfers from the Company to the customer. The note bears interest at prime, less 0.50%.

10.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are summarized as follows:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Payroll and related costs	$	96,~~254~~059	$	59,~~772~~876
Employee benefits		6,~~674~~725		76,~~937~~391
Accrued warranty		3,~~988~~467		43,~~068~~379
Other		117,~~284~~281		86,~~040~~536
	$	3123,~~200~~532	$	2526,~~817~~182

11.

Warranty Liability

The Company accrues for estimated warranty costs as sales are recognized and periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary. The Company’s warranties generally provide, with respect to its snow and ice control equipment, that all material and workmanship will be free from defect for a period of two years after the date of purchase by the end-user, and with respect to its parts and accessories purchased separately, that such parts and accessories will be free from defect for a period of one year after the date of purchase by the end-user. All of the Company’s warranties are assurance-type warranties. Certain snowplows only provide for a one year warranty. The Company determines the amount of the estimated warranty costs (and its corresponding warranty reserve) based on the Company’s prior five years of warranty history utilizing a formula driven by historical warranty expense and applying management’s judgment. The Company adjusts its historical warranty costs to take into account unique factors such as the introduction of new products into the marketplace that do not provide a historical warranty record to assess. The warranty reserve was $65,~~698~~129 at ~~September~~March 3031, ~~2024~~2025, of which $21,~~710~~662 is included in Other long-term liabilities and $3,~~988~~467 is included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheet. The warranty reserve was $65,~~957~~559 at December 31, ~~2023~~2024, of which $2,~~889~~180 is included in Other long-term liabilities and $43,~~068~~379 is included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheet.

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The following is a rollforward of the Company’s warranty liability:

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2024

2023

2024

2023

2025

2024

Balance at the beginning of the period

65,~~681~~559

76,~~844~~957

~~6,957~~

~~7,876~~

Warranty provision

~~401~~1,080

~~897~~669

~~2,073~~

~~2,904~~

Claims paid/settlements

(~~384~~1,510

)

(~~580~~1,403

)

~~(2,332~~

)

~~(2,619~~

)

Balance at the end of the period

65,~~698~~129

86,~~161~~223

~~6,698~~

~~8,161~~

12.

Earnings (Loss) per Share

12Basic earnings (loss) per share of common stock is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. ~~Earnings~~Diluted loss per ~~Share~~share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. As the Company has granted certain equity awards that both participate in dividend equivalents and do not participate in dividend equivalents, the Company has calculated earnings (loss) per share pursuant to the two‑class method, which is an earnings allocation formula that determines earnings (loss) per share for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. All outstanding nonvested shares that contain non-forfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings (loss) per share pursuant to the two-class method. Potential common shares in the diluted earnings (loss) per share computation are excluded to the extent that they would be anti-dilutive. Weighted average of potentially dilutive non-participating RSU's were 0 and 0 in the three months ended March 31, 2025 and 2024, respectively.

	*Three Months Ended*
	*March 31,*			*March 31,*
	*2025*			*2024*
*Basic earnings (loss) per common share*
Net income (loss)	$	148		$	(8,352	)
Less: Distributed and undistributed earnings allocated to nonvested shares		8			-
Net income (loss) allocated to common shareholders	$	140		$	(8,352	)
Weighted average common shares outstanding		23,121,555			23,009,369
	$	0.01		$	(0.37	)

*Diluted loss per common share*
Net income (loss) allocated to common shareholders - basic	$	140		$	(8,352	)
Add: Undistributed earnings allocated to nonvested shareholders		(161	)		-
Net loss allocated to common shareholders - diluted	$	(21	)	$	(8,352	)
Weighted average common shares outstanding - basic		23,121,555			23,009,369
Dilutive effect of participating securities		-			-
Weighted average common shares outstanding - diluted		23,121,555			23,009,369
	$	(0.00	)	$	(0.37	)

Basic earnings per share of common stock is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. As the Company has granted certain equity awards that both participate in dividend equivalents and do not participate in dividend equivalents, the Company has calculated earnings per share pursuant to the two‑class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. All outstanding nonvested shares that contain non-forfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings per share pursuant to the two-class method. Potential common shares in the diluted earnings per share computation are excluded to the extent that they would be anti-dilutive.

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2024		2023		2024		2023
Basic earnings per common share
Net income	$	32,258	$	5,792	$	48,244	$	16,646
Less: Distributed and undistributed earnings allocated to nonvested shares		672		128		882		368
Net income allocated to common shareholders	$	31,586	$	5,664	$	47,362	$	16,278
Weighted average common shares outstanding		23,094,047		22,983,965		23,065,924		22,955,388
	$	1.37	$	0.25	$	2.05	$	0.71
Diluted earnings per common share
Net income allocated to common shareholders - basic	$	31,586	$	5,664	$	47,362	$	16,278
Add: Undistributed earnings allocated to nonvested shareholders		519		-		479		-
Net income allocated to common shareholders - diluted	$	32,105	$	5,664	$	47,841	$	16,278
Weighted average common shares outstanding - basic		23,094,047		22,983,965		23,065,924		22,955,388
Dilutive effect of participating securities		483,836		-		410,115		-
Weighted average common shares outstanding - diluted		23,577,883		22,983,965		23,476,039		22,955,388
	$	1.36	$	0.24	$	2.04	$	0.69

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13.

Employee Stock Plans

2010 Stock Incentive Plan and 2024 Stock Incentive Plan

In May 2010, the Company’s Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). The material terms of the performance goals under the 2010 Plan, as amended and restated, were approved by stockholders at the Company’s 2014 annual meeting of stockholders and the plan’s term was extended further by the stockholders at the Company’s 2020 annual meeting of stockholders. The 2010 Plan provided for the issuance of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”), any of which may be performance-based, and for incentive bonuses, which may be paid in cash or stock or a combination of both, to eligible employees, officers, non-employee directors and other service providers to the Company and its subsidiaries. A maximum of 2,130,000 shares of common stock were available for issuance pursuant to all awards under the 2010 Plan prior to the time that the 2010 Plan was suspended, as described below.

In February 2024, the Company’s Board of Directors adopted the 2024 Stock Incentive Plan (the “2024 Plan”), which was subsequently approved by stockholders in April 2024. The 2024 Plan provides for the issuance of nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”), any of which may be performance-based, and for incentive bonuses, which may be paid in cash or stock or a combination of both, to eligible employees, officers, non-employee directors and other service providers to the Company and its subsidiaries. A maximum of 1,~~227~~277,660 shares of common stock may be issued pursuant to all awards under the 2024 Plan. At the time that the stockholders approved the 2024 Plan, it replaced the 2010 Plan, and no further awards may be issued under the 2010 Plan. Awards that remain outstanding under the 2010 Plan will remain outstanding under the 2010 Plan in accordance with their terms.

Equity awards issued to management under either the 2010 Plan or the 2024 Plan include a retirement provision under which members of management who either (1) are age 65 or older or (2) have at least ten years of service and are at least age 55 will continue to vest in unvested equity awards upon retirement. The retirement provision also stipulates that the employee remain employed by the Company for six months after the first day of the fiscal year of the grant. As the retirement provision does not qualify as a substantive service condition, the Company incurred $~~2,457~~158 and $~~3,249~~314 in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively, in additional expense for employees who meet the thresholds of the retirement provision. In 2013, the Company’s Nominating and Governance Committee of its Board of Directors approved a retirement provision for the RSUs issued to non-employee directors that accelerates the vesting of such awards upon retirement. Such awards are fully expensed immediately upon grant in accordance with ASC 718, as the retirement provision eliminates substantive service conditions associated with the awards.

Performance Share Unit Awards

The Company has granted performance share units as performance-based awards under the 2010 Plan or the 2024 Plan that are subject to performance conditions over a three year performance period beginning in the year of the grant and, beginning with the 2024 grant, includes three 1-year measurement periods, as well as a vesting component based on a Total Shareholder Return ("TSR") modifier tied to the Company's relative total shareholder return in comparison to the total shareholder return of the S&P Small Cap 600 Industrials market index. The total number of shares issued pursuant to performance share units may be increased, decreased, or unchanged based on this TSR modifier. Upon meeting the prescribed performance conditions, employees will be issued shares which vest immediately at the end of the performance period. InSuch ~~accordance with ASC 718, such~~ awards are being expensed over the vesting period from the date of grant through the requisite service period, based upon the most probable outcome. For the ~~2024~~first tranche of the 2025 grants, a Monte Carlo simulation has been used to account for the TSR market condition in the grant date fair value of the award, which was $29.13 or $29.39 per share, depending on the grant date. For the second tranche of the 2024 grants, a Monte Carlo simulation has been used to account for the TSR market condition in the grant date fair value of the award, which was $26.6016 per share.

The Company recognized $24561 and ($~~361) of compensation expense related to the awards in the three months ended September 30, 2024 and 2023, respectively. The Company recognized ($~~1,~~368~~069) ~~and $1,183~~ of compensation expense related to the awards in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The unrecognized compensation expense calculated under the fair value method for shares that were, as of ~~September~~March 3031, ~~2024~~2025, expected to be earned through the requisite service period was approximately $~~185~~1,362 and is expected to be recognized through ~~2027~~2028.

Restricted Stock Unit Awards

RSUs are granted to both non-employee directors and management. RSUs do not carry voting rights. While all non-employee director RSUs participate in dividend equivalents, there are two potential classes of management RSUs: one that participates in dividend equivalents, and a second that does not participate in dividend equivalents. Each RSU represents the right to receive one share of the Company’s common stock and is subject to time-based vesting restrictions. Participants are not required to pay any consideration to the Company at either the time of grant of a RSU or upon vesting.

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A summary of RSU activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 is as follows:

						Weighted
				Weighted		Average
				Average		Remaining
				Grant Date		Contractual
	Shares			Fair value		Term (in years)
Unvested at December 31, 2023		183,223		$	36.54		1.72
Unvested at December 31, 2024		374,338		$	28.02		1.74
Granted		~~336~~164,~~685~~573		$	27.6608		1.8886
Vested		(~~134~~143,~~934~~608	)	$	3830.5464		-
Cancelled and forfeited		(~~10,408~~456	)	$	2927.7389		-
Unvested at September 30, 2024		374,566		$	28.02		1.98
Unvested at March 31, 2025		394,847		$	26.68		1.91
Expected to vest in the future at September 30, 2024		363,896		$	28.02		1.98
Expected to vest in the future at March 31, 2025		385,100		$	26.68		1.91

The Company recognized $~~770~~1,589 and $~~361~~1,424 of compensation expense related to the RSU awards in the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~Company recognized $4,995 and $3,053 of compensation expense related to the RSU awards in the nine months ended September 30, 2024 and 2023. The~~ unrecognized compensation expense calculated under the fair value method for shares that were, as of ~~September~~March 3031, ~~2024~~2025, expected to be earned through the requisite service period was approximately $56,~~083~~663 and is expected to be recognized through ~~2027~~2028.

For grants to non-employee directors, vesting occurs as of the grant date. Vested director RSUs are ‘‘settled’’ by the delivery to the participant or a designated brokerage firm of one share of common stock per vested RSU as soon as reasonably practicable following a termination of service of the participant that constitutes a separation from service, or as soon as reasonably practicable upon grant if such election is made by the non-employee director, and in all events no later than the end of the calendar year in which such termination of service occurs or, if later, two and one-half months after such termination of service. Vested management RSUs are “settled” by the delivery to the participant or a designated brokerage firm of one share of common stock per vested RSU as soon as reasonably practicable following vesting.

14.

Commitments and Contingencies

In the ordinary course of business, the Company is engaged in various litigation including product liability and intellectual property disputes. However, the Company does not believe that any pending litigation will have a material adverse effect on its consolidated financial position. In addition, the Company is not currently a party to any environmental-related claims or legal matters.

15.

Segments

The Company operates through two operating segments for which separate financial information is available, and for which operating results are evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance.

The Company’s chief operating decision maker is its Chief Executive Officer. The chief operating decision maker assesses performance for the Work Truck Attachments and Work Truck Solutions segments and decides how to allocate resources based on Adjusted EBITDA. The chief operating decision maker uses Adjusted EBITDA to evaluate profit generated by the segments in deciding where to reinvest profits, whether it be within the segments or for other purposes such as paying dividends, repurchasing stock, or other general corporate uses. The chief operating decision maker also uses segment Adjusted EBITDA as a metric in benchmarking performance against competitors, as well as in evaluating the compensation of certain employees.

The Company’s two reportable business segments are as follows:

Separate financial information is available for the two reportable segments. In addition, segment results include an allocation of all corporate costs to Work Truck Attachments and Work Truck Solutions.

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Segment performance is evaluated based on segment net sales and Adjusted EBITDA. ~~Segment~~Separate financial information is available for the two operating segments. In addition, segment results include an allocation of all corporate costs. to Work Truck Attachments and Work Truck Solutions. No single customer’s revenues amounted to 10% or more of the Company’s total revenue. Sales are primarily within the United States and substantially all assets are located within the United States.

~~All intersegment sales are eliminated in consolidation.~~ Sales between Work Truck Attachments and Work Truck Solutions reflect the Company’s intercompany pricing policy. The following table shows summarized financial information concerning the Company’s reportable segments:

	Three Months Ended		Three Months Ended			~~Nine Months Ended~~		~~Nine Months Ended~~
	September 30,		September 30,			September 30,		September 30,
	March 31,		March 31,
	2024		2023			2024		2023
	2025		2024
Net sales
Work Truck Attachments	$	6036,~~249~~457	$	7523,~~879~~840		$	~~202,226~~	$	~~236,346~~
Work Truck Solutions		6978,~~149~~610		6871,~~242~~815			~~222,729~~		~~197,587~~
	$	~~129~~115,~~398~~067	$	~~144~~95,~~121~~655		$	~~424,955~~	$	~~433,933~~
Adjusted EBITDA
Selling, general and administrative expense
Work Truck Attachments	$	812,~~139~~430	$	1211,~~328~~661		$	~~39,463~~	$	~~44,393~~
Work Truck Solutions		710,~~192~~957		49,~~985~~827			~~21,097~~		~~8,807~~
	$	1523,~~331~~387	$	1721,~~313~~488		$	~~60,560~~	$	~~53,200~~
Depreciation and amortization expense
Other segment items (1)
Work Truck Attachments	$	223,~~235~~700	$	316,~~298~~647		$	~~7,945~~	$	~~10,039~~
Work Truck Solutions		258,~~042~~549		255,~~083~~986			~~6,084~~		~~6,141~~
	$	482,~~277~~249	$	572,~~381~~633		$	~~14,029~~	$	~~16,180~~
Assets
Adjusted EBITDA
Work Truck Attachments	$	~~437,402~~327	$	~~459~~(4,~~138~~468	)
Work Truck Solutions		~~228~~9,~~185~~104		~~212~~6,~~807~~002
	$	~~665~~9,~~587~~431	$	~~671~~1,~~945~~534
Capital Expenditures
Depreciation and amortization expense
Work Truck Attachments	$	~~738~~1,950	$	13,~~320~~347		$	~~1,872~~	$	~~4,185~~
Work Truck Solutions		~~348~~1,873		1,~~335~~998			~~1,659~~		~~2,707~~
	$	13,~~086~~823	$	25,~~655~~345		$	~~3,531~~	$	~~6,892~~
Assets
Work Truck Attachments	$	364,562	$	374,045
Work Truck Solutions		256,478		203,031
	$	621,040	$	577,076
Capital Expenditures
Work Truck Attachments	$	1,095	$	675
Work Truck Solutions		658		99
	$	1,753	$	774

Adjusted EBITDA
Work Truck Attachments	$	327	$	(4,468	)
Work Truck Solutions		9,104		6,002
Total Adjusted EBITDA	$	9,431	$	1,534
Less items to reconcile Adjusted EBITDA to income (loss) before taxes:
Interest expense - net		2,384		3,524
Depreciation expense		2,273		2,715
Amortization		1,550		2,630
Stock based compensation		2,150		355
Impairment charges (2)		-		1,224
Debt modification expense		176		-
Loss on extinguishment of debt		156		-
Other charges (3)		252		1,029
Income (loss) before taxes	$	490	$	(9,943	)

	(1)	Includes cost of sales, other (income) expense, and the addback of depreciation expense, stock based compensation, impairment charges, and unrelated legal, severance, restructuring, and consulting fees for the periods presented.
	(2)	Reflects impairment charges taken on certain internally developed software in the three months ended March 31, 2024.
	(3)	Reflects unrelated legal, severance, restructuring and consulting fees for the periods presented.

Adjusted EBITDA
Work Truck Attachments	$	8,139		$	12,328	$	39,463		$	44,393
Work Truck Solutions		7,192			4,985		21,097			8,807
Total Adjusted EBITDA	$	15,331		$	17,313	$	60,560		$	53,200
Less items to reconcile Adjusted EBITDA to Income before taxes:
Interest expense - net		4,469			4,607		12,116			11,207
Depreciation expense		2,647			2,751		8,139			8,290
Amortization		1,630			2,630		5,890			7,890
Sale leaseback transaction fees		5,257			-		5,257			-
Stock based compensation		794			-		3,627			4,236
Restructuring and severance costs		417			-		1,819			-
Impairment charges (1)		-			-		1,224			-
Gain on sale leaseback transaction		(42,298	)		-		(42,298	)		-
Other charges (2)		675			396		862			538
Income before taxes	$	41,740		$	6,929	$	63,924		$	21,039

	(1)	Reflects impairment charges taken on certain internally developed software in the nine months ended September 30, 2024.
	(2)	Reflects unrelated legal and consulting fees, insurance proceeds, and CEO transition costs for the periods presented.

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16.

Income Taxes

The Company’s effective tax rate was 2269.78% and 16.40% for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~Company’s~~ effective tax rate ~~was 24.5% and 20.9%~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 ~~and~~was ~~2023,~~impacted ~~respectively.~~by discrete ~~The effective~~ tax ~~rate~~expense ~~for~~of ~~the~~$167 ~~three and nine months~~related ~~ended September~~to ~~30,~~excess ~~2023 was~~tax ~~impacted~~from bystock acompensation, ~~tax~~and ~~benefit related~~due to the ~~purchase~~low ~~of investment~~ pre-tax ~~credits~~income ~~included~~ in the ~~Company's~~period, ~~estimated~~the ~~annual~~rate ~~effective~~was ~~tax~~more ~~rate.~~significantly affected. The effective tax rate for the three ~~and nine~~ months ended ~~September~~ March 3031, 2024 was impacted by ~~the~~ ~~release~~discrete ~~of reserves for uncertain~~ tax ~~positions~~expense of $~~445.~~391 ~~The~~related ~~effective~~to ~~tax~~excess ~~rate for the nine months ended September 30, 2024 was impacted by the establishment of reserves for uncertain~~ tax ~~positions~~from ofstock ~~$888~~compensation.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The largest item affecting deferred taxes is the difference between book and tax amortization of goodwill and other intangibles amortization.

17.

Restructuring and Impairment

In January 2024, the Company implemented the 2024 Cost Savings Program, primarily in the form of restructuring charges for headcount reductions in both the Work Truck Attachments segment and corporate functions. For the three ~~and nine~~ months ended ~~September~~March 3031, 2024, $~~417~~857 ~~and $1,819~~ in pre-tax restructuring charges were recorded, ~~respectively,~~ related to workforce reduction costs and other related expenses and are included in Cost of sales and Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~Loss. Such ~~The~~costs ~~Company's~~were ~~restructuring~~substantially ~~expenses~~paid ~~are~~as ~~comprised~~ of March ~~the~~31, ~~following:~~2024.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2024
Severance and employee costs	$	73	$	930
Write down of property, plant and equipment		-		333
Legal, consulting and other costs		344		556
Total	$	417	$	1,819

In conjunction with the 2024 Cost Savings Program, impairment charges of $1,224 were recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 related to certain internally developed software at the Company's Work Truck Attachments segment representing the full capitalized value of the software. In addition, management evaluated its assets outside of the internally developed software described above and determined that there were no indicators of impairment.

The following table summarizes the changes in the Company's accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets. Such costs have been substantially all paid as of September 30, 2024. 26

Balance at December 31, 2023	$	-
Restructuring charges		1,267
Payments		(1,267	)
Balance at September 30, 2024	$	-

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In conjunction with the 2024 Cost Savings Program, impairment charges of $1,224 were recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2024 related to certain internally developed software at our Work Truck Attachments segment representing the full capitalized value of the software. In addition, management evaluated its assets outside of the internally developed software described above and determined that there were no indicators of impairment.

18.

Recent Accounting Pronouncements

In November ~~2023~~2024, the Financial Accounting Standards Board (“"FASB”") issued Accounting Standards Update ("ASU") ~~2023~~ 2024-0703, ~~“Segment~~"Disaggregation ~~Reporting~~of ~~(Topic 280):~~Income ~~Improvements~~Statement ~~to Reportable Segment Disclosures~~Expenses,”" which requires ~~that~~disaggregated ~~entities~~disclosure ~~disclose~~of ~~significant~~income ~~segment~~statement expenses ~~and~~into ~~enhances~~specified ~~disclosure~~categories ~~around~~in ~~segment~~disclosures ~~reporting~~within the footnotes to the financial statements. The standard is effective for annual periods beginning after December 15, ~~2023~~2026. The Company ~~will adopt this standard in fiscal 2024. The Company has identified and~~ is in the process of ~~implementing~~evaluating ~~changes to processes and controls to meet~~ the standard’'s updated ~~reporting and~~ disclosure requirements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures," which enhances disclosure around income taxes. The standard is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the standard’s updated disclosure requirements.

19.

Changes in Accumulated Other Comprehensive Income by Component

Changes to accumulated other comprehensive income by component for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 are as follows:

	Unrealized			Unrealized
	Net Gain (Loss)			~~Retiree~~Net Loss			Retiree
	on Interest			~~Health~~on Steel			Health
	Rate			~~Benefit~~Hedging			Benefit
	Swap			~~Obligation~~Swap			~~Total~~Obligation			Total
Balance at December 31, 2023	$	3,331		$	3,025		$	6,356
Balance at December 31, 2024	$	1,836		$	(40	)	$	3,676		$	5,472
Other comprehensive gain before reclassifications		386			—			386
Other comprehensive gain (loss) before reclassifications		(127	)		61			—			(66	)
Amounts reclassified from accumulated other comprehensive income (loss): (1)		(2,425	)		(120	)		(2,545	)
Amounts reclassified from accumulated other comprehensive income: (1)		(373	)		—			(12	)		(385	)
Balance at September 30, 2024	$	1,292		$	2,905		$	4,197
Balance at March 31, 2025	$	1,336		$	21		$	3,664		$	5,021
(1) Amounts reclassified from accumulated other comprehensive income (loss):
(1) Amounts reclassified from accumulated other comprehensive income:
Amortization of Other Postretirement Benefit items:
Actuarial gains	$	(~~162~~16	)
Tax expense		424
Reclassification net of tax	$	(~~120~~12	)
Realized gains on interest rate swaps reclassified to interest expense	$	(~~3,277~~504	)
Tax expense		~~852~~131
Reclassification net of tax	$	(~~2,425~~373	)

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Changes to accumulated other comprehensive income by component for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, are as follows:

	Unrealized
	Net Gain (Loss)			Retiree
	on Interest			Health
	Rate			Benefit
	Swap			Obligation			Total
Balance at December 31, 2022	$	6,115		$	3,013		$	9,128
Balance at December 31, 2023	$	3,331		$	3,025		$	6,356
Other comprehensive gain before reclassifications		21,~~238~~335			—			21,~~238~~335
Amounts reclassified from accumulated other comprehensive income (loss): (1)		(~~2,441~~955	)		(~~160~~40	)		(~~2,601~~995	)
Balance at September 30, 2023	$	5,912		$	2,853		$	8,765
Balance at March 31, 2024	$	3,711		$	2,985		$	6,696
(1) Amounts reclassified from accumulated other comprehensive income (loss):
Amortization of Other Postretirement Benefit items:
Actuarial gains	$	(~~216~~54	)
Tax expense		5614
Reclassification net of tax	$	(~~160~~40	)
Realized gains on interest rate swaps reclassified to interest expense	$	(31,~~298~~290	)
Tax expense		~~857~~335
Reclassification net of tax	$	(~~2,441~~955	)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes which are included in Item 1 of this Quarterly Report on Form 10-Q, as well as the information contained in our Form 10-K (Commission File No. 001-34728) filed with the Securities and Exchange Commission. Amounts presented are in thousands, unless otherwise stated.

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise: “Douglas Dynamics,” the “Company,” “we,” “our,” or “us” refer to Douglas Dynamics, Inc.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include information relating to future events, product demand, the payment of dividends, future financial performance, strategies, expectations, competitive environment, regulation 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: (i) weather conditions, particularly lack of or reduced levels of snowfall and the timing of such snowfall, including as a result of global climate change; (ii) our ability to manage general economic, business and geopolitical conditions, including the impacts of natural disasters, labor strikes, global political instability, adverse developments affecting the banking and financial services industries, pandemics and outbreaks of contagious diseases and other adverse public health developments; (iii) increases in the price of steel or other materials, including as a result of tariffs or inflationary conditions, necessary for the production of our products that cannot be passed on to our distributors; (iv) our inability to maintain good relationships with the original equipment manufacturers (“OEM”) with whom we currently do significant business; (ivv) the inability of our suppliers and OEM partners to meet our volume or quality requirements; (v) increases in the price of steel or other materials, including as a result of tariffs or inflationary conditions, necessary for the production of our products that cannot be passed on to our distributors; (vi) increases in the price of fuel or freight, (vii) the effects of laws and regulations and their interpretations on our business and financial condition, including policy or regulatory changes related to climate change; (viii) a significant decline in economic conditions; (ix) our inability to maintain good relationships with our distributors; (x) lack of available or favorable financing options for our end-users, distributors or customers; (xi) inaccuracies in our estimates of future demand for our products; (xii) our inability to protect or continue to build our intellectual property portfolio; (xiii) our inability to develop new products or improve upon existing products in response to end-user needs; (xiv) losses due to lawsuits arising out of personal injuries associated with our products; (xv) factors that could impact the future declaration and payment of dividends or our ability to execute repurchases under our stock repurchase program; (xvi) our inability to effectively manage the use of artificial intelligence; (xvii) our inability to compete effectively against competition; (~~xvii~~xviii) our inability to successfully implement our new enterprise resource planning system at Dejana, as well as those discussed in the sections entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q, if any, or in our most recent Annual Report on Form 10-K. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. In addition, the forward-looking statements in this Quarterly Report on Form 10-Q 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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Results of Operations

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, as well as our vertically integrated products. This segment consists of our operations that manufacture and sell snow and ice control products. As described under “Seasonality and Year-To-Year Variability,” the Work Truck Attachments Segment is seasonal and, as a result, its results of operations can vary from quarter-to-quarter and from year-to-year.

In addition, segment results include an allocation of all corporate costs to Work Truck Attachments and Work Truck Solutions.

Business Update

As a result of recent market volatility, enacted or potential tariffs, supply chain disruptions, labor strikes, labor shortages, inflationary pressures (including around materials, freight, labor and benefits) and other economic trends, our results of operations ~~were~~may be significantly impacted in ~~each~~future quarters. While Douglas Dynamics is primarily a domestic manufacturer and upfitter and most of ~~the~~our ~~nine~~revenue ~~months~~is ~~ended~~from ~~September~~domestic 30customers, ~~2024~~we do rely on a global supply chain to source our parts and ~~2023,~~materials. We source certain materials from China and ~~may~~other becountries ~~significantly~~where ~~impacted~~tariffs inhave ~~future~~been ~~quarters~~enacted or proposed. ~~See~~We ~~below~~may ~~for~~see ~~further~~increased ~~discussion~~materials costs as a result of ~~the~~these ~~impact~~existing or future tariffs, and we may be unable to effectively offset these tariffs with price increases, which could negatively impact our ~~financial~~profitability ~~statements~~in future quarters. We may have challenges in short-term liquidity that could impact our ability to fund working capital needs. We have taken various steps to preserve liquidity. In January 2024, we implemented the 2024 Cost Savings Program, which is was primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions. We ~~are~~ also ~~reducing~~reduce discretionary spending where possible and ~~deferring~~ defer payments where appropriate within existing contractual terms, while remaining committed to long term growth projects. As discussed in Note 7 and Note 9 to the Unaudited Condensed Consolidated Financial Statements, in ~~September~~the year ended December 31, 2024, we executed a sale leaseback transaction for gross proceeds of $64.2 million, and, using a portion of the proceeds, we paid down $42.0 million on our term loan. In addition, as discussed in Note 9 to the Unaudited Condensed Consolidated Financial Statements, in January 2023, we expanded the borrowing capacity of our revolving credit facility, and in January 2024, we amended our Credit Agreement to increase the minimum required leverage ratio from December 31, 2023 through June 30, 2024. In consideration of these recent macroeconomic trends and the various actions that we have taken to preserve our liquidity, we expect that cash on hand and cash we generate from operations, as well as available credit under our senior credit facilities, will provide adequate funds for the foreseeable future.

Effective ~~July~~March 83, ~~2024~~2025, ~~Robert~~Mark ~~McCormick~~Van ~~retired~~Genderen aswas ~~the~~appointed the Company's President and Chief Executive Officer~~. Mr. McCormick's agreement allows him to provide consulting services to the Company through December 31~~, ~~2024.~~at ~~Effective~~which ~~July~~time ~~8, 2024,~~ James Janik ~~was~~stepped ~~elected~~down as ~~the Company's~~ Interim President and Chief Executive Officer.

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Overview

The following table sets forth, for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the consolidated statements of operations of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the table below and throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” consolidated statements of operations data for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 have been derived from our unaudited consolidated financial statements. The information contained in the table below should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.

	Three Months Ended						~~Nine Months Ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2024			2023			2024			2023
	2025			2024
	(unaudited)						~~(unaudited)~~
Net sales	$	~~129~~115,~~398~~067		$	~~144~~95,~~121~~655		$	~~424,955~~		$	~~433,933~~
Cost of sales		9886,~~523~~928			~~111~~76,~~992~~735			~~313,857~~			~~329,166~~
Gross profit		3028,~~875~~139			3218,~~129~~920			~~111,098~~			~~104,767~~
Selling, general, and administrative expense		2523,~~688~~387			1721,~~998~~488			~~70,546~~			~~64,612~~
Impairment charges		-			-1,224			~~1,224~~			-
Gain on sale leaseback transaction		(42,298	)		-			(42,298	)		-
Intangibles amortization		1,550			2,630
Intangibles amortization		1,630			2,630			5,890			7,890
Income (loss) from operations		3,202			(6,422	)
Income from operations		45,855			11,501			75,736			32,265
Interest expense, net		(2,384	)		(3,524	)
Interest expense, net		(4,469	)		(4,607	)		(12,116	)		(11,207	)
Debt modification expense		(176	)		-
Other income (expense), net		354			35			304			(19	)
Loss on extinguishment of debt		(156	)		-
Income before taxes		41,740			6,929			63,924			21,039
Other income, net		4			3
Income tax expense		9,482			1,137			15,680			4,393
Income (loss) before taxes		490			(9,943	)
Net income	$	32,258		$	5,792		$	48,244		$	16,646
Income tax expense (benefit)		342			(1,591	)
Net income (loss)	$	148		$	(8,352	)

The following table sets forth for the three months ended March 31, 2025 and 2024 the percentage of certain items in our Condensed Consolidated Statements of Operations and Comprehensive Loss, relative to net sales:

	Three Months Ended
	March 31,			March 31,
	2025			2024
	(unaudited)
Net sales		100.0	%		100.0	%
Cost of sales		75.5	%		80.2	%
Gross profit		24.5	%		19.8	%
Selling, general, and administrative expense		20.3	%		22.5	%
Impairment charges		-	%		1.3	%
Intangibles amortization		1.4	%		2.7	%
Income (loss) from operations		2.8	%		(6.7	)%
Interest expense, net		(2.1	)%		(3.7	)%
Debt modification expense		(0.2	)%		-	%
Loss on extinguishment of debt		(0.1	)%		-	%
Other income, net		-	%		-	%
Income (loss) before taxes		0.4	%		(10.4	)%
Income tax expense (benefit)		0.3	%		(1.7	)%
Net income (loss)		0.1	%		(8.7	)%

The following table sets forth for the three and nine months ended September 30, 2024 and 2023 the percentage of certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income, relative to net sales:

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2024			2023			2024			2023
	(unaudited)						(unaudited)
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		76.1	%		77.7	%		73.9	%		75.9	%
Gross profit		23.9	%		22.3	%		26.1	%		24.1	%
Selling, general, and administrative expense		19.9	%		12.5	%		16.6	%		14.9	%
Impairment charges		-	%		-	%		0.3	%		-	%
Gain on sale leaseback transaction		(32.7	)%		-	%		(10.0	)%		-	%
Intangibles amortization		1.3	%		1.8	%		1.4	%		1.8	%
Income from operations		35.4	%		8.0	%		17.8	%		7.4	%
Interest expense, net		(3.5	)%		(3.2	)%		(2.9	)%		(2.6	)%
Other income (expense), net		0.3	%		-	%		0.3	%		-	%
Income before taxes		32.2	%		4.8	%		15.2	%		4.8	%
Income tax expense		7.3	%		0.8	%		3.8	%		1.0	%
Net income		24.9	%		4.0	%		11.4	%		3.8	%

Net Sales

Net sales were $~~129~~115.41 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $~~144~~95.17 million in the three months ended ~~September~~March 3031, ~~2023~~2024, aan ~~decrease~~increase of $1419.74 million, or 1020.23%. ~~Net sales were $425.0 million for the nine months ended September 30, 2024 compared to $433.9 million in the nine months ended September 30, 2023, a decrease of $8.9 million or 2.1%.~~ The ~~decrease~~increase in sales for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 compared to the same period in ~~2023~~ 2024 is a result of ~~low~~ improved snowfall in our core markets leading to ~~lower~~higher volumes in ~~2024~~2025, as well as strong municipal volumes. See below for a discussion of net sales for each of our segments.

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Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2024

2023

2024

2023

2025

2024

Net sales

Work Truck Attachments

6036,~~249~~457

7523,~~879~~840

~~202,226~~

~~236,346~~

Work Truck Solutions

6978,~~149~~610

6871,~~242~~815

~~222,729~~

~~197,587~~

~~129~~115,~~398~~067

~~144~~95,~~121~~655

~~424,955~~

~~433,933~~

Net sales at our Work Truck Attachments segment were $6036.25 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $7523.98 million in the three months ended ~~September~~March 3031, ~~2023~~2024, aan ~~decrease~~increase of $1512.7 million. ~~Net~~ ~~sales~~The ~~at our Work Truck Attachments segment were $202.2~~increase ~~million for the nine months ended September 30, 2024 compared to $236.3 million~~ in ~~the nine months ended September 30, 2023, a decrease of $34.1 million. The decrease in~~ sales in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025 was due to ~~low~~ improved snowfall in our core markets leading to ~~lower~~higher volumes in ~~2024~~2025. The most recent snow season ended March ~~2024~~ 2025 was 12% below the 10-year average, but was approximately 30% better than the prior snow season, which saw snowfall 39.0% below the 10-year average.

Net sales at our Work Truck Solutions segment were $6978.16 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $6871.28 million in the three months ended ~~September~~March 3031, ~~2023, an increase of $0.9 million. Net sales at our Work Truck Solutions segment were $222.7 million for the nine months ended September 30,~~ 2024 ~~compared to $197.6 million in the nine months ended September 30~~, ~~2023,~~ an increase of $256.18 million. The increase in sales for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the same period in ~~2023~~ ~~was a result of price increase realization, as well as higher sales of Company-purchased chassis, which are typically sold at cost. The increase in sales for the nine months ended September 30,~~ 2024 ~~compared~~ ~~to the same period in 2023~~ was a result of ~~higher volumes on~~ improved ~~throughput,~~municipal volumes and price increase realization~~, as well as higher sales of Company-purchased chassis, which are typically sold at cost~~.

Cost of Sales

Cost of sales was $9886.59 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $~~112~~76.07 million for the three months ended ~~September~~March 3031, ~~2023~~2024, aan ~~decrease~~increase of $1310.~~5 million or 12.1%. Cost of sales was $313.9 million for the nine months ended September 30, 2024 compared to $329.~~2 million ~~for the nine months ended September 30, 2023, a decrease of $15.3 million~~ or 413.63%. The ~~decrease~~ increase in cost of sales for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025 compared to the same period in the prior year was driven by the ~~lower~~higher volumes ~~at Work Truck Attachments~~. Cost of sales as a percentage of sales were 7675.15% ~~and 73.9%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, compared to 7780.72% ~~and 75.9%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024. The decrease in cost of sales as a percentage of sales ~~for~~in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024 was~~2025 ~~due~~is related to ~~lower~~the ~~spending~~higher involumes ~~conjunction~~and product ~~with our 2024 Cost Savings Plan~~mix.

Gross Profit

Gross profit was $3028.91 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $3218.19 million for the three months ended ~~September~~March 3031, ~~2023, a decrease of $1.2 million, or 3.7%. Gross profit was $111.1 million for the nine months ended September 30,~~ 2024 ~~compared to $104.8 million for the nine months ended September 30~~, ~~2023,~~ an increase of $69.32 million, or 648.07%. The change in gross profit is attributable to the changes in sales as discussed above under “—Net Sales.” As a percentage of net sales, gross profit increased from 2219.38% for the three months ended ~~September~~March 3031, ~~2023~~2024 to ~~23.9% for the corresponding period in 2024. As a percentage of net sales, gross profit increased from~~ 24.15% for the ~~nine months ended September 30, 2023 to 26.1% for the~~ corresponding period in ~~2024~~2025. The reasons for the change in gross profit as a percentage of net sales are the same as those relating to the changes in cost of sales as a percentage of sales discussed above under “—Cost of Sales.”

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Selling, General and Administrative Expense

Selling, general and administrative expenses, including intangibles amortization, were $2724.39 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $2024.61 million for the three months ended ~~September~~March 3031, ~~2023~~2024, an increase of $60.78 million, or 32.5%. Selling, general and administrative expenses, including intangibles amortization, were $76.4 million for the nine months ended September 30, 2024 compared to $72.5 million for the nine months ended September 30, 2023, an increase of $3.~~9 million, or 5.4~~3%. The increase in the three months ended ~~September~~March 3031, ~~2024~~ 2025 is related to ~~$5.2 million in transaction costs related to the sale leaseback transaction, $1.0 million in CEO transition costs,~~ higher stock-based compensation expense of $01.8 million, ~~and higher incentive-based compensation of $0.6 million,~~ somewhat offset by lower intangibles amortization of $1.0 million related to an asset becoming fully amortized when compared to the prior year, as well as cost savings related to our 2024 Cost Savings Program. The increase in the nine months ended September 30, 2024 is related to $5.2 million in transaction costs related to the sale leaseback transaction, $1~~.0 million in CEO transition costs, and an increase in employee benefits costs of $0.7~~ million ~~and severance costs of $0.9 million~~ related to salaried headcount reductions at our Work Truck Attachments segment and our corporate function as part of our 2024 Cost Savings Program. These increases in the nine months ended September 30, 2024 are somewhat offset by lower intangibles amortization of $2.0 million related to an asset becoming fully amortized when compared to the prior year~~, lower stock-based compensation of $0~~.~~6 million and incentive-based compensation of $0.3 million, as well as a decrease in advertising costs of $0.6 million and travel costs of $0.6 million related to curtailed discretionary spending.~~

Impairment Charges

Impairment charges were $1.2 million in the ~~nine~~three months ended ~~September~~March 3031, 2024 ~~compared to $0~~.~~0 million~~ ~~in the same period in the prior year.~~ The impairment charges in 2024 relate to certain internally developed software at our Work Truck Attachments segment and represent the full capitalized value of the software.

~~Gain~~Debt onModification ~~Sale Leaseback Transaction~~ Expense

~~Gain~~Debt onmodification ~~sale~~expense ~~leaseback transaction~~ was $420.32 million in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025. The ~~compared~~debt ~~to $0.0~~modification ~~million~~expense in ~~the~~2025 related ~~same~~to ~~periods~~fees incurred in conjunction with the ~~prior~~Company’s ~~year~~March 26, ~~see~~2025 refinancing ~~Note~~of 7its toterm ~~the~~loan ~~Unaudited~~and ~~Condensed~~revolving ~~Consolidated~~credit ~~Financial~~facilities ~~Statements~~by ~~for~~virtue ~~additional~~of ~~information~~entering oninto the ~~sale~~Credit ~~leaseback transaction~~Agreement.

Loss on Extinguishment of Debt

Loss on extinguishment of debt was $0.2 million in the three months ended March 31, 2025. The loss on extinguishment of debt in 2025 related to fees incurred in conjunction with the Company’s March 26, 2025 refinancing of its term loan and revolving credit facilities by virtue of entering into the Credit Agreement.

Interest Expense

Interest expense was $42.54 million for the three months ended ~~September~~March 3031, ~~2024~~2025, a decrease compared to the $43.65 million incurred in the same period in the prior year. The decrease in interest expense for the three months ended ~~September~~March 3031, ~~2024~~2025 was due to lower interest on our revolver of $0.4 7 million due to having lower revolver borrowings during the quarter compared to the prior year, ~~somewhat~~as ~~offset~~well byas ~~higher~~lower interest on ~~our~~ floor plan agreement, see Note 5 to the Unaudited Condensed Consolidated Financial Statements for additional information regarding the floor plan agreement. Interest expense was $12.1 million for the nine months ended September 30, 2024, an increase compared to the $11.2 million incurred in the same period in the prior year. The increase in interest expense for the nine months ended September 30, 2024 was due to higher interest on our ~~floor~~term ~~plan~~loan ~~agreement~~ of $0.8 5 million.

Income Taxes

The Company’s effective tax rate was 2269.78% and 16.40% for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~Company’s~~ effective tax rate ~~was 24.5% and 20.9%~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 ~~and~~was ~~2023,~~impacted ~~respectively.~~by ~~The~~discrete ~~effective~~ tax ~~rate~~expense ~~for~~of ~~the~~$0.2 ~~three and nine months~~million ~~ended September~~related ~~30,~~to ~~2023 was~~excess ~~impacted~~tax byfrom astock ~~tax~~compensation, ~~benefit related~~and due to the ~~purchase~~low ~~of investment~~ pre-tax ~~credits~~income ~~included~~ in the ~~Company's~~period, ~~estimated~~the ~~annual~~rate ~~effective~~was ~~tax~~more ~~rate.~~significantly affected. The effective tax rate for the three ~~and nine~~ months ended ~~September~~ 30March 31, 2024 was impacted by ~~the~~ ~~release~~discrete ~~of reserves for uncertain~~ tax ~~positions~~expense of $0.4 million. ~~The~~related ~~effective~~to ~~tax~~excess ~~rate for the nine months ended September 30, 2024 was impacted by the establishment of reserves for uncertain~~ tax ~~positions~~from ofstock $0compensation.~~9 million.~~

Net Income (Loss)

Net income (loss) for the three months ended ~~September~~March 3031, ~~2024~~2025 was $320.31 million, compared to ($5.8.4) million for the corresponding period in ~~2023~~2024, an increase of $268.5 million. ~~Net income for the nine months ended September 30, 2024 was $48.2 million, compared to $16.6 million for the corresponding period in 2023, an increase of $31.6 million.~~ The change in net income (loss) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 was driven by the factors described above under “— Net Sales,” “— Cost of Sales,” “— Selling, General and Administrative Expense,” “— Impairment Charges,” “—~~Gain on Sale Leaseback Transaction,” “—~~Interest Expense," and “— Income Taxes.” As a percentage of net sales, net income (loss) was 240.91% for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to 4(8.07%) for the three months ended ~~September~~March 3031, ~~2023. As a percentage of net sales, net income was 11.4% for the nine months ended September 30,~~ 2024 ~~compared to 3~~.~~8% for the nine months ended September 30, 2023.~~

Discussion of Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates previously disclosed in our Form 10-K (Commission File No. 001-34728) filed with the Securities and Exchange Commission, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Critical Accounting Policies and Estimates.”

Liquidity and Capital Resources

Our principal sources of cash have been, and we expect will continue to be, cash from operations and borrowings under our senior credit facilities.

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Our primary uses of cash are to provide working capital, meet debt service requirements, finance capital expenditures, pay dividends under our dividend policy and support our growth, including through potential acquisitions, and for other general corporate purposes. For a description of the seasonality of our working capital rates see “—Seasonality and Year-To-Year Variability.”

Our Board of Directors has adopted a dividend policy that reflects an intention to distribute to our stockholders a regular quarterly cash dividend. The declaration and payment of these dividends to holders of our common stock is at the discretion of our Board of Directors and depends upon many factors, including our financial condition and earnings, legal requirements, taxes and other factors our Board of Directors may deem to be relevant. The terms of our indebtedness may also restrict us from paying cash dividends on our common stock under certain circumstances. As a result of this dividend policy, we may not have significant cash available to meet any large unanticipated liquidity requirements. As a result, we may not retain a sufficient amount of cash to fund our operations or to finance unanticipated capital expenditures or growth opportunities, including acquisitions. Our Board of Directors may, however, amend, revoke or suspend our dividend policy at any time and for any reason.

On February 16, 2022, our Board of Directors authorized the purchase of up to $50.0 million in shares of common stock at market value. This authorization does not have an expiration date. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. ~~The~~We ~~Company~~ may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of ~~its~~ our shares under this authorization. This program does not obligate ~~the Company~~ us to acquire any particular amount of shares and the program may be extended, modified, suspended or discontinued at any time at ~~the Company’s~~ our discretion.

As of ~~September~~March 3031, ~~2024~~2025, we had $90119.97 million of total liquidity, comprised of $87.42 million in cash and cash equivalents and $82112.5 million of borrowing availability under our revolving credit facility, compared with total liquidity as of December 31, ~~2023~~2024 of approximately $~~126~~154.76 million, comprised of approximately $245.21 million in cash and cash equivalents and borrowing availability of approximately $~~102~~149.5 million under our revolving credit facility. The change in our total liquidity from December 31, ~~2023~~2024 is primarily due to the seasonality of our business. In addition, as discussed in Note 7 and Note 9 to the Unaudited Condensed Consolidated Financial Statements, in September 2024 we executed a sale leaseback transaction for gross proceeds of $64.2 million, and using a portion of the proceeds we paid down $42.0 million on our term loan. We have taken various steps to preserve liquidity. In January 2024, we implemented the 2024 Cost Savings Program, which is was primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions. We are also continuing to reduce discretionary spending where possible and deferring payments where appropriate within existing contractual terms, while remaining committed to long term growth projects. We expect that cash on hand and cash we generate from operations, as well as available credit under our senior credit facilities, will provide adequate funds for the primary uses of cash we describe above for the foreseeable future. From time to time, we may seek additional funding through the issuance of debt or equity securities to provide additional liquidity to fund acquisitions aligned with our strategic priorities and for other general corporate purposes.

The following table shows our cash and cash equivalents, net accounts receivable and inventories at ~~September~~March 3031, ~~2024~~2025, December 31, ~~2023~~2024 and ~~September~~March 3031, ~~2023~~2024.

As of

September 30,

December 31,

September 30,

March 31,

December 31,

March 31,

2024

2023

2025

2024

Cash and cash equivalents

87,~~413~~207

245,~~156~~119

111,~~088~~974

Accounts receivable, net

~~153~~69,~~096~~219

8387,~~760~~407

~~165~~58,~~302~~580

Inventories

~~145~~171,~~362~~472

~~140~~137,~~390~~034

~~147~~174,~~246~~768

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We had cash and cash equivalents of $87.42 million at ~~September~~March 3031, ~~2024~~2025 compared to cash and cash equivalents of $245.21 million and $112.10 million at December 31, ~~2023~~2024 and ~~September~~March 3031, ~~2023~~2024, respectively. The table below sets forth a summary of the significant sources and uses of cash for the periods presented.

	Nine Months Ended
	Three Months Ended
	September 30,			September 30,						%
	March 31,			March 31,						%
Cash Flows	~~2024~~2025			~~2023~~2024			Change			Change
Net cash used in operating activities	$	(331,~~273~~337	)	$	(6421,~~148~~621	)	$	3020,~~875~~284			(4893.18	)%
Net cash provided by (used in) investing activities		60,534			(7,723	)		68,257			(883.8	)%
Net cash used in investing activities		(2,161	)		(1,328	)		(833	)		62.7	%
Net cash provided by (used in) financing activities		(43,004	)		62,289			(105,293	)		(169.0	)%
Net cash provided by financing activities		5,586			767			4,819			628.3	%
Change in cash	$	~~(15~~2,~~743~~088	)	$	(922,~~582~~182	)	$	(624,~~161~~270	)		64(109.34	)%

Net cash used in operating activities decreased $3020.93 million from the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The decrease in cash used in operating activities was due to a $78.7 million ~~decrease~~increase in net income adjusted for reconciling items, and favorable changes in working capital and operating assets and liabilities of $3811.56 million. The largest favorable ~~changes~~ change in working capital ~~were~~and operating assets and liabilities was a decrease in cash used in accounts payable related to the timing of supplier payments, asomewhat offset by a decrease in cash ~~used~~provided ~~for~~by accounts receivable related to ~~strong~~the ~~collections,~~timing asof ~~well as a decrease in cash used for inventory related reduced inventory levels in 2024~~collections.

Net cash ~~provided~~used by in investing activities increased $680.38 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 compared to the corresponding period in ~~2023~~2024 due to ~~gross proceeds on the sale leaseback transaction of $64.2 million, as well as~~ a ~~lower~~higher level of capital expenditures.

Net cash ~~used~~provided in financing activities increased $~~105~~4.38 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 as compared to the corresponding period in ~~2023~~2024. The ~~decrease~~increase in cash provided was related to having $6712.0 million in revolver borrowings outstanding at ~~September~~March 3031, ~~2024~~2025 and $470.0 million in revolver borrowings outstanding at December 31, ~~2023~~2024, compared to $~~101~~55.0 million in revolver borrowings outstanding at ~~September~~March 3031, ~~2023~~2024 and no$47.0 million in revolver borrowings outstanding at December 31, ~~2022~~2023. ~~See Note 9 to the Unaudited Condensed Consolidated Financial Statements for additional information.~~ In addition, ~~the~~payments ~~increase~~of ~~in cash used in~~ financing ~~activities~~costs ~~is related to a~~ were $421.0 2 million ~~voluntary~~higher ~~pre-payment~~in ofthe ~~debt~~three ~~amortization~~months ~~principal~~ended ~~payments~~March in31, ~~September~~2025 ~~2024~~compared ~~using~~to ~~a portion of~~ the ~~proceeds~~ ~~from~~same ~~the~~period ~~sale leaseback transaction,~~ in ~~comparison~~the toprior ~~a $10.0~~year ~~million repayment of long-term debt~~ related to athe ~~voluntary~~debt ~~pre-payment~~refinancing ofthat ~~debt~~occurred ~~amortization~~on ~~principal~~March ~~payments~~26, in2025. ~~2023; see~~See Note 9 to the Unaudited Condensed Consolidated Financial Statements for additional information.

Free Cash Flow

Free cash flow for the three months ended ~~September~~March 3031, ~~2024~~2025 was ($153.45) million compared to ($022.~~4) million in the corresponding period in 2023, a decrease of $15.0 million. Free cash flow for the nine months ended September 30, 2024 was ($37.3) million compared to ($71.~~9) million in the corresponding period in ~~2023~~2024, an increase of $3419.64 million. The increase in free cash flow for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 is primarily a result of lower cash used in operating activities of $3020.93 million as discussed above under “Liquidity and Capital Resources.”

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q contains financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”).

These non-GAAP measures include:

●

Free cash flow; and

●

Adjusted EBITDA; and

● Adjusted net income (loss) and earnings (loss) per share.

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

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Free cash flow is a non-GAAP financial measure which we define as net cash provided by (used in) operating activities less capital expenditures. Free cash flow should be evaluated in addition to, and not considered a substitute for, other financial measures such as net income (loss) and cash flow provided by (used in) operations. We believe that free cash flow represents our ability to generate additional cash flow from our business operations.

The following table reconciles net cash ~~provided by (~~used in) operating activities, a GAAP measure, to free cash flow, a non-GAAP measure.

	Three Months Ended						~~Nine Months Ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2024			2023			2024			2023
	2025			2024
Net cash provided by (used in) operating activities	$	(14,159	)	$	2,079		$	(33,273	)	$	(64,148	)
Net cash used in operating activities	$	(1,337	)	$	(21,621	)
Acquisition of property and equipment		(12,~~231~~161	)		(21,~~433~~328	)		~~(3,982~~	)		~~(7,723~~	)
Free cash flow	$	(153,~~390~~498	)	$	(~~354~~22,949	)	$	~~(37,255~~	)	$	~~(71,871~~	)

Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted for certain charges consisting of unrelated legal and consulting fees, severance, restructuring charges, impairment charges, CEO transition costs, ~~insurance~~debt ~~proceeds~~modification expense, ~~gain~~loss on ~~sale~~extinguishment ~~leaseback~~of ~~transaction and related transaction costs~~debt, and stock-based compensation. We use, and we believe our investors benefit from the presentation of, Adjusted EBITDA in evaluating our operating performance because it provides us and our investors with additional tools to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our core operations. In addition, we believe that Adjusted EBITDA is useful to investors and other external users of our consolidated financial statements in evaluating our 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. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. Management also uses Adjusted EBITDA to evaluate our ability to make certain payments, including dividends, in compliance with our senior credit facilities, which is determined based on a calculation of “Consolidated Adjusted EBITDA” that is substantially similar to Adjusted EBITDA.

Adjusted EBITDA has limitations as an analytical tool. As a result, you should not consider it in isolation, or as a substitute for net income (loss), operating income (loss), cash flow provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Some of these limitations are:

●

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

●

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

●

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

●

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

●

Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure; and

●

Adjusted EBITDA does not reflect tax obligations whether current or deferred.

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Table of Contents

The following table presents a reconciliation of net income (loss), the most comparable GAAP financial measure, to Adjusted EBITDA as well as the resulting calculation of Adjusted EBITDA for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended						~~Nine Months Ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2024			2023			2024			2023
	2025			2024
Net income	$	32,258		$	5,792		$	48,244		$	16,646
Net income (loss)	$	148		$	(8,352	)
Interest expense, net		42,~~469~~384			43,~~607~~524			~~12,116~~			~~11,207~~
Income tax expense		9,482			1,137			15,680			4,393
Income tax expense (benefit)		342			(1,591	)
Depreciation expense		2,~~647~~273			2,~~751~~715			~~8,139~~			~~8,290~~
Amortization		1,~~630~~550			2,630			~~5,890~~			~~7,890~~
EBITDA		506,~~486~~697			16(1,~~917~~074	)		~~90,069~~			~~48,426~~
Stock-based compensation expense		~~794~~2,150			-355			~~3,627~~			~~4,236~~
Restructuring and severance costs		417			-			1,819			-
Impairment charges (1)		-			1,224
Impairment charges (1)		-			-			1,224			-
Debt modification expense		176			-
Gain on sale leaseback transaction		(42,298	)		-			(42,298	)		-
Loss on extinguishment of debt		156			-
Sale leaseback transaction fees		5,257			-			5,257			-
Other charges (2)		252			1,029
Other charges (2)		675			396			862			538
Adjusted EBITDA	$	9,431		$	1,534
Adjusted EBITDA	$	15,331		$	17,313		$	60,560		$	53,200

(1)	Reflects impairment charges taken on certain internally developed software in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.
(2)	Reflects unrelated legal, ~~and consulting fees~~severance, ~~insurance proceeds~~restructuring, and ~~CEO~~consulting ~~transition~~fees ~~costs~~ for the periods presented.

The following table presents Adjusted EBITDA by segment for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2024

2023

2024

2023

2025

2024

Adjusted EBITDA

Work Truck Attachments

~~8,139~~327

12(4,~~328~~468

)

~~39,463~~

~~44,393~~

Work Truck Solutions

79,~~192~~104

46,~~985~~002

~~21,097~~

~~8,807~~

159,~~331~~431

171,~~313~~534

~~60,560~~

~~53,200~~

Adjusted EBITDA at our Work Truck Attachments segment was $80.13 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to ($124.35) million in the three months ended ~~September~~March 3031, ~~2023, a decrease of $4.2 million. Adjusted EBITDA at our Work Truck Attachments segment was $39.5 million for the nine months ended September 30,~~ 2024 ~~compared to $44.4 million in the nine months ended September 30~~, ~~2023,~~an ~~a decrease~~increase of $4.98 million. The change in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025 from the corresponding periods in ~~2023~~ 2024 was due to ~~low~~ improved snowfall in our core markets leading to ~~lower~~higher volumes in ~~2024~~2025. The most recent snow season ended March ~~2024~~ 2025 was 12% below the 10-year average, but was approximately 30% better than the prior snow season, which had snowfall 39.0% below the 10-year average.

Adjusted EBITDA at our Work Truck Solutions segment was $79.21 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to $56.0 million in the three months ended ~~September~~March 3031, ~~2023~~2024, an increase of $23.~~2 million. Adjusted EBITDA at our Work Truck Solutions segment was $21.~~1 million ~~for the nine months ended September 30, 2024 compared to $8~~.~~8 million~~ ~~in the nine months ended September 30, 2023, an increase of $12.3 million.~~ The change in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025 was due to improved municipal volumes and price increase realization, as well as improved efficiencies.

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Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share (calculated on a diluted basis) represents net income (loss) and earnings (loss) per share (as defined by GAAP), excluding the impact of stock-based compensation, severance, restructuring charges, impairment charges, CEO transition costs, ~~insurance~~debt ~~proceeds~~modification expense, ~~gain~~loss on ~~sale~~extinguishment ~~leaseback~~of ~~transaction and related transaction costs~~debt, certain charges related to unrelated legal fees and consulting fees, and adjustments on derivatives not classified as hedges, net of their income tax impact. Adjustments on derivatives not classified as hedges are non-cash and are related to overall financial market conditions; therefore, management believes such costs are unrelated to our business and are not representative of our results. Management believes that Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share are useful in assessing the Company’s financial performance by eliminating expenses and income that are not reflective of the underlying business performance. We believe that the presentation of adjusted net income (loss) for the periods presented allows investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because the excluded items are not predictable or consistent, management does not consider them when evaluating our performance or when making decisions regarding allocation of resources.

The following table presents a reconciliation of net income (loss), the most comparable GAAP financial measure, to Adjusted net income (loss) as well as a reconciliation of diluted earnings (loss) per share, the most comparable GAAP financial measure, to Adjusted diluted earnings (loss) per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended
	March 31,			March 31,
	2025			2024

Net income (loss) (GAAP)	$	148		$	(8,352	)
Adjustments:
- Stock-based compensation		2,150			355
- Impairment charges (1)		-			1,224
- Debt modification expense		176			-
- Loss on extinguishment of debt		156			-
- Adjustments on derivative not classified as hedge (2)		-			(172	)
- Other charges (3)		252			1,029
Tax effect on adjustments		(683	)		(609	)

Adjusted net income (loss) (non-GAAP)	$	2,199		$	(6,525	)

Weighted average common shares outstanding assuming dilution		23,121,555			23,009,369

Adjusted earnings (loss) per common share - dilutive	$	0.09		$	(0.29	)

GAAP diluted loss per share	$	(0.00	)	$	(0.37	)
Adjustments net of income taxes:
- Stock-based compensation		0.07			0.02
- Impairment charges (1)		-			0.04
- Debt modification expense		-			-
- Loss on extinguishment of debt		-			-
- Adjustments on derivative not classified as hedge (2)		-			(0.01	)
- Other charges (3)		0.02			0.03

Adjusted diluted earnings (loss) per share (non-GAAP)	$	0.09		$	(0.29	)

(1)	Reflects impairment charges taken on certain internally developed software in the three months ended March 31, 2025.
(2)	Reflects mark-to-market and amortization adjustments on an interest rate swap not classified as a hedge for the periods presented.
(3)	Reflects unrelated legal, severance, restructuring, and consulting fees for the periods presented.

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2024			2023			2024			2023
Net income (GAAP)	$	32,258		$	5,792		$	48,244		$	16,646
Adjustments:
- Stock-based compensation		794			-			3,627			4,236
- Impairment charges (1)		-			-			1,224			-
- Gain on sale leaseback transaction		(42,298	)		-			(42,298	)		-
- Sale leaseback transaction fees		5,257			-			5,257			-
- Restructuring and severance costs		417			-			1,819			-
- Adjustments on derivative not classified as hedge (2)		-			(172	)		(287	)		(516	)
- Other charges (3)		675			396			862			538
Tax effect on adjustments		8,789			(56	)		7,449			(1,064	)
Adjusted net income (non-GAAP)	$	5,892		$	5,960		$	25,897		$	19,840
Weighted average common shares outstanding assuming dilution		23,577,883			22,983,965			23,476,039			22,955,388
Adjusted earnings per common share - dilutive	$	0.24		$	0.25		$	1.09		$	0.82
GAAP diluted earnings per share	$	1.36		$	0.24		$	2.04		$	0.69
Adjustments net of income taxes:
- Stock-based compensation		0.02			-			0.11			0.13
- Impairment charges (1)		-			-			0.04			-
- Gain on sale leaseback transaction		(1.34	)		-			(1.35	)		-
- Sale leaseback transaction fees		0.17			-			0.17			-
- Restructuring and severance costs		0.01			-			0.06			-
- Adjustments on derivative not classified as hedge (2)		-			(0.01	)		(0.01	)		(0.02	)
- Other charges (3)		0.02			0.02			0.03			0.02
Adjusted diluted earnings per share (non-GAAP)	$	0.24		$	0.25		$	1.09		$	0.82

(1)	Reflects impairment charges taken on certain internally developed software in the nine months ended September 30, 2024.
(2)	Reflects mark-to-market and amortization adjustments on an interest rate swap not classified as a hedge for the periods presented.
(3)	Reflects unrelated legal and consulting fees, insurance proceeds, and CEO transition costs for the periods presented.

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Future Obligations and Commitments

~~During~~There ~~the three~~have ~~and~~been ~~nine~~no ~~months~~material ~~ended~~changes ~~September~~to ~~30,~~our ~~2024,~~future ~~the~~obligations ~~Company~~and ~~closed~~commitments ~~on a sale leaseback transaction with an unrelated third party. The properties~~ in the ~~sale leaseback transaction are comprised of~~ three ~~facilities~~months ~~located~~ended inMarch ~~Milwaukee~~31, ~~Wisconsin and four additional facilities located in each of Huntley~~2025, ~~Illinois;~~other ~~Manchester,~~than ~~Iowa;~~those ~~Rockland,~~described ~~Maine; and Madison Heights, Michigan, totaling approximately 780,000 square feet of manufacturing and upfitting space~~below. The lease agreement has an initial term of 15 years, with two optional 10-year renewal options. The resulting lease has approximately $88.9 million in committed future lease payments over the next 15 years.

~~With~~Due to material changes to contractual obligations related to long term debt resulting from the ~~exception~~refinancing of ~~the~~our ~~lease~~Term ~~commitments~~Loan ~~described~~Credit ~~above~~Agreement and Revolving Credit Agreement, ~~there~~as ~~have~~discussed ~~been~~in noNote ~~material~~9, ~~changes~~we tohave updated our ~~future~~contractual obligations ~~and~~related ~~commitments~~to inour ~~the~~long ~~three~~term ~~months~~debt ~~ended~~and ~~September~~related ~~30, 2024~~interest.

(Dollars in thousands)	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years

Long-term debt (1)	$	149,579	$	7,500	$	15,000	$	127,079	$	-
Interest on long-term debt (2)		41,717		9,489		17,335		14,893		-

Total contracted cash obligations	$	191,296	$	16,989	$	32,335	$	141,972	$	-

(1)	Long-term debt obligation is presented net of discount of $0.4 million at March 31, 2025.

(2)	Assumes all debt will remain outstanding until maturity. Interest payments were calculated using interest rates in effect as of March 31, 2025.

Impact of Inflation

Inflation in materials and labor had a material impact on our profitability in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 and, although we are starting to see such inflationary pressures ease, we expect ongoing inflationary pressures and the impact of any tariffs enacted may also impact our profitability in the remainder of ~~2024~~2025. While we anticipate being able to cover this inflation by raising prices, there may be a timing difference of when we incur the increased costs and when we realize the higher prices in our backlog. In ~~2023 and~~prior inyear ~~previous years, including in 2019,~~ as a result of inflationary pressures due to tariffs, we experienced significant increases in steel costs, but were able to mitigate the effects of these increases through both temporary and permanent steel surcharges; we expect, but cannot be certain, that we will be able to do the same going forward.

Seasonality and Year-to-Year Variability

While our Work Truck Solutions segment has limited seasonality and variability, our Work Truck Attachments segment is seasonal and also varies from year-to-year. Consequently, our results of operations and financial condition for this segment vary from quarter-to-quarter and from year-to-year as well. In addition, because of this seasonality and variability, the results of operations for our Work Truck Attachments segment and our consolidated results of operations 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. That being the case, while snowfall levels vary within a given year and from year-to-year, snowfall, and the corresponding replacement cycle of snow and ice control equipment manufactured and sold by our Work Truck Attachments segment, is relatively consistent over multi-year periods.

Sales of our Work Truck Attachments products are significantly impacted by the level, timing and location of snowfall, with sales in any given year and region most heavily influenced by snowfall levels in the prior snow season (which we consider to begin in October and end in March) in that region. This is due to the fact that end-user demand for our Work Truck Attachments products is driven primarily by the condition of their snow and ice control equipment, and in the case of professional snowplowers, by their financial ability to purchase new or replacement snow and ice control equipment, both of which are significantly affected by snowfall levels. Heavy snowfall during a given winter causes usage of our Work Truck Attachments products to increase, resulting in greater wear and tear to our products and a shortening of their life cycles, thereby creating a need for replacement commercial snow and ice control equipment and related parts and accessories. In addition, when there is a heavy snowfall in a given winter, the increased income our professional snowplowers generate from their professional snowplow activities provides them with increased purchasing power to purchase replacement commercial snow and ice control equipment prior to the following winter. To a lesser extent, sales of our Work Truck Attachments products are influenced by the timing of snowfall in a given winter. Because an early snowfall can be viewed as a sign of a heavy upcoming snow season, our end-users may respond to an early snowfall by purchasing replacement snow and ice control equipment during the current season rather than delaying purchases until after the season is over when most purchases are typically made by end-users.

We attempt to manage the seasonal impact of snowfall on our revenues in part through our pre-season sales program, which involves actively soliciting and encouraging pre-season distributor orders in the second and third quarters by offering our Work Truck Attachments distributors a combination of pricing, payment and freight incentives during this period. These pre-season sales incentives encourage our Work Truck Attachments distributors to re-stock their inventory during the second and third quarters in anticipation of the peak fourth quarter retail sales period by offering pre-season pricing and payment deferral until the fourth quarter. As a result, we tend to generate our greatest volume of sales (an average of over two-thirds over the last ten years) for the Work Truck Attachments segment during the second and third quarters, providing us with manufacturing visibility for the remainder of the year. By contrast, our revenue and operating results for the Work Truck Attachments segment tend to be lowest during the first quarter, as management believes our end-users prefer to wait until the beginning of a snow season to purchase new equipment and as our distributors sell off inventory and wait for our pre-season sales incentive period to re-stock inventory. Fourth quarter sales for the Work Truck Attachments segment 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 our fourth quarter sales and shipments for the Work Truck Attachments segment consist of re-orders by distributors seeking to restock inventory to meet immediate customer needs caused by snowfall during the winter months.

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Because of the seasonality of our sales of Work Truck Attachments products, we experience seasonality in our working capital needs as well. In the first quarter, we typically require capital as we are generally required to build our inventory for the Work Truck Attachments segment in anticipation of our second and third quarter pre-season sales. During the second and third quarters, our working capital requirements rise as our accounts receivable for the Work Truck Attachments segment increase as a result of the sale and shipment of products ordered through our pre-season sales program, and as we continue to build inventory. Working capital requirements peak towards the end of the third quarter and then begin to decline through the fourth quarter through a reduction in accounts receivable for the Work Truck Attachments segment when we receive the majority of the payments for pre-season shipped products.

We also attempt to manage the impact of seasonality and year-to-year variability on our business costs through the effective management of our assets. Our asset management and profit focus strategies include:

●

the employment of a highly variable cost structure facilitated by a core group of workers that we supplement with a temporary workforce as sales volumes dictate, which allows us to adjust costs on an as-needed basis in response to changing demand;

●

our enterprise-wide lean concept, which allows us to adjust production levels up or down to meet demand;

●

the pre-season order program described above, which incentivizes distributors to place orders prior to the retail selling season; and

●

a vertically integrated business model.

These asset management and profit focus strategies, among other management tools, allow us to adjust fixed overhead and selling, general and administrative expenditures to account for the year-to-year variability of our sales volumes.

Additionally, although our annual capital expenditures are modest, they can be temporarily reduced by up to approximately 40% in response to actual or anticipated decreases in sales volumes. If we are unsuccessful in our asset management initiatives, the seasonality and year-to-year variability effects on our business may be compounded and in turn our results of operations and financial condition may suffer.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not use financial instruments for speculative trading purposes, and do not hold any derivative financial instruments that could expose us to significant market risk. Other than the broad effects of recent macro-economic trends and their negative impact on the global economy and major financial markets, our primary market risk exposures are changes in interest rates and steel price fluctuations.

Interest Rate Risk

We are exposed to market risk primarily from changes in interest rates. Our borrowings, including our term loan and any revolving borrowings under our senior credit facilities, are at variable rates of interest and expose us to interest rate risk. A portion of our interest rate risk associated with our term loan is mitigated through interest rate swaps. In addition, the interest rate on any revolving borrowings is subject to an increase in the interest rate based on our average daily availability under our revolving credit facility.

As of ~~September~~March 3031, ~~2024~~2025, we had outstanding borrowings under our term loan of $~~147~~149.56 million. A hypothetical interest rate change of 1%, 1.5% and 2% on our term loan would have changed interest incurred for the three months ended ~~September~~March 3031, ~~2024~~2025 by $0.20 million, $0.31 million, and $0.31 million, respectively.

The Company is party to interest rate swap agreements to reduce its exposure to interest rate volatility. On June 9, 2021, in conjunction with entering into the Original Credit Agreement described above, the Company re-designated its swap. As a result, the swap will be recorded at fair value with changes recorded in Accumulated other comprehensive income (loss). The amortization from Accumulated other comprehensive income (loss) into earnings from the previous dedesignation has been adjusted as of June 9, 2021 to include the de-recognition of previously recognized mark-to-market gains and the amortization of the off-market component as of the re-designation date, and will continue to be recognized through the life of the swap. On May 19, 2022, the Company entered into an interest rate swap agreement to further reduce its exposure to interest rate volatility. The interest rate swap has a notional amount of $125,000 effective for the period May 31, 2024 through June 9, 2026. The Company may have counterparty credit risk resulting from the interest rate swap, which it monitors on an on-going basis. The risk lies with two global financial institutions. Under the interest rate swap agreement, the Company will either receive or make payments on a monthly basis based on the differential between 2.718% and SOFR. The interest rate swap is accounted for as a cash flow hedge. See Note 9 to the Unaudited Condensed Consolidated Financial Statements for additional details on our interest rate swap agreements.

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As of ~~September~~March 3031, ~~2024~~2025, we had $6712.0 million in outstanding borrowings under our revolving credit facility. A hypothetical interest rate change of 1%, 1.5% and 2% on our revolving credit facility would have changed interest incurred for the three months ended ~~September~~March 3031, ~~2024~~2025 by $0.20 million, $0.30 million, and $0.30 million, respectively.

Commodity Price Risk

In the normal course of business, we are exposed to market risk related to our purchase of steel, the primary commodity upon which our manufacturing depends. Our steel purchases as a percentage of revenue were 58.95% for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to 912.45% for the three months ended ~~September~~March 3031, ~~2023. Our steel purchases as a percentage of revenue were 7.0% for the nine months ended September 30,~~ 2024 ~~compared to 10~~.~~2% for~~ ~~the nine months ended September 30, 2023.~~ While steel is typically available from numerous suppliers, the price of steel is a commodity subject to fluctuations that apply across broad spectrums of the steel market. WeIf dothe ~~not~~price ~~use~~of ~~any derivative or hedging instruments to manage~~ steel ~~price~~increases, ~~risk.~~including Ifas ~~the~~a ~~price~~result of ~~steel increases~~tariffs, our variable costs could also increase. While historically we have successfully mitigated these increased costs through the implementation of either permanent price increases and/or temporary invoice surcharges, there may be timing differences between when we realize the price increases and incur the increased costs, and in the future we may not be able to successfully mitigate these costs, which could cause our gross margins to decline. If our costs for steel were to increase by $1.00 in a period where we are not able to pass any of this increase onto our distributors, our gross margins would decline by $1.00 in the period in which such inventory was sold.

On December 17, 2024, we entered into a steel hedging agreement to reduce our exposure to commodity price swings. The steel hedging instrument has a notional quantity of 3,000 short tons and is effective for the period August 1, 2025 through December 31, 2025, which we expect to be slightly less than half of our exposure during the effective period. Under the steel hedge agreement, we will make fixed payments of $819 per short ton for the Steel Hot Rolled Coil (HRC) commodity. The steel hedging instrument is accounted for as a cash flow hedge. The steel hedging instrument's fair value at March 31, 2025 and December 31, 2024 was positive $0.0 million and negative $0.1 million, respectively, which is included in Prepaid and other current assets and Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet, respectively.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our ~~Interim~~ Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our ~~Interim~~ Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our ~~Interim~~ Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

WeDuring ~~are~~the ~~currently~~quarter inended ~~the~~March ~~process~~31, of2025, anwe ~~enterprise~~completed ~~resource~~an ~~planning ("~~ERP") ~~system~~ implementation at our Dejana Truck & Utility Equipment Company, LLC subsidiary. ~~The ERP system is expected to be fully implemented in the first quarter of 2025.~~ As a result of the implementation, we have implemented or expect to implement certain changes to our processes and procedures, which, in turn, will result in changes to our internal control over financial reporting. While we expect this implementation to either strengthen or have minimal impact to our existing internal controls, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures are finalized with the implementation.

With the exception of the implementation of the ERP system described above, there have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are engaged in various litigation matters primarily including product liability and intellectual property disputes. However, management does not believe that any current litigation is material to our operations or financial position. In addition, we are not currently party to any environmental-related claims or legal matters.

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Item 1A. Risk Factors

There have been no significant changes in our risk factors from those described in our Annual Report on Form 10-K for the year ended December 31, ~~2023 except for the addition of the following risk to be included in the “Risks Related to our Business and Operations” subsection~~2024.

The process of implementing an ERP system at Dejana could adversely impact our ability to produce timely financial statements or our internal control over financial reporting.

We are currently in the process of an ERP implementation at our Dejana Truck & Utility Equipment Company, LLC subsidiary, which will replace their current system. We may not be able to successfully implement the ERP system without delays related to resource constraints or challenges with the design or testing phases of the implementation. Inefficiencies in our financial reporting processes due to the conversion to a new ERP could adversely affect our ability to produce accurate financial statements on a timely basis until the new ERP and processes have matured. Additionally, the effectiveness of our internal control over financial reporting could be adversely affected if the new ERP is not successfully implemented.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the three months ended ~~September~~March 3031, ~~2024~~2025, we did not sell any securities that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

In March 2025, the Company withheld approximately 6,259 shares of the Company's common stock to satisfy minimum tax withholding obligations that arose upon vesting of restricted stock granted pursuant to the Company's stockholder-approved equity incentive plan.

On February 16, 2022, our Board of Directors authorized the purchase of up to $50.0 million in shares of common stock at market value (the “2022 repurchase plan”). This authorization does not have an expiration date. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. We may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of its shares under this authorization. This program does not obligate us to acquire any particular amount of shares and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. Shares repurchased under the 2022 repurchase plan are retired.

Total share repurchases under the 2022 repurchase plan for the three months ended ~~September~~March 3031, ~~2024~~2025 are as follows:

Period	Total number of shares purchased		Average price paid per share		Number of shares purchased as part of the publicly announced program		Approximate dollar value of shares still available to be purchased under the program (000's)
7/1/2024 - 7/31/2024		-	$	-		-	$	44,000
1/1/2025 - 1/31/2025		-	$	-		-	$	44,000
8/1/2024 - 8/31/2024		-		-		-		44,000
2/1/2025 - 2/28/2025		-		-		-		44,000
9/1/2024 - 9/30/2024		-		-		-		44,000
3/1/2025 - 3/31/2025		-		-		-		44,000
Total		-	$	-		-	$	44,000

Dividend Payment Restrictions

Our senior credit facilities include certain restrictions on our ability to pay dividends. The senior credit facilities also restrict our subsidiaries from paying dividends and otherwise transferring assets to Douglas Dynamics, Inc. For additional detail regarding these restrictions, see Note 9 to the Unaudited Condensed Consolidated Financial Statements.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended ~~September~~March 3031, ~~2024~~2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement," or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The following documents are filed as Exhibits to this Quarterly Report on Form 10-Q:

Exhibit Numbers		Description
10.1		Agreement of Purchase and Sale, dated September 10, 2024, among Douglas Dynamics, L.L.C., Henderson Products, Inc., Trynex International LLC and AGNL Blizzard, L.L.C. [Incorporated by reference to Exhibit 10.1 to Douglas Dynamics, Inc.'s Current Report on Form 8-K filed September 12, 2024 (File No. 001-34728)].
10.1*#		Employment Agreement, effective February 28, 2025, among Douglas Dynamics, Inc., Douglas Dynamics, L.L.C. and Chris Bernauer.
10.2		Lease Agreement, dated September 10, 2024, between Douglas Dynamics, L.L.C. and AGNL Blizzard, L.L.C. [Incorporated by reference to Exhibit 10.2 to Douglas Dynamics, Inc.'s Current Report on Form 8-K filed September 12, 2024 (File No. 001-34728)].
10.2#		Amended and Restated Employment Agreement, effective March 3, 2025, among Douglas Dynamics, Inc., Douglas Dynamics, L.L.C. and Mark Van Genderen [Incorporated by reference to Exhibit 10.1 to Douglas Dynamics, Inc.'s Current Report on Form 8-K filed March 3, 2025 (File No. 001-34728)].
10.3#		Amended and Restated Credit Agreement, dated as of March 26, 2025, among Douglas Dynamics, L.L.C., Fisher, LLC, Trynex International LLC, Henderson Enterprises Group, Inc., Henderson Products, Inc., and Dejana Truck & Utility Equipment Company, LLC, Douglas Dynamics, Inc., the banks and financial institutions listed therein, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Chase Bank, N.A. and CIBC Bank USA, as joint lead arrangers and joint bookrunners, CIBC Bank USA, as syndication agent, and Bank of America, N.A. and BMO Harris Bank, N.A., as co-documentation agents [Incorporated by reference to Exhibit 10.1 to Douglas Dynamics, Inc.'s Current Report on Form 8-K filed March 28, 2025 (File No. 001-34728)].
31.1*		Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		The following financial statements from the quarterly report on Form 10-Q of Douglas Dynamics, Inc. for the quarter ended ~~September~~March 3031, ~~2024~~2025, filed on ~~October~~May 296, ~~2024~~2025, formatted in inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Comprehensive ~~Income~~Loss; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Shareholders’ Equity; and (v) the Notes to the Consolidated Financial Statements.

104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

# A management contract of compensatory plan or arrangement.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	DOUGLAS DYNAMICS, INC.

	By:	/s/ SARAH LAUBER
		Sarah Lauber
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Authorized Signatory)
Dated: October 29, 2024
Dated: May 6, 2025

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