DOUGLAS DYNAMICS, INC

Previous wording

Work Truck Attachments. The Work Truck Attachments segment includes our operations that manufacture and sell snow and ice control attachments and other products sold under the FISHER®, WESTERN®, and SNOWEX® brands, as well as our vertically integrated 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.

Current wording

Work Truck Attachments. The Work Truck Attachments segment includes our operations that manufacture and sell snow and ice control attachments and other products sold under the FISHER®, WESTERN®, and SNOWEX® brands, and truck-mounted service cranes and dump hoists under the VENCO® and VENTURO® brands. 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.

Previous wording

As a result of recent market volatility, supply chain disruptions, labor strikes, labor shortages, inflationary pressures (including around materials, freight, labor and benefits), and other economic trends, our results of operations have been impacted in the years ended December 31, 2024, 2023 and 2022, and may be significantly impacted in future years. See below for further discussion of the impact to our financial statements.

Current wording

As a result of recent market volatility, supply chain disruptions, labor strikes, labor shortages, tariffs, inflationary pressures (including around materials, freight, labor and benefits), and other economic trends, our results of operations have been impacted in the years ended December 31, 2025, 2024 and 2023, and may be significantly impacted in future years. See below for further discussion of the impact to our financial statements.

Previous wording

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, including reducing discretionary spending and deferring payments where appropriate within existing contractual terms, while remaining committed to long term growth projects. In January 2024, we implemented the 2024 Cost Savings Program, which is primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions. See Note 21 to the Consolidated Financial Statements for additional information regarding the 2024 Cost Savings Program. In addition, as discussed under the section "Liquidity and Capital Resources" below, 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. As discussed in Note 6 and Note 8 to the 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. In consideration of these recent macroeconomic trends and the various actions that we have taken to preserve our liquidity, cash on hand and cash we generated from operations, as well as available credit under our senior credit facilities as amended during 2021, provided adequate and incremental funds throughout 2024, and we expect will continue to provide us with adequate funds in the foreseeable future.

Current wording

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, including reducing discretionary spending and deferring payments where appropriate within existing contractual terms, while remaining committed to long term growth projects. In January 2024, we implemented the 2024 Cost Savings Program, which was primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions in 2024. See Note 21 to the Consolidated Financial Statements for additional information regarding the 2024 Cost Savings Program. As discussed in Note 6 and Note 8 to the 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. In addition, as discussed in Note 8 to the Consolidated Financial Statements, in March 2025, we refinanced our term loan. In consideration of these recent macroeconomic trends and the various actions that we have taken to preserve our liquidity, cash on hand and cash we generated from operations, as well as available credit under our senior credit facilities, provided adequate and incremental funds throughout 2025, and we expect will continue to provide us with adequate funds in the foreseeable future.

Previous wording

While our Work Truck Solutions operations are not as reliant on snowfall, snowfall is still the primary factor in evaluating our business results due to its significant impact on the results of operations of our Work Truck Attachments segment. We typically compare the snowfall level in a given period both to the snowfall level in the prior season and to those snowfall levels we consider to be average. References to “average snowfall” levels below refer to the aggregate average inches of snowfall recorded in 66 cities in 26 snow‑belt states in the United States during the annual snow season, from October 1 through March 31, from 1980 to 2024. During this period, snowfall averaged 2,978 inches, with the low in such period being 1,794 inches and the high being 4,502 inches. Meanwhile, over the last 10 years, snowfall averaged 2,738 inches for the snow periods ending March 31, 2015 through 2024.

Current wording

While our Work Truck Solutions operations are not as reliant on snowfall, snowfall is still the primary factor in evaluating our business results due to its significant impact on the results of operations of our Work Truck Attachments segment. We typically compare the snowfall level in a given period both to the snowfall level in the prior season and to those snowfall levels we consider to be average. References to “average snowfall” levels below refer to the aggregate average inches of snowfall recorded in cities in snow‑belt states in the United States during the annual snow season, from October 1 through March 31, from 1980 to 2025 (covering 66 cities and 26 states through 2022, and 81 cities and 35 states since 2023). During this period, snowfall averaged 2,967 inches, with the low in such period being 1,794 inches and the high being 4,502 inches. Meanwhile, over the last 10 years, snowfall averaged 2,623 inches for the snow periods ending March 31, 2016 through 2025. The lowest rolling ten-year period occurred with the snow season ended March 31, 2025.

Previous wording

During the six‑month snow season ended March 31, 2024, snowfall was 1,836 inches, which was 38.4% lower than averages from 1980 to 2024. During the six‑month snow season ended March 31, 2023, we experienced snowfall that was 11.4% lower than averages from 1980 to 2023. During the six-month snow season ended March 31, 2022, we experienced snowfall that was 13.3% lower than averages from 1980 to 2022. Snowfall was 32.9% below average during the snow season ended March 31, 2024 when compared to the average over the last 10 years and was the sixth snow season in a row below this average. Snowfall was 11.0% below average during the snow season ended March 31, 2023 when compared to the average over the previous 10 years. Additionally, the timing and location of snowfall can have an impact on our financial results. Specifically, in the snow season ended March 31, 2024, low snowfall in our core markets led to lower volumes, and in the snow season ended March 31, 2023, major cities along the I-95 corridor on the East Coast did not see any measurable snowfall. We believe the below-average snowfall in the years ended December 31, 2024 and 2023 negatively impacted our business. In 2022 and 2023, we encountered chassis availability issues with certain of our OEM partners, which negatively impacted our business.

Current wording

During the six‑month snow season ended March 31, 2025, snowfall was 2,445 inches, which was 17.6% lower than averages from 1980 to 2025. During the six‑month snow season ended March 31, 2024, we experienced snowfall that was 38.4% lower than averages from 1980 to 2024. During the six-month snow season ended March 31, 2023, we experienced snowfall that was 11.4% lower than averages from 1980 to 2023. Snowfall was 6.8% below average during the snow season ended March 31, 2025 when compared to the average over the last 10 years and was the seventh snow season in a row below this average. Snowfall was 32.9% below average during the snow season ended March 31, 2024 when compared to the average over the previous 10 years. Additionally, the timing and location of snowfall can have an impact on our financial results. Specifically, in the snow season ended March 31, 2024, low snowfall in our core markets led to lower volumes, and in the snow season ended March 31, 2023, major cities along the I-95 corridor on the East Coast did not see any measurable snowfall. We believe the below-average snowfall in the years ended December 31, 2025 and 2024 negatively impacted our business. In 2023 and 2024, we encountered chassis availability issues with certain of our OEM partners, which negatively impacted our business.

Previous wording

Year Ended December 31, 2024*** Compared to Year Ended December 31, 2023***

Current wording

Year EndedDecember 31, 2025*** Compared to Year Ended***December 31, 2024

Previous wording

Net Sales. Net sales were $568.5 million for the year ended December 31, 2024 compared to $568.2 million in 2023, an increase of $0.3 million, or 0.1%. Net sales increased for the year ended December 31, 2024 primarily due to higher volumes at Work Truck Solutions, somewhat offset by low snowfall in our core markets leading to lower volumes at Work Truck Attachments in 2024. See below for a discussion of net sales for each of our segments.

Current wording

Net Sales. Net sales were $656.1 million for the year ended December 31, 2025 compared to $568.5 million in 2024, an increase of $87.6 million, or 15.4%. Net sales increased for the year ended December 31, 2025 primarily due to higher volumes at Work Truck Solutions, as well as higher volumes at Work Truck Attachments related to strong snowfall in the fourth quarter of 2025. See below for a discussion of net sales for each of our segments.

Previous wording

Net sales at our Work Truck Attachment segment were $256.0 million for the year ended December 31, 2024 compared to $291.7 million in the year ended December 31, 2023, a decrease of $35.7 million primarily due to low snowfall in our core markets, as well as the impact of multiple years of below average snowfall, leading to lower volumes in 2024. The most recent snow season ended March 2024 was approximately 32.9% below the 10-year average.

Current wording

Net sales at our Work Truck Attachment segment were $295.7 million for the year ended December 31, 2025 compared to $256.0 million in the year ended December 31, 2024, an increase of $39.7 million primarily due to improved snowfall in our core markets leading to higher volumes in 2025, and price increase realization. In 2024, the impact of multiple years of below average snowfall led to lower volumes that year. The full snow season ended March 2025 was approximately 6.8% below the 10-year average, while the snow season ended March 2024 was approximately 39% below the 10-year average.

Previous wording

Net sales at our Work Truck Solutions segment were $312.5 million for the year ended December 31, 2024 compared to $276.5 million in the year ended December 31, 2023, an increase of $36.0 million due primarily as a result of higher volumes on improved throughput, price increase realization, as well as higher sales of Company-purchased chassis.

Current wording

Net sales at our Work Truck Solutions segment were $360.3 million for the year ended December 31, 2025 compared to $312.5 million in the year ended December 31, 2024, an increase of $47.8 million due primarily as a result of higher municipal volumes, improved throughput, price increase realization, as well as higher sales of Company-purchased chassis.

Previous wording

Cost of Sales. Cost of sales was $421.7 million for the year ended December 31, 2024 compared to $433.9 million in 2023, a decrease of $12.2 million, or 2.8%. The decrease in cost of sales for the year ended December 31, 2024 compared to the prior year was driven by the lower volumes at Work Truck Attachments. Cost of sales as a percentage of net sales decreased from 76.4% for the year ended December 31, 2023 to 74.2% for the year ended December 31, 2024. The decrease in cost of sales as a percentage of sales in the year ended December 31, 2024 when compared to the year ended December 31, 2023 was primarily due to lower spending in conjunction with our 2024 Cost Savings Program, as well as improved throughput at Work Truck Solutions.

Current wording

Cost of Sales. Cost of sales was $481.4 million for the year ended December 31, 2025 compared to $421.7 million in 2024, an increase of $59.7 million, or 14.2%. The increase in cost of sales for the year ended December 31, 2025 compared to the prior year was driven by the higher volumes. Cost of sales as a percentage of net sales decreased from 74.2% for the year ended December 31, 2024 to 73.4% for the year ended December 31, 2025. The decrease in cost of sales as a percentage of sales in the year ended December 31, 2025 when compared to the year ended December 31, 2024 was primarily due to improved throughput at Work Truck Solutions.

Previous wording

Gross Profit. Gross profit was $146.8 million for the year ended December 31, 2024 compared to $134.3 million in 2023, an increase of $12.5 million, or 9.3%, due to the increase in net sales described above under “—Net Sales.” As a percentage of net sales, gross profit increased from 23.6% for the year ended December 31, 2023 to 25.8% for the corresponding period in 2024, as a result of the factors discussed above under “—Cost of Sales.”

Current wording

Gross Profit. Gross profit was $174.7 million for the year ended December 31, 2025 compared to $146.8 million in 2024, an increase of $27.9 million, or 19.0%, due to the increase in net sales described above under “—Net Sales.” As a percentage of net sales, gross profit increased from 25.8% for the year ended December 31, 2024 to 26.6% for the corresponding period in 2025, as a result of the factors discussed above under “—Cost of Sales.”

Previous wording

Selling, General and Administrative Expense. Selling, general and administrative expenses, including intangible asset amortization, were $99.2 million for the year ended December 31, 2024 compared to $89.4 million for the year ended December 31, 2023, an increase of $9.8 million, or 11.0%. The increase compared to the year ended December 31, 2023 was due to $5.2 million in transaction costs related to the sale leaseback transaction, higher stock based compensation of $3.9 million and incentive-based compensation of $1.8 million resulting from the increase in operating performance, $1.4 million in CEO transition costs, an increase in employee benefits costs of $1.0 million, and an increase in 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. The increase was somewhat offset by lower intangibles amortization of $3.0 million related to an asset becoming fully amortized when compared to the prior year, lower advertising expenses of $0.8 million, as well as other cost savings related to our 2024 Cost Savings Program. As a percentage of net sales, selling, general and administrative expenses, including intangibles amortization, increased from 15.7% for the year ended December 31, 2023 to 17.4% for the corresponding period in 2024.

Current wording

Selling, General and Administrative Expense. Selling, general and administrative expenses, including intangible asset amortization, were $101.1 million for the year ended December 31, 2025 compared to $99.2 million for the year ended December 31, 2024, an increase of $1.9 million, or 1.9%. The increase compared to the year ended December 31, 2024 was due to higher incentive-based compensation of $6.5 million and higher stock based compensation of $1.9 million resulting from the increase in operating performance, as well as higher acquisition-related expenses of $1.4 million related to the Venco Venturo acquisition. The increase was somewhat offset by a decrease of $5.2 million in transaction costs related to the sale leaseback transaction in 2024, a decrease of $1.4 million in CEO transition costs, and a decrease in 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. As a percentage of net sales, selling, general and administrative expenses, including intangibles amortization, decreased from 17.4% for the year ended December 31, 2024 to 15.4% for the corresponding period in 2025.

Previous wording

*Impairment Charges.*Impairment charges were $1.2 million in the year ended December 31, 2024 compared to $0.0 million 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.

Current wording

*Impairment Charges.*Impairment charges were $0.0 in the year ended December 31, 2025 compared to $1.2 million 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.

Previous wording

*Gain on Sale Leaseback Transaction.*Gain on sale leaseback transaction was $42.3 million in the year ended December 31, 2024 compared to $0.0 million in the prior year, see Note 6 to the Consolidated Financial Statements for additional information on the sale leaseback transaction.

Current wording

*Gain on Sale Leaseback Transaction.*Gain on sale leaseback transaction was $42.3 million in the year ended December 31, 2024 compared to none in the current year, see Note 6 to the Consolidated Financial Statements for additional information on the sale leaseback transaction.

Previous wording

Interest Expense. Interest expense was $15.3 million for the year ended December 31, 2024 compared to $15.7 million in the corresponding period in 2023. The decrease in interest expense for the year ended December 31, 2024 was primarily due to lower interest on our revolver of $0.9 million due to having lower revolver borrowings compared to the prior year. In addition, the decrease was due to lower interest on our term loan of $0.5 million related to lower interest rates, as well as lower debt as a result of a $42.0 million prepayment made in September 2024. See Note 8 to the Consolidated Financial Statements for additional information. The decrease in interest expense was somewhat offset by an increase in interest on our floor plan agreement, see Note 5 to the Consolidated Financial Statements for additional information regarding the floor plan agreement.

Current wording

Interest Expense. Interest expense was $12.1 million for the year ended December 31, 2025 compared to $15.3 million in the corresponding period in 2024. The decrease in interest expense for the year ended December 31, 2025 was primarily due to lower interest on our term loan of $2.3 million and lower interest on our revolver of $2.0 million, somewhat offset by higher floor plan interest of $1.4 million. See Note 4 to the Consolidated Financial Statements for additional information regarding the floor plan agreement.

Previous wording

Income Tax Expense. Our effective combined federal and state tax rate for 2024 was 24.0% compared to 18.9% for 2023. The effective tax rate for the year ended December 31, 2023 was impacted by a tax benefit related to the purchase of investment tax credits included in the annual effective tax rate. In addition, the rate was lower in 2023 related to higher credits that favorably impacted the rate.

Current wording

Income Tax Expense. Our effective combined federal and state tax rate for 2025 was 23.8% compared to 24.0% for 2024. The effective tax rate for the year ended December 31, 2025 was favorably impacted by the release of certain valuation allowances, as well as lower reserves for uncertain tax positions.

Previous wording

Net Income. Net income for the year ended December 31, 2024 was $56.2 million compared to net income of $23.7 million for 2023, an increase of $32.5 million. This increase was driven by the factors described above.

Current wording

Net Income. Net income for the year ended December 31, 2025 was $46.9 million compared to net income of $56.2 million for 2024, a decrease of $9.3 million. This decrease was driven by the factors described above.

Previous wording

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. We only record sales for the amount of the upfit, excluding the truck chassis. Generally, we obtain the truck chassis from the truck chassis manufacturer through either our floor plan agreement with a financial institution or bailment pool agreement with the truck chassis manufacturer. Additionally, in some instances we upfit chassis which are owned by the end customer. For truck chassis acquired through the floor plan agreement, we hold title to the vehicle from the time the chassis is received by us until the completion of the up-fit. Under the bailment pool agreement, we do not take title to the truck chassis, but rather only hold the truck chassis on consignment. We pay interest on both of these arrangements. We record revenue in the same manner net of the value of the truck chassis in both our floor plan and bailment pool agreements. We do not set the price for the truck chassis, are not responsible for the billing of the chassis and do 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.

Current wording

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. When customers are billed separately for the truck chassis by the chassis manufacturer, we only record sales for the amount of the upfit, excluding the truck chassis. Generally, we obtain the truck chassis from the truck chassis manufacturer through either our floor plan agreement with a financial institution or bailment pool agreement with the truck chassis manufacturer. Additionally, in some instances we upfit chassis which are owned by the end customer. For truck chassis acquired through the floor plan agreement, we hold title to the vehicle from the time the chassis is received by us until the completion of the up-fit. Under the bailment pool agreement, we do not take title to the truck chassis, but rather only hold the truck chassis on consignment. We pay interest on both of these arrangements. We record revenue in the same manner net of the value of the truck chassis in both our floor plan and bailment pool agreements. We do not set the price for the truck chassis, are not responsible for the billing of the chassis and do 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.

Previous wording

Revenues from the sales of the Work Truck Solutions products are recognized net of the truck chassis with the selling price to the customer recorded as sales and the manufacturing and up-fit cost of the product recorded as cost of sales. In these cases, we act as an agent as we do not have inventory or pricing control over the truck chassis. Within the Work Truck Solutions segment, we also sell certain third-party products for which we act 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.

Current wording

Revenues from the sales of the Work Truck Solutions products are recognized net of the truck chassis in cases where customers are billed separately for the truck chassis by the chassis manufacturer, with the selling price to the customer recorded as sales and the manufacturing and up-fit cost of the product recorded as cost of sales. In these cases, we act as an agent as we do not have inventory or pricing control over the truck chassis. Within the Work Truck Solutions segment, we also sell certain third-party products for which we act 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.

Previous wording

We perform an annual impairment test for our indefinite lived intangible assets, and more frequently if an event or circumstances indicate that an impairment loss has been incurred. We carry tradenames associated with our reporting units. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of impairment is determined by the amount the carrying value of the intangible asset exceeds its fair value. If the fair value of the tradename is greater than the carrying amount, there is no impairment. If the carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. Annual impairment tests conducted by us on December 31, 2024, 2023 and 2022 resulted in no adjustment to the carrying value of our indefinite lived intangible assets.

Current wording

We perform an annual impairment test for our indefinite lived intangible assets, and more frequently if an event or circumstances indicate that an impairment loss has been incurred. We carry tradenames associated with certain brands within each of our reporting units. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of impairment is determined by the amount the carrying value of the intangible asset exceeds its fair value. If the fair value of the tradename is greater than the carrying amount, there is no impairment. If the carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. Annual impairment tests conducted by us on October 1, 2025, December 31, 2024 and December 31, 2023 resulted in no adjustment to the carrying value of our indefinite lived intangible assets.

Previous wording

At December 31, 2024, our Dejana reporting unit had a tradename of $14.0 million and an estimated fair value of $17.6 million. If we are unable to attain the financial projections used in calculating the fair value, or if there are significant market conditions impacting the market approach, including the factors noted above, our Dejana tradename could be at risk of impairment. If we experience delays by our supplier and OEM partners in the production and delivery of chassis for a prolonged period of time, which could negatively affect our financial results, the Dejana tradename may be impaired. The discount rate and royalty rate used in the calculation of the fair value are sensitive and based on our assumptions, and changes to those assumptions could cause the Dejana tradename to be at risk of impairment. There were no indicators of impairment subsequent to the December 31, 2024 impairment test.

Current wording

At October 1, 2025, our Dejana reporting unit had a tradename of $14.0 million and an estimated fair value of $18.7 million. If we are unable to attain the financial projections used in calculating the fair value, or if there are significant market conditions impacting the market approach, including the factors noted above, our Dejana tradename could be at risk of impairment. If we experience delays by our supplier and OEM partners in the production and delivery of chassis for a prolonged period of time, which could negatively affect our financial results, the Dejana tradename may be impaired. The discount rate and royalty rate used in the calculation of the fair value are sensitive and based on our assumptions, and changes to those assumptions could cause the Dejana tradename to be at risk of impairment. There were no indicators of impairment subsequent to the October 1, 2025 impairment test.

Previous wording

We perform an annual impairment test for goodwill and more frequently if an event or circumstances indicate that an impairment loss has been incurred. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of goodwill impairment is determined by the amount the carrying value of the reporting unit exceeds its fair value. We have determined we have three reporting units, and all significant decisions are made on a company-wide basis by our chief operating decision maker. The fair value of the reporting unit is estimated by using an income and market approach. The estimated fair value is compared with our aggregate carrying value. If our fair value is greater than the carrying amount, there is no impairment. If our carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. Annual impairment tests conducted by us on December 31, 2024 and 2023 resulted in no adjustment to the carrying value of our goodwill.

Current wording

We perform an annual impairment test for goodwill and more frequently if an event or circumstances indicate that an impairment loss has been incurred. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of goodwill impairment is determined by the amount the carrying value of the reporting unit exceeds its fair value. We have determined we have four reporting units, and all significant decisions are made on a company-wide basis by our chief operating decision maker. The fair value of the reporting unit is estimated by using an income and market approach. The estimated fair value is compared with our aggregate carrying value. If our fair value is greater than the carrying amount, there is no impairment. If our carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. In 2025, management changed the date of its annual goodwill impairment testing from December 31 to October 1, which is considered a change in accounting principle. As the testing dates fall within the same quarter, goodwill is not at significant risk of impairment, and the change in date is not anticipated to have a material impact on the impairment testing results, management concluded that the change in impairment testing date is preferrable. Annual impairment tests conducted by us on October 1, 2025 and December 31, 2024 resulted in no adjustment to the carrying value of our goodwill.

Previous wording

The Work Truck Attachments segment consists of one reporting unit: Commercial Snow & Ice. The impairment tests performed as of December 31, 2023 and December 31, 2024 indicated no impairment for the Commercial Snow & Ice reporting unit. The Work Truck Solutions consists of two reporting units: Municipal and Dejana. Each of the Municipal and Dejana reporting units had $0 in goodwill at December 31, 2023 and December 31, 2024.

Current wording

The Work Truck Attachments segment consists of two reporting units: Commercial Snow & Ice and Venco Venturo. The impairment tests performed as of October 1, 2025 and December 31, 2024 indicated no impairment for the Commercial Snow & Ice reporting unit. The goodwill related to the Venco Venturo reporting unit was established in November 2025 as part of the acquisition of Venco Venturo. Due to the timing of the acquisition, no impairment testing was performed on Venco Venturo goodwill. The Work Truck Solutions consists of two reporting units: Municipal and Dejana. Each of the Municipal and Dejana reporting units had $0 in goodwill at October 1, 2025 and December 31, 2024.

Previous wording

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.”

Current wording

Our primary uses of cash are to provide working capital, meet debt service requirements, finance capital expenditures and investments in the business, pay dividends under our dividend policy, repurchase shares of our common stock, 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.”

Previous wording

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. 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 our discretion. We made $0.0 million in share repurchases during the year ended December 31, 2024. We made $0.0 million in share repurchases during the year ended December 31, 2023.

Current wording

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. 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 our discretion. We made $6.0 million in share repurchases during the year ended December 31, 2025. We made no share repurchases during the year ended December 31, 2024.

Previous wording

As of December 31, 2024, we had liquidity comprised of approximately $5.1 million in cash and cash equivalents and borrowing availability of approximately $149.5 million under our revolving credit facility. We have taken various steps to preserve liquidity, including reducing discretionary spending and deferring payments where appropriate within existing contractual terms, while remaining committed to long-term growth projects. In January 2024, we implemented the 2024 Cost Savings Program, which is primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions. In addition, as discussed in Note 6 and Note 8 to the 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. In consideration of the macroeconomic factors facing the Company and the various actions we have taken to preserve our liquidity, we expect that cash on hand, cash generated from operations, as well as available credit under our senior credit facilities will provide adequate funds for the purposes described above for both 12 months from the date of this report, as well as beyond 12 months from the date of this report.

Current wording

As of December 31, 2025, we had liquidity comprised of approximately $8.3 million in cash and cash equivalents and borrowing availability of approximately $119.5 million under our revolving credit facility. We have taken various steps to preserve liquidity, including reducing discretionary spending and deferring payments where appropriate within existing contractual terms, while remaining committed to long-term growth projects. In January 2024, we implemented the 2024 Cost Savings Program, which was primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions in 2024. In addition, as discussed in Note 6 and Note 8 to the 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. In consideration of the ongoing macroeconomic factors facing the Company and the various actions we have taken to preserve our liquidity, we expect that cash on hand, cash generated from operations, as well as available credit under our senior credit facilities will provide adequate funds for the purposes described above for both 12 months from the date of this report, as well as beyond 12 months from the date of this report.

Previous wording

The Credit Agreement provides for a senior secured term loan to the Term Loan Borrower in the amount of $225.0 million and a senior secured revolving credit facility available to the Revolving Loan Borrowers in the amount of $100.0 million, of which $10.0 million will be available in the form of letters of credit and $15.0 million will be available for the issuance of short-term swingline loans. The Credit Agreement also allows the Revolving Loan Borrowers to request increases to the revolving commitments and/or incremental term loans in an aggregate amount not in excess of $175.0 million (the “Revolving Commitment Increase Option”), subject to specified terms and conditions. The final maturity date of the Credit Agreement is June 9, 2026.

Current wording

On March 26, 2025, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement"), which amended and restated the Credit Agreement dated June 9, 2021 (as amended by Amendment No. 1, dated as of January 5, 2023, Amendment No. 2, dated as of July 11, 2023, and Amendment No. 3, dated as of January 29, 2024, the “Original Credit Agreement"). The Credit Agreement provides for a senior secured term loan to the Term Loan Borrower in the amount of $150.0 million and a senior secured revolving credit facility available to the Revolving Loan Borrowers in the amount of $125.0 million, of which $10.0 million is available in the form of letters of credit and $15.0 million is available for the issuance of short-term swingline loans. The Credit Agreement also allows the Borrowers to request increases to the revolving commitments and/or incremental term loans in an aggregate amount not in excess of $175.0 million, subject to specified terms and conditions. The final maturity date of the Credit Agreement is March 26, 2030. The Company applied the proceeds of the senior secured term loan facility under the Credit Agreement to refinance its existing senior secured term loan and revolving credit facilities under the Original Credit Agreement and for the payment of transaction consideration and expenses in connection with the Credit Agreement. The Company is required to pay a fee for unused amounts under the senior secured revolving facility in an amount ranging from 0.150% to 0.300% of the average daily unused portion of the senior secured revolving credit facility, depending on the Company's Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement provides that the senior secured term loan facility will bear interest at (i) the Term 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 provides that the Company have the option to select whether the senior secured revolving credit facility borrowings will bear interest at either (i)(a) the Term SOFR Rate for the applicable interest period plus (b) a margin ranging from 1.375% to 2.000%, depending on the Company's s Leverage Ratio, or (ii) a margin ranging from 0.375% to 1.000% per annum, depending on the Company's Leverage Ratio, plus the greatest of (which if the following would be less than 1.00%, such rate shall be deemed to be 1.00%) (a) the Prime Rate (as defined in the Credit Agreement) in effect on such day, (b) the NYFRB Rate (as defined in the Credit Agreement) plus 0.50% and (c) the Term SOFR Rate for a one month interest period plus 1%. If the Term SOFR Rate for the applicable interest period is less than zero, such rate shall be deemed to be zero for purposes of calculating the foregoing interest rates in the Credit Agreement. The Credit Agreement permits the Company to take out loans of up to $1.0 million against its corporate-owned life insurance policies…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We had cash and cash equivalents of $5.1 million at December 31, 2024 compared to cash and cash equivalents of $24.2 million at December 31, 2023. The table below sets forth a summary of the significant sources and uses of cash for the periods presented.

Current wording

We had cash and cash equivalents of $8.3 million at December 31, 2025 compared to cash and cash equivalents of $5.1 million at December 31, 2024. The table below sets forth a summary of the significant sources and uses of cash for the periods presented.

Previous wording

Net cash provided by operating activities increased $28.7 million from the year ended December 31, 2023 to the year ended December 31, 2024. The increase in cash provided by operating activities was due to $45.3 million in favorable working capital changes and changes in operating assets and liabilities in the year ended December 31, 2024, somewhat offset by a $16.6 million decrease in net income adjusted for reconciling items. The largest driver positively impacting working capital was a decrease in cash used in accounts payable related to the timing of supplier payments, as well as a decrease in income tax receivable, an increase in accrued wages, benefits and incentives, and a decrease in cash used for inventory related reduced inventory levels in 2024.

Current wording

Net cash provided by operating activities increased $33.6 million from the year ended December 31, 2024 to the year ended December 31, 2025. The increase in cash provided by operating activities was due to a $45.3 million increase in net income adjusted for reconciling items, somewhat offset by $11.7 million in unfavorable working capital changes and changes in operating assets and liabilities in the year ended December 31, 2025. The largest drivers negatively impacting working capital were an increase in cash used for inventory related to higher chassis inventory levels in 2025, as well as an increase in cash used related to contractually required improvements on the properties under the sale leaseback transaction.

Previous wording

Net cash provided by investing activities increased $67.3 million for the year ended December 31, 2024, compared to the corresponding period in 2023 due to gross proceeds on the sale leaseback transaction of $64.2 million, as well as a decrease in capital expenditures.

Current wording

Net cash used in investing activities increased $94.3 million for the year ended December 31, 2025, compared to the corresponding period in 2024 due to gross proceeds on the sale leaseback transaction of $64.2 million in 2024, the acquisition of Venco Venturo for $26.3 million in 2025, as well as an increase in capital expenditures.

Previous wording

Net cash used in financing activities increased $118.5 million for the year ended December 31, 2024 as compared to the corresponding period in 2023. The increase in cash used was primarily due to having $0.0 million in revolver borrowings outstanding at December 31, 2024, compared to $47.0 million outstanding at December 31, 2023. See Note 8 to the Consolidated Financial Statements for additional information. In addition, the increase in cash used in financing activities is related to a $42.0 million voluntary pre-payment of debt amortization principal payments in 2024 using a portion of the proceeds from the sale leaseback transaction, in comparison to a $10.0 million repayment of long-term debt related to a voluntary pre-payment of debt amortization principal payments in 2023, see Note 8 to the Consolidated Financial Statements for additional information.

Current wording

Net cash used in financing activities decreased $82.9 million for the year ended December 31, 2025 as compared to the corresponding period in 2024. The decrease in cash used was primarily due to having $5.0 million in revolver borrowings outstanding at December 31, 2025, compared to no outstanding borrowings at December 31, 2024 and $47.0 million outstanding at December 31, 2023. See Note 8 to the Consolidated Financial Statements for additional information. This increase in cash provided was somewhat offset by there being $6.0 million in share repurchases in the year ended December 31, 2025, with no repurchases in the corresponding period in the prior year. In addition, the decrease in cash used by financing activities is related to a $42.0 million voluntary pre-payment of debt amortization principal payments in September 2024 using a portion of the proceeds from the sale leaseback transaction.

Previous wording

Net cash provided by operating activities was $41.1 million in the year ended December 31, 2024 as compared to $12.5 million in the year ended December 31, 2023. Free cash flow (as defined below) for the year ended December 31, 2024 was $33.3 million compared to $1.9 million in 2023, an increase in free cash flow of $31.4 million, or 1652.6%. The increase in free cash flow is primarily a result of an increase in cash provided by operating activities of $28.7 million and a decrease in capital expenditures of $2.7 million, as discussed above under “Liquidity and Capital Resources.” Free cash flow for the year ended December 31, 2023 was $1.9 million compared to $28.0 million in 2022, a decrease in free cash flow of $26.1 million, or 93.2%. The decrease in free cash flow is primarily a result of a decrease in cash provided by operating activities of $27.6 million and a decrease in capital expenditures of $1.5 million

Current wording

Net cash provided by operating activities was $74.7 million in the year ended December 31, 2025 as compared to $41.1 million in the year ended December 31, 2024. Free cash flow (as defined below) for the year ended December 31, 2025 was $63.6 million compared to $33.3 million in 2024, an increase in free cash flow of $30.3 million, or 91.0%. The increase in free cash flow is primarily a result of an increase in cash provided by operating activities of $33.6 million, somewhat offset by an increase in capital expenditures of $3.3 million, as discussed above under “Liquidity and Capital Resources.” Free cash flow for the year ended December 31, 2024 was $33.3 million compared to $1.9 million in 2023, an increase in free cash flow of $31.4 million, or 1652.6%. The increase in free cash flow was primarily a result of an increase in cash provided by operating activities of $28.7 million and a decrease in capital expenditures of $2.7 million.

Previous wording

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, stock based compensation, severance, restructuring charges, loss on disposal of fixed assets related to facility relocations, certain non-cash purchase accounting expenses, impairment charges, CEO transition costs, insurance proceeds, gain on sale leaseback transaction and related costs, expenses related to debt modifications, loss on extinguishment of debt, and in 2020 through 2022, incremental costs related to the COVID-19 pandemic. Such COVID-19 related costs included increased expenses directly related to the pandemic, and did not include either production related overhead inefficiencies or lost or deferred sales. We believe these costs were out of the ordinary, unrelated to our business and not representative of our results. 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.

Current wording

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, stock based compensation, severance, restructuring charges, loss on disposal of fixed assets related to facility relocations, write downs of property, plant and equipment, impairment charges, CEO transition costs, insurance proceeds, gain on sale leaseback transaction and related costs, expenses related to debt modifications, loss on extinguishment of debt, acquisition-related expenses, amortization of inventory step-up related to the Venco Venturo acquisition, and in 2021 and 2022, incremental costs related to the COVID-19 pandemic. Such COVID-19 related costs included increased expenses directly related to the pandemic, and did not include either production related overhead inefficiencies or lost or deferred sales. We believe these costs were out of the ordinary, unrelated to our business and not representative of our results. 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.

Previous wording

Adjusted EBITDA for the year ended December 31, 2024 was $79.3 million compared to $68.1 million in 2023, an increase of $11.2 million, or 16.4%. Adjusted EBITDA for the year ended December 31, 2023 was $68.1 million compared to $86.8 million in 2022, a decrease of $18.7 million, or 21.5%. In addition to the specific changes resulting from the adjustments, the changes to Adjusted EBITDA for the periods discussed resulted from factors discussed above under “—Results of Operations.”

Current wording

Adjusted EBITDA for the year ended December 31, 2025 was $97.9 million compared to $79.3 million in 2024, an increase of $18.6 million, or 23.5%. Adjusted EBITDA for the year ended December 31, 2024 was $79.3 million compared to $68.1 million in 2023, an increase of $11.2 million, or 16.4%. In addition to the specific changes resulting from the adjustments, the changes to Adjusted EBITDA for the periods discussed resulted from factors discussed above under “—Results of Operations.”

Previous wording

The following table presents a reconciliation of net income (loss), the most comparable GAAP financial measure, to Adjusted EBITDA, for each of the periods indicated.

Current wording

The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA, for each of the periods indicated.

Previous wording

Adjusted EBITDA at our Work Truck Attachment segment was $48.5 million for the year ended December 31, 2024 compared to $50.6 million in the year ended December 31, 2023, a decrease of $2.1 million primarily due to low snowfall in our core markets, as well as the impact of multiple years of below average snowfall, leading to lower volumes in 2024. The most recent snow season ended March 2024 was approximately 32.9% below the 10-year average.

Current wording

Adjusted EBITDA at our Work Truck Attachment segment was $56.2 million for the year ended December 31, 2025 compared to $48.5 million in the year ended December 31, 2024, an increase of $7.7 million primarily due to improved snowfall in our core markets leading to higher volumes in 2025, and price increase realization. In 2024, the impact of multiple years of below average snowfall led to lower volumes that year. The full snow season ended March 2025 was approximately 6.8% below the 10-year average, while the snow season ended March 2024 was approximately 39% below the 10-year average.

Previous wording

Adjusted EBITDA at our Work Truck Solutions segment was $30.9 million for the year ended December 31, 2024 compared to $17.6 million in the year ended December 31, 2023, an increase of $13.3 million due to improved volumes and price increase realization, as well as improved efficiencies.

Current wording

Adjusted EBITDA at our Work Truck Solutions segment was $41.7 million for the year ended December 31, 2025 compared to $30.9 million in the year ended December 31, 2024, an increase of $10.8 million due to higher municipal volumes, improved throughput, price increase realization, higher sales of Company-purchased chassis, as well as improved efficiencies.

Previous wording

Adjusted Net Income and Adjusted Earnings 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, loss on disposal of fixed assets related to facility relocations, non-cash purchase accounting adjustments, certain charges related to unrelated legal fees and consulting fees, CEO transition costs, insurance proceeds, gain on sale leaseback transaction and related transaction costs, expenses related to debt modifications, loss on extinguishment of debt, incremental costs incurred in 2020 through 2022 related to the COVID-19 pandemic, and adjustments on derivatives not classified as hedges, net of their income tax impact. Such COVID-19 related costs included increased expenses directly related to the pandemic, and did not include either production related overhead inefficiencies or lost or deferred sales. We believe these costs were out of the ordinary, unrelated to our business and not representative of our results. 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 and Adjusted Earnings Per Share are useful in assessing our 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 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.

Current wording

Adjusted Net Income and Adjusted Earnings Per Share (calculated on a diluted basis) represents net income and earnings per share (as defined by GAAP), excluding the impact of unrelated legal and consulting fees, stock based compensation, severance, restructuring charges, loss on disposal of fixed assets related to facility relocations, write downs of property, plant and equipment, impairment charges, CEO transition costs, insurance proceeds, gain on sale leaseback transaction and related costs, expenses related to debt modifications, loss on extinguishment of debt, acquisition-related expenses, amortization of inventory step-up related to the Venco Venturo acquisition, incremental costs related to the COVID-19 pandemic in 2021 and 2022, and adjustments on derivatives not classified as hedges, net of their income tax impact. Such COVID-19 related costs included increased expenses directly related to the pandemic, and did not include either production related overhead inefficiencies or lost or deferred sales. We believe these costs were out of the ordinary, unrelated to our business and not representative of our results. 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 and Adjusted Earnings Per Share are useful in assessing our 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 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.

Previous wording

We are subject to certain contractual obligations, including long‑term debt and related interest. We have net unrecognized tax benefits of $1.5 million as of December 31, 2024. However, we cannot make a reasonably reliable estimate of the period of potential cash settlement of the underlying liabilities; therefore, we have not included unrecognized tax benefits in calculating the obligations set forth in the following table of significant contractual obligations as of December 31, 2024.

Current wording

We are subject to certain contractual obligations, including long‑term debt and related interest. We have net unrecognized tax benefits of $1.4 million as of December 31, 2025. However, we cannot make a reasonably reliable estimate of the period of potential cash settlement of the underlying liabilities; therefore, we have not included unrecognized tax benefits in calculating the obligations set forth in the following table of significant contractual obligations as of December 31, 2025.

Previous wording

We possess a favorable tax structure where annual tax‑deductible intangible and goodwill amortization expense may be utilized in the event we have sufficient taxable income to utilize such benefit. As we have previously acquired businesses possessing significant intangible assets and goodwill, we have created a favorable tax structure where income tax expense is greater than book amortization expense. We expect the deductibility of intangible assets and goodwill amortization expense to exceed book by approximately $5.7 million in the year ended December 31, 2025 if we have the taxable income to utilize such benefit.

Current wording

We possess a favorable tax structure where annual tax‑deductible intangible and goodwill amortization expense may be utilized in the event we have sufficient taxable income to utilize such benefit. As we have previously acquired businesses possessing significant intangible assets and goodwill, we have created a favorable tax structure where income tax expense is greater than book amortization expense. We expect the deductibility of intangible assets and goodwill amortization expense to exceed book by approximately $6.6 million in the year ended December 31, 2026 if we have the taxable income to utilize such benefit.