DOUGLAS DYNAMICS, INC (PLOW)

CIK: 0001287213. SIC: 3531 Construction Machinery & Equip. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Manufacturing > Industrial And Commercial Machinery And Computer Equipment > SIC 3531 Construction Machinery & Equip

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1287213. Latest filing source: 0001437749-26-005316.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001287213.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001287213.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001437749-26-014867.

Extracted from Part I Item 2 to the first post-MD&A boundary after HTML sanitization. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

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 the Company's 2025 Form 10-K (Commission File No. 001-34728) filed with the Securities and Exchange Commission on February 24, 2026.

 ​

The Company conducts business in two segments: Work Truck Attachments and Work Truck Solutions. See Note 15 to the Unaudited Condensed Consolidated Financial Statements for a description of and financial information regarding these segments.

 ​

 ​Interim Condensed Consolidated Financial Information

 ​

The accompanying Condensed Consolidated Balance Sheets as of March 31, 2026, the Condensed Consolidated Statements of Operations and Comprehensive Income and the Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025, and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, have been prepared by the Company and have not been audited.

2.

Revenue Recognition

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 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 most cases. In the case of a single order containing multiple upfits, the transaction price  may represent multiple performance obligations.

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 March 31, 2026

Work Truck Attachments

Work Truck Solutions

Total Revenue

Independent dealer

$

60,911

$

32,532

$

93,443

Government

-

24,106

24,106

Fleet

-

15,646

15,646

Other

-

4,602

4,602

Total revenue

$

60,911

$

76,886

$

137,797

Three Months Ended March 31, 2025

Work Truck Attachments

Work Truck Solutions

Total Revenue

Independent dealer

$

36,457

$

33,406

$

69,863

Government

-

27,324

27,324

Fleet

-

15,840

15,840

Other

-

2,040

2,040

Total revenue

$

36,457

$

78,610

$

115,067

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Revenue by timing of revenue recognition was as follows:

Three Months Ended March 31, 2026

Work Truck Attachments

Work Truck Solutions

Total Revenue

Point in time

$

60,911

$

51,542

$

112,453

Over time

-

25,344

25,344

Total revenue

$

60,911

$

76,886

$

137,797

Three Months Ended March 31, 2025

Work Truck Attachments

Work Truck Solutions

Total Revenue

Point in time

$

36,457

$

52,390

$

88,847

Over time

-

26,220

26,220

Total revenue

$

36,457

$

78,610

$

115,067

Contract Balances

 ​

The following table shows the changes in the Company’s contract liabilities during the three months ended March 31, 2026 and 2025, respectively:

 ​

Three Months Ended March 31, 2026

Balance at Beginning of Period

Additions

Deductions

Balance at End of Period

Contract liabilities

$

9,232

$

4,849

$

(5,780

)

$

8,301

Three Months Ended March 31, 2025

Balance at Beginning of Period

Additions

Deductions

Balance at End of Period

Contract liabilities

$

5,063

$

3,479

$

(2,868

)

$

5,674

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, 2026 or 2025. 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. Contract liabilities related to payments received in advance of performance under the contract are included in Accounts Payable on the Condensed Consolidated Balance Sheets.

 ​

The Company recognized revenue of $645 and $581 during the three months ended March 31, 2026 and 2025, respectively, which was included in contract liabilities at the beginning of each period. 

 ​

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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. 

 ​

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 three months ended March 31, 2026 and 2025:

 ​

Balance at December 31, 2025

Additions (reductions) charged to earnings

Writeoffs

Changes to reserve, net

Balance at March 31, 2026

Three Months Ended March 31, 2026

Work Truck Attachments

$

2,056

$

100

$

-

$

-

$

2,156

Work Truck Solutions

506

57

-

3

566

Total

$

2,562

$

157

$

-

$

3

$

2,722

 ​

Balance at December 31, 2024

Additions (reductions) charged to earnings

Writeoffs

Changes to reserve, net

Balance at March 31, 2025

Three Months Ended March 31, 2025

Work Truck Attachments

$

1,768

$

100

$

(8

)

$

(3

)

$

1,857

Work Truck Solutions

604

57

(2

)

18

677

Total

$

2,372

$

157

$

(10

)

$

15

$

2,534

 ​

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).

 ​

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

March 31,

December 31,

2026

2025

Assets:

Non-qualified benefit plan assets (a)

$

11,779

$

12,038

Interest rate swaps (b)

930

698

Steel hedging instrument (c)

-

50

Total Assets

$

12,709

$

12,786

Liabilities:

Long-term debt (d)

$

142,164

$

144,018

Total Liabilities

$

142,164

$

144,018

  ​

(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 input. The Company had outstanding loans of $305 and $427 against these Non-qualified benefit plan assets as of March 31, 2026 and December 31, 2025, 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 $439 and $491 at March 31, 2026 are included in Prepaid and other current assets and Other long-term assets, respectively. Interest rate swaps of $461 and $237 at December 31, 2025 are included in Prepaid and other current assets and Other long-term assets, respectively.

 ​

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(c)  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 $0 and $50 at  March 31, 2026 and December 31, 2025, respectively, were included in Prepaid and other current assets on the Condensed Consolidated Balance Sheets.

(d)  The fair value of the Company’s long-term debt, including current maturities, approximates its carrying value and is considered a Level 2 input. 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.

 ​

5.

Inventories

 ​

Inventories consist of the following: ​

 ​

March 31,

December 31,

2026

2025

Finished goods

$

91,627

$

57,836

Work-in-process

19,327

16,175

Truck chassis inventory

19,188

18,134

Raw material and supplies

55,633

57,511

$

185,775

$

149,656

 ​ ​

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 March 31, 2026 and December 31, 2025, the Company had $4,239 and $4,184, respectively, of floor plan chassis inventory and $4,239 and $4,184 of related floor plan financing obligation, respectively. 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.

 ​

6.

Property, plant and equipment

Property, plant and equipment are summarized as follows: ​

 ​

March 31,

December 31,

2026

2025

Land

$

162

$

162

Land improvements

245

140

Leasehold improvements

9,391

9,269

Buildings

2,958

2,958

Machinery and equipment

90,390

90,139

Furniture and fixtures

29,123

28,413

Mobile equipment and other

6,219

5,990

Construction-in-process

7,297

5,512

Total property, plant and equipment

145,785

142,583

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

Item 7.  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 for the years ended December 31, 2024 and 2025 should be read together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10‑K. For a discussion and analysis of the year ended December 31, 2024 compared to December 31, 2023, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10‑K, including information with respect to our plans and strategies for our business, includes forward‑looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Annual Report on Form 10‑K for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward‑looking statements contained in this Annual Report on Form 10‑K.

Results of Operations

Operating Segments

We conduct business in two segments: Work Truck Attachments and Work Truck Solutions. Under this reporting structure, our two reportable business segments are as follows: 

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.

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

See Note 16 to the Consolidated Financial Statements for information concerning individual segment performance for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.

Business Update

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. 

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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. 

On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Powers Act. It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously collected for such tariffs or the level of replacement tariffs the current U.S. Administration imposes through other means.

Overview

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.

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.

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Table of Contents

The following table sets forth, for the periods presented, the consolidated statements of income 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 income data for the years ended December 31, 2023, 2024 and 2025 have been derived from our audited consolidated financial statements. The information contained in the table below should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10‑K.

For the year ended December 31,

2023

2024

2025

(in thousands)

Net sales

$

568,178

$

568,504

$

656,053

Cost of sales

433,908

421,667

481,373

Gross profit

134,270

146,837

174,680

Selling, general, and administrative expense

78,841

91,682

94,891

Impairment charges

-

1,224

-

Gain on sale leaseback transaction

-

(42,298

)

-

Intangibles amortization

10,520

7,520

6,181

Income from operations

44,909

88,709

73,608

Interest expense, net

(15,675

)

(15,260

)

(12,114

)

Debt modification expense

-

-

(176

)

Loss on extinguishment of debt

-

-

(156

)

Other income, net

-

442

344

Income before taxes

29,234

73,891

61,506

Income tax expense

5,511

17,740

14,609

Net income

$

23,723

$

56,151

$

46,897

The following table sets forth, for the periods indicated, the percentage of certain items in our consolidated statement of income data, relative to net sales:

For the year ended December 31,

2023

2024

2025

Net sales

100.0

%

100.0

%

100.0

%

Cost of sales

76.4

%

74.2

%

73.4

%

Gross profit

23.6

%

25.8

%

26.6

%

Selling, general, and administrative expense

13.9

%

16.1

%

14.5

%

Impairment charges

0.0

%

0.2

%

0.0

%

Gain on sale leaseback transaction

0.0

%

(7.4

)%

0.0

%

Intangibles amortization

1.8

%

1.3

%

0.9

%

Income from operations

7.9

%

15.6

%

11.2

%

Interest expense, net

(2.8

)%

(2.7

)%

(1.8

)%

Debt modification expense

0.0

%

0.0

%

(0.0

)%

Loss on extinguishment of debt

0.0

%

0.0

%

(0.0

)%

Other income, net

0.0

%

0.1

%

(0.0

)%

Income before taxes

5.1

%

13.0

%

9.4

%

Income tax expense

0.9

%

3.1

%

2.3

%

Net income

4.2

%

9.9

%

7.1

%

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

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.

For the year ended December 31,

2023

2024

2025

Net sales

Work Truck Attachments

$

291,723

$

256,010

$

295,726

Work Truck Solutions

276,455

312,494

360,327

$

568,178

$

568,504

$

656,053

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. 

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. 

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.  

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.”

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.

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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. 

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. 

Debt Modification Expense. Debt modification expense was $0.2 million in the year ended December 31, 2025. The debt modification expense in 2025 related to fees incurred in conjunction with the Company’s March 26, 2025 refinancing of its term loan and revolving credit facilities.

Loss on Extinguishment of Debt. Loss on extinguishment of debt was $0.2 million in the year ended December 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. 

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. 

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. 

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 the deferred taxes is the difference between book and tax amortization of goodwill and other intangible amortization.

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.

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Discussion of Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. These estimates and assumptions are often based on judgments that we believe to be reasonable under the circumstances at the time made, but all such estimates and assumptions are inherently uncertain and unpredictable. Actual results may differ from those estimates and assumptions, and it is possible that other professionals, applying their own judgment to the same facts and circumstances, could develop and support alternative estimates and assumptions that would result in material changes to our operating results and financial condition. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances.

The most significant accounting estimates inherent in the preparation of our financial statements include estimates used in revenue recognition, the accounting for our sale leaseback transaction, and the impairment assessment of indefinite lived intangible assets and goodwill.

We believe the following are the critical accounting policies and estimates that affect our financial condition and results of operations.

Sale Leaseback Transaction

We assess sale leaseback arrangements to determine whether a sale has occurred under Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers (“ASC 606”), as well as assess whether the classification of the lease and/or the payment terms associated with the renewal options preclude sale accounting under ASC 842, Leases (“ASC 842”). These assessments involve a determination of whether or not control of the underlying property has been transferred to the buyer. If we determine control of the underlying property has been transferred to the buyer, we account for the arrangement as a sale and leaseback transaction. If we determine control of the underlying property has not been transferred to the buyer, we account for the arrangement as a financing transaction.

The determination of the fair values of the properties related to our sale-leaseback arrangement requires subjectivity and estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset. While determining fair value requires a variety of input assumptions and judgment, we believe our estimates of fair value are reasonable.

During the year ended December 31, 2024, we closed on a sale leaseback transaction with an unrelated third party. Under this transaction, we sold seven properties with a combined net book value of $21.9 million for gross proceeds of $64.2 million, which was reduced by transaction costs of $5.5 million for net cash proceeds of approximately $58.7 million. 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. We recognized a gain of $42.3 million on this transaction, which is included in Gain on sale leaseback transaction in the Consolidated Statements of Income. Right-of-use assets and lease liabilities recognized related to this sale leaseback transaction were $51.9 million and $51.9 million, respectively. 

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Revenue Recognition

Work Truck Attachments Segment Revenue Recognition

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

Work Truck Solutions Segment Revenue Recognition

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.

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. 

See Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10‑K for a more detailed description of our revenue recognition policies.

Indefinite Lived Intangible Assets

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.

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Our indefinite lived intangible assets could be impaired in future periods. A number of factors, many of which we have no ability to control, could affect our financial condition, operating results and business prospects and could cause actual results to differ from the estimates and assumptions we employed. These factors include:

●

a prolonged global economic crisis;

●

significant inflation or disruptions in the supply of chassis or component parts, as a result from tariffs, computer chip shortages, labor strikes or otherwise;

●

a decrease in the demand for our products;

●

the inability to develop new and enhanced products and services in a timely manner;

●

a significant adverse change in legal factors or in the business climate;

●

an adverse action or assessment by a regulator; and

●

successful efforts by our competitors to gain market share in our markets.

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.  

Goodwill

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.

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.

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.

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.”

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. 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.

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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.

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 as included in Non-qualified benefit plan assets on the Consolidated Balance Sheets. 

Cash Flow Analysis

Set forth below is summary cash flow information for each of the years ended December 31, 2023, 2024 and 2025.

Year ended December 31,

Cash Flows (in thousands)

2023

2024

2025

Net cash provided by operating activities

$

12,469

$

41,131

$

74,690

Net cash provided by (used in) investing activities

(10,521

)

56,792

(37,460

)

Net cash provided by (used in) financing activities

1,538

(116,960

)

(34,052

)

Increase (Decrease) in cash

$

3,486

$

(19,037

)

$

3,178

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Sources and Uses of Cash

During the three‑year periods described above, net cash provided by operating activities was used for funding capital investment, paying dividends, paying interest on our senior credit facilities, and funding working capital requirements during our pre‑season shipping period.

The following table shows our cash and cash equivalents and inventories at December 31, 2023, 2024 and 2025.

December 31,

2023

2024

2025

(in thousands)

Cash and cash equivalents

$

24,156

$

5,119

$

8,297

Accounts receivable, net

83,760

87,407

97,561

Inventories

140,390

137,034

149,656

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

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.

Year ended December 31,

Cash Flows (in thousands)

2024

2025

Change

Net cash provided by operating activities

$

41,131

$

74,690

$

33,559

81.6

%

Net cash provided by (used in) investing activities

56,792

(37,460

)

(94,252

)

166.0

%

Net cash used in financing activities

(116,960

)

(34,052

)

82,908

(70.9

%)

Increase (Decrease) in cash

$

(19,037

)

$

3,178

$

22,215

(116.7

%)

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.  

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.

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.

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Non‑GAAP Financial Measures

This Annual Report on Form 10‑K 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 and earnings 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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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.

Free cash flow is a non‑GAAP financial measure, which we define as net cash provided by 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 and cash flow provided by operations. We believe that free cash flow provides investors with a useful tool to evaluate our ability to generate additional cash flow from our business operations.

The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non‑GAAP measure.

For the year ended December 31,

2023

2024

2025

(in thousands)

Net cash provided by operating activities

$

12,469

$

41,131

$

74,690

Acquisition of property and equipment

(10,521

)

(7,810

)

(11,133

)

Free cash flow

$

1,948

$

33,321

$

63,557

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.

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, operating income, cash flow from 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;

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●

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.

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.”

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

For the year ended December 31,

2021

2022

2023

2024

2025

(in thousands)

Net income

$

30,691

$

38,609

$

23,723

$

56,151

$

46,897

Interest expense—net

11,839

11,253

15,675

15,260

12,114

Income tax expense (benefit)

3,897

8,752

5,511

17,740

14,609

Depreciation expense

9,634

10,418

11,142

10,370

9,178

Amortization

10,682

10,520

10,520

7,520

6,181

EBITDA

66,743

79,552

66,571

107,041

88,979

Stock based compensation

5,794

6,730

953

4,860

6,722

Restructuring and severance costs

-

-

-

1,997

-

Impairment charges (1)

1,211

-

-

1,224

-

Gain on sale leaseback transaction

-

-

-

(42,298

)

-

Sale leaseback transaction fees

-

-

-

5,257

-

Debt modification expense

-

-

-

-

176

Loss on extinguishment of debt

4,936

-

-

-

156

COVID-19 (2)

82

48

-

-

-

Other charges (3)

770

450

598

1,268

1,874

Adjusted EBITDA

$

79,536

$

86,780

$

68,122

$

79,349

$

97,907

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(1)

Reflects impairment charges taken on certain internally developed software in the year ended December 31, 2024. Reflects impairment charges on operating lease right of use assets in the year ended December 31, 2021. 

(2)

Reflects incremental costs incurred related to the COVID-19 pandemic for the periods presented. Such COVID-19 related costs include increased expenses directly related to the pandemic, and do not include either production related overhead inefficiencies or lost or deferred sales.

(3)

Reflects expenses and accrual reversals for one time, unrelated legal, severance, restructuring and consulting fees, acquisition costs, insurance proceeds, CEO transition costs, write downs of property, plant and equipment, and loss on disposal of fixed assets related to facility relocation for the periods presented. Reflects $20 in inventory step up related to Venco Venturo included in cost of sales in the year ended December 31, 2025. 

The following table presents Adjusted EBITDA by segment for the years ended December 31, 2024 and 2025.

For the year ended December 31,

2024

2025

Adjusted EBITDA

(in thousands)

Work Truck Attachments

$

48,455

$

56,209

Work Truck Solutions

30,894

41,698

$

79,349

$

97,907

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.

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.

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.

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For the year ended December 31,

2021

2022

2023

2024

2025

(in thousands, except share and per share amounts)

Net income (GAAP)

$

30,691

$

38,609

$

23,723

$

56,151

$

46,897

Adjustments:

- Stock based compensation

5,794

6,730

953

4,860

6,722

- Restructuring and severance costs

-

-

-

1,997

-

- Impairment charges (1)

1,211

-

-

1,224

-

- Gain on sale leaseback transaction

-

-

-

(42,298

)

-

- Sale leaseback transaction fees

-

-

-

5,257

-

- Debt modification expense

-

-

-

-

176

- Loss on extinguishment of debt

4,936

-

-

-

156

- COVID-19 (2)

82

48

-

-

-

- Adjustments on derivative not classified as hedge (3)

(1,192

)

(688

)

(688

)

(287

)

-

- Other charges (4)

770

450

598

1,268

1,874

Tax effect on adjustments

(2,900

)

(1,635

)

(216

)

6,995

(2,232

)

Adjusted net income (non-GAAP)

$

39,392

$

43,514

$

24,370

$

35,167

$

53,593

Weighted average common shares outstanding assuming dilution

22,964,732

22,916,824

22,962,591

23,509,976

23,620,906

Adjusted earnings per common share - dilutive (non-GAAP)

$

1.67

$

1.84

$

1.01

$

1.47

$

2.24

GAAP diluted earnings per share

$

1.29

$

1.63

$

0.98

$

2.36

$

1.96

Adjustments net of income taxes:

- Stock based compensation

0.20

0.21

0.03

0.16

0.21

- Restructuring and severance costs

-

-

-

0.06

-

- Impairment charges (1)

0.04

-

-

0.04

-

- Gain on sale leaseback transaction

-

-

-

(1.35

)

-

- Sale leaseback transaction fees

-

-

-

0.17

-

- Debt modification expense

-

-

-

-

0.01

- Loss on extinguishment of debt

0.16

-

-

-

0.01

- COVID-19 (2)

-

-

-

-

-

- Adjustments on derivative not classified as hedge (3)

(0.04

)

(0.02

)

(0.02

)

(0.01

)

-

- Other charges (4)

0.02

0.02

0.02

0.04

0.05

Adjusted earnings per common share - dilutive (non-GAAP)

$

1.67

$

1.84

$

1.01

$

1.47

$

2.24

(1)

Reflects impairment charges taken on certain internally developed software in the year ended December 31, 2024. Reflects impairment charges on operating lease right of use assets in the year ended December 31, 2021. 

(2)

Reflects incremental costs incurred related to the COVID-19 pandemic for the periods presented. Such COVID-19 related costs include increased expenses directly related to the pandemic, and do not include either production related overhead inefficiencies or lost or deferred sales.

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(3)

Reflects non-cash mark-to-market and amortization adjustments on an interest rate swap not classified as a hedge for the periods presented.

(4)

Reflects expenses and accrual reversals for one time, unrelated legal, severance, restructuring and consulting fees, acquisition costs, insurance proceeds, CEO transition costs, write downs of property, plant and equipment, and loss on disposal of fixed assets related to facility relocation for the periods presented. Reflects $20 in inventory step up related to Venco Venturo included in cost of sales in the year ended December 31, 2025. 

Future Obligations and Commitments

Contractual Obligations

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.

(Dollars in thousands)

Total

Less than 1 year

1 - 3 years

3 - 5 years

More than 5 years

Long-term debt (1)

$

144,018

$

7,416

$

17,644

$

118,958

$

-

Operating leases - third parties (2)

101,484

11,591

18,236

14,054

57,603

Interest on long-term debt (3)

29,874

7,828

14,388

7,658

-

Total contracted cash obligations

$

275,376

$

26,835

$

50,268

$

140,670

$

57,603

(1)

Long‑term debt obligation is presented net of discount of $0.4 million at December 31, 2025.

(2)

Relates to real estate and equipment operating leases with third parties, including seven operating leases for Work Truck Attachments manufacturing locations, seven operating leases for Henderson manufacturing and upfit and service center locations, and eleven operating leases for Dejana locations.

(3)

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

Senior Credit Facilities

See Note 8 to the Audited Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a description of our senior credit facilities and other debt.

Deductibility of Intangible and Goodwill Expense

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.

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Impact of Inflation

Inflation in materials, freight and labor, including as a result of tariffs, had a material impact on our profitability in 2024 and 2025, and we expect ongoing inflationary pressures may impact our profitability in 2026. While we anticipate being able to fully 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 2025 and in previous years, we experienced significant increases in steel costs, but were able or expect to be 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. See “Risk Factors— The price of steel, a commodity necessary to manufacture our products, is highly variable. If the price of steel increases, our gross margins could decline”.

Seasonality and Year‑To‑Year Variability

Our Work Truck Solutions segment has less seasonality and variability than our Commercial Snow & Ice reporting unit within our Work Truck Attachments segment, which is seasonal and also varies from year‑to‑year. Consequently, our Work Truck Attachments segment results of operations and financial condition vary from quarter‑to‑quarter and from year‑to‑year as well. In addition, because of this seasonality and variability, our Work Truck Attachments segment 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.

Sales of our snow and ice control 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 snow and ice control 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 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 snow and ice control equipment prior to the following winter. To a lesser extent, sales of our Work Truck Attachments snow and ice control 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 Work Truck Attachments segment’s 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 Work Truck Attachments 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 distributors a combination of pricing, payment and freight incentives during this period. These pre‑season sales incentives encourage our distributors to re‑stock their inventory 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. As a result, we tend to generate our greatest volume of sales (an average of over two‑thirds over the last ten years) during the second and third quarters, providing us with manufacturing visibility for the remainder of the year. By contrast, our revenue and operating results 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 vary from year‑to‑year as they are primarily driven by the level, timing and location of snowfall during the quarter. This is because typically most of our 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.

Our Work Truck Attachments segment revenue and operating results tend to be lowest during the first quarter, during which period we typically experience negative earnings as the snow season draws to a close. Our Work Truck Attachments segment first quarter revenue has varied from approximately $19.2 million to approximately $45.8 million between 2020 and 2025. During the last five‑year period, net income (loss) during the first quarter has varied from net income of approximately $1.5 million to a net loss of approximately $13.4 million, with an average net loss of $6.1 million.

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While our Work Truck Attachments monthly working capital has averaged approximately $54.0 million from 2023 to 2025, because of the seasonality of our sales, we experience seasonality in our working capital needs as well. In the first quarter we require capital as we are generally required to build our inventory in anticipation of our second and third quarter sales seasons. During the second and third quarters, our working capital requirements rise as our accounts receivable increase as a result of the sale and shipment of products ordered through our pre‑season sales program and we continue to build inventory. Working capital requirements peak towards the end of the third quarter (reaching an average peak of approximately $65.8 million over the prior three years) and then begin to decline through the fourth quarter through a reduction in accounts receivable (as it is in the fourth quarter that we receive a majority of the payments for previously 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. See “Business—Our Business Strategy—Aggressive Asset Management and Profit Focus.” 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. Management currently estimates that consolidated annual fixed overhead expenses generally range from approximately $75.0 million in low sales volume years to approximately $90.0 million in high sales volume years. Further, management currently estimates that consolidated annual selling, general and administrative expenses other than amortization generally approximate $105.0 million, but can be reduced to approximately $90.0 million to maximize cash flow in low sales volume years, and can increase to approximately $115.0 million to maintain customer service and responsiveness in high sales volume years.

Additionally, although modest, our annual capital expenditure requirements, which are normally budgeted around 2-3% of net sales, 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.