What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-22 · 240 added, 138 removed, 1065 unchanged (26% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures .

An evaluation was carried out, under the supervision and with the participation of the Company's management, including our President & Chief Executive Officer, Executive Vice President & Chief Financial Officer (Principal Financial Officer), and Vice President & Chief Accounting Officer (Principal Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon the evaluation, the President & Chief Executive Officer and Executive Vice President & Chief Financial Officer (Principal Financial Officer), and Vice President & Chief Accounting Officer (Principal Accounting Officer), concluded that the Company’s disclosure controls and procedures were effective at the end of the period covered by this report.

An evaluation was carried out, under the supervision and with the participation of the Company's management, including our President & Chief Executive Officer and Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon the evaluation, the President & Chief Executive Officer and Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) concluded that the Company’s disclosure controls and procedures were effective at the end of the period covered by this report.

Management’s Annual Report on Internal Control over Financial Reporting .

8 unchanged sentences

Directors, Executive Officers and Corporate Governance

There are incorporated in this Item 10, by reference, those portions of the Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders which appear therein under the captions “Proposal 1 - Election of Directors,” “Nominees for Election to the Board of Directors,” “Information Concerning Directors,” “Meetings and Committees of the Board,” “The Audit Committee,” and “The Nominating/Corporate Governance Committee." See also the information under the caption “Information About Our Executive Officers” in Part I of this Report.

There are incorporated in this Item 10, by reference, those portions of the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders which appear therein under the captions “Proposal 1 - Election of Directors,” “Nominees for Election to the Board of Directors,” “Information Concerning Directors,” and “Corporate Governance." See also the information under the caption “Information About Our Executive Officers” in Part I of this Report.

The Board of Directors has delegated certain responsibilities to three Committees of the Board.

28 unchanged sentences

2015 Incentive Stock Option Plan 69,052 $150.74 261,888

2015 Incentive Stock Option Plan 75,312 $129.19 273,558

2019 Equity Incentive Plan 93,768 $180.18 321,669

6 unchanged sentences

Principal Accountant Fees and Services

Our independent registered public accounting firm is KPMG LLP , San Antonio, TX , Auditor Firm ID:

Our independent registered public accounting firm is KPMG LLP , New Orleans, LA , Auditor Firm ID:

Information regarding principal accountant fees and services is set forth under the caption “Proposal 4 – Ratification of Appointment of Independent Auditors” in the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, and such information is incorporated by reference herein.

21 unchanged sentences

3.3 — By-Laws of Alamo Group Inc.

as amended Filed as Exhibit 3.1 to Form 8-K, December 12, 2022

as amended Filed as Exhibit 3.1 to Form 8-K, Octo ber 31 , 202 4

4.1 — Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Filed as Exhibit 4.1 to Form 10-K, February 28, 2020

24 unchanged sentences

*10.15 — Amendment to Executive Change in Control Agreement by and between Alamo Group Inc.

and Dan Malone Filed as Exhibit 10.

1 to Form 10- Q , Au gust 2 , 20 23

and Dan Malone Filed as Exhibit 10.1 to Form 10-Q, August 2, 2023

*10.16 — Amendment to Executive Change in Control Agreement by and between Alamo Group Inc.

1 unchanged sentence

*10.17 — Amendment to Executive Change in Control Agreement by and between Alamo Group Inc.

and Richard Wehrle Filed as Exhibit 10.

3 to Form 10- Q , August 2, 2023

and Richard Wehrle Filed as Exhibit 10.3 to Form 10-Q, August 2, 2023

19.0 — Insider Trading Tipping Policy Filed Herewith

21.1 — Subsidiaries of the Registrant Filed Herewith

2 unchanged sentences

Leonard under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

31.2 — Certification by Richard J.

Wehrle under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

31.3 — Certification by Ian M.

Eckert under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

31.2 — Certification by Agnieszka K.

Kamps under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

32.1 — Certification by Jeffery A.

Leonard under Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith

32.2 — Certification by Richard J.

Wehrle under Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith

32.3 — Certification by Ian M.

Eckert under Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith

97.0 — Recoupment Policy Filed Herewith

32.2 — Certification by Agnieszka K.

Kamps under Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith

97.0 — Recoupment Policy Filed as Exhibit 97.0 to Form 10 -K, February 22, 2 024

101.INS — XBRL Instance Document Filed Herewith

6 unchanged sentences

________________________________________________________________________________________________________________________

*Compensatory Plan

*Management Contract or Compensatory Plan or Arrangement

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the 22nd day of February 2024.

Signature Title

/s/ RODERICK R.

/s/ RICHARD W.

Independent Board Chair & Director

2 unchanged sentences

(Principal Executive Officer)

/s/ RICHARD J.

Executive Vice President & Chief Financial Officer (Principal Financial Officer)

Vice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer)

/s/ AGNIESZKA K.

Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ ROBERT P.

/s/RICHARD W.

/s/COLLEEN C.

Report of Management on Internal Control over Financial Reporting

9 unchanged sentences

President, Chief Executive Officer & Director (Principal Executive Officer)

/s/Richard J.

Executive Vice President & Chief Financial Officer (Principal Financial Officer)

Vice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer)

/s/Agnieszka K.

Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Alamo Group Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

and subsidiaries (the

Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive

income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December

31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in

the three-year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an

unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

responsibility is to express an opinion on these consolidated financial statements based on our audits.

a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test

basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as

well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current period audit of the

consolidated financial statements that was communicated or required to be communicated to the audit

committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as

a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the

critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of evidence over the existence of inventory

As discussed in Note 6 to the consolidated financial statements, the value of inventory was $377 million as of December 31, 2023.

To facilitate the global delivery of goods to customers, the Company operates across North America, South America, Europe and Australia.

Within these locations, the Company has 29 principal manufacturing plants located in six countries.

We identified the assessment of the sufficiency of evidence over the existence of inventory as a critical audit matter.

The geographical dispersion of inventory required especially subjective auditor judgment in determining the sufficiency of audit evidence obtained over the existence of inventory.

As discussed in Note 6 to the consolidated financial statements, the value of inventory was $343 million as

of December 31, 2024.

To facilitate the global delivery of goods to customers, the Company operates

across North America, South America, Europe and Australia.

Within these locations, the Company has 27

principal manufacturing plants located in six countries.

We identified the assessment of the sufficiency of evidence over the existence of inventory as a critical

audit matter.

The geographical dispersion of inventory required especially subjective auditor judgment in

determining the sufficiency of audit evidence obtained over the existence of inventory.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the existence of inventory including determining where we would perform procedures.

auditor judgment to determine the nature and extent of procedures to be performed over the existence of

inventory including determining where we would perform procedures.

We evaluated the design and tested

the operating effectiveness of certain internal controls over the Company’s inventory process at certain manufacturing plants.

This included controls related to the physical inspection of inventories at certain plants.

We performed independent test counts for a sample of items and compared them to the Company’s records to evaluate the inventory at those specific plants.

We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed.

the operating effectiveness of certain internal controls over the Company’s inventory process at certain

manufacturing plants.

This included controls related to the physical inspection of inventories at certain

We performed independent test counts for a sample of items and compared them to the Company’s

records to evaluate the inventory at those specific plants.

We evaluated the sufficiency of audit evidence

obtained by assessing the results of the procedures performed.

We have served as the Company’s auditor since 2009.

San Antonio, Texas

New Orleans, Louisiana

February 27, 2025

4 unchanged sentences

We have audited Alamo Group Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.

and subsidiaries' (the Company) internal control over financial reporting as

of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and

2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash

flows for each of the years in the three-year period ended December 31, 2024, and the related notes

(collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an

unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting

and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to

express an opinion on the Company’s internal control over financial reporting based on our audit.

public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether effective internal control over financial

reporting was maintained in all material respects.

Our audit of internal control over financial reporting included

obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on

the assessed risk.

Our audit also included performing such other procedures as we considered necessary in

the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

A company’s internal control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,

or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

San Antonio, Texas

New Orleans, Louisiana

February 27, 2025

152 unchanged sentences

Principal payments on long-term debt and capital leases ( 15,069 ) ( 14,948 ) ( 15,031 )

Contingent consideration payment after acquisition ( 4,402 ) — —

Dividends paid ( 12,442 ) ( 10,485 ) ( 8,549 )

31 unchanged sentences

Revenues and expenses are translated at average rates in effect during the reporting period.

Translation adjustments are included in Accumulated other comprehensive income (loss).

Translation adjustments are included in Accumulated other comprehensive loss.

Cash Equivalents

6 unchanged sentences

Inventories are stated at the lower of cost or net realizable value.

Cost is determined by the first-in, first-out (“FIFO”) method.

At all locations, the Company reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory.

Property, Plant and Equipment

45 unchanged sentences

The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so.

The effect of modifications to those assumptions is recorded in Accumulated other comprehensive income (loss) and amortized to net periodic cost over future periods using the corridor method.

The effect of modifications to those assumptions is recorded in Accumulated other comprehensive loss and amortized to net periodic cost over future periods using the corridor method.

The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

11 unchanged sentences

For contracts that include variable consideration, we estimate the factors that determine the variable consideration in order to establish the transaction price.

We have elected that any taxes collected from customers and remitted to government authorities (i.e., sales tax, use tax, etc.) are excluded from the measurement of the transaction price and therefore are excluded from net sales in the consolidated statements of operations.

There are instances where we provide shipping services in relation to the goods sold to our customers.

Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are included in cost of goods sold.

We have elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.

Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are included in cost of sales.

We have elected to account for shipping and handling

activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.

Rental Equipment

3 unchanged sentences

Shipping and Handling Costs

The Company’s policy is to include shipping and handling costs in costs of goods sold.

The Company’s policy is to include shipping and handling costs in cost of sales.

We charge advertising costs to expense as incurred.

35 unchanged sentences

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

Upon adoption this ASU will likely result in incremental disclosures as required.

We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

In December 2023, the FASB issued ASU No.

4 unchanged sentences

This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In November 2024, the FASB issued ASU No.

2024-03, Expense Disaggregation Disclosures (Subtopic 220-40).

The ASU requires disaggregated Income Statement Expenses.

The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is also permitted.

This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

Accounting Pronouncements Adopted for Year End 2024

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is

also permitted.

Upon adoption this ASU will result in incremental disclosures as required.

We have adopted the provision of this ASU for the year ending December 31, 2024.

BUSINESS COMBINATIONS

3 unchanged sentences

The primary reason for the Royal Truck acquisition was to acquire business operations in an adjacent market, highway safety and equipment, where the Company sees compelling future opportunities.

The acquisition price was approximately $ 28 million subject to post closing adjustments.

The Company has included the operating results of

Royal Truck in its consolidated financial statements since the date of acquisition, these results are considered immaterial.

The acquisition price was approximately $ 32 million.

The Company completed its review of the valuation of the purchase price allocation for Royal Truck during the first quarter of 2024.

The Company has included the operating results of Royal Truck in its consolidated financial statements since the date of acquisition, these results are considered immaterial.

EARNINGS PER SHARE

76 unchanged sentences

Translation adjustment ( 1,882 ) ( 1,147 ) ( 3,029 )

Goodwill acquired 9,492 — 9,492

Balance at December 31, 2021 $ 132,963 $ 69,443 $ 202,406

Translation adjustment ( 1,882 ) ( 1,147 ) ( 3,029 )

Goodwill adjustment ( 3,519 ) — ( 3,519 )

3 unchanged sentences

Balance at December 31, 2023 $ 128,899 $ 77,637 $ 206,536

Translation adjustment ( 2,170 ) ( 1,221 ) ( 3,391 )

Goodwill adjustment — ( 118 ) ( 118 )

Balance at December 31, 2024 $ 126,729 $ 76,298 $ 203,027

INTANGIBLE ASSETS

73 unchanged sentences

There is a three-tier fair value hierarchy based upon the observability of inputs used in valuation techniques.

Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions.

Observable inputs (highest level) reflect market data obtained from independent sources, while

unobservable inputs (lowest level) reflect internally developed market assumptions.

In fair value, measurements are classified under the following hierarchy:

14 unchanged sentences

The Company has no recurring or nonrecurring valuations that fall under Level 3 of the fair value hierarchy as of December 31, 2024 and 2023.

Derivative Instruments and Hedging Activities

The Company records all derivatives in accordance with ASC 815, Derivatives and Hedging, which requires derivative instruments to be reported on the condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships.

The Company is exposed to market risk such as changes in foreign currencies and interest rates.

The Company does not hold or issue derivative financial instruments for trading purposes.

The Company may periodically utilize derivative instruments such as foreign currency or interest rate swaps in the normal course of business to partially offset exposure.

The related gains and losses are reported as a component of accumulated other comprehensive loss ("AOCL") in the condensed consolidated balance sheets.

The Company has two interest rate swap agreements outstanding as of December 31, 2024.

The notional amount of the Company’s outstanding swap agreements is $ 271.3 million.

The fair value of the Company’s derivative assets is $ 0.8 million as of December 31, 2024 compared to $ 1.0 million liability as of December 31, 2023.

In the condensed consolidated balance sheet, the fair value of the interest rate swaps is included in other long-term liabilities.

The gains and losses are not material to the Company’s condensed consolidated financial statements for the periods presented.

LONG-TERM DEBT

19 unchanged sentences

As of December 31, 2024, $ 220.5 million was outstanding under the Credit Agreement.

Of the total outstanding, $ 235.2 million was on the Term Facility at a rate of 6.71 %.

Of the total outstanding, $ 220.5 million was on the Term Facility at the end of 2024.

Effective August 30, 2024, the Company entered into an interest rate swap with Bank of America, N.A., converting the variable SOFR rate on the Term Facility to a fixed rate of 3.7855 % plus the margin percentage discussed above.

The notional principal is scheduled to adjust each quarter to match the amortization of the Term Facility up to the swap termination date of August 31, 2027.

On December 31, 2024, $ 2.7 million of the revolver capacity was committed to irrevocable standby letters of credit issued in the ordinary course of business as required by vendors' contracts resulting in $ 397.3 million in available borrowings.

4 unchanged sentences

$ 190.5 million in 2027;

$ 190.2 million in 2027;

and zero thereafter.

64 unchanged sentences

Net deferred income taxes $ ( 9,880 ) $ ( 14,725 )

As of December 31, 2023, the Company had foreign deferred tax assets consisting of foreign net operating losses and other tax benefits available to reduce future taxable income in a foreign jurisdiction.

These foreign jurisdictions’ net operating loss carry-forwards are approximately $ 9.2 million, and substantially all of these foreign jurisdiction net operating losses have an unlimited carry-forward period.

The Company's valuation allowance as of December 31, 2023 related primarily to foreign net operating losses and as of December 31, 2022 related primarily to foreign net operating losses and foreign tax credits.

As of December 31, 2024, the Company had no foreign or domestic net operating loss carry-forwards.

The Company had no valuation allowances on deferred tax assets as of December 31, 2024.

Unrecognized Tax Benefits

15 unchanged sentences

The Company also had a share repurchase program under which the Company had authorized to repurchase, in the aggregate, up to $ 50.0 million of its outstanding common stock.

During 2023, the Company repurchased zero shares and the program terminated on December 12, 2023.

During 2024, the Company repurchased zero shares.

STOCK OPTIONS

152 unchanged sentences

Common/Collective Trusts:

Wells Fargo Liability Driven Solution CIT I 11,997 — 11,997 —

Wells Fargo Liability Driven Solution CIT II 4,501 — 4,501 —

Wells Fargo BlackRock International Equity 142 — 142 —

Wells Fargo/Causeway International Value 134 — 134 —

Wells Fargo BlackRock Large Cap Growth Index Fund 214 — 214 —

Wells Fargo BlackRock Large Cap Value Index Fund 214 — 214 —

Wells Fargo Multi-Manager Small Cap 229 — 229 —

Wells Fargo BlackRock Russell 2000 Index Fund 76 — 76 —

Wells Fargo BlackRock S&P Mid Cap Index Fund 99 — 99 —

Wells Fargo/MFS Value CIT F 106 — 106 —

Wells Fargo/T.

Rowe Price Large-Cap Growth Managed CIT 106 — 106 —

Wells Fargo/T.

Rowe Price Equity Income Managed CIT 106 — 106 —

Principal Liability Driven Solution CIT I 10,796 — 10,796 —

Principal Liability Driven Solution CIT II 6,589 — 6,589 —

Cash & Short-term Investments 361 361 — —

5 unchanged sentences

Mid Cap $ 148 $ 148 $ — $ —

Large Cap 106 106 — —

International 221 221 — —

Common/Collective Trusts:

Wells Fargo Liability Driven Solution CIT I 7,815 — 7,815 —

Wells Fargo Liability Driven Solution CIT II 3,550 3,550

Wells Fargo BlackRock International Equity 488 — 488 —

Wells Fargo/Causeway International Value 464 — 464 —

Wells Fargo BlackRock Large Cap Growth Index Fund 724 — 724 —

Wells Fargo BlackRock Large Cap Value Index Fund 744 — 744 —

Wells Fargo Multi-Manager Small Cap 785 — 785 —

Wells Fargo BlackRock Russell 2000 Index Fund 261 — 261 —

Wells Fargo BlackRock S&P Mid Cap Index Fund 320 — 320 —

Wells Fargo/MFS Value CIT F 359 — 359 —

Wells Fargo/T.

Principal Liability Driven Solution CIT I 11,997 — 11,997 —

Principal Liability Driven Solution CIT II 4,501 4,501

Principal/BlackRock International Equity 142 — 142 —

Principal/Causeway International Value 134 — 134 —

Principal/BlackRock Large Cap Growth Index Fund 214 — 214 —

Principal/BlackRock Large Cap Value Index Fund 214 — 214 —

Principal/Multi-Manager Small Cap 229 — 229 —

Principal/BlackRock Russell 2000 Index Fund 76 — 76 —

Principal/BlackRock S&P Mid Cap Index Fund 99 — 99 —

Principal/MFS Value CIT F 106 — 106 —

Rowe Price Large-Cap Growth Managed CIT 106 — 106 —

Wells Fargo/T.

Rowe Price Equity Income Managed CIT 106 — 106 —

Wells Fargo Voya Large Cap Growth CIT F 357 — 357 —

Cash & Short-term Investments 376 376 — —

40 unchanged sentences

Benefits paid ( 427 ) ( 349 )

Plan amendments 895 —

Benefit obligation at December 31, $ 11,059 $ 10,263

45 unchanged sentences

The Company sells its products primarily through a network of independent dealers and distributors to governmental end-users, related independent contractors, as well as to the agricultural and commercial turf markets.

The Company has included a summary of the financial information by reporting segment.

The following table presents the revenue and income from operations by reporting segment for the years ended December 31, 2023, 2022, and 2021:

(in thousands) 2023 2022 2021

Vegetation Management $ 979,040 $ 937,065 $ 812,676

Industrial Equipment 710,611 576,551 521,547

Consolidated $ 1,689,651 $ 1,513,616 $ 1,334,223

The Company’s Chief Operating Decision Maker (CODM) is the Chief Executive Officer.

The CODM is responsible for evaluating the performance of the Company’s operating segments.

This evaluation of operating segments supports the allocation of resources, both financial and human, to optimize income from operations as the measure of segment profit and loss.

Our reportable segments are our two Divisions:

Vegetation Management and Industrial Equipment.

The CODM focuses heavily on operating performance and reviews mainly non-GAAP measures, such as bookings and backlog, absorption, and headcount.

However, a few GAAP measures used to assess segment performance and allocation resources are:

• Division Net Sales

• Division Cost of Sales

• Division Operating Expenses

• Division Income from Operations

Vegetation Industrial

December 31, 2024 (in thousands)

Division Division Consolidated

Net Sales $ 785,199 $ 843,314 $ 1,628,513

Cost of Sales ( 589,759 ) ( 626,266 ) ( 1,216,025 )

Operating Expenses ( 138,883 ) ( 108,797 ) ( 247,680 )

Income from Operations 56,557 108,251 164,808

Vegetation Management $ 122,084 $ 108,508 $ 78,917

Industrial Equipment 75,883 40,084 38,021

Consolidated $ 197,967 $ 148,592 $ 116,938

Interest Income 2,637

Other Income (Expense) 2,731

Interest Expense ( 20,548 )

Income Before Taxes 149,628

Net Income $ 115,930

Vegetation Industrial

December 31, 2023 (in thousands)

Division Division Consolidated

Net Sales $ 979,040 $ 710,611 $ 1,689,651

Cost of Sales ( 699,573 ) ( 536,434 ) ( 1,236,007 )

Operating Expenses ( 157,383 ) ( 98,294 ) ( 255,677 )

Income from Operations 122,084 75,883 197,967

Interest Income 1,485

Other Income (Expense) 1,761

Interest Expense ( 26,093 )

Income Before Taxes 175,120

Net Income $ 136,161

Vegetation Industrial

December 31, 2022 (in thousands)

Division Division Consolidated

Net Sales $ 937,065 $ 576,551 $ 1,513,616

Cost of Sales ( 686,669 ) ( 450,429 ) ( 1,137,098 )

Operating Expenses ( 141,888 ) ( 86,038 ) ( 227,926 )

Income from Operations 108,508 40,084 148,592

Interest Income 752

Other Income (Expense) ( 673 )

Interest Expense ( 14,361 )

Income Before Taxes 134,310

Net Income $ 101,928

The following table presents the goodwill and total identifiable assets by reporting segment for the years ended December 31, 2024 and 2023:

29 unchanged sentences

United States $ 1,145,570 $ 1,208,068 $ 1,080,893

France 96,946 89,629 92,052

Canada 149,514 134,254 95,799

France 89,723 96,946 89,629

United Kingdom 80,192 73,179 69,454

1 unchanged sentence

Netherlands 35,612 33,461 23,304

Germany 11,790 9,115 8,977

Australia 21,251 27,480 26,117

Germany 8,850 11,790 9,115

Other 57,946 60,483 72,464

2 unchanged sentences

United States $ 466,755 $ 476,371 $ 457,075

Netherlands 27,872 28,428 32,262

Canada 32,551 32,165 32,132

United Kingdom 34,794 34,349 31,767

Canada 32,338 32,551 32,165

Netherlands 23,880 27,872 28,428

France 22,631 19,681 18,728

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures