Thank you. Welcome everyone and thank you for joining us on our call today.

Two quick items as we begin. First, please note that some of the information that you will hear during this call will consist of forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended.

Such statements express our expectations, anticipations, beliefs, estimates, intentions, plans and forecasts. Because these forward-looking statements involve risks and uncertainties, our actual results could differ materially from those in the forward-looking statements.

For information regarding such risks and uncertainties, please see the sections titled Risk Factors, Forward-Looking Statements, and Management Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission and the updates to these sections in our subsequently filed quarterly reports on Form 10-Q.

And lastly, this call will involve a discussion of adjusted EBITDA, adjusted net income and adjusted earnings per share, all non-GAAP financial measures, which under SEC Regulation G we are required to reconcile with GAAP. The reconciliation of these measures to the closest GAAP financial measure is included in today’s earnings press release, which is available at douglasdynamics.com.

Joining me on the call this morning is Jim Janik, President and Chief Executive Officer.

With these formalities out of the way, I would like to turn the call over to Jim.

Good morning and thank you for joining us on today’s call to discuss our third quarter 2012 performance. Before we begin, I’d like to say that our thoughts are with everyone on the East Coast that has been impacted by super storm Sandy.

A number of our dealers in the east were impacted and the Douglas team is going to do whatever we can to help those businesses get back on track. I am sure some of our investors and analysts were impacted too, and so we hope that everyone is safe and that your lives are starting to get back to normal.

It is one thing we understand here at Douglas; it’s the impact of Mother Nature can have on us all.

Okay. Turning to the business at hand, I’ll start by providing an overview of our performance for the quarter and then Bob will provide a detailed review of our financial results.

Finally, I’ll return to discuss current trends and provide additional insight on the remainder of the year.

The weather of 2011-2012 was one for the record books. The 2011-2012 winter snowfall season was the lowest since 1961-'62 according to the U.S.

National Snowfall Records. Further illustrating the anomaly in last year’s snowfall level of 2011 and 2012, it was about or approximately 1800 inches, which is 1250 inches below the average snowfall levels of 3050 inches.

As we moved through the year, our financial results reflect the lingering negative effects from navigating through this unprecedented market environment.

For the third quarter 2012, net sales were $37.8 million basically in line with our internal expectations, but falling short of 2011 results given the dramatically different snowfall levels over the past two winters and the timing of the pre-season shipments. Remember, the 2010-2011 winter season at almost 4200 inches of snow was in stark contrast to the ‘11-‘12 snowfall of 1800 inches mentioned earlier.

As we mentioned during the second quarter earnings release and conference call, the pre-season shipments were more heavily skewed towards the second quarter than the third quarter in a ratio of approximately 63 to 37.

As we said over the past few years, the second and third quarters taken together comprised Douglas pre-season order program. The timing of the pre-season orders and the shipments are tactical in nature and the company views the pre-season order program as one-time period and doesn’t believe the shift between quarters is indicative of any broader change in sales patterns.

Collectively, the pre-season order period resulted in net sales of $103.3 million, a decline of 17.4% from the prior year. The pre-season order period results in 2012 were influenced by three factors.

First and most importantly, the historic low snowfall levels that I mentioned; second, the negative impact from persistent economic challenges; and third, the record drought seen throughout most of the country this past summer. While, the drought would normally have negligible influence on our business, the severity of the most recent drought exacerbated the considerable impact of the record low snowfall to professional plowers who often run landscaping businesses during the non-plowing season.

With less income from landscaping work and the prior winter’s plowing activities, it is somewhat inevitable that these small business owners will have less cash flow to fund purchases of new or replacement equipment in the upcoming months.

On a more positive note, truck sales continued to improve when compared to 2011. Select pickup truck sales and used vehicle trucks have continued the upward trend increasing by 10% and 6% year-over-year respectively.

Long-term trends indicate a positive correlation between truck sales and plow sales. These encouraging indicators point toward an increased appetite for new equipment purchases.

In the midst of external challenges already mentioned, I am proud of the company’s unwavering focus to leverage our competitive advantage through lean operational efficiencies. In addition to the ongoing internal measurable improvements in industry leading service levels, product quality and waste elimination, I am pleased to share that we began sharing our lean expertise with our supply chain.

In 2012, we have already conducted nine multi-day Kaizen improvement events at our most valued supplier locations worldwide. These events have been incredibly popular with our suppliers and will likely result in enhanced service levels, improved quality and lower cost of our purchase components.

These activities provide significant dividends to Douglas and our customers and will certainly be aggressively expanded in 2013 and beyond.

Finally, I wanted to briefly mention our dividend policy. As previously reported on September 7th, the company declared a quarterly cash dividend of $0.205 per share in common stock which was paid on September 28th to stockholders of record as of the close of business on September 18.

Our dividend is very important to us and it is protected in our current business model and in these challenging market conditions.

As we continued to generate strong cash flows in all snowfall environments and maintain a strong financial position, the board of directors has approved a 1.22% increase in the company’s quarterly cash dividend to $0.2075 which will be effective in the fourth quarter of 2012. The board’s decision reinforces the company’s long-term commitment to enhance shareholder value through returning cash to shareholders.

With that, I am going to turn the call back over to Bob to discuss those specifics on our financial results, and then I’ll conclude with comments on our business and outlook for the remainder of the year. Bob?

Thanks, Jim. As Jim has alluded to, we’ve faced a myriad of challenging external factors this past year.

However, we’re pleased with our ability to execute on business initiatives within our control and deliver solid year-to-date 2012 results in this type of environment.

For the third quarter 2012, Douglas Dynamics generated sales of $37.8 million compared to $53.5 million in 2011. Unit shipments for the third quarter decreased by 31.1%.

Parts and accessories sales fell 42.3% compared to the prior year. These decreases in both segments were expected and are attributable largely to the historic below average snowfall, as well as the other factors as Jim mentioned earlier.

Cost of sales was $26.2 million or 69.4% of sales for the third quarter, compared to $37 million or 69.2% of sales in the third quarter of 2011. This year-over-year decrease in cost of sales was almost exclusively driven by decreases in unit volumes as a result of the record low snowfall.

SG&A costs were $6.4 million for the quarter compared to prior year SG&A cost of $7.8 million reflected continued positive performance regarding discretionary spending reductions throughout 2012.

Third quarter 2012 adjusted EBITDA was $7.8 million compared to prior year adjusted EBITDA of $12.1 million. Net income in the third quarter of 2012 was $2.3 million compared to prior year net income of $4 million.

Earnings per share were $0.10 per diluted share during the quarter compared to $0.18 per diluted share over the third quarter of 2011.

During the first nine months of 2012, we reported net cash used by operating activities of $35.1 million compared to net cash used by operating activities of $18.2 million in the same period last year. This increase was driven primarily by working capital changes and a $5.8 million reduction in net income.

Cash and cash equivalents on hand at the end of the third quarter totaled $1.8 million. The unused borrowing capacity on the revolver is $47 million.

With total liquidity of $48.8 million, we are well-positioned to fund upcoming quarterly cash dividends.

Accounts receivable at the end of the third quarter 2012 was $70.7 million, a decrease of $12.3 million compared to third quarter 2011. The decrease in the accounts receivable was driven by lower pre-season shipments versus prior year and more customers paying cash versus taking extended dating terms on pre-season shipments this year.

With that, I will turn the call back over to Jim for some concluding remarks. Jim?

Thanks Bob. To close, I’d like to share our view of current market conditions and as well as what we are expecting for the remaining portion of 2012.

Each impending winter season is as unpredictable as the last, but statistical outliers like the preceding winter snowfall levels creates extremely challenging market conditions. The good news is that we are leveraging these challenging times to strengthen our market leading position in the industry.

Our management team and dedicated employees are continually looking for ways to achieve operational efficiencies, deliver superior service and products to customers, and position ourselves to take market share when demand picks up.

As we enter the beginning of the winter retail season, we look forward to and remain hopeful that snowfall levels return to long-term averages. While visibility into early winter snowfall remains extremely limited at this point in the quarter, we remain cautiously optimistic that normal snowfall levels coupled with positive indicators such as light truck sales will help partially offset the negative impact from continued economic weakness and lingering effects from the mild winter, abnormally dry summer and Hurricane Sandy.

Overall, we are encouraged by positive indicators such as 10% year-over-year growth in selected truck sales and stable distributor sentiment. In our most recent field inventory on 30 September, overall dealer inventory was down around 3% to 4%.

This indicates that our distributors have continued to manage their businesses efficiently and effectively, which is also a good sign for our business. However, the biggest variable factor in determining our fourth quarter results is the timing, amount, and location of the snowfall.

The earlier and larger this amount of snowfall in our core markets is a good indicator that we will see increased fourth quarter sales, and the opposite is also true. Early snowfall makes businesses and homeowners more likely to contract for plowing services and subsequently plowers are more confident in their outlook for the season.

Therefore, they are more likely to consider new equipment purchases versus repairing their current plow.

Operational efficiencies, we discussed earlier, we are ready to capitalize on any uptick in demand. Snow and ice is a replacement cycle driven business typically seven to eight years, and the equipment has been used hard over the past few years preceding last winter’s weak snowfall.

A few early fourth quarter plowable events may serve as a catalyst to begin to release the pent up demand.

Based on results from the first nine months of 2012 and current trends, we are reiterating our previously announced full year 2012 guidance, but expect results will come in towards the lower end of the range. As previously announced, we expect revenues to range from $160 million to $190 million, adjusted EBITDA to range from $35 million to $45 million and earnings per share to range from $0.55 to $0.79 per share.

The full year 2012 outlook assumes the company’s core markets will experience average snowfall and economic conditions will remain stable. Additionally, none of our guidance includes any impact from Hurricane Sandy.

Although we don’t expect the impact to be significant, we’re still evaluating the potential impact to our business at this time.

In conclusion, we are excited as we look to the start of the winter retail season and remain committed to drive sustainable operational improvements and product innovations, deliver unparallel service to our distributors and exceed the expectations of our end users while maintaining a strong financial profile. We strongly believe these strategic areas of focus position ourselves to drive growth and shareholder value.

At this time, we will now open the call for your questions. Operator?

Just, first question I have is obviously there is minimal of maybe any read through to Q4 on the demand side to the weather driven season, but from a supply perspective I know last quarter I asked about where dealer inventories were kind of going to end up given kind of a contraction on both ends whether they ended the season with more inventory and maybe are ordering less. So, talking about that more where are your dealers now heading into the snowfall season given that maybe this quarter demand was a little lighter than what we have been expecting?

Sure. I think Jason I think we’re positioned very well.

Clearly demand is a bit softer than it was last year, but retail or the distributor inventories reflect that. So, I believe at this particular point in time inventories are actually in a very good position to fulfill likely demand in an average snowfall year.

So, I feel very comfortable with where we are.

As far as where we will end up within a year, it's generally pretty predictable as well. From year-to-year inventories don’t vary a whole heck of a lot during the four periods of time that we take inventory.

So, I will be very surprised if inventory ended up being very low at the end of January or very, very high in a comparative basis.

And then next question on the working capital changes, are you at all concerned I guess given the mix shift in prepayment? I mean, what are you seeing on people paying cash versus terms and how is that sort of related to your accounts receivable?

Yes, it's a -- that’s a great point. Typically, we will have people during the pre-season pay -- about 20% of the shipment dollars are paid for in cash with a discount versus taking the dating terms.

We saw that tick-up a little bit this year, nothing significant maybe three, four points. So, we got a little bit more cash collected early on and that’s going to have an impact on the receivables.

Don’t really think that’s a trend -- any permanent trend of any kind, but that was just one of the reasons why the receivables are down. The major reason obviously is because there is lower pre-season shipments in total this year versus a year ago.

So, in terms of look through to cash flow in Q4, wouldn’t expect that the change on the cash discount versus dating, I mean that to change?

Yes, what’s going to happen at this point, virtually all of the AR balance at the end of Q3 is through extended dating shipments as part of pre-season programs. You are going to see that collected during the fourth quarter.

And looking at the deferred tax change on the cash flow, has there been a change in your NOLs and just I guess where do you stand currently on how your tax on the P&L should reflect in the cash flow side?

There really hasn’t been any change. The changes to our deferred taxes are just the continuation of the book versus tax amortizations of goodwill and other kinds of intangible assets.

No changes there to those asset balances, just the ongoing amortization, if you will.

Okay. So, you would still expect that from a cash perspective, your cash flow relative to your net income just so it’s like some gap between what you are actually paying in cash in tax versus what you have to accrue?

Absolutely.

The first question is just around -- you spoke about the replacement cycle and pent up demand sort of being pushed out. What key guidelines do you think investors need to look at for that pent up demand story to play out?

Is it more dependent on snowfall or does the economy need to pickup from here to get some of your customer base to get a little more confident? If you could just talk about the moving parts and what your latest thought process is on pent up demand?

Sure. We are comfortable that there is still significant pent up demand out there.

Most of the equipment continues to -- the average age of all the equipment in the field continues to get older. So, I think mathematically, it would say that replacement should be coming at sometime here shortly.

It will be driven primarily by snowfall, because it is a replacement-driven business, the more snow, the more it gets used and the more it gets used then it gets replaced. So, first of all, I think we need at least average snowfall anything above the average will be fantastic.

And I think some additional confidence in the economy and the direction of the economy, I think would also be very favorable for us, but I think those would be the two things that you are looking for.

And then on just the cost side, you spoke about some of the stuff you are doing on the supply chain. Are you guys most of the way through any structural cost takeout in your business and then it’s more about just sort of a continuous improvement from hereon in?

No, I think there, well, I guess I would say yes and no. We closed one of our manufacturing facilities a couple of years ago, that was a big one-time savings.

So, from a pure structural perspective, Hamzah, there is not many more of those around, but when you are a Lean manufacturing business, the way we are, it is all about continuous improvement. We still have plenty of opportunities inside our four walls.

On that note, if you will, as Jim mentioned earlier, we did take the opportunity this year to reach back into our supply chain and start to work with some of our suppliers and helping them to begin to lean out their operation. Keep in mind, raw material is still 60 plus percent of our total product cost and what we are finding is time spent there to help those folks reduce cost and then turn those cost savings over to us is advantageous versus continuing to find ways to squeeze a little more labor out of the current operation, if you will.

So, we still have plenty of opportunities, but there will be more of a continuous improvement ongoing nature, nothing of any major, major one-time event significance.

Just a question on working capital, is it best to look at the year end accounts receivable inventory balances from last year is good proxy, where you want to bring it down to or you think it’s going to go down a little bit further because volume's so weak this year?

I think you want to look at last year end as a decent peg on that. The reason that I say that is is this.

Because by the time -- even though it was a soft snow season and it was a pre-season period that was soft, the 1231 AR balance is almost exclusively driven by what happens in the month of December. So, even if you have a down season to this point, if we get average snowfall, if we get decent snowfall the December year end AR is going to reflect that.

So, you really can’t look backwards when you look at those numbers.

In terms of the year end inventory number, we try and manage to a number again once the new snow season starts here in the fourth quarter try and manage to an inventory number that we think gives us the best chance to service all of our distributors whether they want to be serviced. So, that’s not likely to change much year-over-year either.

What about on the current liability side whether specifically accounts payable on the accrued expenses?

Again, you are going to see payables are just going to be typical business payables at the end of the year. Accrued expenses are going to continue to be lower than they were a year ago.

And this does have something to do with the down cycle, because in those accrued expenses are customer program accruals and obviously sales are lower. So, some of those -- some of that program spending is lower.

Management’s annual incentive payments are in those accruals. When you have a down year, the annual incentive payments come down.

Income taxes payable are in those balances as well and obviously with lower income the tax number is going to be lower as well. So, I would expect that to be somewhat substantially lower than it was at the end of the year last year.

Okay, that’s helpful. And then how do you look at the cost cuts you have done in the pullback on CapEx into next year, like what do you need to see in order for that to be alleviated, is it going to be kind of a decision you make in February or so to know when to kind of ramp up SG&A spending again?

Yes. We’ll plan for a normal snowfall like we always do, which means that the business will get ready for a return to normal levels of SG&A and normal levels of CapEx.

But by the time the first quarter is over, we’ll know what kind of snow season we have and we’ll call the audibles from there. So, we will put a business plan together that assumes the return to normal spending levels in those areas and then make the necessary kinds of adjustments depending upon how the snow season shakes out.

And then finally, Jim, I think you mentioned Hurricane Sandy impact and I am just wondering about what you are talking about in that regard and were any dealers or inventory in the dealer lot taken out in that, is that kind of what you are thinking?

Yes, it’s from our perspective couple of things. I think Hurricane Sandy is worth mentioning as we still want to make sure all of you understand that this isn’t catastrophic to us as a business, but it does have impact.

We have some dealers and distributors, particularly along the coast in New Jersey and a little bit in Connecticut who clearly are impacted and then it probably radiates out from there, lesser impact as you get farther inland. And we all will have some impact and not entirely sure whether it’s positive or negative.

At this particular point, it’s hard for us to determine what the impact is. So, we are just trying to make sure everybody is safe and everybody is okay.

Is there going to be some equipment that is lost by water? We anticipate that it will be, but again, it’s not catastrophic, but it’s still worth mentioning.

On the other side of Sandy, I don’t think -- if you said I missed it, it caused a ton of snowfall around the Appalachian states and parts of the Midwest. Is there an opportunity there that might help support your 4Q sales?

It’s a very simple question and probably a little more complicated answer. There was a lot of snow in West Virginia.

For us, it’s not as populated an area, so probably the actual impact is somewhat minimal for us and anyone in the snow industry. We do certainly benefit from it, there is no question.

We will get some extra orders. I think the bigger impact is just sort of the press, so that the people are seeing lots of snow early in some areas.

And I think there are some positive impacts just by people seeing that winter is beginning, and this time of the year its more of a psychological impact than it is an actual having to get things plowed and taking care of business. So, the psychological part of it clearly is to our advantage.

Right, that’s what I was thinking especially given what happened last year that we had an early --

Yes.

Snowfall but then nothing in November and December...

Precisely, so again it gets people thinking about snow, it keeps think -- people thinking about getting ready and the earlier they can be thinking about those things but better off we are as a company.

And on the three factors that you said weighed on or continued to weigh on your results winter -- last year’s winter the economy and the drought. Is there anyway that you can kind of isolate or give us a range to think about how the drought affected your sales or if you can give us a feel for the percentage of customers affected by the drought.

Just to get a sense for what else might have been had there been no drought?

A wonderful question and I don’t know that I’d have enough granular information to be able to answer that. All I can say is probably the drought impacted more people west of say Central Pennsylvania, east of Central Pennsylvania I think it was a pretty decent landscaping year, but west of that it impacted quite a few people.

How that turns into lost or gain sales, I just don’t know other than knowing that landscaper income was down because of that and that typically impacts their ability and willingness to purchase equipment.

Yes, just two other questions. First off is the increase you did in the dividend, is that less than you would have liked to have done if we had had a normal snowfall last year?

That’s a great question. I would think Rob we probably like to have had something a little bit larger, but I think it’s what’s appropriate in this environment.

And then also, Bob, we have some assets for sale on the balance sheet for a pretty long time, $1.7 million, when is that going to be sold?

You sound like a board member. You’re not looking for a piece of property, are you?

Not at the moment right now.

It’s a little bit frustrated on our end Rob it’s a slow market out in the Tri City area out there. There is very few properties being sold and the ones that are being sold are not being sold at a very attractive price.

We have explored alternatives like donations and those kinds of things, but they just don’t seem to make a lot of financial sense. Obviously, we are in a cash starved business or a cash strapped business.

So, our plan is to just hold on to the assets to a point where we think we have a reasonable buyer and then we’ll just take the cash and take it off the books. It actually may be around for a while yet.

I guess just following up on the dividend question that you guys got maybe looking at it in other way, should we look at the increase even any increase given last year as a sign of confidence that the dividend is going to be around and that it’s pretty stable where it is?

Sure. As we have stated in fact I know I am repeating myself that the dividend is very important to us.

It’s something that as we've said all along that anywhere within our business cycle good times and bad, we believe that we can sustain the dividend. And I think this is a great opportunity to prove that.

And I agreed, completely I think you’re exactly right by continuing to moderately or modestly increase the dividend, I think does reflect a vote of confidence in the company by the board and the management team by the board that certainly we are still in a very good financial position and can support an increase in the dividend.

I mean, I think in general just gets a little bit of focus on maybe the cash flow instead of relative to the payout ratio there. Just a quick housekeeping question.

On the adjusted net income with the rounding in the chart you get to $0.10 on the dilutive and that’s using the 2.3 rounded. But if you are using that 2.346 or without the loss it’s rounding up to $0.11 kind of right on that 10.5 cusp, I am just wondering are you --- you are using the rounding in that chart on the non-GAAP.

How should we be just thinking about that from a housekeeping perspective?

Yes, I can’t help you there. I mean, we obviously have a rounding formula in there and if it was that close to rounding up or down in our case, it rounded down.

And then just last question on the legal side of things, did the quarter -- I didn’t hear if you said -- did the quarter have any additional insurance claims on the Northern Star or anything related to buyers, did any of that come through in the quarter?

There was nothing new. There were no new lawsuits first off.

There was nothing new on the boss side and the buyers’ side continues to move along.

Would you still expect over time to have some gains relative to what you actually paid out from insurance on the Northern Star?

Yes. As we said at the end of the second quarter, we made the Northern Star payment, collected part of that payment back from the coverage insurance companies and are currently working with the other remaining insurance companies on the balance if you will.

So, the P&L has bared the brunt of the cost of that lawsuit. It’s only upside from here and I would expect that we’re likely not to see the favorable impact of that until late fourth quarter or maybe even sometime in early 2013.

Got it. But it wasn’t in Q3 or would have been helping results?

Correct.

Thank you for joining us today and for your continued interest in Douglas Dynamics. We look forward to speaking with you again during the fourth quarter announcement in March of 2013.

Thanks again and have a great day.