Exhibit 99.1

 

Contact:

Douglas Dynamics, Inc.

Nathan Elwell

847-530-0249

investorrelations@douglasdynamics.com

 

DOUGLAS DYNAMICS ANNOUNCES

THIRD QUARTER 2016 RESULTS

Company Successfully Completed Acquisition of

Dejana Truck & Utility Equipment Company, Inc. in July 2016;

Reaffirms Full Year 2016 Outlook

 

Highlights:

 

·                  Third quarter net sales of $123.6 million, in line with Company expectations

·                  Produced earnings per diluted share of $0.32 for the third quarter

·                  Reported net income for the quarter of $7.3 million

·                  Reported Adjusted EBITDA for the quarter of $25.1 million

·                  Successfully completed acquisition of Dejana Truck & Utility Equipment Company, Inc. on July 15, 2016

·                  Created two reporting segments: Work Truck Attachments and Work Truck Solutions

·                  Company paid $0.235 per share cash dividend on September 30, 2016

 

October 31, 2016 — Milwaukee, Wisconsin — Douglas Dynamics, Inc. (NYSE: PLOW), North America’s premier manufacturer and up-fitter of Work Truck attachments and equipment, today announced financial results for the third quarter ended September 30, 2016.

 

New Reporting Structure

 

Prior to the third quarter, the Company operated as a single business segment. Following the acquisition of the business of Dejana Truck & Utility Equipment Company, Inc., which was completed on July 15, 2016, the Company created two reporting segments to reflect the new structure and management of the Company. First, the Work Truck Attachments segment, which was previously the Company’s sole reporting segment and includes manufactured snow and ice control attachments sold under the FISHER®, HENDERSON®, SNOWEX® and WESTERN® brands. Second, the Work Truck Solutions segment, which resulted from the acquisition of the business of Dejana, includes the up-fit of market leading attachments and storage solutions for commercial work vehicles under the DEJANA® brand and its related sub-brands.

 

James L. Janik, Chairman, President, and Chief Executive Officer explained, “This was a very important quarter in our Company’s history. With the successful completion of the Dejana deal, we have introduced a new segment that focuses on complementary services and products that will be increasingly important to the Company in the years ahead. In addition to creating significant growth opportunities, the Work Truck Solutions segment also supports our efforts to diversify our revenue streams and continues to reduce the influence of weather on our overall business. With the first few months under our belt, we are pushing ahead with the implementation of DDMS, our proprietary management system, and are gratified by the positive attitude of the Dejana team and the initial results we have achieved. We are focused on further reducing their already industry leading lead times and driving productivity improvements and expect to achieve great results in the years ahead.”

 

- MORE -

 



 

Janik added, “Despite experiencing one of the lowest snowfall environments in the past decade this past winter, and having very tough comparisons to our unprecedented performance last year, our Work Truck Attachments segment turned in strong results. This segment performed in line with our expectations in the third quarter following a record performance in the second quarter of 2016, which combined to produce an excellent total pre-season order period that exceeded our initial expectations. While we are diversifying and expanding our portfolio, the snow and ice management business will always be the core of our Company. The levels of quality and service we have consistently produced means we have set a very high bar not just for our competitors, but the other business units within our Company.”

 

Consolidated Third Quarter Results

 

Results for the third quarter of 2016 include the impact of the Dejana acquisition for the period of July 18, 2016, the first business day following the completion of the acquisition, through September 30, 2016. Overall, results were in line with Company expectations. The Company benefited from the positive impact of the addition of Dejana/Work Truck Solutions, which performed in line with internal plans. In the Work Truck Attachments segment, Henderson Products continued to perform well in the third quarter of 2016 and remains on track to produce a strong year, outperforming its 2015 results.

 

Net sales for the Company were $123.6 million in the third quarter of 2016, compared to net sales of $120.6 million in the third quarter of 2015, an increase of 2.5%. Net income was $7.3 million, or $0.32 per diluted share, based on weighted average shares of 22.5 million shares, in the third quarter of 2016, compared to net income of $15.5 million, or $0.68 per diluted share, based on weighted average shares of 22.4 million shares, in the third quarter of 2015. The Company reported Adjusted EBITDA of $25.1 million in the third quarter of 2016, compared to Adjusted EBITDA of $31.1 million in the third quarter of 2015.

 

During the third quarter of 2016, there were certain unusual items related to the Dejana acquisition that negatively impacted the Company’s results by approximately $6.2 million of pre-tax income, or $0.17 per diluted share. These items included shipments from the Work Truck Attachment segment to Dejana/Work Truck Solutions, which were shipped during the third quarter 2016 in line with historical trends, but will not be recognized as revenue until they are sold to end users by Dejana/Work Truck Solutions, which will likely occur in the fourth quarter of 2016 or the first quarter of 2017.  All future shipments from the Work Truck Attachment segment to Work Truck Solutions will similarly not be recognized as revenue until they are sold to end users by Dejana/Work Truck Solutions. The Company also amortized all of the customer order backlog related to Dejana/Work Truck Solutions following the completion of the acquisition. There was also a small inventory write-up related to the acquisition, which was fully amortized during the quarter, plus certain acquisition related costs.

 

The effective tax rate for the third quarter of 2016 was 38.5% and the estimated effective tax rate for full year 2016 is expected to be approximately 37.0%.

 

2



 

Work Truck Attachments Third Quarter Results

 

For the third quarter of 2016, the Work Truck Attachments segment recorded revenue of $100.5 million and gross profit of $33.8 million.  The segment reported income from operations of $24.1 million.

 

While in line with internal expectations, results for the Company’s commercial snow and ice products were lower when compared to the same period last year due to the impact on demand from below average levels of snowfall in the most recent snow season, plus difficult comparisons to the record performance in the third quarter of 2015, which was driven by the record launch of 20 new products in 2015 and an influx of pent-up demand. In 2015, pre-season shipments were more evenly weighted between the second and third quarters. In 2016, there was a return towards historical patterns, which helped drive record results in the second quarter of 2016 and exacerbated the difficult comparison for the third quarter.

 

Work Truck Solutions Third Quarter Results

 

For the third quarter of 2016, the Work Truck Solutions segment produced revenue of $27.1 million and gross profit of $5.2 million. The segment recorded ($0.4) million in loss from operations for the quarter, which was in line with initial internal expectations.

 

Balance Sheet and Liquidity

 

During the first nine months of 2016, the Company recorded net cash provided by operating activities of $11.2 million compared to net cash used in operating activities of ($11.9) million in the same period of 2015. The increase was due to favorable changes in working capital, mainly accounts receivable, of $23.4 million slightly offset by a $0.3 million decrease in net income adjusted for reconciling items.

 

Inventory was $71.6 million at the end of the third quarter of 2016, compared to $55.2 million at the end of the third quarter of 2015. The increase is attributable to the acquisition of Dejana/Work Truck Solutions, which was partially offset by a decrease in inventory for the Work Truck Attachments segment related to planned reductions with the anticipated lower overall sales in 2016.

 

Accounts receivable at the end of the third quarter of 2016 were $120.2 million, an increase of $1.7 million compared to the end of the third quarter of 2015, which includes the impact of the Dejana/Work Truck Solutions acquisition, largely offset by a general decrease due to lower overall sales in the Work Truck Attachments segment in the third quarter of 2016.

 

3



 

Dividend

 

As previously announced on September 9, 2016, Douglas Dynamics declared a quarterly cash dividend of $0.235 per share on the Company’s common stock, which was paid on September 30, 2016 to stockholders of record as of the close of business on September 20, 2016.

 

Outlook

 

Based on the Company’s results to date and visibility into current market trends, plus the addition of the Dejana Truck and Utility Equipment Company business which closed on July 15, 2016, the Company is reiterating its 2016 financial outlook. The Company continues to expect 2016 net sales to be in the range of $395 million to $450 million, net income to be in the range of $31 million to $40 million, and adjusted EBITDA to be in the range of $77 million to $97 million.  Earnings per share (“EPS”) for 2016 are expected to range from $1.36 per diluted share to $1.79 per diluted share.

 

It is important to note that the Company’s outlook assumes that the economy will remain stable and that the Company’s core markets will experience average snowfall levels during the fourth quarter. Also, the Dejana/Work Truck Solutions outlook for diluted EPS includes preliminary estimates for the impact of purchase accounting, which could change and will be finalized in the coming months.

 

Mr. Janik noted, “When combined, our second and third quarter results slightly exceeded our initial expectations and so we are comfortable reiterating the increased and narrowed guidance we issued last quarter. We are pleased with the initial results from the Dejana acquisition and expect a strong overall performance again in 2016. While the structure and focus of the Company has changed this year, and the influence of weather has diminished, we know our fourth quarter results will still be impacted by the magnitude, timing and location of snowfall. As we look towards the winter season, we are well prepared to execute our strategy and well positioned to deliver long-term future success.”

 

Webcast Information

 

The Company will host an investor conference call on Tuesday, November 1, 2016 at 10:00 a.m. Central Time. The conference call will be available via the Investor Relations section of the Company’s website at www.douglasdynamics.com.  To listen to the live call, please go to the website at least fifteen minutes early to register, download and install any necessary audio software.  For those who cannot listen to the live broadcast, an Internet replay will be available shortly after the call.

 

4



 

About Douglas Dynamics

 

Home to the most trusted brands in the industry, Douglas Dynamics is North America’s premier manufacturer and up-fitter of commercial Work Truck Attachments and equipment. For more than 65 years, the Company has been innovating products that not only enable people to perform their jobs more efficiently and effectively, but also enable businesses to increase profitability. Through its proprietary Douglas Dynamics Management System (DDMS), the Company is committed to continuous improvement aimed at consistently producing the highest quality products, at industry-leading levels of service and delivery that ultimately drive shareholder value. The Douglas Dynamics portfolio of products and services is separated into two segments:  First, the Work Truck Attachments segment, which includes manufactured snow and ice control attachments sold under the FISHER®, HENDERSON®, SNOWEX® and WESTERN® brands. Second, the Work Truck Solutions segment, which includes the up-fit of market leading attachments and storage solutions for commercial work vehicles under the DEJANA® brand and its related sub-brands.

 

Use of Non-GAAP Financial Measures

 

This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).  The non-GAAP measure used in this press release is Adjusted EBITDA.

 

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

 

Adjusted EBITDA represents net income before interest, taxes, depreciation and amortization, as further adjusted for stock based compensation, litigation proceeds, non-cash purchase accounting adjustments and certain charges related to certain unrelated legal fees and consulting fees.  The Company uses, and believes its investors benefit from the presentation of, Adjusted EBITDA in evaluating the Company’s operating performance because Adjusted EBITDA provides the Company and its investors with additional tools to compare its operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect the Company’s core operations. In addition, the Company believes that Adjusted EBITDA is useful to investors and other external users of its consolidated financial statements in evaluating the Company’s 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. The Company’s management also uses Adjusted EBITDA for planning purposes, including the preparation of its annual operating budget and financial projections, and to evaluate the Company’s ability to make certain payments, including dividends, in compliance with its senior credit facilities, which is determined based on a calculation of “Consolidated Adjusted EBITDA” that is substantially similar to Adjusted EBITDA.

 

Consistent with Regulation G under the U.S. federal securities laws, the non-GAAP measure in this press release has been reconciled to the nearest GAAP measure, and this reconciliation is located under the heading “Net Income to Adjusted EBITDA Reconciliation” following the Consolidated Statements of Cash Flows included in this press release.

 

5



 

With respect to the Company’s 2016 guidance, the Company is not able to provide a reconciliation of the non-GAAP financial measures to GAAP because it does not provide specific guidance for the various extraordinary, nonrecurring or unusual charges and other certain items. These items have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. As a result, reconciliation of the non-GAAP guidance measures to GAAP is not available without unreasonable effort and the Company is unable to address the probable significance of the unavailable information.

 

Forward Looking Statements

 

This press release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, product demand, the payment of dividends, and availability of financial resources.  These statements are often identified by use of words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions and include references to assumptions and relate to our future prospects, developments and business strategies.  Such statements involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, weather conditions, particularly lack of or reduced levels of snowfall and the timing of such snowfall, a significant decline in economic conditions, our inability to maintain good relationships with our distributors,  lack of available or favorable financing options for our end-users or distributors, increases in the price of steel or other materials necessary for the production of our products that cannot be passed on to our distributors, increases in the price of fuel, the inability of our suppliers to meet our volume or quality requirements, inaccuracies in our estimates of future demand for our products, our inability to protect or continue to build our intellectual property portfolio, the effects of laws and regulations and their interpretations on our business and financial condition, our inability to develop new products or improve upon existing products in response to end-user needs, losses due to lawsuits arising out of personal injuries associated with our products, factors that could impact the future declaration and payment of dividends, our inability to compete effectively against competition, our inability to achieve the projected financial performance with the assets of TrynEx Inc., which we acquired in 2013, the business of Henderson Enterprises Group, Inc., which we acquired in 2014, or the assets of Dejana Truck & Utility Equipment Company, Inc., which we acquired in 2016, and unexpected costs or liabilities related to such acquisitions, as well as those discussed in the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2015. You should not place undue reliance on these forward-looking statements.  In addition, the forward-looking statements in this release speak only as of the date hereof and we undertake no obligation, except as required by law, to update or release any revisions to any forward-looking statement, even if new information becomes available in the future.

 

6



 

Financial Statements

 

Douglas Dynamics, Inc.

Consolidated Balance Sheets

(In thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2016

 

2015

 

 

 

(unaudited)

 

(audited)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

303

 

$

36,844

 

Accounts receivable, net

 

120,234

 

67,707

 

Inventories

 

71,607

 

51,584

 

Inventories - truck chassis floor plan

 

6,733

 

 

Refundable income taxes paid

 

 

4,850

 

Deferred income taxes

 

6,155

 

6,154

 

Prepaid and other current assets

 

4,435

 

2,104

 

Total current assets

 

209,467

 

169,243

 

 

 

 

 

 

 

Property, plant, and equipment, net

 

51,285

 

42,636

 

Goodwill

 

233,088

 

160,932

 

Other intangible assets, net

 

202,000

 

127,647

 

Other long-term assets

 

4,222

 

2,708

 

Total assets

 

$

700,062

 

$

503,166

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

14,847

 

$

14,555

 

Accrued expenses and other current liabilities

 

35,838

 

25,549

 

Floor plan obligations

 

6,733

 

 

Income taxes payable

 

3,381

 

 

Short term borrowings

 

26,000

 

 

Current portion of long-term debt

 

2,829

 

1,629

 

Total current liabilities

 

89,628

 

41,733

 

 

 

 

 

 

 

Retiree health benefit obligation

 

6,966

 

6,656

 

Pension obligation

 

9,932

 

10,839

 

Deferred income taxes

 

57,667

 

54,932

 

Long-term debt, less current portion

 

307,293

 

182,506

 

Other long-term liabilities

 

14,507

 

6,004

 

 

 

 

 

 

 

Total stockholders’ equity

 

214,069

 

200,496

 

Total liabilities and stockholders’ equity

 

$

700,062

 

$

503,166

 

 

7



 

Douglas Dynamics, Inc.

Consolidated Statements of Income

(In thousands, except share and per share data)

 

 

 

Three Month Period Ended

 

Nine Month Period Ended

 

 

 

September 30, 2016

 

September 30, 2015

 

September 30, 2016

 

September 30, 2015

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

123,573

 

$

120,565

 

$

286,125

 

$

281,598

 

Cost of sales

 

86,929

 

79,700

 

193,829

 

187,286

 

Gross profit

 

36,644

 

40,865

 

92,296

 

94,312

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expense

 

15,761

 

12,506

 

37,986

 

35,227

 

Intangibles amortization

 

4,395

 

1,803

 

7,847

 

5,610

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

16,488

 

26,556

 

46,463

 

53,475

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(4,518

)

(2,824

)

(10,253

)

(8,057

)

Litigation proceeds

 

 

 

10,050

 

 

Other expense, net

 

(97

)

(60

)

(230

)

(189

)

Income before taxes

 

11,873

 

23,672

 

46,030

 

45,229

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

4,571

 

8,124

 

17,122

 

16,194

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,302

 

$

15,548

 

$

28,908

 

$

29,035

 

Less: Net income attributable to participating securities

 

101

 

214

 

390

 

405

 

Net income attributable to common shareholders

 

$

7,201

 

$

15,334

 

$

28,518

 

$

28,630

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

22,501,640

 

22,362,787

 

22,473,642

 

22,314,198

 

Diluted

 

22,501,640

 

22,373,351

 

22,473,642

 

22,330,095

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic earnings per common share attributable to common shareholders

 

$

0.32

 

$

0.69

 

$

1.27

 

$

1.28

 

Earnings per common share assuming dilution attributable to common shareholders

 

$

0.32

 

$

0.68

 

$

1.26

 

$

1.27

 

Cash dividends declared and paid per share

 

$

0.24

 

$

0.22

 

$

0.71

 

$

0.67

 

 

8



 

Douglas Dynamics, Inc.

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Nine Month Period Ended

 

 

 

September 30,
2016

 

September 30,
2015

 

 

 

(unaudited)

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net income

 

$

28,908

 

$

29,035

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

12,217

 

9,193

 

Inventory step up of acquired business included in cost of sales

 

125

 

1,956

 

Amortization of deferred financing costs and debt discount

 

642

 

502

 

Stock-based compensation

 

2,258

 

2,740

 

Provision for losses on accounts receivable

 

221

 

170

 

Deferred income taxes

 

2,734

 

3,219

 

Earnout liability

 

(51

)

556

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

Accounts receivable

 

(37,659

)

(57,790

)

Inventories

 

(1,973

)

(8,954

)

Prepaid and other assets and refundable income taxes paid

 

3,087

 

(962

)

Accounts payable

 

(1,763

)

3,714

 

Accrued expenses and other current liabilities

 

952

 

5,607

 

Benefit obligations and other long-term liabilities

 

1,513

 

(908

)

Net cash provided by (used in) operating activities

 

11,211

 

(11,922

)

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditures

 

(7,084

)

(7,110

)

Acquisition of business

 

(175,927

)

(11,818

)

Net cash used in investing activities

 

(183,011

)

(18,928

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Shares withheld on restricted stock vesting paid for employees’ taxes

 

 

(27

)

Proceeds from exercise of stock options

 

 

111

 

Payments of financing costs

 

(2,250

)

 

Borrowings on long-term debt

 

129,350

 

 

Dividends paid

 

(16,086

)

(15,131

)

Net revolver borrowings

 

26,000

 

27,000

 

Repayment of long-term debt

 

(1,755

)

(1,425

)

Net cash provided by financing activities

 

135,259

 

10,528

 

Change in cash and cash equivalents

 

(36,541

)

(20,322

)

Cash and cash equivalents at beginning of year

 

36,844

 

24,195

 

Cash and cash equivalents at end of quarter

 

$

303

 

$

3,873

 

 

 

 

 

 

 

Non-cash operating and financing activities

 

 

 

 

 

Truck chassis inventory acquired through floorplan obligations

 

$

8,481

 

 

 

9



 

Douglas Dynamics, Inc.

Segment Disclosures (unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2016

 

Net Sales

 

 

 

Work Truck Attachments

 

$

100,509

 

Work Truck Solutions

 

27,107

 

Corporate & Eliminations

 

(4,043

)

 

 

$

123,573

 

Gross Profit

 

 

 

Work Truck Attachments

 

$

33,777

 

Work Truck Solutions

 

5,227

 

Corporate & Eliminations

 

(2,360

)

 

 

$

36,644

 

Selling, General & Administrative Expenses

 

 

 

Work Truck Attachments

 

7,974

 

Work Truck Solutions

 

2,934

 

Corporate & Eliminations

 

4,853

 

 

 

$

15,761

 

Income from Operations

 

 

 

Work Truck Attachments

 

$

24,078

 

Work Truck Solutions

 

(377

)

Corporate & Eliminations

 

(7,213

)

 

 

$

16,488

 

Depreciation

 

 

 

Work Truck Attachments

 

$

1,358

 

Work Truck Solutions

 

209

 

Corporate & Eliminations

 

50

 

 

 

$

1,617

 

Assets

 

 

 

Work Truck Attachments

 

$

484,261

 

Work Truck Solutions

 

203,403

 

Corporate & Eliminations

 

12,398

 

 

 

$

700,062

 

 

10



 

Douglas Dynamics, Inc.

Net Income to Adjusted EBITDA reconciliation (unaudited)

(In thousands)

 

 

 

Three month period ended
September 30,

 

Nine month period ended
September 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,302

 

$

15,548

 

$

28,908

 

$

29,035

 

 

 

 

 

 

 

 

 

 

 

Interest expense - net

 

4,518

 

2,824

 

10,253

 

8,057

 

Income tax expense

 

4,571

 

8,124

 

17,122

 

16,194

 

Depreciation expense

 

1,617

 

1,267

 

4,370

 

3,583

 

Amortization

 

4,395

 

1,803

 

7,847

 

5,610

 

EBITDA

 

22,403

 

29,566

 

68,500

 

62,479

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

522

 

759

 

2,258

 

2,740

 

Litigation proceeds

 

 

 

(10,050

)

 

Purchase accounting (1)

 

(58

)

162

 

74

 

2,512

 

Other charges (2)

 

2,221

 

580

 

3,239

 

1,001

 

Adjusted EBITDA

 

$

25,088

 

$

31,067

 

$

64,021

 

$

68,732

 

 


(1) Reflects ($183) and $66 in earn-out compensation expense (benefit)  related to TrynEx in the three months ended September 30, 2016 and September 30, 2015, respectively. Reflects $96 in earn-out compensation expense related to Henderson in the three months ended  September 30, 2015.  Reflects ($51) and $268 in earn-out compensation expense  (benefit) related to TrynEx in the nine months ended September 30, 2016 and September 30, 2015, respectively. Reflects $288 in earn-out compensation expense related to Henderson in the nine months ended September 30, 2015. Reflects $125 in inventory step up related to Dejana included in cost of sales in the three and nine months ended September 30, 2016.  Reflects $1,956 in inventory step up related to Henderson included in cost of sales in the nine months ended September 30, 2015.

(2) Reflects expenses of $2,221 and $580 for  unrelated legal and consulting fees for the three months ended September 30, 2016 and September 30, 2015, respectively.   Reflects expenses of $3,239 and $1,001 for unrelated legal and consulting fees for the nine months ended September 30, 2016 and September 30, 2015, respectively.   

 

11