For the fiscal year ended October 31, 2014
|
Commission file no. 0-21964
|
|
|
Delaware
|
51-0347683
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
INDEX TO ANNUAL REPORT
|
|
|
ON FORM 10-K
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Table of Contents
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Page
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PART I:
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II:
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Item 5.
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Item 7.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III:
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV:
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Item 15.
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||
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Item 1.
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Business.
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•
|
Body systems components include: shock towers, instrument panel / cross car beams, torque boxes, tunnel supports, seat supports, seat back frames, hinge pillars, liftgates, door inners, roof supports / roof panels, dashpanels, body sides and B and C pillars.
|
•
|
Chassis systems components include: cross members, frame rails, axle carriers, bearing caps, axle covers, axle housings, clutch housings, PTU covers, axle tubes, rack and pinion housings, steering column housings, knuckles, links, wheel hubs, calipers, master cylinders, steering pumps, brake components, wheel blanks and flanges.
|
•
|
Powertrain systems components include: planetary carriers, clutch housings, transmission gear housings, engine valve covers, valve bodies, rocker arm spacers, heat shields, exhaust manifolds, cones, baffles, muffler shells, engine oil pans, transmission fluid pans, front covers, and transmission covers.
|
•
|
The Company also performs steel processing services, which include: oiling, leveling, cutting-to-length, multi-blanking, slitting, edge trimming of hot and cold-rolled steel coils and inventory control services.
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|
|
Revenues
|
|
Long-Lived Assets
|
||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Europe
|
|
5.6%
|
|
—%
|
|
13.1%
|
|
—%
|
Mexico
|
|
5.2%
|
|
5.9%
|
|
7.3%
|
|
7.3%
|
United States
|
|
89.2%
|
|
94.1%
|
|
79.5%
|
|
92.7%
|
Total
|
|
100.0%
|
|
100.0%
|
|
NaN
|
|
100.0%
|
Item 2.
|
Properties.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
|
2014
|
|
2013
|
||||||||||||
Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
1st
|
|
$
|
25.34
|
|
|
$
|
14.42
|
|
|
$
|
11.48
|
|
|
$
|
9.80
|
|
2nd
|
|
$
|
20.96
|
|
|
$
|
14.19
|
|
|
$
|
11.00
|
|
|
$
|
9.25
|
|
3rd
|
|
$
|
19.95
|
|
|
$
|
15.15
|
|
|
$
|
13.28
|
|
|
$
|
9.59
|
|
4th
|
|
$
|
19.49
|
|
|
$
|
15.10
|
|
|
$
|
16.42
|
|
|
$
|
11.08
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
European Production
|
Year Ended October 31,
|
|||||||
|
2014
|
2013
|
Increase (decrease)
|
% Increase (decrease)
|
||||
|
(Number of Vehicles in Thousands)
|
|||||||
Central Europe
|
3,629
|
|
3,303
|
|
326
|
|
9.9
|
%
|
East Europe
|
3,292
|
|
3,452
|
|
(160
|
)
|
(4.6
|
)%
|
West Europe
|
13,211
|
|
12,533
|
|
678
|
|
5.4
|
%
|
Total
|
20,132
|
|
19,288
|
|
844
|
|
4.4
|
%
|
North American Production
|
Year Ended October 31,
|
|||||||
|
2014
|
2013
|
Increase
|
% Increase
|
||||
|
(Number of Vehicles in Thousands)
|
|||||||
Chrysler, Ford and GM
|
9,081
|
|
8,780
|
|
301
|
|
3.4
|
%
|
Asian OEM's
|
6,402
|
|
6,018
|
|
384
|
|
6.4
|
%
|
Other OEM's
|
1,361
|
|
1,288
|
|
73
|
|
5.7
|
%
|
Total
|
16,844
|
|
16,086
|
|
758
|
|
4.7
|
%
|
Twelve Months Ending October 31,
|
|
Credit Agreement
|
|
Equipment Security Note
|
|
Capital Lease Obligations
|
|
Other Debt
|
|
Total
|
||||||||||
2015
|
|
$
|
—
|
|
|
$
|
489
|
|
|
$
|
861
|
|
|
$
|
568
|
|
|
$
|
1,918
|
|
2016
|
|
—
|
|
|
501
|
|
|
906
|
|
|
—
|
|
|
1,407
|
|
|||||
2017
|
|
—
|
|
|
513
|
|
|
942
|
|
|
—
|
|
|
1,455
|
|
|||||
2018
|
|
—
|
|
|
482
|
|
|
980
|
|
|
—
|
|
|
1,462
|
|
|||||
2019
|
|
260,500
|
|
|
—
|
|
|
684
|
|
|
—
|
|
|
261,184
|
|
|||||
Thereafter
|
|
—
|
|
|
—
|
|
|
2,594
|
|
|
—
|
|
|
2,594
|
|
|||||
Total
|
|
$
|
260,500
|
|
|
$
|
1,985
|
|
|
$
|
6,967
|
|
|
$
|
568
|
|
|
$
|
270,020
|
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data.
|
INDEX TO FINANCIAL STATEMENTS
|
||||
|
|
|
|
|
|
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|
Page
|
|
|
|
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|
|
October 31,
|
||||||
|
|
2014
|
|
2013
|
||||
ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
12,014
|
|
|
$
|
398
|
|
Investment in marketable securities
|
|
1,045
|
|
|
—
|
|
||
Accounts receivable, net
|
|
171,242
|
|
|
116,837
|
|
||
Related-party accounts receivable
|
|
533
|
|
|
673
|
|
||
Prepaid income taxes
|
|
2,142
|
|
|
—
|
|
||
Inventories, net
|
|
91,303
|
|
|
42,924
|
|
||
Deferred income taxes
|
|
3,496
|
|
|
2,829
|
|
||
Prepaid expenses
|
|
11,987
|
|
|
3,095
|
|
||
Other assets
|
|
—
|
|
|
23
|
|
||
Total current assets
|
|
293,762
|
|
|
166,779
|
|
||
Property, plant and equipment, net
|
|
274,828
|
|
|
197,874
|
|
||
Goodwill
|
|
30,887
|
|
|
6,768
|
|
||
Intangible assets, net
|
|
21,998
|
|
|
17,605
|
|
||
Deferred income taxes
|
|
2,605
|
|
|
—
|
|
||
Other assets
|
|
5,445
|
|
|
2,927
|
|
||
Total assets
|
|
$
|
629,525
|
|
|
$
|
391,953
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Current debt
|
|
$
|
1,918
|
|
|
$
|
882
|
|
Accounts payable
|
|
146,478
|
|
|
87,977
|
|
||
Other accrued expenses
|
|
41,336
|
|
|
26,416
|
|
||
Accrued income taxes
|
|
—
|
|
|
1,666
|
|
||
Total current liabilities
|
|
189,732
|
|
|
116,941
|
|
||
Long-term debt
|
|
268,102
|
|
|
119,384
|
|
||
Long-term benefit liabilities
|
|
19,951
|
|
|
21,287
|
|
||
Deferred income taxes
|
|
2,739
|
|
|
969
|
|
||
Interest rate swap agreement
|
|
2,510
|
|
|
—
|
|
||
Other liabilities
|
|
1,972
|
|
|
2,223
|
|
||
Total liabilities
|
|
485,006
|
|
|
260,804
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at October 31, 2014 and October 31, 2013, respectively
|
|
—
|
|
|
—
|
|
||
Common stock, par value $.01 per share; 25,000,000 shares authorized; 17,214,284 and 17,031,316 shares issued and outstanding at October 31, 2014 and October 31, 2013, respectively
|
|
172
|
|
|
170
|
|
||
Paid-in capital
|
|
68,035
|
|
|
66,312
|
|
||
Retained earnings
|
|
113,193
|
|
|
90,749
|
|
||
Accumulated other comprehensive loss, net
|
|
(36,881
|
)
|
|
(26,082
|
)
|
||
Total stockholders’ equity
|
|
144,519
|
|
|
131,149
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
629,525
|
|
|
$
|
391,953
|
|
|
|
Years Ended
|
||||||
|
|
October 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Net revenues
|
|
$
|
878,744
|
|
|
$
|
700,186
|
|
Cost of sales
|
|
799,143
|
|
|
633,034
|
|
||
Gross profit
|
|
79,601
|
|
|
67,152
|
|
||
Selling, general and administrative expenses
|
|
50,207
|
|
|
31,181
|
|
||
Amortization of intangible assets
|
|
2,255
|
|
|
1,349
|
|
||
Asset impairment (recovery), net
|
|
(4,026
|
)
|
|
18
|
|
||
Operating income
|
|
31,165
|
|
|
34,604
|
|
||
Interest expense
|
|
4,503
|
|
|
2,600
|
|
||
Interest income
|
|
(25
|
)
|
|
(32
|
)
|
||
Gain on bargain purchase
|
|
—
|
|
|
(228
|
)
|
||
Other (income) expense, net
|
|
(504
|
)
|
|
89
|
|
||
Income before income taxes
|
|
27,191
|
|
|
32,175
|
|
||
Provision for income taxes
|
|
4,747
|
|
|
10,605
|
|
||
Net income
|
|
$
|
22,444
|
|
|
$
|
21,570
|
|
Earnings per share:
|
|
|
|
|
||||
Basic earnings per share
|
|
$
|
1.31
|
|
|
$
|
1.27
|
|
Basic weighted average number of common shares
|
|
17,145
|
|
|
16,982
|
|
||
Diluted earnings per share
|
|
$
|
1.30
|
|
|
$
|
1.27
|
|
Diluted weighted average number of common shares
|
|
17,215
|
|
|
17,030
|
|
|
|
|
|
|
Years Ended
|
|
||||||
|
|
|
|
|
October 31,
|
|
||||||
|
|
|
|
|
2014
|
|
2013
|
|
||||
Net Income
|
|
$
|
22,444
|
|
|
$
|
21,570
|
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
|||||||
|
Defined benefit pension plans & other postretirement benefits
|
|
|
|
|
|
||||||
|
|
|
Recognized gain
|
|
967
|
|
|
5,684
|
|
|
||
|
|
|
Actuarial net gain
|
|
1,352
|
|
|
1,441
|
|
|
||
|
|
|
Asset net (loss) gain
|
|
(4,391
|
)
|
|
1,102
|
|
|
||
|
|
|
Income taxes
|
|
783
|
|
|
(2,998
|
)
|
|
||
|
|
Total defined benefit pension plans & other post retirement benefits
|
|
(1,289
|
)
|
|
5,229
|
|
|
|||
|
Marketable securities:
|
|
|
|
|
|
||||||
|
|
|
Unrealized gain on marketable securities
|
|
518
|
|
|
—
|
|
|
||
|
|
|
Income taxes on marketable securities
|
|
(53
|
)
|
|
—
|
|
|
||
|
|
|
Reclassification adjustments for gain on marketable securities included in net income
|
|
(365
|
)
|
|
—
|
|
|
||
|
|
Total marketable securities, net of tax
|
|
100
|
|
|
—
|
|
|
|||
|
Derivatives and hedging:
|
|
|
|
|
|
||||||
|
|
|
Unrealized loss on interest rate swap agreements
|
|
(2,510
|
)
|
|
—
|
|
|
||
|
|
|
Income taxes on interest rate swap agreements
|
|
952
|
|
|
—
|
|
|
||
|
|
Change in fair value of derivative instruments, net of tax
|
|
(1,558
|
)
|
|
—
|
|
|
|||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
|
|
|
Foreign currency translation loss
|
|
(8,052
|
)
|
|
—
|
|
|
||
|
|
|
Income taxes on foreign currency translation
|
|
—
|
|
|
—
|
|
|
||
|
|
Unrealized loss on foreign currency translation, net of tax
|
|
(8,052
|
)
|
|
—
|
|
|
|||
Comprehensive income, net
|
|
$
|
11,645
|
|
|
$
|
26,799
|
|
|
|
|
Years Ended
October 31,
|
||||||
|
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
22,444
|
|
|
$
|
21,570
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
27,893
|
|
|
20,878
|
|
||
Amortization of deferred financing costs
|
|
807
|
|
|
338
|
|
||
Asset recovery
|
|
(4,026
|
)
|
|
18
|
|
||
Bargain purchase gain
|
|
—
|
|
|
(228
|
)
|
||
Deferred income taxes
|
|
843
|
|
|
589
|
|
||
Stock-based compensation expense
|
|
579
|
|
|
738
|
|
||
Gain on sale of assets
|
|
(806
|
)
|
|
(1
|
)
|
||
Gain on sale of marketable securities
|
|
(365
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(10,444
|
)
|
|
(28,098
|
)
|
||
Inventories
|
|
(6,150
|
)
|
|
7,162
|
|
||
Prepaids and other assets
|
|
403
|
|
|
110
|
|
||
Payables and other liabilities
|
|
3,327
|
|
|
12,802
|
|
||
Accrued income taxes
|
|
(4,922
|
)
|
|
2,935
|
|
||
Net cash provided by operating activities
|
|
29,583
|
|
|
38,813
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Capital expenditures
|
|
(40,158
|
)
|
|
(27,441
|
)
|
||
Investment in marketable securities
|
|
(2,000
|
)
|
|
—
|
|
||
Acquisitions, net of cash acquired
|
|
(124,544
|
)
|
|
(104,470
|
)
|
||
Proceeds from sale of assets
|
|
5,762
|
|
|
518
|
|
||
Proceeds from sale of marketable securities
|
|
967
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(159,973
|
)
|
|
(131,393
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Payment of dividends
|
|
—
|
|
|
(4,246
|
)
|
||
Payment of capital leases
|
|
(382
|
)
|
|
—
|
|
||
Proceeds from long-term borrowings
|
|
182,500
|
|
|
123,250
|
|
||
Repayments of long-term borrowings
|
|
(39,877
|
)
|
|
(24,539
|
)
|
||
Payment of deferred financing costs
|
|
(776
|
)
|
|
(1,963
|
)
|
||
Proceeds from exercise of stock options
|
|
1,061
|
|
|
302
|
|
||
Net cash provided by financing activities
|
|
142,526
|
|
|
92,804
|
|
||
Effect of foreign currency exchange rate fluctuations on cash
|
|
(520
|
)
|
|
—
|
|
||
Net increase in cash and cash equivalents
|
|
11,616
|
|
|
224
|
|
||
Cash and cash equivalents at beginning of period
|
|
398
|
|
|
174
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
12,014
|
|
|
$
|
398
|
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
3,862
|
|
|
$
|
2,237
|
|
Cash paid for income taxes
|
|
$
|
7,995
|
|
|
$
|
7,111
|
|
|
|
|
|
|
||||
Non-cash Investing and Financing Activities:
|
|
|
|
|
||||
Equipment acquired under capital lease
|
|
$
|
7,639
|
|
|
$
|
—
|
|
|
Common Stock ($.01 Par Value)
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
November 1, 2012
|
$
|
169
|
|
|
$
|
65,120
|
|
|
$
|
73,425
|
|
|
$
|
(31,311
|
)
|
|
$
|
107,403
|
|
Net income
|
—
|
|
|
—
|
|
|
21,570
|
|
|
—
|
|
|
21,570
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
5,229
|
|
|
5,229
|
|
|||||
Payment of dividends
|
—
|
|
|
—
|
|
|
(4,246
|
)
|
|
—
|
|
|
(4,246
|
)
|
|||||
Exercise of stock options
|
1
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
738
|
|
|
—
|
|
|
—
|
|
|
738
|
|
|||||
Tax benefit on stock options
|
—
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|||||
October 31, 2013
|
$
|
170
|
|
|
$
|
66,312
|
|
|
$
|
90,749
|
|
|
$
|
(26,082
|
)
|
|
$
|
131,149
|
|
Net income
|
—
|
|
|
—
|
|
|
22,444
|
|
|
—
|
|
|
22,444
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,799
|
)
|
|
(10,799
|
)
|
|||||
Exercise of stock options
|
2
|
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
1,061
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
579
|
|
|
—
|
|
|
—
|
|
|
579
|
|
|||||
Tax benefit on stock options
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|||||
October 31, 2014
|
$
|
172
|
|
|
$
|
68,035
|
|
|
$
|
113,193
|
|
|
$
|
(36,881
|
)
|
|
$
|
144,519
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
75
|
|
Accounts receivable
|
|
14,374
|
|
|
Inventory
|
|
15,630
|
|
|
Prepaid assets and other
|
|
95
|
|
|
Property, plant and equipment
|
|
26,612
|
|
|
Goodwill
|
|
13,753
|
|
|
Intangible assets
|
|
5,620
|
|
|
Accounts payable and other
|
|
(18,285
|
)
|
|
Net assets acquired
|
|
$
|
57,874
|
|
Radar Results of Operations
|
From October 1, 2014 - October 31, 2014
|
Revenue
|
$17,319
|
Net Income
|
$1,089
|
Cash and cash equivalents
|
|
$
|
6,222
|
|
Accounts receivable
|
|
29,744
|
|
|
Inventory
|
|
26,858
|
|
|
Prepaid expenses
|
|
3,681
|
|
|
Property, plant and equipment
|
|
35,408
|
|
|
Goodwill
|
|
7,804
|
|
|
Intangible assets
|
|
1,136
|
|
|
Other non-current assets
|
|
3,830
|
|
|
Accounts payable and other
|
|
(36,416
|
)
|
|
Long term liabilities
|
|
(5,649
|
)
|
|
Net assets acquired
|
|
$
|
72,618
|
|
Finnveden Results of Operations
|
From July 1, 2014 - October 31, 2014
|
Revenue
|
$49,060
|
Net loss
|
$(1,020)
|
Cash and cash equivalents
|
|
$
|
455
|
|
Accounts receivable
|
|
9,195
|
|
|
Inventory
|
|
2,711
|
|
|
Prepaid assets and other
|
|
1,851
|
|
|
Property, plant and equipment
|
|
26,100
|
|
|
Goodwill
|
|
5,492
|
|
|
Intangible assets
|
|
16,056
|
|
|
Other non-current assets
|
|
67
|
|
|
Accounts payable and other
|
|
(5,537
|
)
|
|
Net assets acquired
|
|
$
|
56,390
|
|
|
|
|
||
Accounts receivable
|
|
$
|
2,126
|
|
Inventory
|
|
1,529
|
|
|
Prepaid assets and other
|
|
170
|
|
|
Property, plant and equipment
|
|
36,976
|
|
|
Goodwill
|
|
4,605
|
|
|
Intangible Assets
|
|
2,898
|
|
|
Accounts payable and other
|
|
(5,768
|
)
|
|
Net assets acquired
|
|
$
|
42,536
|
|
|
|
(Unaudited)
|
||||||
Pro forma consolidated results
|
|
Years Ended October 31,
|
||||||
(in thousands, except for per share data):
|
|
2014
|
|
2013
|
||||
Revenue
|
|
$
|
1,137,126
|
|
|
$
|
997,574
|
|
Net income
|
|
$
|
24,811
|
|
|
$
|
27,821
|
|
Basic earnings per share
|
|
$
|
1.45
|
|
|
$
|
1.64
|
|
Diluted earnings per share
|
|
$
|
1.44
|
|
|
$
|
1.63
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
Raw materials
|
$
|
36,417
|
|
|
$
|
16,827
|
|
Work-in-process
|
12,044
|
|
|
7,742
|
|
||
Finished goods
|
13,382
|
|
|
9,573
|
|
||
Total material
|
61,843
|
|
|
34,142
|
|
||
Tooling
|
29,460
|
|
|
8,782
|
|
||
Total inventories
|
$
|
91,303
|
|
|
$
|
42,924
|
|
|
|
|
|
October 31,
|
||||||
|
|
|
|
2014
|
|
2013
|
||||
Other assets consist of the following:
|
|
|
|
|
||||||
|
Deferred financing costs, net
|
|
$
|
2,280
|
|
|
$
|
2,311
|
|
|
|
Tooling for customers
|
|
2,642
|
|
|
—
|
|
|||
|
Other
|
|
523
|
|
|
616
|
|
|||
|
|
Total
|
|
$
|
5,445
|
|
|
$
|
2,927
|
|
|
|
|
|
|
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
Land and improvements
|
$
|
11,452
|
|
|
$
|
11,050
|
|
Buildings and improvements
|
117,776
|
|
|
109,977
|
|
||
Machinery and equipment
|
455,482
|
|
|
411,847
|
|
||
Furniture and fixtures
|
11,161
|
|
|
11,568
|
|
||
Construction in progress
|
52,345
|
|
|
28,982
|
|
||
Total, at cost
|
648,216
|
|
|
573,424
|
|
||
Less: Accumulated depreciation
|
373,388
|
|
|
375,550
|
|
||
Property, plant and equipment, net
|
$274,828
|
|
$197,874
|
|
October 31,
|
|||||
|
2014
|
|
2013
|
|||
Leased Property:
|
|
|
|
|||
Machinery and equipment
|
$7,639
|
|
$
|
—
|
|
|
Less: Accumulated depreciation
|
367
|
|
|
$
|
—
|
|
Leased property, net
|
$7,272
|
|
$
|
—
|
|
Twelve Months Ending October 31,
|
|
|
2015
|
$1,096
|
|
2016
|
1,096
|
|
2017
|
1,096
|
|
2018
|
1,096
|
|
2019
|
814
|
|
Thereafter
|
2,660
|
|
|
7,858
|
|
Less amount representing interest ranging from 3.05% to 3.77%
|
891
|
|
Total obligations under capital leases
|
$6,967
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
Credit Agreement —interest at 2.15% and 1.95% at October 31, 2014 and October 31, 2013, respectively
|
$
|
260,500
|
|
|
$
|
117,400
|
|
Equipment security note
|
1,985
|
|
|
2,461
|
|
||
Capital lease obligations
|
6,967
|
|
|
—
|
|
||
Insurance broker financing agreement
|
568
|
|
|
405
|
|
||
Total debt
|
270,020
|
|
|
120,266
|
|
||
Less: Current debt
|
1,918
|
|
|
882
|
|
||
Total long-term debt
|
$
|
268,102
|
|
|
$
|
119,384
|
|
Twelve Months Ending October 31,
|
|
Credit Agreement
|
|
Equipment Security Note
|
|
Capital Lease Obligations
|
|
Other Debt
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
—
|
|
|
$
|
489
|
|
|
$
|
861
|
|
|
$
|
568
|
|
|
$
|
1,918
|
|
2016
|
|
—
|
|
|
501
|
|
|
906
|
|
|
—
|
|
|
1,407
|
|
|||||
2017
|
|
—
|
|
|
513
|
|
|
942
|
|
|
—
|
|
|
1,455
|
|
|||||
2018
|
|
—
|
|
|
482
|
|
|
980
|
|
|
—
|
|
|
1,462
|
|
|||||
2019
|
|
260,500
|
|
|
—
|
|
|
684
|
|
|
—
|
|
|
261,184
|
|
|||||
Thereafter
|
|
—
|
|
|
—
|
|
|
2,594
|
|
|
—
|
|
|
2,594
|
|
|||||
Total
|
|
$
|
260,500
|
|
|
$
|
1,985
|
|
|
$
|
6,967
|
|
|
$
|
568
|
|
|
$
|
270,020
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance October 31, 2012
|
|
$
|
—
|
|
|
|
Acquisitions
|
|
6,768
|
|
|
|
Divestitures
|
|
—
|
|
|
|
Foreign currency translation and other
|
|
—
|
|
|
Balance October 31, 2013
|
|
6,768
|
|
||
|
Acquisitions, including adjustments on prior year acquisitions
|
|
24,887
|
|
|
|
Divestitures
|
|
—
|
|
|
|
Foreign currency translation and other
|
|
(768
|
)
|
|
Balance October 31, 2014
|
|
$
|
30,887
|
|
|
|
Customer Relationships
|
Developed Technology
|
Non-Compete
|
Trade Name
|
Trademark
|
Total
|
||||||||||||
Balance October 31, 2012
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Acquisitions
|
13,462
|
|
2,707
|
|
744
|
|
1,875
|
|
166
|
|
18,954
|
|
||||||
|
Amortization expense
|
(771
|
)
|
(136
|
)
|
(310
|
)
|
(128
|
)
|
(4
|
)
|
(1,349
|
)
|
||||||
|
Foreign currency translation and other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Balance October 31, 2013
|
12,691
|
|
2,571
|
|
434
|
|
1,747
|
|
162
|
|
17,605
|
|
|||||||
|
Acquisitions
|
4,456
|
|
2,300
|
|
—
|
|
—
|
|
—
|
|
6,756
|
|
||||||
|
Amortization expense
|
(1,183
|
)
|
(560
|
)
|
(372
|
)
|
(123
|
)
|
(17
|
)
|
(2,255
|
)
|
||||||
|
Foreign currency translation and other
|
(108
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(108
|
)
|
||||||
Balance October 31, 2014
|
$
|
15,856
|
|
$
|
4,311
|
|
$
|
62
|
|
$
|
1,624
|
|
$
|
145
|
|
$
|
21,998
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
October 31, 2014
|
|||||||||||||||||
|
|
Useful Life
|
|
Cost
|
|
Accumulated Amortization
|
|
Foreign Currency Adjustment
|
|
Net
|
||||||||
|
Trade Name (Albany-Chicago)
|
15 years
|
|
$
|
1,850
|
|
|
$
|
(226
|
)
|
|
$
|
—
|
|
|
$
|
1,624
|
|
|
Non-compete (Albany-Chicago)
|
2 years
|
|
744
|
|
|
(682
|
)
|
|
—
|
|
|
62
|
|
||||
|
Customer Relationships (Albany-Chicago)
|
13 years
|
|
13,462
|
|
|
(1,898
|
)
|
|
—
|
|
|
11,564
|
|
||||
|
Trade Name (Contech)
|
0.25 years
|
|
25
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
||||
|
Trademark (Contech)
|
10 years
|
|
166
|
|
|
(21
|
)
|
|
—
|
|
|
145
|
|
||||
|
Developed Technology (Contech)
|
5 years
|
|
2,707
|
|
|
(677
|
)
|
|
—
|
|
|
2,030
|
|
||||
|
Customer Relationships (FMS)
|
10 years
|
|
1,136
|
|
|
(36
|
)
|
|
(108
|
)
|
|
992
|
|
||||
|
Customer Relationships (Radar)
|
14 years
|
|
3,320
|
|
|
(20
|
)
|
|
—
|
|
|
3,300
|
|
||||
|
EPTC Technology (Radar)
|
10 years
|
|
2,300
|
|
|
(19
|
)
|
|
—
|
|
|
2,281
|
|
||||
|
Total intangible assets
|
|
|
$
|
25,710
|
|
|
$
|
(3,604
|
)
|
|
(108
|
)
|
|
$
|
21,998
|
|
|
|
|
|
|
|
|
|
|
||||||
|
October 31, 2013
|
|||||||||||||
|
|
Useful Life
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
|
Trade Name (Albany-Chicago)
|
15 years
|
|
$
|
1,850
|
|
|
$
|
(103
|
)
|
|
$
|
1,747
|
|
|
Non-compete (Albany-Chicago)
|
2 years
|
|
744
|
|
|
(310
|
)
|
|
434
|
|
|||
|
Customer Relationships (Albany-Chicago)
|
13 years
|
|
13,462
|
|
|
(771
|
)
|
|
12,691
|
|
|||
|
Trade Name (Contech)
|
0.25 years
|
|
25
|
|
|
(25
|
)
|
|
—
|
|
|||
|
Trademark (Contech)
|
10 years
|
|
166
|
|
|
(4
|
)
|
|
162
|
|
|||
|
Developed Technology (Contech)
|
5 years
|
|
2,707
|
|
|
(136
|
)
|
|
2,571
|
|
|||
|
Total intangible assets
|
|
|
18,954
|
|
|
(1,349
|
)
|
|
17,605
|
|
2015
|
|
$
|
2,349
|
|
2016
|
|
2,287
|
|
|
2017
|
|
2,287
|
|
|
2018
|
|
2,151
|
|
|
2019
|
|
1,745
|
|
|
Thereafter
|
|
11,179
|
|
|
|
|
$
|
21,998
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
(85,128
|
)
|
|
$
|
(88,665
|
)
|
|
$
|
(894
|
)
|
|
$
|
(940
|
)
|
Interest cost
|
(3,749
|
)
|
|
(3,260
|
)
|
|
(38
|
)
|
|
(34
|
)
|
||||
Settlements
|
—
|
|
|
2,271
|
|
|
—
|
|
|
—
|
|
||||
Actuarial gain (loss)
|
(4,388
|
)
|
|
835
|
|
|
277
|
|
|
45
|
|
||||
Benefits paid
|
4,675
|
|
|
3,691
|
|
|
16
|
|
|
35
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at end of year
|
(88,590
|
)
|
|
(85,128
|
)
|
|
(639
|
)
|
|
(894
|
)
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
60,956
|
|
|
53,230
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
5,206
|
|
|
8,542
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
4,374
|
|
|
5,146
|
|
|
16
|
|
|
35
|
|
||||
Settlement
|
—
|
|
|
(2,271
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(4,675
|
)
|
|
(3,691
|
)
|
|
(16
|
)
|
|
(35
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at end of year
|
65,861
|
|
|
60,956
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded status, benefit obligations in excess of plan assets
|
$
|
(22,729
|
)
|
|
$
|
(24,172
|
)
|
|
$
|
(639
|
)
|
|
$
|
(894
|
)
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Other accrued expenses
|
$
|
(3,910
|
)
|
|
$
|
(3,650
|
)
|
|
$
|
(62
|
)
|
|
$
|
(99
|
)
|
Long-term benefit liabilities
|
(18,819
|
)
|
|
(20,522
|
)
|
|
(577
|
)
|
|
(795
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
(22,729
|
)
|
|
$
|
(24,172
|
)
|
|
$
|
(639
|
)
|
|
$
|
(894
|
)
|
|
|
|
|
|
|
|
|
Components of Net Periodic Benefit Cost U.S. Plans
|
|
|
|
|
|
|
|
||||||||
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest cost
|
$
|
3,749
|
|
|
$
|
3,260
|
|
|
$
|
38
|
|
|
$
|
34
|
|
Expected return on plan assets
|
(4,281
|
)
|
|
(3,735
|
)
|
|
—
|
|
|
—
|
|
||||
Settlement
|
—
|
|
|
1,102
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss
|
1,074
|
|
|
1,392
|
|
|
41
|
|
|
48
|
|
||||
Net periodic benefit cost
|
$
|
542
|
|
|
$
|
2,019
|
|
|
$
|
79
|
|
|
$
|
82
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
Amortization of net actuarial loss
|
$1,186
|
|
$28
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
43,669
|
|
|
$
|
41,280
|
|
|
$
|
361
|
|
|
$
|
679
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income
|
$
|
43,669
|
|
|
$
|
41,280
|
|
|
$
|
361
|
|
|
$
|
679
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Increase (decrease) in minimum liability included in other comprehensive income
|
$
|
(2,390
|
)
|
|
$
|
8,135
|
|
|
$
|
318
|
|
|
$
|
93
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used
to determine benefit obligations at October 31
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||
Discount rate
|
|
4.00
|
%
|
|
4.50
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||
Weighted-average assumptions used to determine net
periodic benefit costs for years ended October 31
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
Expected long-term return on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
—
|
|
|
—
|
|
|
October 31,
|
||
Assumed health care trend rates
|
2014
|
|
2013
|
Health care cost trend rate assumed for next year
|
7.0%
|
|
7.0%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
6.5%
|
|
6.5%
|
Year that the rate reaches the ultimate trend rate
|
2015
|
|
2015
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
Effect on total of service and interest cost components
|
$5
|
|
$(6)
|
Effect on post retirement obligation
|
$59
|
|
$(51)
|
|
Target
Allocation
Percentage
|
Plan Assets at October 31,
|
||
2014
|
|
2013
|
||
Asset Category
|
|
|
|
|
Equity securities
|
0-70%
|
59%
|
|
60%
|
Debt securities
|
0-70%
|
35%
|
|
34%
|
Real estate
|
0-10%
|
6%
|
|
6%
|
|
|
|
|
|
Total
|
|
100%
|
|
100%
|
|
|
|
|
|
•
|
Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
•
|
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
|
•
|
Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).
|
|
|
|
|
Fair Value Measurements
|
|
Fair Value Measurements
|
|
|
||||||||||||
|
|
|
|
at October 31, 2014 Using
|
|
at October 31, 2013 Using
|
|
|
||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Plans
|
|
|
|
|
|
Valuation Technique
|
||||||||||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Large U.S. Equity
|
|
$
|
10,012
|
|
|
$
|
13,368
|
|
|
$
|
9,289
|
|
|
$
|
12,344
|
|
|
Market
|
|
|
Small/Mid U.S. Equity
|
|
6,079
|
|
|
2,670
|
|
|
5,488
|
|
2,437
|
|
Market
|
||||||
|
|
International Equity
|
|
6,611
|
|
|
—
|
|
|
7,316
|
|
—
|
|
|
Market
|
|||||
|
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Government
|
|
—
|
|
|
284
|
|
|
—
|
|
|
278
|
|
Market
|
|||||
|
|
Corporate
|
|
16,162
|
|
|
6,788
|
|
|
13,933
|
|
6,270
|
|
Cost
|
||||||
|
Real Estate (Primarily Commercial)
|
|
—
|
|
|
3,887
|
|
|
—
|
|
|
3,600
|
|
|
Market
|
|||||
Total Investments
|
|
$
|
38,864
|
|
|
$
|
26,997
|
|
|
$
|
36,026
|
|
|
$
|
24,929
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Insurance Contracts
|
|
$
|
510
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
2015
|
|
$
|
3,910
|
|
|
|
|
$
|
62
|
|
|
2016
|
|
3,750
|
|
|
|
|
66
|
|
|
||
2017
|
|
4,120
|
|
|
|
|
52
|
|
|
||
2018
|
|
3,920
|
|
|
|
|
45
|
|
|
||
2019
|
|
4,500
|
|
|
|
|
46
|
|
|
||
2020-2024
|
|
24,440
|
|
|
|
|
193
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Asset (Liability)
|
|
Level 2
|
|
Valuation Technique
|
||||
October 31, 2013:
|
|
|
|
|
|
|
||||
Interest Rate Swap Contracts
|
|
—
|
|
|
—
|
|
|
Income Approach
|
||
October 31, 2014:
|
|
|
|
|
|
|
||||
Interest Rate Swap Contracts
|
|
$
|
(2,510
|
)
|
|
$
|
(2,510
|
)
|
|
Income Approach
|
|
|
Asset
|
|
Level 3
|
|
Valuation Technique
|
||||
October 31, 2013:
|
|
|
|
|
|
|
||||
Goodwill
|
|
$
|
6,768
|
|
|
$
|
6,768
|
|
|
Income Approach
|
Intangible Assets
|
|
18,954
|
|
|
18,954
|
|
|
Income Approach
|
||
October 31, 2014:
|
|
|
|
|
|
|
||||
Goodwill
|
|
24,887
|
|
|
24,887
|
|
|
Income Approach
|
||
Intangible Assets
|
|
$
|
6,756
|
|
|
$
|
6,756
|
|
|
Income Approach
|
|
Years Ended October 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income available to common stockholders
|
$
|
22,444
|
|
|
$
|
21,570
|
|
|
|
|
|
|
|
||
Basic weighted average shares
|
17,145
|
|
|
16,982
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options
|
70
|
|
|
48
|
|
||
|
|
|
|
||||
Diluted weighted average shares
|
17,215
|
|
|
17,030
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
1.31
|
|
|
$
|
1.27
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
1.30
|
|
|
$
|
1.27
|
|
|
Number of Shares Under Option
|
|
Weighted Average Option Price
|
|||||
|
|
|
|
|
|
|||
Outstanding at
|
November 1, 2012
|
|
362,085
|
|
|
$9.99
|
||
|
Granted
|
|
—
|
|
|
—
|
|
|
|
Exercised
|
|
(47,804
|
)
|
|
$6.28
|
||
|
Canceled
|
|
(78,147
|
)
|
|
$12.45
|
||
Outstanding at
|
October 31, 2013
|
|
236,134
|
|
|
$9.93
|
||
|
Granted
|
|
—
|
|
|
$0.00
|
||
|
Exercised
|
|
(100,468
|
)
|
|
$10.55
|
||
|
Canceled
|
|
(12,333
|
)
|
|
$7.19
|
||
Outstanding at
|
October 31, 2014
|
|
123,333
|
|
|
$9.69
|
||
|
|
|
|
|
|
Exercise Prices
|
|
Options Outstanding
|
|
Exercise Price of Options Outstanding and Options Exercisable
|
|
Options Exercisable
|
|
Weighted Average Remaining Contractual Life
|
|||
$13.06
|
|
6,000
|
|
|
$13.06
|
|
6,000
|
|
|
.99
|
|
$14.74
|
|
16,000
|
|
|
$14.74
|
|
16,000
|
|
|
2.54
|
|
$2.11
|
|
9,000
|
|
|
$2.11
|
|
9,000
|
|
|
4.12
|
|
$5.30
|
|
25,333
|
|
|
$5.30
|
|
25,333
|
|
|
4.78
|
|
$12.04
|
|
47,000
|
|
|
$12.04
|
|
47,000
|
|
|
6.11
|
|
$8.10
|
|
20,000
|
|
|
$8.10
|
|
8,500
|
|
|
7.15
|
|
|
|
|
|
|
|
|
|
|
|||
Totals
|
|
123,333
|
|
|
|
|
111,833
|
|
|
|
Non-vested Options
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
|
|
|
|
|
|
||
Non-vested at
|
November 1, 2012
|
|
136,500
|
|
|
$10.46
|
|
|
Granted
|
|
—
|
|
|
$0.00
|
|
|
Vested
|
|
(58,828
|
)
|
|
$10.84
|
|
|
Forfeited
|
|
(21,001
|
)
|
|
$10.32
|
|
Non-vested at
|
October 31, 2013
|
|
56,671
|
|
|
$10.12
|
|
|
Granted
|
|
—
|
|
|
$0.00
|
|
|
Vested
|
|
(42,838
|
)
|
|
$8.10
|
|
|
Forfeited
|
|
(5,333
|
)
|
|
$8.10
|
|
Non-vested at
|
October 31, 2014
|
|
8,500
|
|
|
$8.10
|
|
Incentive Bonus Plans
|
|
|
|
|
|
||||
|
|
Years Ended October 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Domestic
|
|
$
|
28,200
|
|
|
$
|
30,814
|
|
Foreign
|
|
(1,009
|
)
|
|
1,361
|
|
||
|
|
|
|
|
|
|
||
Total
|
|
$
|
27,191
|
|
|
$
|
32,175
|
|
|
|
Years Ended October 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|||||
|
Accrued compensation and benefits
|
$
|
1,524
|
|
|
$
|
1,255
|
|
|
Inventory
|
886
|
|
|
662
|
|||
|
State depreciation adjustments and loss carryforwards
|
1,739
|
|
|
1,266
|
|||
|
Pension obligations and post retirement benefits
|
7,766
|
|
|
8,255
|
|||
|
Foreign net operating loss
|
2,626
|
|
|
1,153
|
|||
|
Tax credits in foreign countries
|
—
|
|
|
573
|
|||
|
Other accruals, reserves and tax credits
|
3,032
|
|
|
2,806
|
|||
|
Goodwill and intangible amortization
|
9,414
|
|
3,304
|
||||
|
Foreign currency translation
|
24
|
|
—
|
|
|||
|
Interest rate swap
|
952
|
|
—
|
|
|||
|
|
|
|
|
||||
Total deferred tax assets
|
27,963
|
|
|
19,274
|
|
|||
Less: Valuation allowance
|
(3,630)
|
|
|
(4,014)
|
||||
|
|
|
|
|
||||
Total deferred tax assets
|
24,333
|
|
|
15,260
|
|
|||
Deferred tax liabilities:
|
|
|
|
|||||
|
Fixed assets
|
(20,193)
|
|
|
(12,828)
|
|||
|
Prepaid expenses and other
|
(778)
|
|
|
(572)
|
|||
|
|
|
|
|
||||
Net deferred tax asset
|
$
|
3,362
|
|
|
$
|
1,860
|
|
|
|
|
|
|
|
||||
Change in net deferred tax asset:
|
|
|
|
|||||
|
Provision for deferred taxes
|
$
|
(779
|
)
|
|
$
|
(579
|
)
|
Purchase accounting adjustments
|
663
|
|
|
—
|
|
|||
Unrecognized tax benefit adjustments
|
(64
|
)
|
|
(10
|
)
|
|||
Components of other comprehensive income:
|
|
|
|
|||||
|
Pension and post retirement benefits
|
783
|
|
|
(2,998
|
)
|
||
|
Velocys investment
|
(53
|
)
|
|
—
|
|
||
|
Interest rate swap
|
952
|
|
|
—
|
|
||
|
Total change in net deferred tax asset
|
$
|
1,502
|
|
|
$
|
(3,587
|
)
|
|
Years Ended October 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
1,183
|
|
|
$
|
1,247
|
|
Additions based on tax positions related to the current year
|
35
|
|
|
54
|
|
||
Reductions based on tax positions related to the current year
|
(5
|
)
|
|
—
|
|
||
Reductions for tax positions of prior years
|
(3
|
)
|
|
(61
|
)
|
||
Reductions as result of lapse of applicable statute of limitations
|
(142
|
)
|
|
(57
|
)
|
||
|
|
|
|
||||
Balance at end of year
|
$
|
1,068
|
|
|
$
|
1,183
|
|
|
|
|
|
|
|
|
|
||
|
Years Ended October 31,
|
||||
|
2014
|
|
2013
|
||
Federal income tax at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
0.7
|
|
|
3.5
|
|
Valuation allowance change
|
(6.6
|
)
|
|
(1.7
|
)
|
Domestic tax credits
|
(0.8
|
)
|
|
(0.8
|
)
|
Domestic production activities deduction
|
(2.8
|
)
|
|
(2.9
|
)
|
Foreign operations
|
(1.8
|
)
|
|
0.9
|
|
Stock option expense
|
—
|
|
|
0.2
|
|
Adjustment of uncertain tax positions
|
(0.7
|
)
|
|
(0.1
|
)
|
Revisions to prior period research and development tax credit calculations
|
(9.1
|
)
|
|
—
|
|
Revisions to prior period estimated income tax calculations
|
(0.3
|
)
|
|
(1.4
|
)
|
Change in legislation - Mexico
|
2.1
|
|
|
—
|
|
Other
|
1.8
|
|
|
0.3
|
|
|
|
|
|
||
Effective income tax rate
|
17.5
|
%
|
|
33.0
|
%
|
|
|
|
Pension and Post Retirement Plan Liability
|
|
Marketable Securities Adjustment
|
|
Interest Rate Swap Adjustment
|
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive Loss
|
|||||
Balance at October 31, 2013
|
|
(26,082
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,082
|
)
|
|
|
Other comprehensive income (loss)
|
|
(1,289
|
)
|
|
465
|
|
|
(1,558
|
)
|
|
(8,052
|
)
|
|
(10,434
|
)
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
(365
|
)
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
Net current-period other comprehensive income (loss)
|
|
(1,289
|
)
|
|
100
|
|
|
(1,558
|
)
|
|
(8,052
|
)
|
|
(10,799
|
)
|
Balance at October 31, 2014
|
|
(27,371
|
)
|
|
100
|
|
|
(1,558
|
)
|
|
(8,052
|
)
|
|
(36,881
|
)
|
Details about accumulated other comprehensive income components - 2014
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Affected line item in the Consolidated Statement of Income
|
|
||||
Amortization of Pension and Post-Retirement Plan
|
|
|
|
|
|
|
|||
|
Interest costs
|
|
$
|
(3,787
|
)
|
|
(1)
|
|
|
|
Return on plan assets
|
|
4,281
|
|
|
(1)
|
|
|
|
|
Net actuarial loss
|
|
(1,115
|
)
|
|
(1)
|
|
|
|
|
|
|
(621
|
)
|
|
Total before taxes
|
|
||
|
|
|
235
|
|
|
Income tax benefit
|
|
||
|
|
|
$
|
(386
|
)
|
|
Net of taxes
|
|
|
|
|
|
|
|
|
|
|
||
Realized gain on sale of marketable securities (2)
|
|
$
|
365
|
|
|
Total before taxes
|
|
||
|
|
|
(128
|
)
|
|
Income tax expense
|
|||
|
|
|
$
|
237
|
|
|
Net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
Long-Lived Assets
|
|
Foreign Currency (Gain) Loss
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Europe
|
|
$
|
49,060
|
|
|
$
|
—
|
|
|
$
|
44,151
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
—
|
|
Mexico
|
|
45,902
|
|
|
41,524
|
|
|
24,611
|
|
|
16,403
|
|
|
(111
|
)
|
|
(141
|
)
|
||||||
United States
|
|
$
|
783,782
|
|
|
$
|
658,662
|
|
|
$
|
267,001
|
|
|
$
|
208,771
|
|
|
|
|
|
||||
Total company
|
|
$
|
878,744
|
|
|
$
|
700,186
|
|
|
$
|
335,763
|
|
|
$
|
225,174
|
|
|
|
|
|
For the Year Ended October 31, 2014
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||
Revenues
|
|
$183,539
|
|
$208,972
|
|
$216,389
|
|
$269,844
|
||||
Gross profit
|
|
17,846
|
|
|
21,001
|
|
|
22,100
|
|
|
18,654
|
|
Operating income
|
|
8,021
|
|
|
12,699
|
|
|
9,726
|
|
|
719
|
|
Provision (benefit) for income taxes
|
|
2,181
|
|
|
3,620
|
|
|
335
|
|
|
(1,389
|
)
|
Net income
|
|
$4,939
|
|
$8,129
|
|
$8,349
|
|
$1,027
|
||||
Net income per share basic
|
|
$0.29
|
|
$0.48
|
|
$0.49
|
|
$0.06
|
||||
Net income per share diluted
|
|
$0.29
|
|
$0.47
|
|
$0.49
|
|
$0.06
|
||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
17,113
|
|
|
17,081
|
|
|
17,118
|
|
|
17,180
|
|
Diluted
|
|
17,208
|
|
|
17,158
|
|
|
17,175
|
|
|
17,229
|
|
For the Year Ended October 31, 2013
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||
Revenues
|
|
$145,383
|
|
$182,146
|
|
$166,059
|
|
$206,598
|
||||
Gross profit
|
|
10,738
|
|
19,336
|
|
16,374
|
|
22,086
|
|
|||
Operating income
|
|
4,131
|
|
11,508
|
|
8,187
|
|
10,778
|
|
|||
Provision for income taxes
|
|
1,101
|
|
|
3,686
|
|
|
2,213
|
|
|
3,605
|
|
Net income
|
|
$2,583
|
|
$7,249
|
|
$5,282
|
|
$6,456
|
||||
Net income per share basic
|
|
$0.15
|
|
$0.43
|
|
$0.31
|
|
$0.38
|
||||
Net income per share diluted
|
|
$0.15
|
|
$0.43
|
|
$0.31
|
|
$0.38
|
||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
16,988
|
|
16,998
|
|
17,007
|
|
16,999
|
|
|||
Diluted
|
|
17,040
|
|
17,043
|
|
17,051
|
|
17,052
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9B.
|
Other Information.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
|
|
Equity Compensation Plan Information
|
|||||||
Plan Category
|
|
Number of Securities To Be Issued Upon Exercise of Outstanding Options
|
|
Weighted Average Exercise Price of Outstanding Options
|
|
Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans
|
|||
Equity compensation plans approved by security holders
|
|
123,333
|
|
|
$9.69
|
|
920,958
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Total
|
|
123,333
|
|
|
$9.69
|
|
920,958
|
|
|
|
|
|
|
|
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
1.
|
Financial Statements.
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets at October 31, 2014 and 2013.
|
|
Consolidated Statements of Income for the two years ended October 31, 2014 and 2013.
|
|
Consolidated Statements of Comprehensive Income for the two years ended October 31, 2014 and 2013.
|
|
Consolidated Statements of Cash Flows for the two years ended October 31, 2014 and 2013.
|
|
Consolidated Statements of Stockholders' Equity for the two years ended October 31, 2014 and 2013.
|
|
Notes to Consolidated Financial Statements.
|
|
2.
|
Financial Statement Schedule. Not Applicable
|
|
S
HILOH
I
NDUSTRIES
, I
NC
.
|
|
|
|
|
|
By:
|
/s/ Ramzi Hermiz
|
|
|
Ramzi Hermiz
|
|
|
President and Chief Executive Officer
|
|
|
|
|
By:
|
/s/ Thomas M. Dugan
|
|
|
Thomas M. Dugan
|
|
|
Vice President of Finance and Treasurer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
RAMZI HERMIZ
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
Ramzi Hermiz
|
|
|
January 13, 2015
|
|
|
|
|
|
|
/s/ THOMAS M. DUGAN
|
|
Vice President of Finance and Treasurer (Principal Accounting and Principal Financial Officer)
|
|
January 13, 2015
|
Thomas M. Dugan
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
January 13, 2015
|
Curtis E. Moll
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
Cloyd Abruzzo
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
Jean Brunol
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
George G. Goodrich
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
Michael S. Hanley
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
David J. Hessler
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
Dieter Kaesgen
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 13, 2015
|
Robert J. King, Jr.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas M. Dugan
|
|
Thomas M. Dugan, Attorney-In-Fact
|
Exhibit No.
|
|
|
|
3.1
|
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1(i) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1995 (Commission File No. 0-21964).
|
|
|
|
|
3.2
|
|
|
Certificate of Designation, dated December 31, 2001, authorizing the issuance of 100,000 shares of Series A Preferred Stock, par value $.01, is incorporated herein by reference to Exhibit 3.1(ii) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001 (Commission File No. 0-21964).
|
|
|
|
|
3.3
|
|
|
Amended and Restated By-Laws of the Company, dated December 13, 2007 is incorporated herein by reference to Exhibit 3.1(iii) of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007 (Commission File No. 0-21964).
|
|
|
|
|
4.1
|
|
|
Specimen certificate for the Common Stock, par value $.01 per share, of the Company is incorporated herein by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1995 (Commission File No. 0-21964).
|
|
|
|
|
4.2
|
|
|
Registration Rights Agreement, dated June 22, 1993, by and among the Company, MTD Products Inc and the stockholders named therein is incorporated herein by reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1995 (Commission File No. 0-21964).
|
|
|
|
|
10.1*
|
|
|
Amended and Restated 1993 Key Employee Stock Incentive Plan (as Amended and Restated as of December 12, 2002) is incorporated herein by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A for the fiscal year ended October 31, 2002 (Commission File No. 0-21964).
|
|
|
|
|
10.2*
|
|
|
Form of Incentive Stock Option Agreement is incorporated herein by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2004 (Commission File No. 0-21964).
|
|
|
|
|
10.3*
|
|
|
Form of Nonqualified Stock Option Agreement is incorporated herein by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2004 (Commission File No. 0-21964).
|
|
|
|
|
10.4*
|
|
|
Shiloh Industries, Inc. Senior Management Bonus Plan is incorporated herein by reference to Exhibit B of the Company's Proxy Statement on Schedule 14A for the fiscal year ended October 31, 2004 (Commission File No. 0-21964).
|
|
|
|
|
10.5
|
|
|
Indemnification Agreement between Directors and Officers and Shiloh Industries, Inc., dated February 5, 2007, is incorporated herein by reference to Exhibit 10.21 of the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2007.
|
|
|
|
|
10.6
|
|
|
Change in Control Severance Agreement between Thomas M. Dugan and Shiloh Industries, Inc., dated August 25, 2011, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on August 26, 2011 (Commission File No. 0-21964).
|
|
|
|
|
10.7
|
|
|
Appointment of Ramzi Hermiz as President and Chief Executive Officer of Shiloh Industries, Inc., dated August 23, 2012 is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on August 29, 2012 (Commission File No
.
0-21964).
|
|
|
|
|
10.8
|
|
|
Change in Control Severance Agreement between Ramzi Y. Hermiz and Shiloh Industries, Inc., dated August 23, 2012, is incorporated herein by reference to Exhibit 10.20 of the Company's Current Report on Form 8-K filed with the Commission on August 29, 2012 (Commission File No. 0-21964).
|
|
|
|
|
10.9
|
|
|
First Amendment to Change in Control Agreement between Thomas M. Dugan and Shiloh Industries, Inc., dated December 19, 2012, is incorporated herein by reference to Exhibit 10.21 of the Company's Current Report on Form 10-K filed with the Commission on December 21, 2012.
|
|
|
|
|
10.10
|
|
|
Membership Interest Purchase Agreement, dated December 28, 2012 among Shiloh Die Cast LLC and all the equity owners of Albany-Chicago Company LLC, is incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 10-Q filed with the Commission on March 1, 2013 (Commission File No. 0-21964).
|
Exhibit No.
|
|
|
|
|
|
|
|
10.11
|
|
|
Membership Asset Purchase Agreement, dated June 11, 2013, as amended, with Contech Castings, LLC and its subsidiary Contech Casting Real Estate Holdings, LLC, is incorporated herein by reference to Exhibit 10.29 of the Company's Current Report on Form 10-K filed with the Commission on December 23, 2013 (Commission File No. 0-21964)
|
|
|
|
|
10.12
|
|
|
Credit Agreement (the “Credit Agreement”) dated as of October 25, 2013 with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the other lender parties thereto, is incorporated herein by reference to Exhibit 10.24 of the Company's Current Report on Form 8-K filed with the Commission on October 25, 2013 (Commission File No. 0-21964).
|
|
|
|
|
10.13
|
|
|
First Amendment Agreement (the “First Amendment”) dated as of December 30, 2013 with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the other lender parties thereto, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on December 30, 2013 (Commission File No. 0-21964).
|
|
|
|
|
10.14
|
|
|
Share Sale and Purchase Agreement, dated May 21, 2014, among the subsidiary and Finnveden AB, a company limited by shares incorporated in Sweden, Shiloh Holdings Sweden AB, company limited by shares incorporated in Sweden, and FinnvedenBulten AB, a company limited by shares incorporated in Sweden, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q filed with the Commission on December 30, 2013 (Commission File No. 0-21964).
|
|
|
|
|
10.15
|
|
|
Second Amendment Agreement, dated as of June 26, 2014 with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the other lender parties thereto, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on July 2, 2014 (Commission File No. 0-21964).
|
|
|
|
|
10.16
|
|
|
Third Amendment Agreement, dated September 29, 2014, among Shiloh Industries, Inc. (the “Company”) and Shiloh Holdings Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands with Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and an L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, The PrivateBank and Trust Company, Compass Bank and Citizens Bank, N.A., as Co-Documentation Agents, and the other lender parties thereto.
|
|
|
|
|
10.17
|
|
|
Asset Purchase Agreement, dated September 30, 2014, among the Company, Radar Industries, Inc., and Radar Mexican Investments, LLC **
|
|
|
|
|
14.1
|
|
|
Shiloh Industries, Inc. Code of Conduct, approved by the Company's Board of Directors on February 17, 2004 is incorporated herein by reference to Exhibit 14.1 of the Company's Annual Report on Form 10-K for fiscal year ended October 31, 2004 (Commission File No. 0-21964).
|
|
|
|
|
21.1
|
|
|
Subsidiaries of the Company. **
|
|
|
|
|
23.1
|
|
|
Consent of Grant Thornton LLP. **
|
|
|
|
|
24.1
|
|
|
Powers of Attorney. **
|
|
|
|
|
31.1
|
|
|
Principal Executive Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
|
|
|
|
|
31.2
|
|
|
Principal Financial Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
|
|
|
|
|
32.1
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
|
BORROWERS:
|
SHILOH INDUSTRIES, INC.
,
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Ramzi Y. Hermiz
|
Name:
|
Ramzi Y. Hermiz
|
Title:
|
Director B
|
By:
|
/s/ H.L. Jewitt
|
Name:
|
H.L. Jewitt
|
Title:
|
Director A
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Vice President of Finance and Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Treasurer
|
By:
|
/s/ Thomas M. Dugan
|
Name:
|
Thomas M. Dugan
|
Title:
|
Treasurer
|
AGENT:
|
BANK OF AMERICA, N.A
.
|
By:
|
/s/ Rosanne Parsill
|
Name:
|
Rosanne Parsill
|
Title:
|
Vice President
|
LENDER:
|
BANK OF AMERICA, N.A
.
|
By:
|
/s/ Michael Mller
|
Name:
|
Michael Miller
|
Title:
|
Vice President
|
By:
|
/s/ Jessalynn Nagy
|
Name:
|
Jessalynn Nagy
|
Title:
|
Managing Director
|
By:
|
/s/ Sandra Centa
|
Name:
|
Sandra Centa
|
Title:
|
Senior Vice President
|
By:
|
/s/ Nicoleta Bortan
|
Name:
|
Nicoleta Bortan
|
Title:
|
Vice President
|
By:
|
/s/ Robert M. Walker
|
Name:
|
Robert M. Walker
|
Title:
|
Managing Director
|
By:
|
/s/ Brian H. Gallagher
|
Name:
|
Brian H. Gallagher
|
Title:
|
Vice President
|
By:
|
/s/ Philip L. Rice
|
Name:
|
Philip L. Rice
|
Title:
|
Senior Vice President
|
By:
|
/s/ Viktor R. Gottlieb
|
Name:
|
Viktor R. Gottlieb
|
Title:
|
Vice President
|
By:
|
/s/ Robert G. Morlan
|
Name:
|
Robert G. Morlan
|
Title:
|
Senior Vice President
|
Lender
|
Revolving A Commitment
|
Applicable
Percentage of Revolving A Commitment
|
Revolving B Commitment
|
Applicable Percentage of Revolving B Commitment
|
Bank of America, N.A.
|
$41,102,941.18
|
17.490613267%
|
$23,897,058.82
|
19.117647059%
|
JPMorgan Chase Bank, N.A.
|
$37,941,176.47
|
16.145181477%
|
$22,058,823.53
|
17.647058824%
|
Compass Bank
|
$31,617,647.06
|
13.454317897%
|
$18,382,352.94
|
14.705882353%
|
Citizens Bank, N.A.
|
$30,352,941.18
|
12.916145181%
|
$17,647,058.82
|
14.117647059%
|
The Private Bank and Trust Company
|
$24,029,411.76
|
10.225281602%
|
$13,970,588.24
|
11.176470588%
|
The Huntington National Bank
|
$18,970,588.24
|
8.072590738%
|
$11,029,411.76
|
8.823529412%
|
First Niagara Bank, N.A.
|
$15,808,823.53
|
6.727158949%
|
$9,191,176.47
|
7.352941176%
|
Associated Bank, N.A.
|
$15,176,470.59
|
6.458072591%
|
$8,823,529.41
|
7.058823529%
|
FirstMerit Bank NA
|
$20,000,000.00
|
8.510638298%
|
$0.000000000
|
0.000000000%
|
TOTAL
|
$235,000,000.00
|
100.000000000%
|
$125,000,000.00
|
100.000000000%
|
ARTICLE I
|
DEFINITIONS
|
1.1
|
Definitions
1
|
ARTICLE II
|
PURCHASE AND SALE; Closing
|
2.1
|
Purchase and Sale
11
|
2.2
|
Excluded Assets
13
|
2.3
|
Assumed Liabilities
15
|
2.4
|
Excluded Liabilities
16
|
2.5
|
Non-Transferable Contracts and Permits
16
|
2.6
|
Purchase Price
17
|
2.7
|
Closing
21
|
ARTICLE III
|
REPRESENTATIONS AND WARRANTIES OF Seller
|
3.1
|
Due Incorporation
23
|
3.2
|
Due Authorization
23
|
3.3
|
No Violation
24
|
3.4
|
Consents and Approvals; Governmental Authority Relative to
|
3.5
|
Compliance With Laws
25
|
3.6
|
Title; Sufficiency.
25
|
3.7
|
Taxes
25
|
3.8
|
Permits and Licenses
27
|
3.9
|
Acquired Contracts
27
|
3.10
|
Insurance
27
|
3.11
|
Labor Matters
27
|
3.12
|
Non-Governmental Consents
28
|
3.13
|
Employee Benefits
29
|
3.14
|
Litigation
30
|
3.15
|
Intellectual Property
30
|
3.16
|
Employees.
30
|
3.17
|
Real Property
30
|
3.18
|
Environmental Matters
31
|
3.19
|
Brokers and Finders
33
|
3.20
|
Working Capital
33
|
3.21
|
Fraudulent Conveyance
33
|
3.22
|
Additional Severance
33
|
3.23
|
No Liabilities
33
|
3.24
|
Customers
34
|
3.25
|
Suppliers
34
|
3.26
|
Product Warranties
34
|
3.27
|
Absence of Certain Business Practices
34
|
3.28
|
Operation of the Business; Asset for Operation of the Business
35
|
3.29
|
Financial Statements
35
|
ARTICLE IV
|
REPRESENTATIONS AND WARRANTIES OF PURCHASER
|
4.1
|
Due Incorporation
38
|
4.2
|
Due Authorization
38
|
4.3
|
Consents and Approvals; No Violations
38
|
4.4
|
Available Funds
38
|
4.5
|
Brokers and Finders
39
|
4.6
|
Legal Proceedings
39
|
4.7
|
No Other Representations or Warranties
39
|
ARTICLE V
|
COVENANTS
|
5.1
|
Preservation of Records; Post-Closing Access and Cooperation
40
|
5.2
|
Employees and Benefits
40
|
5.3
|
Confidentiality
45
|
5.4
|
Public Announcements
46
|
5.5
|
Transfer Taxes
46
|
5.6
|
Non-Competition
46
|
5.7
|
Injunctive Relief
47
|
5.8
|
Name Change
47
|
5.9
|
Baseline Environmental Assets
47
|
5.10
|
Fisher Litigation
48
|
5.11
|
Tax Returns of Mexican Entities
48
|
5.12
|
Written Off Receivables
49
|
5.13
|
Siess Severance
49
|
5.14
|
Palace Agreement
49
|
ARTICLE VI
|
[INTENTIONALLY OMITTED]
|
ARTICLE VII
|
[INTENTIONALLY OMITTED]
|
ARTICLE VIII
|
SURVIVAL AND REMEDY; INDEMNIFICATION
|
8.1
|
Survival
49
|
8.2
|
Indemnification by Seller
50
|
8.3
|
Indemnification by Purchaser
50
|
8.4
|
Third-Party Claims
50
|
8.5
|
Procedure for Other Claims
52
|
8.6
|
Indemnification Limits
52
|
8.7
|
Exclusive Remedy Indemnification Limits
55
|
ARTICLE IX
|
[INTENTIONALLY OMITTED]
|
ARTICLE X
|
MISCELLANEOUS
|
10.1
|
Amendment
56
|
10.2
|
Notices
56
|
10.3
|
Waivers
57
|
10.4
|
Electronic Delivery
57
|
10.5
|
Interpretation
57
|
10.6
|
Applicable Law
57
|
10.7
|
Binding Agreement
58
|
10.8
|
Assignment
58
|
10.9
|
Third Party Beneficiaries
58
|
10.10
|
Further Assurances
58
|
10.11
|
Entire Understanding
58
|
10.12
|
Jurisdiction of Disputes
58
|
10.13
|
Waiver of Jury Trial
59
|
10.14
|
Disclosure Schedule
59
|
10.15
|
Severability
60
|
10.16
|
Construction
60
|
10.17
|
Counterparts
60
|
10.18
|
Access to Books and Records
60
|
10.19
|
Litigation Assistance
61
|
10.20
|
Bulk Sales Law Waiver
61
|
10.21
|
Accounts Receivable
61
|
10.22
|
Radar Trademarks and Trade Name
61
|
ARTICLE I
|
|
ARTICLE I
|
|
ARTICLE I
|
|
|
|
Name of Corporation
|
State of Incorporation
|
Shiloh Corporation
|
Ohio
|
The Sectional Die Company
|
Ohio
|
Sectional Stamping, Inc.
|
Ohio
|
Medina Blanking, Inc.(1)
|
Ohio
|
Liverpool Coil Processing, Incorporated
|
Ohio
|
VCS Properties, LLC
|
Ohio
|
Greenfield Die & Manufacturing Corp.
|
Michigan
|
Shiloh Incorporated
|
Michigan
|
C & H Design Company
|
Michigan
|
Jefferson Blanking Inc.
|
Georgia
|
Shiloh Automotive, Inc.
|
Ohio
|
Shiloh de Mexico S.A. de C.V.(2)
|
Mexico
|
Shiloh Internacional S.A. de C.V.(3)
|
Mexico
|
Shiloh Industries, Inc. Dickson Manufacturing Division
|
Tennessee
|
Shiloh Die Cast LLC
|
Ohio
|
Albany Chicago Company, LLC
|
Wisconsin
|
Shiloh Die Cast Midwest, LLC
|
Ohio
|
FMS Magnum Holdings LLC
|
Ohio
|
Magnum CV
|
Netherlands
|
Shiloh Holdings Netherlands B.V.
|
Netherlands
|
Shiloh Holdings Sweden AB
|
Sweden
|
Shiloh Industries AB
|
Sweden
|
Shiloh Industries China Holding AB
|
Sweden
|
Finnveden Metal Structures SP. Z.O.O.
|
Poland
|
Finnveden Metal Structures (Shanghi) Co., LTD
|
China
|
Shiloh Manufacturing LLC
|
Ohio
|
Wentworth Acquisition LLC
|
Michigan
|
Radar Stamping Technologies S. DE R.L. DE C.V.
|
Mexico
|
Radar Servicious Celaya S. DE R.L. DE C.V.
|
Mexico
|
(1)
|
Medina Blanking, Inc. is 22% owned by the Corporation and 78% owned by Shiloh Corporation.
|
(2)
|
Shiloh de Mexico S.A. de C.V. is owned 100% by the Corporation.
|
(3)
|
Shiloh Internacional S.A. de C.V. is owned 98% by the Corporation and 2% by Shiloh de Mexico S.A. de C.V.
|
Signature
|
Title
|
/s/ Ramzi Hermiz
|
President and Chief Executive Officer (Principal Executive Office)
|
Ramzi Hermiz
|
|
/s/ Thomas M. Dugan
|
Vice President of Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
Thomas M. Dugan
|
|
|
|
/s/ Curtis E. Moll
|
Chairman of the Board and Director
|
Curtis E. Moll
|
|
|
|
/s/ Cloyd J. Abruzzo
|
Director
|
Cloyd J. Abruzzo
|
|
|
|
/s/ Jean Brunol
|
Director
|
Jean Brunol
|
|
|
|
/s/ George G. Goodrich
|
Director
|
George G. Goodrich
|
|
|
|
/s/ Michael S. Hanley
|
Director
|
Michael S. Hanley
|
|
|
|
/s/ David J. Hessler
|
Director
|
David J. Hessler
|
|
|
|
/s/ Dieter Kaesgen
|
Director
|
Dieter Kaesgen
|
|
|
|
/s/ Robert J. King, Jr.
|
Director
|
Robert J. King, Jr.
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Shiloh Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Ramzi Hermiz
|
Ramzi Hermiz
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Shiloh Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Thomas M. Dugan
|
|
Thomas M. Dugan
Vice President of Finance and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
/s/ Ramzi Hermiz
|
|
Ramzi Hermiz
President and Chief Executive Officer
|
|
/s/ Thomas M. Dugan
|
Thomas M. Dugan
Vice President of Finance and Treasurer
|