x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
51-0347683
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller Reporting Company
|
¨
|
|
|
Page
|
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1A.
|
||
Item 6.
|
Item 1.
|
Condensed Consolidated Financial Statements
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
|
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,935
|
|
|
$
|
12,014
|
|
Investment in marketable securities
|
751
|
|
|
1,045
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $571 and $601 at April 30, 2015 and October 31, 2014, respectively
|
180,910
|
|
|
171,242
|
|
||
Related-party accounts receivable
|
2,667
|
|
|
533
|
|
||
Prepaid income taxes
|
590
|
|
|
2,142
|
|
||
Inventories, net
|
92,582
|
|
|
91,303
|
|
||
Deferred income taxes
|
3,201
|
|
|
3,496
|
|
||
Prepaid expenses
|
15,320
|
|
|
11,987
|
|
||
Total current assets
|
305,956
|
|
|
293,762
|
|
||
Property, plant and equipment, net
|
282,329
|
|
|
274,828
|
|
||
Goodwill
|
29,142
|
|
|
30,887
|
|
||
Intangible assets, net
|
21,056
|
|
|
21,998
|
|
||
Deferred income taxes
|
2,346
|
|
|
2,605
|
|
||
Other assets
|
5,678
|
|
|
5,445
|
|
||
Total assets
|
$
|
646,507
|
|
|
$
|
629,525
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current debt
|
$
|
1,323
|
|
|
$
|
1,918
|
|
Accounts payable
|
150,951
|
|
|
146,478
|
|
||
Accrued income taxes
|
271
|
|
|
—
|
|
||
Other accrued expenses
|
34,910
|
|
|
41,336
|
|
||
Total current liabilities
|
187,455
|
|
|
189,732
|
|
||
Long-term debt
|
285,515
|
|
|
268,102
|
|
||
Long-term benefit liabilities
|
17,947
|
|
|
19,951
|
|
||
Deferred income taxes
|
2,198
|
|
|
2,739
|
|
||
Interest rate swap agreement
|
4,308
|
|
|
2,510
|
|
||
Other liabilities
|
1,590
|
|
|
1,972
|
|
||
Total liabilities
|
499,013
|
|
|
485,006
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at April 30, 2015 and October 31, 2014, respectively
|
—
|
|
|
—
|
|
||
Common stock, par value $.01 per share; 25,000,000 shares authorized; 17,248,688 and 17,214,284 shares issued and outstanding at April 30, 2015 and October 31, 2014, respectively
|
172
|
|
|
172
|
|
||
Paid-in capital
|
68,849
|
|
|
68,035
|
|
||
Retained earnings
|
124,061
|
|
|
113,193
|
|
||
Accumulated other comprehensive loss, net
|
(45,588
|
)
|
|
(36,881
|
)
|
||
Total stockholders’ equity
|
147,494
|
|
|
144,519
|
|
||
Total liabilities and stockholders’ equity
|
$
|
646,507
|
|
|
$
|
629,525
|
|
|
Three Months Ended April 30,
|
|
Six Months Ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net revenues
|
$
|
280,378
|
|
|
$
|
208,972
|
|
|
$
|
537,455
|
|
|
$
|
392,511
|
|
Cost of sales
|
251,127
|
|
|
187,971
|
|
|
487,656
|
|
|
353,663
|
|
||||
Gross profit
|
29,251
|
|
|
21,001
|
|
|
49,799
|
|
|
38,848
|
|
||||
Selling, general and administrative expenses
|
16,869
|
|
|
10,663
|
|
|
30,493
|
|
|
21,063
|
|
||||
Amortization of intangible assets
|
677
|
|
|
545
|
|
|
1,309
|
|
|
1,090
|
|
||||
Asset recovery
|
—
|
|
|
(2,906
|
)
|
|
—
|
|
|
(4,026
|
)
|
||||
Operating income
|
11,705
|
|
|
12,699
|
|
|
17,997
|
|
|
20,721
|
|
||||
Interest expense
|
2,067
|
|
|
927
|
|
|
3,828
|
|
|
1,813
|
|
||||
Interest income
|
(7
|
)
|
|
(2
|
)
|
|
(13
|
)
|
|
(5
|
)
|
||||
Other (income) expense
|
(634
|
)
|
|
25
|
|
|
(1,007
|
)
|
|
44
|
|
||||
Income before income taxes
|
10,279
|
|
|
11,749
|
|
|
15,189
|
|
|
18,869
|
|
||||
Provision for income taxes
|
3,084
|
|
|
3,620
|
|
|
4,321
|
|
|
5,801
|
|
||||
Net income
|
$
|
7,195
|
|
|
$
|
8,129
|
|
|
$
|
10,868
|
|
|
$
|
13,068
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.63
|
|
|
$
|
0.77
|
|
Basic weighted average number of common shares
|
17,211
|
|
|
17,081
|
|
|
17,217
|
|
|
17,063
|
|
||||
Diluted earnings per share
|
$
|
0.42
|
|
|
$
|
0.47
|
|
|
$
|
0.63
|
|
|
$
|
0.76
|
|
Diluted weighted average number of common shares
|
17,236
|
|
|
17,158
|
|
|
17,248
|
|
|
17,148
|
|
|
|
|
|
Three Months Ended April 30,
|
|
Six Months Ended April 30,
|
||||||||||||
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
7,195
|
|
|
$
|
8,129
|
|
|
$
|
10,868
|
|
|
$
|
13,068
|
|
|||
Other comprehensive income:
|
|
|
|
|
|
|
|
|||||||||||
|
Defined benefit pension plans & other postretirement benefits
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Recognized gain
|
297
|
|
|
269
|
|
|
593
|
|
|
538
|
|
||||
|
|
|
Actuarial net gain (loss)
|
5,473
|
|
|
(606
|
)
|
|
(683
|
)
|
|
(1,145
|
)
|
||||
|
|
|
Asset net gain (loss)
|
1,237
|
|
|
717
|
|
|
391
|
|
|
331
|
|
||||
|
|
|
Income taxes
|
(2,651
|
)
|
|
(144
|
)
|
|
(114
|
)
|
|
105
|
|
||||
|
|
Total defined benefit pension plans & other post retirement benefits, net of tax
|
4,356
|
|
|
236
|
|
|
187
|
|
|
(171
|
)
|
|||||
|
Marketable securities
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Unrealized gain (loss) on marketable securities
|
(43
|
)
|
|
104
|
|
|
(294
|
)
|
|
104
|
|
||||
|
|
|
Income taxes
|
15
|
|
|
(37
|
)
|
|
103
|
|
|
(37
|
)
|
||||
|
|
Total marketable securities, net of tax
|
(28
|
)
|
|
67
|
|
|
(191
|
)
|
|
67
|
|
|||||
|
Derivatives and hedging
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Unrealized gain (loss) on interest rate swap agreements
|
622
|
|
|
(903
|
)
|
|
(1,798
|
)
|
|
(903
|
)
|
||||
|
|
|
Income taxes
|
(235
|
)
|
|
342
|
|
|
680
|
|
|
342
|
|
||||
|
|
Change in fair value of derivative instruments, net of tax
|
387
|
|
|
(561
|
)
|
|
(1,118
|
)
|
|
(561
|
)
|
|||||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Unrealized loss on foreign currency translation
|
(158
|
)
|
|
—
|
|
|
(7,585
|
)
|
|
—
|
|
||||
Comprehensive income, net
|
$
|
11,752
|
|
|
$
|
7,871
|
|
|
$
|
2,161
|
|
|
$
|
12,403
|
|
|
Six months ended April 30,
|
||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
10,868
|
|
|
$
|
13,068
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
16,984
|
|
|
12,885
|
|
||
Asset recovery
|
—
|
|
|
(4,026
|
)
|
||
Amortization of deferred financing costs
|
298
|
|
|
465
|
|
||
Deferred income taxes
|
684
|
|
|
86
|
|
||
Stock-based compensation expense
|
542
|
|
|
289
|
|
||
Gain on sale of assets
|
(17
|
)
|
|
(131
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(12,992
|
)
|
|
(5,986
|
)
|
||
Inventories
|
(2,217
|
)
|
|
(10,983
|
)
|
||
Prepaids and other assets
|
(2,861
|
)
|
|
(3,143
|
)
|
||
Payables and other liabilities
|
(9,491
|
)
|
|
8,173
|
|
||
Accrued income taxes
|
1,802
|
|
|
210
|
|
||
Net cash provided by operating activities
|
3,600
|
|
|
10,907
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(21,827
|
)
|
|
(11,549
|
)
|
||
Investment in marketable securities
|
—
|
|
|
(1,527
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(349
|
)
|
||
Proceeds from sale of assets
|
123
|
|
|
4,163
|
|
||
Net cash used for investing activities
|
(21,704
|
)
|
|
(9,262
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Payment of capital leases
|
(435
|
)
|
|
(56
|
)
|
||
Proceeds from long-term borrowings
|
62,500
|
|
|
8,600
|
|
||
Repayments of long-term borrowings
|
(44,143
|
)
|
|
(10,737
|
)
|
||
Payment of deferred financing costs
|
(1,256
|
)
|
|
(16
|
)
|
||
Proceeds from exercise of stock options
|
155
|
|
|
745
|
|
||
Net cash provided by (used for) financing activities
|
16,821
|
|
|
(1,464
|
)
|
||
Effect of foreign currency exchange rate fluctuations on cash
|
(796
|
)
|
|
—
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(2,079
|
)
|
|
181
|
|
||
Cash and cash equivalents at beginning of period
|
12,014
|
|
|
398
|
|
||
Cash and cash equivalents at end of period
|
$
|
9,935
|
|
|
$
|
579
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
3,734
|
|
|
$
|
1,522
|
|
Cash paid for income taxes
|
$
|
2,176
|
|
|
$
|
5,713
|
|
|
|
|
|
||||
Non-cash Investing and Financing Activities:
|
|
|
|
||||
Equipment acquired under capital lease
|
$
|
—
|
|
|
$
|
1,679
|
|
Capital equipment included in accounts payable
|
$
|
3,703
|
|
|
$
|
2,238
|
|
Cash and cash equivalents
|
|
$
|
75
|
|
Accounts receivable
|
|
14,374
|
|
|
Inventory
|
|
15,729
|
|
|
Prepaid assets and other
|
|
95
|
|
|
Property, plant and equipment
|
|
26,612
|
|
|
Goodwill
|
|
13,184
|
|
|
Intangible assets
|
|
6,090
|
|
|
Accounts payable and other
|
|
(18,285
|
)
|
|
Net assets acquired
|
|
$
|
57,874
|
|
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
|
|
Pro forma consolidated results
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
(in thousands, except for per share data):
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
|
$
|
280,378
|
|
|
$
|
303,448
|
|
|
$
|
537,455
|
|
|
$
|
578,924
|
|
Net income
|
|
$
|
7,195
|
|
|
$
|
11,258
|
|
|
$
|
10,868
|
|
|
$
|
17,448
|
|
Basic earnings per share
|
|
$
|
0.42
|
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
$
|
1.02
|
|
Diluted earnings per share
|
|
$
|
0.42
|
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
$
|
1.02
|
|
|
April 30, 2015
|
|
October 31, 2014
|
||||
Raw materials
|
$
|
29,183
|
|
|
$
|
36,417
|
|
Work-in-process
|
17,632
|
|
|
12,044
|
|
||
Finished goods
|
17,754
|
|
|
13,382
|
|
||
Total material
|
64,569
|
|
|
61,843
|
|
||
Tooling
|
28,013
|
|
|
29,460
|
|
||
Total inventory
|
$
|
92,582
|
|
|
$
|
91,303
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Land and improvements
|
$
|
11,489
|
|
|
$
|
11,452
|
|
Buildings and improvements
|
118,049
|
|
|
117,776
|
|
||
Machinery and equipment
|
465,579
|
|
|
455,482
|
|
||
Furniture and fixtures
|
12,040
|
|
|
11,161
|
|
||
Construction in progress
|
63,054
|
|
|
52,345
|
|
||
Total, at cost
|
670,211
|
|
|
648,216
|
|
||
Less: Accumulated depreciation
|
387,882
|
|
|
373,388
|
|
||
Property, plant and equipment, net
|
$
|
282,329
|
|
|
$
|
274,828
|
|
|
April 30, 2015
|
|
October 31,
2014 |
||||
Leased Property:
|
|
|
|
||||
Machinery and equipment
|
$
|
7,095
|
|
|
$
|
7,639
|
|
Less: Accumulated depreciation
|
752
|
|
|
367
|
|
||
Leased property, net
|
$
|
6,343
|
|
|
$
|
7,272
|
|
Twelve Months Ending April 30,
|
|
||
2016
|
$
|
828
|
|
2017
|
861
|
|
|
2018
|
895
|
|
|
2019
|
865
|
|
|
2020
|
484
|
|
|
Thereafter
|
2,064
|
|
|
|
5,997
|
|
|
Plus amount representing interest ranging from 3.05% to 3.77%
|
692
|
|
|
Future minimum rental payments
|
$
|
6,689
|
|
Balance October 31, 2014
|
|
$
|
30,887
|
|
|
|
Acquisitions and purchase accounting adjustments
|
|
(475
|
)
|
|
|
Foreign currency translation and other
|
|
(1,270
|
)
|
|
Balance April 30, 2015
|
|
$
|
29,142
|
|
|
|
Customer Relationships
|
|
Developed Technology
|
|
Non-Compete
|
|
Trade Name
|
|
Trademark
|
|
Total
|
||||||||||||
Balance October 31, 2014
|
$
|
15,856
|
|
|
$
|
4,311
|
|
|
$
|
62
|
|
|
$
|
1,624
|
|
|
$
|
145
|
|
|
$
|
21,998
|
|
|
|
Preliminary acquisition adjustments
|
390
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
470
|
|
||||||
|
Amortization expense
|
(776
|
)
|
|
(391
|
)
|
|
(72
|
)
|
|
(62
|
)
|
|
(8
|
)
|
|
(1,309
|
)
|
||||||
|
Foreign currency translation and other
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
||||||
Balance April 30, 2015
|
$
|
15,367
|
|
|
$
|
3,920
|
|
|
$
|
70
|
|
|
$
|
1,562
|
|
|
$
|
137
|
|
|
$
|
21,056
|
|
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Foreign Currency Adjustment
|
|
Net
|
||||||||
|
Customer relationships
|
$
|
18,308
|
|
|
$
|
(2,730
|
)
|
|
$
|
(211
|
)
|
|
$
|
15,367
|
|
|
Developed technology
|
5,007
|
|
|
(1,087
|
)
|
|
—
|
|
|
3,920
|
|
||||
|
Non-compete
|
824
|
|
|
(754
|
)
|
|
—
|
|
|
70
|
|
||||
|
Trade Name
|
1,875
|
|
|
(313
|
)
|
|
—
|
|
|
1,562
|
|
||||
|
Trademark
|
166
|
|
|
(29
|
)
|
|
—
|
|
|
137
|
|
||||
|
|
$
|
26,180
|
|
|
$
|
(4,913
|
)
|
|
$
|
(211
|
)
|
|
$
|
21,056
|
|
|
April 30, 2015
|
|
October 31, 2014
|
||||
Credit Agreement —interest rate of 2.91% for the period ended April 30, 2015 and 2.15% for the period ended October 31, 2014
|
$
|
279,100
|
|
|
$
|
260,500
|
|
Equipment security note
|
1,741
|
|
|
1,985
|
|
||
Capital lease obligations
|
5,997
|
|
|
6,967
|
|
||
Insurance broker financing agreement
|
—
|
|
|
568
|
|
||
Total debt
|
286,838
|
|
|
270,020
|
|
||
Less: Current debt
|
1,323
|
|
|
1,918
|
|
||
Total long-term debt
|
$
|
285,515
|
|
|
$
|
268,102
|
|
Twelve Months Ending April 30,
|
|
Credit Agreement
|
|
Equipment Security Note
|
|
Capital Lease Obligations
|
|
Total
|
||||||||
2016
|
|
$
|
—
|
|
|
$
|
495
|
|
|
$
|
828
|
|
|
$
|
1,323
|
|
2017
|
|
—
|
|
|
507
|
|
|
861
|
|
|
1,368
|
|
||||
2018
|
|
—
|
|
|
519
|
|
|
895
|
|
|
1,414
|
|
||||
2019
|
|
—
|
|
|
220
|
|
|
865
|
|
|
1,085
|
|
||||
2020
|
|
279,100
|
|
|
—
|
|
|
484
|
|
|
279,584
|
|
||||
Thereafter
|
|
—
|
|
|
—
|
|
|
2,064
|
|
|
2,064
|
|
||||
Total
|
|
$
|
279,100
|
|
|
$
|
1,741
|
|
|
$
|
5,997
|
|
|
$
|
286,838
|
|
|
Pension Benefits
|
|
Other Post-Retirement
Benefits
|
||||||||||||
|
Three Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest cost
|
$
|
866
|
|
|
$
|
937
|
|
|
$
|
6
|
|
|
$
|
9
|
|
Expected return on plan assets
|
(1,174
|
)
|
|
(1,070
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
297
|
|
|
269
|
|
|
7
|
|
|
10
|
|
||||
Net periodic (benefit) cost
|
$
|
(11
|
)
|
|
$
|
136
|
|
|
$
|
13
|
|
|
$
|
19
|
|
|
Pension Benefits
|
|
Other Post-Retirement
Benefits
|
||||||||||||
|
Six months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest cost
|
$
|
1,733
|
|
|
$
|
1,874
|
|
|
$
|
12
|
|
|
$
|
19
|
|
Expected return on plan assets
|
(2,349
|
)
|
|
(2,140
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
593
|
|
|
538
|
|
|
14
|
|
|
21
|
|
||||
Net periodic (benefit) cost
|
$
|
(23
|
)
|
|
$
|
272
|
|
|
$
|
26
|
|
|
$
|
40
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|
Options outstanding at November 1, 2013
|
236,134
|
|
|
$9.93
|
|
|
|
|
Options:
|
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
$0.00
|
|
|
|
|
Exercised
|
(86,468
|
)
|
|
$9.92
|
|
|
|
|
Canceled
|
(12,333
|
)
|
|
$7.19
|
|
|
|
|
Outstanding at April 30, 2014
|
137,333
|
|
|
$9.73
|
|
5.76
|
|
$976
|
Options exercisable at April 30, 2014
|
127,666
|
|
|
$9.86
|
|
5.61
|
|
$890
|
|
|
|
|
|
|
|
|
|
Options outstanding at November 1, 2014
|
123,333
|
|
|
$9.69
|
|
|
|
|
Options:
|
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
$0.00
|
|
|
|
|
Exercised
|
(18,650
|
)
|
|
$8.30
|
|
|
|
|
Canceled
|
(11,350
|
)
|
|
$11.58
|
|
|
|
|
Outstanding at April 30, 2015
|
93,333
|
|
|
$9.74
|
|
4.51
|
|
$244
|
Options exercisable at April 30, 2015
|
93,333
|
|
|
$9.74
|
|
4.51
|
|
$244
|
(Shares in thousands)
|
Three Months Ended April 30,
|
|
Six Months Ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income available to common stockholders
|
$
|
7,195
|
|
|
$
|
8,129
|
|
|
$
|
10,868
|
|
|
$
|
13,068
|
|
Basic weighted average shares
|
17,211
|
|
|
17,081
|
|
|
17,217
|
|
|
17,063
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
25
|
|
|
77
|
|
|
31
|
|
|
85
|
|
||||
Diluted weighted average shares
|
17,236
|
|
|
17,158
|
|
|
17,248
|
|
|
17,148
|
|
||||
Basic income per share
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.63
|
|
|
$
|
0.77
|
|
Diluted income per share
|
$
|
0.42
|
|
|
$
|
0.47
|
|
|
$
|
0.63
|
|
|
$
|
0.76
|
|
|
|
Asset (Liability)
|
|
Level 2
|
|
Valuation Technique
|
||||
October 31, 2014:
|
|
|
|
|
|
|
||||
Interest Rate Swap Contracts
|
|
$
|
(2,510
|
)
|
|
$
|
(2,510
|
)
|
|
Income Approach
|
April 30, 2015:
|
|
|
|
|
|
|
||||
Interest Rate Swap Contracts
|
|
$
|
(4,308
|
)
|
|
$
|
(4,308
|
)
|
|
Income Approach
|
|
|
|
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, 2014
|
|
$
|
(27,371
|
)
|
|
$
|
100
|
|
|
$
|
(1,558
|
)
|
|
$
|
(8,052
|
)
|
|
$
|
(36,881
|
)
|
|
|
Other comprehensive gain (loss)
|
|
187
|
|
|
(191
|
)
|
|
(1,118
|
)
|
|
(7,585
|
)
|
|
(8,707
|
)
|
|||||
Balance at April 30, 2015
|
|
$
|
(27,184
|
)
|
|
$
|
(91
|
)
|
|
$
|
(2,676
|
)
|
|
$
|
(15,637
|
)
|
|
$
|
(45,588
|
)
|
|
|
|
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 gain (loss)
|
|
(171
|
)
|
|
67
|
|
|
(561
|
)
|
|
—
|
|
|
(665
|
)
|
|||||
Balance at April 30, 2014
|
|
$
|
(26,253
|
)
|
|
$
|
67
|
|
|
$
|
(561
|
)
|
|
$
|
—
|
|
|
$
|
(26,747
|
)
|
|
|
|
For the six months ended April 30,
|
|
Affected line item in the Condensed Consolidated Statement of Income
|
|||||||
|
|
|
2015
|
|
2014
|
|
||||||
Pension and Post-Retirement Plan Benefits
|
|
|
|
|
|
|
|
|||||
|
Interest costs
|
|
$
|
1,733
|
|
|
$
|
1,874
|
|
|
Selling, general and administrative expenses ("SG&A") (1)
|
|
|
Return on plan assets
|
|
(2,349
|
)
|
|
(2,141
|
)
|
|
SG&A (1)
|
|||
|
Net actuarial loss
|
|
593
|
|
|
537
|
|
|
SG&A (1)
|
|||
|
|
|
(23
|
)
|
|
270
|
|
|
Total before taxes
|
|||
|
|
|
9
|
|
|
103
|
|
|
Income tax benefit
|
|||
|
Total reclassifications
|
|
$
|
(14
|
)
|
|
$
|
373
|
|
|
Net of taxes
|
|
|
Three Months Ended April 30,
|
|
Six Months Ended April 30,
|
||||||||||||||||||||||||||||
|
|
Revenues
|
|
Foreign Currency (Gain) Loss
|
|
Revenues
|
|
Foreign Currency (Gain)
|
||||||||||||||||||||||||
Geographic Region:
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Europe
|
|
$
|
35,509
|
|
|
$
|
—
|
|
|
$
|
(560
|
)
|
|
$
|
—
|
|
|
$
|
66,743
|
|
|
$
|
—
|
|
|
$
|
(828
|
)
|
|
$
|
—
|
|
Mexico
|
|
$
|
11,227
|
|
|
$
|
11,514
|
|
|
$
|
9
|
|
|
$
|
(24
|
)
|
|
$
|
21,370
|
|
|
$
|
22,807
|
|
|
$
|
(47
|
)
|
|
$
|
(59
|
)
|
United States
|
|
$
|
233,642
|
|
|
$
|
197,458
|
|
|
|
|
|
|
$
|
449,342
|
|
|
$
|
369,704
|
|
|
|
|
|
||||||||
Total Company
|
|
$
|
280,378
|
|
|
$
|
208,972
|
|
|
|
|
|
|
$
|
537,455
|
|
|
$
|
392,511
|
|
|
|
|
|
|
|
Long-Lived Assets
|
||||||
Geographic Region:
|
|
April 30, 2015
|
|
October 31, 2014
|
||||
Europe
|
|
$
|
41,797
|
|
|
$
|
75,546
|
|
Mexico
|
|
$
|
23,408
|
|
|
$
|
24,611
|
|
United States
|
|
$
|
275,346
|
|
|
$
|
235,606
|
|
Total Company
|
|
$
|
340,551
|
|
|
$
|
335,763
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Production Volumes
|
Europe
|
|
North America
|
||
|
(Number of Vehicles in Thousands)
|
||||
For the three months ended April 30, 2014
|
5,492
|
|
|
4,329
|
|
For the three months ended April 30, 2015
|
5,649
|
|
|
4,426
|
|
Increase
|
157
|
|
|
97
|
|
Percentage change
|
2.9
|
%
|
|
2.2
|
%
|
Production Volumes
|
Europe
|
|
North America
|
||
|
(Number of Vehicles in Thousands)
|
||||
For the six months ended April 30, 2014
|
10,246
|
|
|
8,064
|
|
For the six months ended April 30, 2015
|
10,428
|
|
|
8,386
|
|
Increase
|
182
|
|
|
322
|
|
Percentage change
|
1.8
|
%
|
|
4.0
|
%
|
April 30, 2015
|
|
Credit Agreement
|
|
Equipment Security Note
|
|
Capital Lease Obligations
|
|
Total
|
||||||||
2016
|
|
$
|
—
|
|
|
$
|
495
|
|
|
$
|
828
|
|
|
$
|
1,323
|
|
2017
|
|
—
|
|
|
507
|
|
|
861
|
|
|
1,368
|
|
||||
2018
|
|
—
|
|
|
519
|
|
|
895
|
|
|
1,414
|
|
||||
2019
|
|
—
|
|
|
220
|
|
|
865
|
|
|
1,085
|
|
||||
2020
|
|
279,100
|
|
|
—
|
|
|
484
|
|
|
279,584
|
|
||||
Thereafter
|
|
—
|
|
|
|
|
2,064
|
|
|
2,064
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
279,100
|
|
|
$
|
1,741
|
|
|
$
|
5,997
|
|
|
$
|
286,838
|
|
|
|
Liability Derivatives
|
||
|
|
Balance Sheet
|
April 30,
|
October 31,
|
|
|
Location
|
2015
|
2014
|
|
|
(Thousands of dollars)
|
||
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
Interest rate swap contracts
|
Other liabilities
|
$(4,308)
|
$(2,510)
|
|
Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||
|
|
(Thousands of dollars)
|
|||
Derivatives Designated as Hedging Instruments:
|
|
|
|
||
|
Interest rate swap contracts
|
$(4,308)
|
Interest expense
|
$—
|
|
Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||
|
|
(Thousands of dollars)
|
|||
Derivatives Designated as Hedging Instruments:
|
|
|
|
||
|
Interest rate swap contracts
|
$(4,308)
|
Interest expense
|
$—
|
Item 4.
|
Controls and Procedures
|
•
|
uncertainties in assessing the value, strengths and potential profitability of, and identifying the extent of all weaknesses, risks and contingent and other liabilities of, acquisition or other transaction candidates;
|
•
|
failing to successfully integrate new operations, services and personnel;
|
•
|
the diversion of financial or other resources from our existing businesses;
|
•
|
our inability to generate sufficient revenue to recover costs and expenses of the strategic alliances or acquisitions;
|
•
|
potential loss of, or harm to, relationships with employees, customers and suppliers; and
|
•
|
unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition rationale;
|
•
|
unscheduled maintenance outages;
|
•
|
prolonged power failures;
|
•
|
an equipment failure;
|
•
|
labor difficulties;
|
•
|
disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
|
•
|
fires, floods, windstorms, earthquakes, hurricanes or other catastrophes;
|
•
|
terrorism or threats of terrorism;
|
•
|
governmental regulations; and
|
•
|
other operational problems.
|
•
|
product quality;
|
•
|
technical expertise and development capability;
|
•
|
new product innovation;
|
•
|
reliability and timeliness of delivery;
|
•
|
price competitiveness;
|
•
|
product design capability;
|
•
|
manufacturing expertise;
|
•
|
operational flexibility;
|
•
|
global production capabilities;
|
•
|
customer service; and
|
•
|
overall management.
|
•
|
exposure to local economic conditions and labor issues;
|
•
|
exposure to local political conditions, including the risk of seizure of assets by a foreign government;
|
•
|
exposure to local social unrest, including any resultant acts of war, terrorism or similar events;
|
•
|
exposure to local public health issues and the resultant impact on economic and political conditions;
|
•
|
currency exchange rate fluctuations;
|
•
|
hyperinflation in certain foreign countries;
|
•
|
controls on the repatriation of cash, including imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
|
•
|
export and import restrictions; and
|
•
|
difficulties in penetrating new markets due to established and entrenched competitors.
|
Item 6.
|
Exhibits
|
|
|
|
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.
|
|
|
|
10.1
|
|
Fourth Amendment Agreement, dated April 29, 2015, 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.
|
|
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
|
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.
|
|
|
|
10.1
|
|
Fourth Amendment Agreement, dated April 29, 2015, 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.
|
Pricing Tier
|
Consolidated Leverage Ratio
|
Commitment Fee
|
Letter of Credit Fee
|
Eurocurrency Rate Loans
|
Base Rate Loans
|
|
1
|
>
3.50 to 1.00
|
0.50%
|
3.00%
|
3.00%
|
2.00%
|
|
2
|
< 3.50 to 1.00
but
>
3.25 to 1.00
|
0.45%
|
2.75%
|
2.75%
|
1.75%
|
|
3
|
< 3.25 to 1.00
but
>
3.00 to 1.00
|
0.40%
|
2.50%
|
2.50%
|
1.50%
|
|
4
|
< 3.00 to 1.00
but
>
2.50 to 1.00
|
0.35%
|
2.25%
|
2.25%
|
1.25%
|
|
5
|
< 2.50 to 1.00
but
>
2.00 to 1.00
|
0.35%
|
2.00%
|
2.00%
|
1.00%
|
|
6
|
< 2.00 to 1.00
but
>
1.50 to 1.00
|
0.30%
|
1.75%
|
1.75%
|
0.75%
|
|
7
|
< 1.50 to 1.00
but
>
1.00 to 1.00
|
0.25%
|
1.50%
|
1.50%
|
0.50%
|
|
8
|
< 1.00 to 1.00
|
0.20%
|
1.25%
|
1.25%
|
0.25%
|
Calendar Year
|
January 31
|
April 30
|
July 31
|
October 31
|
2015
|
N/A
|
4.00 to 1.0
|
4.00 to 1.0
|
4.00 to 1.0
|
2016
|
3.75 to 1.0
|
3.75 to 1.0
|
3.50 to 1.0
|
3.50 to 1.0
|
2017
|
3.25 to 1.0
|
3.25 to 1.0
|
3.00 to 1.0
|
3.00 to 1.0
|
2018
|
3.00 to 1.0
|
3.00 to 1.0
|
3.00 to 1.0
|
3.00 to 1.0
|
Thereafter
|
3.00 to 1.0
|
3.00 to 1.0
|
3.00 to 1.0
|
3.00 to 1.0
|
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 Miller
|
Name:
|
Michael Miller
|
Title:
|
Vice President
|
By:
|
/s/ Henry W. Centa
|
Name:
|
Henry W. Centa
|
Title:
|
Executive Director
|
By:
|
/s/ Sandra Centa
|
Name:
|
Sandra Centa
|
Title:
|
Senior Vice President
|
By:
|
/s/ Megan M. Livingston
|
Name:
|
Megan M. Livingston
|
Title:
|
Vice President
|
By:
|
/s/ Robert Cheffins
|
Name:
|
Robert Cheffins
|
Title:
|
Commercial Banking Officer
|
By:
|
/s/ Amanda M. Sigg
|
Name:
|
Amanda M. Sigg
|
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
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
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
quarterly
report on Form
10-Q
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
|