For the fiscal year ended October 31, 2016
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Commission file no. 0-21964
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Delaware
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51-0347683
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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INDEX TO ANNUAL REPORT
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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 1A.
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Item 1B.
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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 6.
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Item 7.
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Item 7A.
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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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Item 1.
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Business.
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•
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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.
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•
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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.
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•
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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.
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•
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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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Customer
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2016
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2015
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2014
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FCA
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17.1%
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17.4%
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13.9%
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General Motors
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18.2%
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15.5%
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16.4%
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•
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to provide solutions for customers;
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•
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to integrate the Company's leading technologies into advanced products and processes;
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•
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to provide engineering support for all of the Company's manufacturing sites; and
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•
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to provide technological expertise in engineering and design development.
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•
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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 targets or other transaction candidates;
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•
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the Company's inability to generate sufficient revenue to recover costs and expenses of the strategic alliances or acquisitions;
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•
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potential loss of, or harm to, relationships with employees, customers and suppliers; and
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•
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unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition rationale.
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•
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unscheduled maintenance outages;
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•
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prolonged power failures;
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•
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an equipment failure;
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•
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labor difficulties;
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•
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disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
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•
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fires, floods, windstorms, earthquakes, hurricanes or other natural catastrophes;
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•
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war, terrorism or threats of terrorism or political unrest;
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•
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governmental regulations or intervention; and
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•
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other unexpected problems.
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•
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exposure to local economic conditions and labor issues;
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•
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exposure to local political conditions, including the risk of seizure of assets by a foreign government;
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•
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exposure to local social unrest, including any resultant acts of war, terrorism or similar events;
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•
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exposure to local public health issues and the resultant impact on economic and political conditions;
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•
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currency exchange rate fluctuations;
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•
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controls on the repatriation of cash, including imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
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•
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export and import restrictions; and
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•
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difficulties in penetrating new markets due to established and entrenched competitors.
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•
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product quality;
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•
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technical expertise and development capability;
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•
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new product innovation;
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•
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reliability and timeliness of delivery;
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•
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price competitiveness;
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•
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product design capability;
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•
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manufacturing expertise;
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•
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operational flexibility;
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•
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global production capabilities;
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•
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customer service; and
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•
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overall management.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Name
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Age
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Years as Executive Officer
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Title
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Ramzi Y. Hermiz
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51
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4
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President and Chief Executive Officer
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W. Jay Potter
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55
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1
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Senior Vice President and Chief Financial Officer
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Gary DeThomas
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53
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2
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Vice President Corporate Controller
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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2016
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2015
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||||||||||||
Quarter
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High
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Low
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High
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Low
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||||||||
1st
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$
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8.55
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$
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3.70
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$
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17.37
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$
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10.98
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2nd
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$
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6.51
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$
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3.06
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$
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14.70
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$
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11.58
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3rd
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$
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9.78
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$
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4.95
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$
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13.83
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$
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9.54
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4th
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$
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9.69
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$
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6.50
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$
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12.22
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$
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6.59
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10/31/2011
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10/31/2012
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10/31/2013
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10/31/2014
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10/31/2015
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10/31/2016
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||||||
Shiloh Industries, Inc.
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$
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100.00
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$
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150.38
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$
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220.28
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$
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228.60
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$
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101.15
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$
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93.77
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S&P 500
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$
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100.00
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$
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112.68
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$
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140.15
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$
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161.02
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$
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165.91
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$
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169.83
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S&P Supercomposite Auto Parts and Equipment Index
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$
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100.00
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$
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78.82
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$
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136.46
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$
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147.97
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$
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146.58
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$
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131.65
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Year Ended October 31,
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|||||||||||||
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2016
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2015*
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2014*
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2013*
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2012*
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|||||
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(dollars in thousands, except per share amount)
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|||||||||||||
Operating Results
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Revenues (a)
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$1,065,834
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$1,073,052
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$832,067
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$660,217
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$547,283
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|||||
Selling, general, and administrative expenses (a)
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73,417
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63,028
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50,236
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31,181
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24,155
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Net income
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3,669
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5,905
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19,915
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20,186
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13,345
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Basic earnings per common share
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$0.21
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$0.34
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$1.16
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$1.19
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$0.79
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|||||
Diluted earnings per common share
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$0.21
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$0.34
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$1.16
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$1.19
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$0.79
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|||||
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|||||
Financial Position
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|||||
Total assets (a)
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$626,429
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$660,854
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$625,678
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$390,294
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$248,921
|
|||||
Long-term debt (a)
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256,922
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298,873
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268,102
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119,384
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21,150
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Total liabilities
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493,639
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526,392
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485,253
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260,710
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141,699
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Total stockholders' equity
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132,790
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134,462
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140,425
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129,584
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107,222
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Dividends declared per common share
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$0.00
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$0.00
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$0.00
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$0.25
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$0.50
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Production Volumes
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Year Ended October 31,
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|||||||
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2016
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2015
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2014
|
|||
Europe
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21,255
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20,802
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20,148
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North America
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17,806
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17,423
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16,850
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Total
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39,061
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38,225
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36,998
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Europe:
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|
|||
Increase from prior year
|
453
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|
654
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% Increase from prior year
|
2.2
|
%
|
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3.2
|
%
|
|
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North America
|
|
|
|
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|
|||
Increase from prior year
|
383
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|
|
573
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|
|
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% Increase from prior year
|
2.2
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%
|
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3.4
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%
|
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|
Total
|
|
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|
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|
|||
Increase from prior year
|
836
|
|
|
1,227
|
|
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% Increase from prior year
|
2.2
|
%
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
||||||||||
|
Years Ended October 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
change
|
|
change
|
||||||||||
Net cash provided by operating activities
|
$
|
69,361
|
|
|
$
|
3,373
|
|
|
$
|
29,018
|
|
|
$
|
65,988
|
|
|
$
|
(25,645
|
)
|
Net cash used in investing activities
|
$
|
(28,316
|
)
|
|
$
|
(27,701
|
)
|
|
$
|
(159,408
|
)
|
|
$
|
(615
|
)
|
|
$
|
131,707
|
|
Net cash (used for) provided by financing activities
|
$
|
(43,546
|
)
|
|
$
|
26,120
|
|
|
$
|
142,526
|
|
|
$
|
(69,666
|
)
|
|
$
|
(116,406
|
)
|
|
Years Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operational cash flow before changes in operating assets and liabilities
|
$
|
44,163
|
|
|
$
|
46,726
|
|
|
$
|
44,780
|
|
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
10,975
|
|
|
(27,607
|
)
|
|
(10,273
|
)
|
|||
Inventories
|
(2,408
|
)
|
|
358
|
|
|
4,734
|
|
|||
Prepaids and other assets
|
14,476
|
|
|
(8,665
|
)
|
|
(8,270
|
)
|
|||
Payables and other liabilities
|
(1,843
|
)
|
|
(5,923
|
)
|
|
3,573
|
|
|||
Accrued income taxes
|
3,998
|
|
|
(1,516
|
)
|
|
(5,526
|
)
|
|||
Total change in operating assets and liabilities
|
$
|
25,198
|
|
|
$
|
(43,353
|
)
|
|
$
|
(15,762
|
)
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
69,361
|
|
|
$
|
3,373
|
|
|
$
|
29,018
|
|
•
|
Cash inflows from changes in operating assets and liabilities was
$25,198
for the fiscal year ended
October 31, 2016
and was positively impacted by working capital initiatives. Cash outflows from changes in operating assets and liabilities were
$43,353
and
$15,762
for the fiscal years ended October 31,
2015
and
2014
, respectively. Both 2016 and 2015 were positively impacted by increased sales, acquisition integration and new product launches.
|
•
|
Cash inflows from changes in accounts receivable for the fiscal year ended
October 31, 2016
was
$10,975
. The improvement was primarily due to increased efforts in collecting receivables and invoicing of customer reimbursed tooling programs as the Company’s product launches have significantly increased since 2014. Cash outflows from changes in accounts receivable for the fiscal years ended October 31,
2015
and
2014
was
$27,607
and
$10,273
, respectively, primarily driven by sales increases, acquisitions.
|
•
|
Cash outflows from changes in inventory for the fiscal year ended
October 31, 2016
was
$2,408
. The use of cash was primarily driven by a change in customer mix and delivery. Cash inflows for the fiscal years ended October 31,
2015
and
2014
was
$358
and
$4,734
, respectively, were also driven by a change in customer mix and delivery, acquisition integration and improvements in inventory management.
|
•
|
Cash inflows from changes in prepaids and other assets for the fiscal year ended
October 31, 2016
was
$14,476
and improved from the invoicing of customer reimbursed tooling. Cash outflows from changes in prepaids and other assets for the fiscal years ended October 31, 2015 and 2014 was
$8,665
and
$8,270
, respectively. Significant new program launches in 2014 and 2015 lead to an increase in spending resulting in higher prepaid tooling. As production started on those new awards later in 2015, the Company was able to invoice the customer to recover the investments.
|
•
|
Cash outflows from changes in payables and other for the fiscal years ended
October 31, 2016
and 2015 was
$1,843
and
$5,923
, respectively, as a result of favorable raw material pricing as well as reductions in tooling investments. Cash inflows from changes in payables and other for the fiscal year ended 2014 was
$3,573
due to acquisitions.
|
•
|
Cash inflows from changes in accrued income taxes for the fiscal years ended
October 31, 2016
of
$3,998
was primarily driven by federal income tax refunds and cash outflows of
$1,516
and
$5,526
, respectively, for the fiscal year ended
October 31, 2014
were primarily due to tax payments.
|
Maturities of Debt Obligations:
|
|
Credit Agreement
|
|
Equipment Security Note
|
|
Capital Lease Obligations
|
|
Other Debt
|
|
Total
|
||||||||||
Less than 1 year
|
|
$
|
—
|
|
|
$
|
513
|
|
|
$
|
849
|
|
|
$
|
661
|
|
|
$
|
2,023
|
|
1-3 years
|
|
252,900
|
|
|
483
|
|
|
1,459
|
|
|
—
|
|
|
254,842
|
|
|||||
3-5 years
|
|
—
|
|
|
—
|
|
|
2,080
|
|
|
—
|
|
|
2,080
|
|
|||||
After 5 years
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
252,900
|
|
|
$
|
996
|
|
|
$
|
4,388
|
|
|
$
|
661
|
|
|
$
|
258,945
|
|
•
|
The impact on historical financial statements of any known or unknown accounting errors or irregularities; and the magnitude of any adjustments in restated financial statements of the Company’s operating results:
|
•
|
The Company's ability to accomplish its strategic objectives.
|
•
|
The Company's ability to obtain future sales.
|
•
|
Changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities.
|
•
|
Costs related to legal and administrative matters.
|
•
|
The Company's ability to realize cost savings expected to offset price concessions.
|
•
|
The Company's ability to successfully integrate acquired businesses
,
including businesses located outside of the United States. Risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the lack of acceptance of its products.
|
•
|
Inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks.
|
•
|
Work stoppages and strikes at the Company's facilities and that of the Company's customers or suppliers.
|
•
|
The Company's dependence on the automotive and heavy truck industries, which are highly cyclical.
|
•
|
The dependence of the automotive industry on consumer spending, which is subject to the impact of domestic and international economic conditions affecting car and light truck production.
|
•
|
Regulations and policies regarding international trade.
|
•
|
Financial and business downturns of the Company's customers or vendors, including any production cutbacks or bankruptcies. Increases in the price of, or limitations on the availability of, steel, aluminum or magnesium, the Company's primary raw materials, or decreases in the price of scrap steel.
|
•
|
The successful launch and consumer acceptance of new vehicles for which the Company supplies parts.
|
•
|
The occurrence of any event or condition that may be deemed a material adverse effect under the Company’s outstanding indebtedness or a decrease in customer demand which could cause a covenant default under the Company’s outstanding indebtedness.
|
•
|
Pension plan funding requirements.
|
|
|
Liability Derivatives
|
||
|
|
Balance Sheet
|
October 31,
|
October 31,
|
|
|
Location
|
2016
|
2015
|
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
Interest rate swap contracts
|
Liabilities
|
$(5,036)
|
$(4,989)
|
|
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)
|
||
Derivatives Designated as Hedging Instruments:
|
|
|
|
||
|
Interest rate swap contracts
|
$64
|
Interest expense
|
$1,530
|
|
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)
|
||
Derivatives Designated as Hedging Instruments:
|
|
|
|
||
|
Interest rate swap contracts
|
$(1,618)
|
Interest expense
|
$433
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data.
|
INDEX TO FINANCIAL STATEMENTS
|
||||
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity for the years ended October 31, 2016, 2015, and 2014
|
||||
|
|
October 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
8,696
|
|
|
$
|
13,100
|
|
Investment in marketable securities
|
|
174
|
|
|
356
|
|
||
Accounts receivable, net
|
|
183,862
|
|
|
194,155
|
|
||
Related-party accounts receivable
|
|
1,235
|
|
|
1,092
|
|
||
Prepaid income taxes
|
|
1,653
|
|
|
4,515
|
|
||
Inventories, net
|
|
60,547
|
|
|
57,868
|
|
||
Deferred income taxes
|
|
—
|
|
|
2,837
|
|
||
Prepaid expenses and other assets
|
|
36,986
|
|
|
45,706
|
|
||
Total current assets
|
|
293,153
|
|
|
319,629
|
|
||
Property, plant and equipment, net
|
|
265,837
|
|
|
279,223
|
|
||
Goodwill
|
|
27,490
|
|
|
27,992
|
|
||
Intangible assets, net
|
|
17,279
|
|
|
19,543
|
|
||
Deferred income taxes
|
|
9,974
|
|
|
2,958
|
|
||
Other assets
|
|
12,696
|
|
|
11,509
|
|
||
Total assets
|
|
$
|
626,429
|
|
|
$
|
660,854
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Current debt
|
|
$
|
2,023
|
|
|
$
|
2,080
|
|
Accounts payable
|
|
158,514
|
|
|
161,123
|
|
||
Other accrued expenses
|
|
40,824
|
|
|
34,459
|
|
||
Accrued income taxes
|
|
1,686
|
|
|
—
|
|
||
Total current liabilities
|
|
203,047
|
|
|
197,662
|
|
||
Long-term debt
|
|
256,922
|
|
|
298,873
|
|
||
Long-term benefit liabilities
|
|
23,312
|
|
|
17,376
|
|
||
Deferred income taxes
|
|
4,734
|
|
|
6,180
|
|
||
Interest rate swap agreement
|
|
5,036
|
|
|
4,989
|
|
||
Other liabilities
|
|
588
|
|
|
1,312
|
|
||
Total liabilities
|
|
493,639
|
|
|
526,392
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at October 31, 2016 and October 31, 2015, respectively
|
|
—
|
|
|
—
|
|
||
Common stock, par value $.01 per share; 50,000,000 and 25,000,000 shares authorized at October 31, 2016 and October 31, 2015, respectively; 17,614,057 and 17,309,623 shares issued and outstanding at October 31, 2016 and October 31, 2015, respectively
|
|
176
|
|
|
173
|
|
||
Paid-in capital
|
|
70,403
|
|
|
69,334
|
|
||
Retained earnings
|
|
118,673
|
|
|
115,004
|
|
||
Accumulated other comprehensive loss, net
|
|
(56,462
|
)
|
|
(50,049
|
)
|
||
Total stockholders’ equity
|
|
132,790
|
|
|
134,462
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
626,429
|
|
|
$
|
660,854
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
|
$
|
1,065,834
|
|
|
$
|
1,073,052
|
|
|
$
|
832,067
|
|
Cost of sales
|
|
969,658
|
|
|
986,865
|
|
|
755,755
|
|
|||
Gross profit
|
|
96,176
|
|
|
86,187
|
|
|
76,312
|
|
|||
Selling, general and administrative expenses
|
|
73,417
|
|
|
63,028
|
|
|
50,236
|
|
|||
Amortization of intangible assets
|
|
2,258
|
|
|
2,295
|
|
|
2,164
|
|
|||
Asset impairment (recovery), net
|
|
2,031
|
|
|
—
|
|
|
(4,026
|
)
|
|||
Operating income
|
|
18,470
|
|
|
20,864
|
|
|
27,938
|
|
|||
Interest expense
|
|
18,086
|
|
|
9,898
|
|
|
4,415
|
|
|||
Interest income
|
|
(23
|
)
|
|
(36
|
)
|
|
(25
|
)
|
|||
Other (income) expense, net
|
|
1,890
|
|
|
387
|
|
|
(504
|
)
|
|||
Income (loss) before income taxes
|
|
(1,483
|
)
|
|
10,615
|
|
|
24,052
|
|
|||
Provision (benefit) for income taxes
|
|
(5,152
|
)
|
|
4,710
|
|
|
4,137
|
|
|||
Net income
|
|
$
|
3,669
|
|
|
$
|
5,905
|
|
|
$
|
19,915
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
0.21
|
|
|
$
|
0.34
|
|
|
$
|
1.16
|
|
Basic weighted average number of common shares
|
|
17,513
|
|
|
17,287
|
|
|
17,145
|
|
|||
Diluted earnings per share
|
|
$
|
0.21
|
|
|
$
|
0.34
|
|
|
$
|
1.16
|
|
Diluted weighted average number of common shares
|
|
17,526
|
|
|
17,310
|
|
|
17,215
|
|
|
|
|
|
Years Ended October 31,
|
|
||||||||||
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Net income
|
$
|
3,669
|
|
|
$
|
5,905
|
|
|
$
|
19,915
|
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|||||||||
|
Defined benefit pension plans & other postretirement benefits
|
|
|
|
|
|
|
||||||||
|
|
|
Amortization of net actuarial loss
|
1,251
|
|
|
1,214
|
|
|
1,115
|
|
|
|||
|
|
|
Actuarial net gain (loss)
|
(5,081
|
)
|
|
743
|
|
|
(4,113
|
)
|
|
|||
|
|
|
Asset net gain (loss)
|
(3,006
|
)
|
|
(3,008
|
)
|
|
926
|
|
|
|||
|
|
|
Income tax benefit (provision)
|
2,986
|
|
|
(387
|
)
|
|
783
|
|
|
|||
|
|
Total defined benefit pension plans & other post retirement benefits, net of tax
|
(3,850
|
)
|
|
(1,438
|
)
|
|
(1,289
|
)
|
|
||||
|
Marketable securities
|
|
|
|
|
|
|
||||||||
|
|
|
Unrealized gain (loss) on marketable securities
|
(183
|
)
|
|
(689
|
)
|
|
518
|
|
|
|||
|
|
|
Income tax benefit (provision)
|
58
|
|
|
248
|
|
|
(53
|
)
|
|
|||
|
|
|
Reclassification adjustments for gain on marketable securities included in net income
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
|||
|
|
Total marketable securities, net of tax
|
(125
|
)
|
|
(441
|
)
|
|
100
|
|
|
||||
|
Derivatives and hedging
|
|
|
|
|
|
|
||||||||
|
|
|
Unrealized loss on interest rate swap agreements
|
(1,577
|
)
|
|
(2,912
|
)
|
|
(2,510
|
)
|
|
|||
|
|
|
Income tax benefit
|
111
|
|
|
861
|
|
|
952
|
|
|
|||
|
|
|
Reclassification adjustments for settlement of derivatives included in net income
|
1,530
|
|
|
433
|
|
|
—
|
|
|
|||
|
|
Change in fair value of derivative instruments, net of tax
|
64
|
|
|
(1,618
|
)
|
|
(1,558
|
)
|
|
||||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||||||
|
|
|
Foreign currency translation loss
|
(3,032
|
)
|
|
(9,671
|
)
|
|
(8,052
|
)
|
|
|||
|
|
|
Reclassification adjustments for settlement of foreign currency included in net income
|
530
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
Unrealized loss on foreign currency translation, net of tax
|
(2,502
|
)
|
|
(9,671
|
)
|
|
(8,052
|
)
|
|
||||
Comprehensive income (loss), net
|
$
|
(2,744
|
)
|
|
$
|
(7,263
|
)
|
|
$
|
9,116
|
|
|
|
Years Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,669
|
|
|
$
|
5,905
|
|
|
$
|
19,915
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
37,645
|
|
|
34,267
|
|
|
27,839
|
|
|||
Amortization of deferred financing costs
|
2,505
|
|
|
992
|
|
|
807
|
|
|||
Asset impairment (recoveries), net
|
2,031
|
|
|
—
|
|
|
(4,026
|
)
|
|||
Deferred income taxes
|
(2,704
|
)
|
|
4,263
|
|
|
837
|
|
|||
Stock-based compensation expense
|
1,072
|
|
|
1,025
|
|
|
579
|
|
|||
(Gain) loss on sale of assets
|
(55
|
)
|
|
274
|
|
|
(806
|
)
|
|||
Gain on sale of marketable securities
|
—
|
|
|
—
|
|
|
(365
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
10,975
|
|
|
(27,607
|
)
|
|
(10,273
|
)
|
|||
Inventories, net
|
(2,408
|
)
|
|
358
|
|
|
4,734
|
|
|||
Prepaids and other assets
|
14,476
|
|
|
(8,665
|
)
|
|
(8,270
|
)
|
|||
Payables and other liabilities
|
(1,843
|
)
|
|
(5,923
|
)
|
|
3,573
|
|
|||
Accrued income taxes
|
3,998
|
|
|
(1,516
|
)
|
|
(5,526
|
)
|
|||
Net cash provided by operating activities
|
69,361
|
|
|
3,373
|
|
|
29,018
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(28,324
|
)
|
|
(39,376
|
)
|
|
(39,593
|
)
|
|||
Investment in marketable securities
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||
Investment in joint venture
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
195
|
|
|
(124,544
|
)
|
|||
Proceeds from sale of assets
|
1,508
|
|
|
11,480
|
|
|
5,762
|
|
|||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
967
|
|
|||
Net cash used for investing activities
|
(28,316
|
)
|
|
(27,701
|
)
|
|
(159,408
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Payment of capital leases
|
(860
|
)
|
|
(821
|
)
|
|
(382
|
)
|
|||
Proceeds from long-term borrowings
|
145,400
|
|
|
153,900
|
|
|
182,500
|
|
|||
Repayments of long-term borrowings
|
(186,301
|
)
|
|
(121,589
|
)
|
|
(39,877
|
)
|
|||
Payment of deferred financing costs
|
(1,785
|
)
|
|
(5,529
|
)
|
|
(776
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
159
|
|
|
1,061
|
|
|||
Net cash (used for) provided by financing activities
|
(43,546
|
)
|
|
26,120
|
|
|
142,526
|
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
(1,903
|
)
|
|
(706
|
)
|
|
(520
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(4,404
|
)
|
|
1,086
|
|
|
11,616
|
|
|||
Cash and cash equivalents at beginning of period
|
13,100
|
|
|
12,014
|
|
|
398
|
|
|||
Cash and cash equivalents at end of period
|
$
|
8,696
|
|
|
$
|
13,100
|
|
|
$
|
12,014
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
15,801
|
|
|
$
|
9,373
|
|
|
$
|
3,862
|
|
Cash paid for (refund of) income taxes
|
$
|
(5,855
|
)
|
|
$
|
1,770
|
|
|
$
|
7,995
|
|
|
|
|
|
|
|
||||||
Non-cash Activities:
|
|
|
|
|
|
||||||
Equipment acquired under capital lease
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,639
|
|
Capital equipment included in accounts payable
|
$
|
5,604
|
|
|
$
|
4,225
|
|
|
$
|
5,415
|
|
|
Common Stock ($.01 Par Value)
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
October 31, 2013
|
$
|
170
|
|
|
$
|
66,312
|
|
|
$
|
89,184
|
|
|
$
|
(26,082
|
)
|
|
$
|
129,584
|
|
Net income
|
—
|
|
|
—
|
|
|
19,915
|
|
|
—
|
|
|
19,915
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,799
|
)
|
|
(10,799
|
)
|
|||||
Restricted stock and exercise of stock options
|
2
|
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
1,061
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
579
|
|
|
—
|
|
|
—
|
|
|
579
|
|
|||||
Income tax effect on stock compensation
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
$
|
85
|
|
||||
October 31, 2014
|
$
|
172
|
|
|
$
|
68,035
|
|
|
$
|
109,099
|
|
|
$
|
(36,881
|
)
|
|
$
|
140,425
|
|
Net income
|
—
|
|
|
—
|
|
|
5,905
|
|
|
—
|
|
|
5,905
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,168
|
)
|
|
(13,168
|
)
|
|||||
Restricted stock and exercise of stock options
|
1
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
1,025
|
|
|
—
|
|
|
—
|
|
|
1,025
|
|
|||||
Income tax effect on stock compensation
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|||||
October 31, 2015
|
$
|
173
|
|
|
$
|
69,334
|
|
|
$
|
115,004
|
|
|
$
|
(50,049
|
)
|
|
$
|
134,462
|
|
Net income
|
—
|
|
|
—
|
|
|
3,669
|
|
|
—
|
|
|
3,669
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,413
|
)
|
|
(6,413
|
)
|
|||||
Restricted stock and exercise of stock options
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|||||
October 31, 2016
|
$
|
176
|
|
|
$
|
70,403
|
|
|
$
|
118,673
|
|
|
$
|
(56,462
|
)
|
|
$
|
132,790
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 31, 2015
|
||||||||||
Balance Sheet
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||
Accounts receivable, net
|
$
|
194,373
|
|
|
$
|
(218
|
)
|
|
$
|
194,155
|
|
Prepaid income taxes
|
3,799
|
|
|
716
|
|
|
4,515
|
|
|||
Inventories, net
|
58,179
|
|
|
(311
|
)
|
|
57,868
|
|
|||
Prepaid expenses and other assets
|
48,267
|
|
|
(2,561
|
)
|
|
45,706
|
|
|||
Total current assets
|
322,003
|
|
|
(2,374
|
)
|
|
319,629
|
|
|||
Property, plant and equipment, net
|
280,260
|
|
|
(1,037
|
)
|
|
279,223
|
|
|||
Goodwill
|
28,843
|
|
|
(851
|
)
|
|
27,992
|
|
|||
Deferred income taxes
|
4,431
|
|
|
(1,473
|
)
|
|
2,958
|
|
|||
Total assets
|
666,589
|
|
|
(5,735
|
)
|
|
660,854
|
|
|||
Accounts payable
|
160,405
|
|
|
718
|
|
|
161,123
|
|
|||
Total current liabilities
|
196,944
|
|
|
718
|
|
|
197,662
|
|
|||
Total liabilities
|
525,674
|
|
|
718
|
|
|
526,392
|
|
|||
Retained earnings
|
121,457
|
|
|
(6,453
|
)
|
|
115,004
|
|
|||
Total stockholders’ equity
|
140,915
|
|
|
(6,453
|
)
|
|
134,462
|
|
|||
Total liabilities and stockholders’ equity
|
666,589
|
|
|
(5,735
|
)
|
|
660,854
|
|
|
Year Ended October 31, 2015
|
||||||||||
Statement of Income
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||
Net revenues*
|
$
|
1,073,143
|
|
|
$
|
(91
|
)
|
|
$
|
1,073,052
|
|
Cost of sales*
|
986,057
|
|
|
808
|
|
|
986,865
|
|
|||
Gross profit
|
87,086
|
|
|
(899
|
)
|
|
86,187
|
|
|||
Operating income
|
21,763
|
|
|
(899
|
)
|
|
20,864
|
|
|||
Income before income taxes
|
11,514
|
|
|
(899
|
)
|
|
10,615
|
|
|||
Provision for income taxes
|
3,250
|
|
|
1,460
|
|
|
4,710
|
|
|||
Net income
|
8,264
|
|
|
(2,359
|
)
|
|
5,905
|
|
|||
Basic earnings per share
|
$0.48
|
|
$0.14
|
|
$0.34
|
||||||
Dilute earnings per share
|
$0.48
|
|
$0.14
|
|
$0.34
|
|
Year Ended October 31, 2014
|
||||||||||
Statement of Income
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||
Net revenues*
|
$
|
832,026
|
|
|
$
|
41
|
|
|
$
|
832,067
|
|
Cost of sales*
|
752,425
|
|
|
3,330
|
|
|
755,755
|
|
|||
Gross profit
|
79,601
|
|
|
(3,289
|
)
|
|
76,312
|
|
|||
Selling, general & administrative expenses
|
50,207
|
|
|
29
|
|
|
50,236
|
|
|||
Amortization of intangible assets
|
2,255
|
|
|
(91
|
)
|
|
2,164
|
|
|||
Operating income
|
31,165
|
|
|
(3,227
|
)
|
|
27,938
|
|
|||
Interest expense
|
4,503
|
|
|
(88
|
)
|
|
4,415
|
|
|||
Income before income taxes
|
27,191
|
|
|
(3,139
|
)
|
|
24,052
|
|
|||
Provision for income taxes
|
4,747
|
|
|
(610
|
)
|
|
4,137
|
|
|||
Net income
|
22,444
|
|
|
(2,529
|
)
|
|
19,915
|
|
|||
Basic earnings per share
|
$1.31
|
|
$(0.15)
|
|
$1.16
|
||||||
Dilute earnings per share
|
$1.30
|
|
$(0.14)
|
|
$1.16
|
|
Year Ended October 31, 2015
|
||||||||||
Statement of Comprehensive Loss
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||
Net income
|
$
|
8,264
|
|
|
$
|
(2,359
|
)
|
|
$
|
5,905
|
|
Comprehensive loss
|
(4,904
|
)
|
|
(2,359
|
)
|
|
(7,263
|
)
|
|
Year Ended October 31, 2014
|
||||||||||
Statement of Comprehensive Income
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||
Net income
|
$
|
22,444
|
|
|
$
|
(2,529
|
)
|
|
$
|
19,915
|
|
Comprehensive income
|
11,645
|
|
|
(2,529
|
)
|
|
9,116
|
|
|
Year Ended October 31, 2015
|
||||||||||
Statement of Cash Flows
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||
Net income
|
$
|
8,264
|
|
|
$
|
(2,359
|
)
|
|
$
|
5,905
|
|
Depreciation and amortization
|
34,213
|
|
|
54
|
|
|
34,267
|
|
|||
Deferred income taxes
|
2,997
|
|
|
1,266
|
|
|
4,263
|
|
|||
Accounts receivable
|
(27,595
|
)
|
|
(12
|
)
|
|
(27,607
|
)
|
|||
Inventories
|
989
|
|
|
(631
|
)
|
|
358
|
|
|||
Prepaids and other assets
|
(9,553
|
)
|
|
888
|
|
|
(8,665
|
)
|
|||
Payables and other
|
(6,394
|
)
|
|
471
|
|
|
(5,923
|
)
|
|||
Accrued income taxes
|
(1,711
|
)
|
|
195
|
|
|
(1,516
|
)
|
|||
Net cash provided by operating activities
|
3,501
|
|
|
(128
|
)
|
|
3,373
|
|
|||
Capital expenditures
|
(39,504
|
)
|
|
128
|
|
|
(39,376
|
)
|
|||
Net cash used in investing activities
|
(27,829
|
)
|
|
128
|
|
|
(27,701
|
)
|
|
Year Ended October 31, 2014
|
||||||||||
Statement of Cash Flows
|
As Reported
|
|
Revision Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
22,444
|
|
|
$
|
(2,529
|
)
|
|
$
|
19,915
|
|
Depreciation and amortization
|
27,893
|
|
|
(54
|
)
|
|
27,839
|
|
|||
Deferred income taxes
|
843
|
|
|
(6
|
)
|
|
837
|
|
|||
Accounts receivable
|
(10,444
|
)
|
|
171
|
|
|
(10,273
|
)
|
|||
Inventories
|
3,795
|
|
|
939
|
|
|
4,734
|
|
|||
Prepaids and other assets
|
(9,542
|
)
|
|
1,272
|
|
|
(8,270
|
)
|
|||
Payables and other
|
3,327
|
|
|
246
|
|
|
3,573
|
|
|||
Accrued income taxes
|
(4,922
|
)
|
|
(604
|
)
|
|
(5,526
|
)
|
|||
Net cash provided by operating activities
|
29,583
|
|
|
(565
|
)
|
|
29,018
|
|
|||
Capital expenditures
|
(40,158
|
)
|
|
565
|
|
|
(39,593
|
)
|
|||
Net cash used in investing activities
|
(159,973
|
)
|
|
565
|
|
|
(159,408
|
)
|
|
|
||||||||||
Statement of Stockholders' Equity
|
As Reported
|
|
Revision Adjustment
|
|
As Revised
|
||||||
Total stockholders' equity, Balance at October 31, 2013
|
$
|
131,149
|
|
|
$
|
(1,565
|
)
|
|
$
|
129,584
|
|
Retained earnings, Balance at October 31, 2013
|
90,749
|
|
|
(1,565
|
)
|
|
89,184
|
|
|||
Net income fiscal year 2014
|
22,444
|
|
|
(2,529
|
)
|
|
19,915
|
|
|||
Retained earnings, Balance at October 31, 2014
|
113,193
|
|
|
(4,094
|
)
|
|
109,099
|
|
|||
Total stockholders' equity, Balance at October 31, 2014
|
144,519
|
|
|
(4,094
|
)
|
|
140,425
|
|
|||
Net income fiscal year 2015
|
8,264
|
|
|
(2,359
|
)
|
|
5,905
|
|
|||
Retained earnings, Balance at October 31, 2015
|
121,457
|
|
|
(6,453
|
)
|
|
115,004
|
|
|||
Total stockholders' equity, Balance at October 31, 2015
|
140,915
|
|
|
(6,453
|
)
|
|
134,462
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
26,367
|
|
|
$
|
31,678
|
|
Work-in-process
|
16,149
|
|
|
10,944
|
|
||
Finished goods
|
18,031
|
|
|
15,246
|
|
||
Total inventories
|
$
|
60,547
|
|
|
$
|
57,868
|
|
|
|
|
October 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
Tooling (1)
|
|
$
|
19,792
|
|
|
$
|
38,097
|
|
|
Prepaid expenses and other assets
|
|
10,694
|
|
|
7,609
|
|
|||
Assets held for sale
|
|
6,500
|
|
|
—
|
|
|||
|
Total
|
|
$
|
36,986
|
|
|
$
|
45,706
|
|
|
|
|
|
October 31,
|
||||||
|
|
|
|
2016
|
|
2015
|
||||
Other assets consist of the following:
|
|
|
|
|
||||||
|
Deferred financing costs, net
|
|
$
|
6,098
|
|
|
$
|
6,818
|
|
|
|
Tooling
|
|
881
|
|
|
1,499
|
|
|||
|
Investment in joint venture
|
|
1,300
|
|
|
—
|
|
|||
|
Other
|
|
4,417
|
|
|
3,192
|
|
|||
|
|
Total
|
|
$
|
12,696
|
|
|
$
|
11,509
|
|
|
|
|
|
|
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
11,358
|
|
|
$
|
11,330
|
|
Buildings and improvements
|
117,291
|
|
|
118,166
|
|
||
Machinery and equipment
|
505,768
|
|
|
494,567
|
|
||
Furniture and fixtures
|
18,200
|
|
|
13,901
|
|
||
Construction in progress
|
37,612
|
|
|
51,253
|
|
||
Total, at cost
|
690,229
|
|
|
689,217
|
|
||
Less: Accumulated depreciation
|
424,392
|
|
|
409,994
|
|
||
Property, plant and equipment, net
|
$
|
265,837
|
|
|
$
|
279,223
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
Leased Property:
|
|
|
|
||||
Machinery and equipment
|
$
|
7,295
|
|
|
$
|
7,019
|
|
Less: Accumulated depreciation
|
$
|
1,781
|
|
|
$
|
1,142
|
|
Leased property, net
|
$
|
5,514
|
|
|
$
|
5,877
|
|
Twelve Months Ending October 31,
|
|
||
2017
|
$
|
849
|
|
2018
|
865
|
|
|
2019
|
594
|
|
|
2020
|
372
|
|
|
2021
|
1,708
|
|
|
|
4,388
|
|
|
Plus amount representing interest ranging from 3.05% to 3.77%
|
489
|
|
|
Total obligations under capital leases
|
$
|
4,877
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
Credit Agreement —interest at 5.14% and 4.44% at October 31, 2016 and October 31, 2015, respectively
|
$
|
252,900
|
|
|
$
|
293,300
|
|
Equipment security note
|
996
|
|
|
1,496
|
|
||
Capital lease obligations
|
4,388
|
|
|
5,434
|
|
||
Insurance broker financing agreement
|
661
|
|
|
723
|
|
||
Total debt
|
258,945
|
|
|
300,953
|
|
||
Less: Current debt
|
2,023
|
|
|
2,080
|
|
||
Total long-term debt
|
$
|
256,922
|
|
|
$
|
298,873
|
|
Twelve Months Ending October 31,
|
|
Credit Agreement
|
|
Equipment Security Note
|
|
Capital Lease Obligations
|
|
Other Debt
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
$
|
—
|
|
|
$
|
513
|
|
|
$
|
849
|
|
|
$
|
661
|
|
|
$
|
2,023
|
|
2018
|
|
—
|
|
|
483
|
|
|
865
|
|
|
—
|
|
|
1,348
|
|
|||||
2019
|
|
252,900
|
|
|
—
|
|
|
594
|
|
|
—
|
|
|
253,494
|
|
|||||
2020
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
|||||
2021
|
|
—
|
|
|
—
|
|
|
1,708
|
|
|
—
|
|
|
1,708
|
|
|||||
Total
|
|
$
|
252,900
|
|
|
$
|
996
|
|
|
$
|
4,388
|
|
|
$
|
661
|
|
|
$
|
258,945
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance October 31, 2014
|
|
$
|
30,036
|
|
|
|
Acquisitions, including adjustments on prior year acquisitions
|
|
(488
|
)
|
|
|
Foreign currency translation and other
|
|
(1,556
|
)
|
|
Balance October 31, 2015
|
|
27,992
|
|
||
|
Foreign currency translation and other
|
|
(502
|
)
|
|
Balance October 31, 2016
|
|
$
|
27,490
|
|
|
|
Customer Relationships
|
Developed Technology
|
Non-Compete
|
Trade Name
|
Trademark
|
Total
|
||||||||||||
Balance October 31, 2014
|
$
|
15,856
|
|
$
|
4,311
|
|
$
|
62
|
|
$
|
1,624
|
|
$
|
145
|
|
$
|
21,998
|
|
|
|
Acquisitions and purchase accounting adjustments
|
(320
|
)
|
—
|
|
80
|
|
—
|
|
—
|
|
(240
|
)
|
||||||
|
Amortization expense
|
(1,305
|
)
|
(771
|
)
|
(79
|
)
|
(124
|
)
|
(16
|
)
|
(2,295
|
)
|
||||||
|
Foreign currency translation and other
|
80
|
|
—
|
|
—
|
|
—
|
|
—
|
|
80
|
|
||||||
Balance October 31, 2015
|
14,311
|
|
3,540
|
|
63
|
|
1,500
|
|
129
|
|
19,543
|
|
|||||||
|
Amortization expense
|
(1,330
|
)
|
(772
|
)
|
(16
|
)
|
(123
|
)
|
(17
|
)
|
(2,258
|
)
|
||||||
|
Foreign currency translation and other
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
||||||
Balance October 31, 2016
|
$
|
12,975
|
|
$
|
2,768
|
|
$
|
47
|
|
$
|
1,377
|
|
$
|
112
|
|
$
|
17,279
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
October 31, 2016
|
|||||||||||||||
|
|
Weighted Average Useful Life (years)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Foreign Currency Adjustment
|
|
Net
|
||||||||
|
Customer relationships
|
13.2
|
|
$
|
17,598
|
|
|
$
|
(4,589
|
)
|
|
$
|
(34
|
)
|
|
$
|
12,975
|
|
|
Developed technology
|
7.3
|
|
5,007
|
|
|
(2,239
|
)
|
|
—
|
|
|
2,768
|
|
||||
|
Non-compete
|
2.3
|
|
824
|
|
|
(777
|
)
|
|
—
|
|
|
47
|
|
||||
|
Trade name
|
14.8
|
|
1,875
|
|
|
(498
|
)
|
|
—
|
|
|
1,377
|
|
||||
|
Trademark
|
10.0
|
|
166
|
|
|
(54
|
)
|
|
—
|
|
|
112
|
|
||||
|
Total intangible assets
|
|
|
$
|
25,470
|
|
|
$
|
(8,157
|
)
|
|
$
|
(34
|
)
|
|
$
|
17,279
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
October 31, 2015
|
|||||||||||||||
|
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Foreign Currency Adjustment
|
|
Net
|
||||||||
|
Customer relationships
|
|
$
|
17,598
|
|
|
$
|
(3,259
|
)
|
|
$
|
(28
|
)
|
|
$
|
14,311
|
|
|
Developed technology
|
|
5,007
|
|
|
(1,467
|
)
|
|
—
|
|
|
3,540
|
|
||||
|
Non-compete
|
|
824
|
|
|
(761
|
)
|
|
—
|
|
|
63
|
|
||||
|
Trade name
|
|
1,875
|
|
|
(375
|
)
|
|
—
|
|
|
1,500
|
|
||||
|
Trademark
|
|
166
|
|
|
(37
|
)
|
|
—
|
|
|
129
|
|
||||
|
Total intangible assets
|
|
$
|
25,470
|
|
|
$
|
(5,899
|
)
|
|
$
|
(28
|
)
|
|
$
|
19,543
|
|
2017
|
|
2,259
|
|
|
2018
|
|
2,123
|
|
|
2019
|
|
1,716
|
|
|
2020
|
|
1,701
|
|
|
2021
|
|
1,701
|
|
|
Thereafter
|
|
7,779
|
|
|
|
|
$
|
17,279
|
|
|
|
||
2017
|
$
|
9,682
|
|
2018
|
8,677
|
||
2019
|
7,781
|
||
2020
|
6,501
|
||
2021
|
4,975
|
||
Thereafter
|
2,585
|
|
|
Total commitments under non-cancelable operating leases
|
$
|
40,201
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
(86,827
|
)
|
|
$
|
(88,590
|
)
|
|
$
|
(423
|
)
|
|
$
|
(639
|
)
|
Interest cost
|
(3,566
|
)
|
|
(3,466
|
)
|
|
(16
|
)
|
|
(24
|
)
|
||||
Actuarial gain (loss)
|
(5,100
|
)
|
|
563
|
|
|
20
|
|
|
180
|
|
||||
Benefits paid
|
4,709
|
|
|
4,666
|
|
|
47
|
|
|
60
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at end of year
|
(90,784
|
)
|
|
(86,827
|
)
|
|
(372
|
)
|
|
(423
|
)
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
66,655
|
|
|
65,861
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
1,562
|
|
|
1,690
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
950
|
|
|
3,770
|
|
|
47
|
|
|
60
|
|
||||
Benefits paid
|
(4,709
|
)
|
|
(4,666
|
)
|
|
(47
|
)
|
|
(60
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at end of year
|
64,458
|
|
|
66,655
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded status, benefit obligations in excess of plan assets
|
$
|
(26,326
|
)
|
|
$
|
(20,172
|
)
|
|
$
|
(372
|
)
|
|
$
|
(423
|
)
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Other accrued expenses
|
$
|
(4,120
|
)
|
|
$
|
(3,840
|
)
|
|
$
|
(42
|
)
|
|
$
|
(63
|
)
|
Long-term benefit liabilities
|
(22,206
|
)
|
|
(16,332
|
)
|
|
(330
|
)
|
|
(360
|
)
|
||||
Total
|
$
|
(26,326
|
)
|
|
$
|
(20,172
|
)
|
|
$
|
(372
|
)
|
|
$
|
(423
|
)
|
|
|
|
|
|
|
|
|
Components of Net Periodic Benefit Cost U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Interest cost
|
$
|
3,566
|
|
|
$
|
3,466
|
|
|
$
|
3,749
|
|
|
$
|
16
|
|
|
$
|
24
|
|
|
$
|
38
|
|
Expected return on plan assets
|
(4,568
|
)
|
|
(4,698
|
)
|
|
(4,281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
1,239
|
|
|
1,186
|
|
|
1,074
|
|
|
12
|
|
|
28
|
|
|
41
|
|
||||||
Net periodic benefit cost
|
$
|
237
|
|
|
$
|
(46
|
)
|
|
$
|
542
|
|
|
$
|
28
|
|
|
$
|
52
|
|
|
$
|
79
|
|
|
|
|
|
||||
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||
Amortization of net actuarial loss
|
$
|
1,508
|
|
|
$
|
10
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
51,795
|
|
|
$
|
44,928
|
|
|
$
|
122
|
|
|
$
|
153
|
|
|
|
|
|
|
|
|
|
||||||||
Recognized in accumulated other comprehensive loss
|
$
|
51,795
|
|
|
$
|
44,928
|
|
|
$
|
122
|
|
|
$
|
153
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Increase (decrease) in minimum liability included in other comprehensive income (loss)
|
$
|
6,867
|
|
|
$
|
(1,259
|
)
|
|
$
|
31
|
|
|
$
|
208
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used
to determine benefit obligations at October 31
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||
Discount rate
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||||
Weighted-average assumptions used to determine net
periodic benefit costs for years ended October 31
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
4.20
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
Expected long-term return on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
October 31,
|
||
Assumed health care trend rates
|
2016
|
|
2015
|
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)
|
6.8%
|
|
6.8%
|
Year that the rate reaches the ultimate trend rate
|
2018
|
|
2018
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
3
|
|
|
$
|
(3
|
)
|
Effect on post retirement obligation
|
$
|
28
|
|
|
$
|
(24
|
)
|
|
Target
Allocation
Percentage
|
Plan Assets at October 31,
|
||
2016
|
|
2015
|
||
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, 2016 Using
|
|
at October 31, 2015 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
|
|
$
|
12,904
|
|
|
$
|
10,294
|
|
|
$
|
9,515
|
|
|
$
|
12,302
|
|
|
Market
|
|
|
Small/Mid U.S. Equity
|
|
7,654
|
|
|
622
|
|
|
6,108
|
|
2,688
|
|
Market
|
||||||
|
|
International Equity
|
|
6,420
|
|
|
—
|
|
|
9,478
|
|
—
|
|
|
Market
|
|||||
|
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Government
|
|
—
|
|
|
309
|
|
|
—
|
|
|
298
|
|
Market
|
|||||
|
|
Corporate
|
|
17,738
|
|
|
4,571
|
|
|
17,832
|
|
4,547
|
|
Market
|
||||||
|
Real Estate (Primarily Commercial)
|
|
—
|
|
|
3,946
|
|
|
—
|
|
|
3,887
|
|
|
Market
|
|||||
Total Investments
|
|
$
|
44,716
|
|
|
$
|
19,742
|
|
|
$
|
42,933
|
|
|
$
|
23,722
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
2017
|
|
$
|
4,120
|
|
|
|
|
$
|
42
|
|
|
2018
|
|
4,000
|
|
|
|
|
41
|
|
|
||
2019
|
|
4,410
|
|
|
|
|
40
|
|
|
||
2020
|
|
4,630
|
|
|
|
|
40
|
|
|
||
2021
|
|
4,340
|
|
|
|
|
29
|
|
|
||
2022-2025
|
|
24,690
|
|
|
|
|
120
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Asset (Liability)
|
|
Level 2
|
|
Valuation Technique
|
||||
October 31, 2015:
|
|
|
|
|
|
|
||||
Interest Rate Swap Contracts
|
|
$
|
(4,989
|
)
|
|
$
|
(4,989
|
)
|
|
Income Approach
|
Marketable Securities
|
|
356
|
|
|
356
|
|
|
Income Approach
|
||
October 31, 2016:
|
|
|
|
|
|
|
||||
Interest Rate Swap Contracts
|
|
(5,036
|
)
|
|
(5,036
|
)
|
|
Income Approach
|
||
Marketable Securities
|
|
$
|
174
|
|
|
$
|
174
|
|
|
Income Approach
|
|
|
Asset
|
|
Level 3
|
|
Valuation Technique
|
||||
October 31, 2015:
|
|
|
|
|
|
|
||||
Goodwill
|
|
$
|
(488
|
)
|
|
$
|
(488
|
)
|
|
Income Approach
|
Intangible Assets
|
|
(240
|
)
|
|
(240
|
)
|
|
Income Approach
|
||
October 31, 2016:
|
|
|
|
|
|
|
||||
Goodwill
|
|
—
|
|
|
—
|
|
|
Income Approach
|
||
Intangible Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income Approach
|
|
Years Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income available to common stockholders
|
$
|
3,669
|
|
|
$
|
5,905
|
|
|
$
|
19,915
|
|
Basic weighted average shares
|
17,513
|
|
|
17,287
|
|
|
17,145
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Restricted stock units and stock options
|
13
|
|
|
23
|
|
|
70
|
|
|||
Diluted weighted average shares
|
17,526
|
|
|
17,310
|
|
|
17,215
|
|
|||
Basic earnings per share
|
$0.21
|
|
$0.34
|
|
$1.16
|
||||||
Diluted earnings per share
|
$0.21
|
|
$0.34
|
|
$1.16
|
|
Granted
|
|
20-Day EMA
|
|
Restricted Stock (1)
|
312,251
|
|
|
$4.30
|
Restricted Stock Units (2)
|
21,539
|
|
|
$4.17
|
|
|
Stock Options
|
|
Restricted Stock
|
|
Restricted Stock Units
|
|||||||||||||||||
Outstanding at:
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Restricted Shares
|
|
20 Day EMA (1)
|
|
Weighted Average Remaining Contractual Life
|
|
Restricted Share Units
|
|
20 Day EMA (1)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
November 1, 2013
|
|
236,134
|
|
|
$9.93
|
|
5.59
|
|
51,571
|
|
|
$10.18
|
|
2.84
|
|
—
|
|
|
—
|
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
89,500
|
|
|
19.65
|
|
|
|
|
—
|
|
|
—
|
|
|
Options exercised or restricted stock vested
|
|
(100,468
|
)
|
|
$10.55
|
|
|
|
(17,190
|
)
|
|
$10.18
|
|
|
|
—
|
|
|
—
|
|
|||
Forfeited or expired
|
|
(12,333
|
)
|
|
$7.19
|
|
|
|
(7,000
|
)
|
|
20.64
|
|
|
|
|
—
|
|
|
—
|
|
||
October 31, 2014
|
|
123,333
|
|
|
$9.69
|
|
5.15
|
|
116,881
|
|
|
$16.81
|
|
2.58
|
|
—
|
|
|
—
|
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
84,272
|
|
|
$11.22
|
|
|
|
—
|
|
|
—
|
|
||
Options exercised or restricted stock vested
|
|
(19,317
|
)
|
|
$8.19
|
|
|
|
(68,648
|
)
|
|
$14.99
|
|
|
|
—
|
|
|
—
|
|
|||
Forfeited or expired
|
|
(13,350
|
)
|
|
$11.80
|
|
|
|
(8,250
|
)
|
|
$20.64
|
|
|
|
—
|
|
|
—
|
|
|||
October 31, 2015
|
|
90,666
|
|
|
$9.70
|
|
4.10
|
|
124,255
|
|
|
$13.77
|
|
2.28
|
|
—
|
|
|
—
|
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
312,251
|
|
|
$4.30
|
|
|
|
21,539
|
|
|
$4.17
|
|||
Options exercised or restricted stock vested
|
|
—
|
|
|
—
|
|
|
|
|
(54,349
|
)
|
|
$16.53
|
|
|
|
—
|
|
|
—
|
|
||
Forfeited or expired
|
|
(1,000
|
)
|
|
$12.04
|
|
|
|
(5,817
|
)
|
|
$5.71
|
|
|
|
—
|
|
|
—
|
|
|||
October 31, 2016
|
|
89,666
|
|
|
$9.67
|
|
3.09
|
|
376,340
|
|
|
$6.40
|
|
1.83
|
|
21,539
|
|
|
$4.17
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
150
|
|
Restricted stock
|
|
1,035
|
|
|
1,010
|
|
|
429
|
|
|||
Restricted stock units
|
|
37
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
1,072
|
|
|
$
|
1,025
|
|
|
$
|
579
|
|
Exercise Prices
|
|
Options Outstanding
|
|
Exercise Price of Options Outstanding and Options Exercisable
|
|
Options Exercisable
|
|
Weighted Average Remaining Contractual Life
|
|||
$14.74
|
|
16,000
|
|
|
$14.74
|
|
16,000
|
|
|
.29
|
|
$2.11
|
|
8,000
|
|
|
$2.11
|
|
8,000
|
|
|
2.12
|
|
$5.30
|
|
19,666
|
|
|
$5.30
|
|
19,666
|
|
|
2.78
|
|
$12.04
|
|
35,000
|
|
|
$12.04
|
|
35,000
|
|
|
4.11
|
|
$8.10
|
|
11,000
|
|
|
$8.10
|
|
11,000
|
|
|
5.14
|
|
Totals
|
|
89,666
|
|
|
|
|
89,666
|
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
3,917
|
|
|
$
|
17,063
|
|
|
$
|
26,417
|
|
Foreign
|
|
(5,400
|
)
|
|
(6,448
|
)
|
|
(2,365
|
)
|
|||
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
(1,483
|
)
|
|
$
|
10,615
|
|
|
$
|
24,052
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
|||||||
|
Federal
|
|
$
|
(3,900
|
)
|
|
$
|
(545
|
)
|
|
$
|
3,067
|
|
|
State and local
|
|
329
|
|
|
384
|
|
159
|
|||||
|
Foreign
|
|
1,123
|
|
|
608
|
|
74
|
|||||
|
|
|
|
|
|
|
|
||||||
Total current
|
|
(2,448
|
)
|
|
447
|
|
3,300
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||||
|
Federal
|
|
3,289
|
|
|
4,501
|
|
|
3,094
|
|
|||
|
State and local
|
|
156
|
|
|
208
|
|
|
59
|
|
|||
|
Foreign
|
|
(6,149
|
)
|
|
(446
|
)
|
|
(2,316
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Total deferred
|
|
(2,704)
|
|
4,263
|
|
837
|
|||||||
|
|
|
|
|
|
|
|
||||||
|
Provision (benefit)
|
|
$
|
(5,152
|
)
|
|
$
|
4,710
|
|
|
$
|
4,137
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended October 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|||||
|
Accrued compensation and benefits
|
$
|
2,091
|
|
|
$
|
1,794
|
|
|
Inventory
|
646
|
|
|
738
|
|||
|
State depreciation adjustments and loss carryforwards
|
2,664
|
|
|
1,803
|
|||
|
Pension obligations and post retirement benefits
|
10,229
|
|
|
6,020
|
|||
|
Foreign net operating loss
|
7,466
|
|
|
4,567
|
|||
|
Other accruals, reserves and tax credits
|
3,668
|
|
|
2,356
|
|||
|
Goodwill and intangible amortization
|
7,234
|
|
8,280
|
||||
|
Foreign currency translation
|
75
|
|
107
|
|
|||
|
Interest rate swap
|
1,922
|
|
1,811
|
|
|||
Total deferred tax assets
|
35,995
|
|
|
27,476
|
|
|||
Less: Valuation allowance
|
(2,782)
|
|
|
(4,986)
|
||||
Net deferred tax assets
|
$
|
33,213
|
|
|
$
|
22,490
|
|
|
Deferred tax liabilities:
|
|
|
|
|||||
|
Fixed assets
|
$
|
(26,800
|
)
|
|
$
|
(21,984
|
)
|
|
Prepaid expenses and other
|
(1,173)
|
|
|
(891)
|
|||
Net deferred tax asset
|
$
|
5,240
|
|
|
$
|
(385
|
)
|
|
|
|
|
|
|
||||
Change in net deferred tax asset:
|
|
|
|
|||||
|
Benefit (provision) for deferred taxes
|
$
|
2,704
|
|
|
$
|
(4,263
|
)
|
Purchase accounting adjustments
|
—
|
|
|
51
|
|
|||
Unrecognized tax benefit adjustments
|
(207
|
)
|
|
(202
|
)
|
|||
Components of other comprehensive income:
|
|
|
|
|||||
|
Pension and post retirement benefits
|
2,986
|
|
|
(387
|
)
|
||
|
Velocys investment
|
58
|
|
|
248
|
|||
|
Interest rate swap
|
111
|
|
|
861
|
|
||
|
Other adjustments
|
(27
|
)
|
|
3
|
|
||
|
Total change in net deferred tax asset
|
$
|
5,625
|
|
|
$
|
(3,689
|
)
|
|
Years Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
731
|
|
|
$
|
1,068
|
|
|
$
|
1,183
|
|
Additions based on tax positions related to the current year
|
48
|
|
|
125
|
|
|
35
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
27
|
|
|
—
|
|
|||
Reductions based on tax positions related to the current year
|
—
|
|
|
(39
|
)
|
|
(5
|
)
|
|||
Reductions for tax positions of prior years
|
(53
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Reductions as result of lapse of applicable statute of limitations
|
(165
|
)
|
|
(450
|
)
|
|
(142
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at end of year
|
$
|
561
|
|
|
$
|
731
|
|
|
$
|
1,068
|
|
|
Years Ended October 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Federal income tax at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
(4.4
|
)
|
|
4.7
|
|
|
0.6
|
|
Valuation allowance change
|
367.7
|
|
|
12.6
|
|
|
(7.4
|
)
|
Domestic tax credits
|
62.7
|
|
|
(2.1
|
)
|
|
(1.1
|
)
|
Domestic production activities deduction
|
26.4
|
|
|
(3.2
|
)
|
|
(2.9
|
)
|
Foreign operations
|
(151.1
|
)
|
|
13.2
|
|
|
0.7
|
|
Revisions to prior period research and research and development tax credit calculations
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
Adjustment of uncertain tax positions
|
11.7
|
|
|
(3.2
|
)
|
|
(1.0
|
)
|
Provision to return adjustment for tax law extensions subsequent to year-end
|
(13.6
|
)
|
|
(13.0
|
)
|
|
(1.0
|
)
|
Change in legislation - Mexico
|
—
|
|
|
—
|
|
|
2.4
|
|
Other
|
13.1
|
|
|
0.4
|
|
|
2.1
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
347.5
|
%
|
|
44.4
|
%
|
|
17.2
|
%
|
|
|
October 31, 2016
|
|
October 31, 2015
|
||||||||||||||||||||
Jurisdiction
|
|
NOL Carryforward
|
|
NOL Tax Benefit
|
|
Valuation Allowance
|
|
NOL Carryforward
|
|
NOL Tax Benefit
|
|
Valuation Allowance
|
||||||||||||
Netherlands
|
|
$
|
174
|
|
|
$
|
35
|
|
|
$
|
35
|
|
|
329
|
|
|
60
|
|
|
60
|
|
|||
Sweden
|
|
27,271
|
|
6,000
|
|
—
|
|
|
14,172
|
|
|
3,118
|
|
|
3,106
|
|
||||||||
China
|
|
1,494
|
|
|
373
|
|
|
373
|
|
|
478
|
|
|
120
|
|
|
120
|
|
||||||
Hong Kong
|
|
206
|
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mexico
|
|
3,358
|
|
|
1,007
|
|
|
—
|
|
|
4,234
|
|
|
1,270
|
|
|
—
|
|
||||||
U.S. (State)
|
|
39,331
|
|
2,138
|
|
2,075
|
|
33,368
|
|
1,475
|
|
|
1,452
|
|
||||||||||
Total before Foreign Tax Credit
|
|
$
|
71,834
|
|
|
$
|
9,604
|
|
|
$
|
2,534
|
|
|
$
|
52,581
|
|
|
$
|
6,043
|
|
|
$
|
4,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Federal (Foreign Tax Credit)
|
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|
248
|
|
||||||
Total
|
|
$
|
71,834
|
|
|
$
|
9,604
|
|
|
$
|
2,782
|
|
|
$
|
52,581
|
|
|
$
|
6,043
|
|
|
$
|
4,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and Post Retirement Plan Liability (1)
|
|
Marketable Securities Adjustment
|
|
Interest Rate Swap Adjustment (2)
|
|
Foreign Currency Translation Adjustment (3)
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at October 31, 2014
|
|
$
|
(27,371
|
)
|
|
$
|
100
|
|
|
$
|
(1,558
|
)
|
|
$
|
(8,052
|
)
|
|
$
|
(36,881
|
)
|
|
|
Other comprehensive loss
|
|
(2,265
|
)
|
|
(441
|
)
|
|
(2,051
|
)
|
|
(9,671
|
)
|
|
(14,428
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
827
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
1,260
|
|
|||||
|
Net current-period other comprehensive loss
|
|
(1,438
|
)
|
|
(441
|
)
|
|
(1,618
|
)
|
|
(9,671
|
)
|
|
(13,168
|
)
|
|||||
Balance at October 31, 2015
|
|
$
|
(28,809
|
)
|
|
$
|
(341
|
)
|
|
$
|
(3,176
|
)
|
|
$
|
(17,723
|
)
|
|
$
|
(50,049
|
)
|
|
|
Other comprehensive loss
|
|
(8,087
|
)
|
|
(125
|
)
|
|
(1,466
|
)
|
|
(3,031
|
)
|
|
(12,709
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
4,237
|
|
|
—
|
|
|
1,530
|
|
|
529
|
|
|
6,296
|
|
|||||
|
Net current-period other comprehensive loss
|
|
(3,850
|
)
|
|
(125
|
)
|
|
64
|
|
|
(2,502
|
)
|
|
(6,413
|
)
|
|||||
Balance at October 31, 2016
|
|
$
|
(32,659
|
)
|
|
$
|
(466
|
)
|
|
$
|
(3,112
|
)
|
|
$
|
(20,225
|
)
|
|
$
|
(56,462
|
)
|
|
Revenues
|
|
Long-Lived Assets
|
||||||||||||||||
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||
United States
|
$
|
888,164
|
|
$
|
901,182
|
|
$
|
740,836
|
|
|
$
|
253,160
|
|
$
|
275,556
|
|
$
|
265,975
|
|
Europe
|
143,281
|
|
132,094
|
|
48,414
|
|
|
48,716
|
|
43,166
|
|
43,875
|
|
||||||
Rest of World
|
34,389
|
|
39,776
|
|
42,817
|
|
|
20,631
|
|
19,545
|
|
21,602
|
|
||||||
Total Company
|
$
|
1,065,834
|
|
$
|
1,073,052
|
|
$
|
832,067
|
|
|
$
|
322,507
|
|
$
|
338,267
|
|
$
|
331,452
|
|
|
Revenues
|
|||||
Customer
|
2016
|
2015
|
2014
|
|||
FCA
|
17.1
|
%
|
17.4
|
%
|
13.9
|
%
|
General Motors
|
18.2
|
%
|
15.5
|
%
|
16.4
|
%
|
For the Year Ended October 31, 2016
|
|
First Quarter*
|
|
Second Quarter*
|
|
Third Quarter*
|
|
Fourth Quarter
|
||||
Net revenues (1)
|
|
$251,055
|
|
$284,264
|
|
$248,832
|
|
$281,683
|
||||
Gross profit
|
|
15,889
|
|
|
26,281
|
|
|
23,910
|
|
|
30,096
|
|
Operating income (loss)
|
|
(2,292
|
)
|
|
8,724
|
|
|
5,798
|
|
|
6,240
|
|
Provision (benefit) for income taxes
|
|
(1,911
|
)
|
|
364
|
|
|
1,344
|
|
|
(4,949
|
)
|
Net income (loss)
|
|
$(5,127)
|
|
$4,209
|
|
$(678)
|
|
$5,265
|
||||
Net income (loss) per share basic
|
|
$(0.30)
|
|
$0.24
|
|
$(0.04)
|
|
$0.31
|
||||
Net income (loss) per share diluted
|
|
$(0.30)
|
|
$0.24
|
|
$(0.04)
|
|
$0.31
|
||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
17,342
|
|
|
17,615
|
|
|
17,614
|
|
|
17,614
|
|
Diluted
|
|
17,342
|
|
|
17,620
|
|
|
17,614
|
|
|
17,629
|
|
For the Year Ended October 31, 2015
|
|
First Quarter*
|
|
Second Quarter*
|
|
Third Quarter*
|
|
Fourth Quarter*
|
||||
Net revenues (1)
|
|
$245,809
|
|
$272,257
|
|
$266,079
|
|
$288,907
|
||||
Gross profit
|
|
19,374
|
|
27,462
|
|
20,067
|
|
19,284
|
|
|||
Operating income (loss)
|
|
5,127
|
|
9,916
|
|
7,335
|
|
(1,514)
|
|
|||
Provision for income taxes
|
|
844
|
|
|
2,488
|
|
|
2,417
|
|
|
(1,039
|
)
|
Net income (loss)
|
|
$2,923
|
|
$6,037
|
|
$1,862
|
|
$(4,917)
|
||||
Net income (loss) per share basic
|
|
$0.17
|
|
$0.35
|
|
$0.11
|
|
$(0.29)
|
||||
Net income (loss) per share diluted
|
|
$0.17
|
|
$0.35
|
|
$0.11
|
|
$(0.29)
|
||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
17,215
|
|
17,211
|
|
17,227
|
|
17,292
|
|
|||
Diluted
|
|
17,255
|
|
17,236
|
|
17,246
|
|
17,292
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
•
|
Management replaced one key operational leader, removed one key financial leader, and continues to evaluate additional changes, as needed.
|
•
|
Increased Management oversight, including additional detailed balance sheet review and journal entry approval, through remediation and thereafter.
|
•
|
Reinforcement of key internal controls continues through the Company’s oversight and review activities, as well as cross-facility utilization of personnel.
|
Item 9B.
|
Other Information.
|
Name
|
|
Principal Occupation
|
Curtis E. Moll
|
|
Former Chairman of the Board and Chief Executive Officer of MTD Products Inc., an outdoor power equipment manufacturer.
|
Cloyd J. Abruzzo
|
|
Former Director, President and Chief Executive Officer of Stoneridge, a global designer and manufacturer of electronic components, modules and systems for the commercial vehicle, automotive, off-highway and agricultural vehicle markets.
|
Jean A. Brunol
|
|
Director of Ashok Leyland Limited and Houghton International. Former Senior Vice President and Strategy Board Member of Federal-Mogul Corporation, a global supplier of products and services to manufacturers and servicers of vehicles and equipment to the automotive, marine, rail, aerospace, power generation and industrial markets.
|
George G. Goodrich
|
|
Executive in Residence at the Boler School of Business at John Carroll University since January 2003. Former partner and Director of Global Tax and Assistant Treasurer of Andersen Worldwide, an accounting firm.
|
Michael S. Hanley
|
|
Director of Borg Warner. Former Partner and Global Automotive Leader of Ernst & Young LLP, a professional services organization.
|
David J. Hessler
|
|
Senior Partner of Wegman, Hessler & Vanderburg, a law firm, since 1968.
|
Dieter Kaesgen
|
|
Director and President of MTD Holdings since March 2009. Former Special Assistant to the Chairman of the Board of MTD Products Inc., an outdoor power equipment manufacturer.
|
Robert J. King, Jr.
|
|
Former President and Chief Executive Officer of Park View Capital Corp. and Park View Federal Savings Bank, a national savings and loan bank.
|
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, Warrants and Rights (1)
|
|
Weighted Average Exercise Price of Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (2)
|
|
Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans
|
|||
Equity compensation plans approved by security holders
|
|
111,205
|
|
|
$9.67
|
|
1,173,028
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Total
|
|
111,205
|
|
|
$9.67
|
|
1,173,028
|
|
|
|
|
|
|
|
|
|
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, 2016 and 2015.
|
|
Consolidated Statements of Income for the years ended October 31, 2016, 2015, and 2014.
|
|
Consolidated Statements of Other Comprehensive Income (Loss) for the years ended October 31, 2016, 2015, and 2014.
|
|
Consolidated Statements of Cash Flows for the years ended October 31, 2016, 2015, and 2014.
|
|
Consolidated Statements of Stockholders' Equity for the years ended October 31, 2016, 2015, and 2014.
|
|
Notes to Consolidated Financial Statements.
|
|
2.
|
Financial Statement Schedule. The following consolidated financial statement schedule of the Company and its subsidiaries and the report of the independent accountant thereon are filed as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of the Company and its subsidiaries included in the Annual Report on Form 10-K.
|
Description
|
|
Balance at Beginning of Year
|
|
Additions (Reductions) Charged to Costs and Expenses
|
|
Deductions
|
|
Foreign Currency Adjustment
|
|
Purchase Accounting Adjustments
|
|
Balance at End of Year
|
||||||||||||||
Valuation allowance for accounts receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year ended
|
October 31, 2016
|
|
$
|
821
|
|
|
$
|
(39
|
)
|
|
$
|
57
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
761
|
|
|
Year ended
|
October 31, 2015
|
|
$
|
601
|
|
|
$
|
210
|
|
|
$
|
1
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
821
|
|
|
Year ended
|
October 31, 2014
|
|
$
|
341
|
|
|
$
|
153
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
188
|
|
|
$
|
601
|
|
Valuation allowance for inventory reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year ended
|
October 31, 2016
|
|
$
|
2,547
|
|
|
$
|
1,210
|
|
|
$
|
802
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
2,946
|
|
|
Year ended
|
October 31, 2015
|
|
$
|
2,051
|
|
|
$
|
1,626
|
|
|
$
|
1,120
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
2,547
|
|
|
Year ended
|
October 31, 2014
|
|
$
|
1,623
|
|
|
$
|
488
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,051
|
|
Valuation allowance for deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year ended
|
October 31, 2016
|
|
$
|
4,986
|
|
|
$
|
(2,204
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,782
|
|
|
Year ended
|
October 31, 2015
|
|
$
|
3,638
|
|
|
$
|
1,348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,986
|
|
|
Year ended
|
October 31, 2014
|
|
$
|
4,014
|
|
|
$
|
980
|
|
|
$
|
2,933
|
|
|
$
|
—
|
|
|
$
|
1,577
|
|
|
$
|
3,638
|
|
|
S
HILOH
I
NDUSTRIES
, I
NC
.
|
|
|
|
|
|
By:
|
/s/ Ramzi Hermiz
|
|
|
Ramzi Hermiz
|
|
|
President and Chief Executive Officer
|
|
|
|
|
By:
|
/s/ W. Jay Potter
|
|
|
W. Jay Potter
|
|
|
Senior Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
RAMZI HERMIZ
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
Ramzi Hermiz
|
|
|
January 17, 2017
|
|
|
|
|
|
|
/s/ W. JAY POTTER
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
January 17, 2017
|
W. Jay Potter
|
|
|
|
|
|
|
|
|
|
/s/ GARY DETHOMAS
|
|
Vice President Corporate Controller (Principal Accounting Officer)
|
|
January 17, 2017
|
Gary DeThomas
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
January 17, 2017
|
Curtis E. Moll
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
Cloyd Abruzzo
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
Jean Brunol
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
George G. Goodrich
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
Michael S. Hanley
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
David J. Hessler
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
Dieter Kaesgen
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 17, 2017
|
Robert J. King, Jr.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ramzi Y. Hermiz
|
|
Ramzi Y. Hermiz, Attorney-In-Fact
|
|
January 17, 2017
|
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).
|
|
|
|
|
3.4
|
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended, dated March 10, 2016, is incorporated herein by reference to Appendix B of the Company's Proxy Statement on Schedule 14A filed with the Commission on January 29, 2016 (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*
|
|
|
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).
|
|
|
|
|
10.2*
|
|
|
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).
|
|
|
|
|
10.3*
|
|
|
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).
|
|
|
|
|
10.4*
|
|
|
Amended and Restated 1993 Key Employee Stock Incentive Plan (as Amended and Restated as of December 10, 2009) is incorporated herein by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A for the fiscal year ended October 31, 2009 (Commission File No. 0-21964).
|
|
|
|
|
10.5*
|
|
|
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, 2009 (Commission File No. 0-21964).
|
|
|
|
|
10.6*
|
|
|
First Amendment to the Shiloh Industries, Inc. Senior Management Incentive Plan is incorporated herein by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A for the fiscal year ended October 31, 2013 (Commission File No. 0-21964).
|
|
|
|
|
10.7
|
|
|
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 (Commission File No. 0-21964).
|
|
|
|
|
10.8
|
|
|
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).
|
|
|
|
|
10.9
|
|
|
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).
|
|
|
|
|
10.10
|
|
|
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).
|
|
|
|
|
10.11
|
|
|
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 (Commission File No. 0-21964).
|
|
|
|
Exhibit No.
|
|
|
|
10.12
|
|
|
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 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. 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, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on October 1, 2014 (Commission File No. 0-21964).
|
|
|
|
|
10.17
|
|
|
Asset Purchase Agreement, dated September 30, 2014, among the Company, Radar Industries, Inc., and Radar Mexican Investments, LLC, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on October 1, 2014 (Commission File No. 0-21964).
|
|
|
|
|
10.18
|
|
|
Fourth Amendment Agreement, dated April 29, 2015, among Shiloh Industries, Inc. 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, is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q filed with the Commission on June 5, 2015 (Commission File No. 0-21964).
|
|
|
|
|
10.19
|
|
|
Fifth Amendment Agreement dated October 30, 2015, among Shiloh Industries, Inc. 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, is incorporate herein by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K/A filed with the Commission on November 6, 2015 (Commission File No. 0-21964).
|
|
|
|
|
10.20*
|
|
|
Employment Agreement by and between the Company and W. Jay Potter dated as of December 16, 2015 is incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q filed with the Commission on March 3, 2016 (Commission File No. 0-21964).
|
|
|
|
|
10.21*
|
|
|
Shiloh Industries, Inc. 2016 Equity and Incentive Compensation Plan is incorporated herein by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on January 29, 2016 (Commission File No. 0-21964).
|
|
|
|
Exhibit No.
|
|
|
|
10.22
|
|
|
Sixth Amendment Agreement dated October 28, 2016, among Shiloh Industries, Inc. 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 The Huntington National Bank, N.A., as Co-Documentation Agents, and the other lender parties thereto.**
|
|
|
|
|
10.23*
|
|
|
Letter Agreement dated as of November 1, 2016 between Shiloh Industries, Inc. and Jean Brunol. **
|
|
|
|
|
21.1
|
|
|
Subsidiaries of the Company. **
|
|
|
|
|
23.1
|
|
|
Consent of Grant Thornton LLP. **
|
|
|
|
|
24.1
|
|
|
Power 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. **
|
|
|
|
|
100.1
|
|
|
The following materials from Shiloh Industries, Inc's Annual Report on 10-K for the year ended October 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Comprehensive Income (Loss), (iv) the Consolidated Statement of Cash Flows, (v) the Consolidated Statement of Stockholders' Equity and (vi) Notes to the Consolidated Financial Statements. **
|
Calendar Year
|
January 31
|
April 30
|
July 31
|
October 31
|
2015
|
N/A
|
4.00 to 1.0
|
4.00 to 1.0
|
5.00 to 1.0
|
2016
|
5.00 to 1.0
|
5.00 to 1.0
|
4.75 to 1.0
|
4.25 to 1.0
|
2017
|
4.25 to 1.0
|
4.25 to 1.0
|
4.00 to 1.0
|
4.00 to 1.0
|
2018
|
3.75 to 1.0
|
3.75 to 1.0
|
3.75 to 1.0
|
3.50 to 1.0
|
2019
|
3.25 to 1.0
|
3.25 to 1.0
|
3.00 to 1.0
|
N/A
|
Calendar Year
|
January 31
|
April 30
|
July 31
|
October 31
|
2015
|
N/A
|
1.00 to 1.0
|
1.00 to 1.0
|
1.00 to 1.0
|
2016
|
1.00 to 1.0
|
1.00 to 1.0
|
1.00 to 1.0
|
1.00 to 1.0
|
2017
|
1.00 to 1.0
|
1.00 to 1.0
|
1.25 to 1.0
|
1.25 to 1.0
|
2018
|
1.25 to 1.0
|
1.25 to 1.0
|
1.25 to 1.0
|
1.25 to 1.0
|
2019
|
1.25 to 1.0
|
1.25 to 1.0
|
1.25 to 1.0
|
N/A
|
BORROWERS:
|
SHILOH INDUSTRIES, INC.
,
|
By:
|
/s/ W. Jay Potter
|
Name:
|
W. Jay Potter
|
Title:
|
Senior Vice President and Chief Financial Officer
|
By:
|
/s/ Kenton Bednarz
|
Name:
|
Kenton Bednarz
|
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:
|
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
|
AGENT:
|
BANK OF AMERICA, N.A
.
|
By:
|
/s/ Angela Larkin
|
Name:
|
Angela Larkin
|
Title:
|
Assistant Vice President
|
LENDER:
|
BANK OF AMERICA, N.A
.
|
By:
|
/s/ Michael E. Miller
|
Name:
|
Michael E. Miller
|
Title:
|
Vice President
|
By:
|
/s/ Dana J. Moran
|
Name:
|
Dana J. Moran
|
Title:
|
Executive Director
|
By:
|
/s/ Diane Mullan-Cromwell
|
Name:
|
Diane Mullan-Cromwell
|
Title:
|
Senior Vice President
|
By:
|
/s/ Robert Cheffins
|
Name:
|
Robert Cheffins
|
Title:
|
Officer
|
By:
|
/s/ Viktor R. Gottlieb
|
Name:
|
Viktor R. Gottlieb
|
Title:
|
Vice President
|
By:
|
/s/ Peter Lewin
|
Name:
|
Peter Lewin
|
Title:
|
Senior Vice President
|
By:
|
/s/ Brian H. Gallagher
|
Name:
|
Brian H. Gallagher
|
Title:
|
Senior Vice President
|
By:
|
/s/ Marc Evans
|
Name:
|
Marc Evans
|
Title:
|
Vice President
|
Re:
|
Credit Agreement dated as of October 25, 2013 (as amended, modified, supplemented or extended from time to time, the “
Credit Agreement
”) among Shiloh Industries, Inc., a Delaware corporation (the “
Company
”), Shiloh Holdings Netherlands B.V., a
besloten vennootschap
organized under the laws of the Netherlands, the Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
|
all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments (excluding any Qualified Subordinated Debt)
|
$
|
all purchase money Indebtedness
|
$
|
the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business)
|
$
|
all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (but only to the extent of drawn but unreimbursed amounts)
|
$
|
all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than sixty (60) days after the date on which such trade account payable was created), including, without limitation, any Earn Out Obligations
|
$
|
the Attributable Indebtedness of Capital Leases, Securitization Transactions and Synthetic Leases
|
$
|
all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference
plus
accrued and unpaid dividends
|
$
|
all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed
|
$
|
all Guarantees with respect to Funded Indebtedness of the types specified in items (a)(i) through (a)(viii) above of another Person
|
$
|
all Funded Indebtedness of the types referred to in items (a)(i) through (a)(ix) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse to such Person
|
$
|
Consolidated Funded Indebtedness
[(a)(i) + (a)(ii) + (a)(iii) + (a)(iv) + (a)(v) + (a)(vi) + (a)(vii) + (a)(viii) + (a)(ix) + (a)(x)]
|
$
|
Consolidated Net Income for such period
The following (without duplication) to the extent deducted in calculating such Consolidated Net Income (or, in the case of item (c)(xiii), to the extent not already included in Consolidated Net Income), all as determined in accordance with GAAP:
|
$
|
Consolidated Interest Charges for such period
|
$
|
the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period
|
$
|
consolidated depreciation and amortization expense for such period
|
$
|
all non-cash charges or expenses for such period (excluding any non-cash charges or expenses related to accounts receivable) that do not represent a cash item in such period or any future period
|
$
|
non-cash stock based employee compensation expenses for such period
|
$
|
to the extent not capitalized, fees, costs and expenses (including appraisal costs and fees) for such period related to the closing of the Credit Agreement and any amendment, consent or waiver related thereto
|
$
|
unusual or non-recurring cash charges or expenses for such period
|
$
|
to the extent not capitalized, fees, costs, premiums, charges or expenses for such period in connection with any issuance or amendment of Indebtedness by the Company or any Subsidiary permitted by Section 8.03 of the Credit Agreement, any issuance of Qualified Capital Stock of the Company or any Subsidiary, any Permitted Acquisition, any Investment permitted by Section 8.02 of the Credit Agreement or any Disposition permitted by Section 8.05 of the Credit Agreement
|
$
|
cash restructuring, transition and business optimization fees, costs and expenses (including, without limitation, costs associated with exit or disposal activities, employee retention, severance and termination benefits, costs to open, close, integrate or consolidate facilities, costs to relocate employees, executive search and recruiting, costs to terminate contracts and other similar costs) for such period
|
$
|
non-recurring cash charges or expenses related to production materials for such period, including pricing and scrap recovery below $225.00 per gross ton;
provided
,
that
, the aggregate amount of all such non-recurring cash charges and expenses added back pursuant to this item (c)(xi) shall not exceed $3,500,000 during the term of the Credit Agreement
|
$
|
net losses from discontinued operations for such period
|
$
|
the amount of net “run rate” cost savings, operating expense reductions and synergies for such period projected by the Company in good faith to be realized as a result of specified actions which have been taken, which are committed to be taken or which are expected to be taken in connection with Acquisitions, divestitures, other specified transactions, restructurings, cost savings initiatives and other initiatives, in each case, after July 31, 2016, net of the amount of actual benefits realized during such period from such actions;
provided
,
that
, (A) in the Compliance Certificate required to be delivered pursuant to Section 7.02 of the Credit Agreement for such period, the Company shall certify that such cost savings, operating expense reductions and synergies (x) are reasonably anticipated to be realized within twelve (12) months after the consummation of the Acquisition, divestiture, specified transaction, restructuring, cost saving initiative or other initiative which is expected to result in such cost savings, operating expense reductions or synergies and (y) are factually supportable as determined in good faith by the Company, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this item (c)(xiii) to the extent duplicative of any amounts otherwise added to, or included in, Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, and (C) projected amounts (that are not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this item (c)(xiii) to the extent occurring more than four (4) full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions or synergies
|
$
|
solely until, with respect to any joint venture, the J/V Start-Up Date for such joint venture, to the extent not capitalized, fees, costs, charges or expenses for such period in connection with start-up operations for joint ventures to the extent such fees, costs, charges or expenses are paid with amounts contributed by the Company’s joint venture partner with respect to such joint venture
|
$
|
any non-cash losses attributable to the mark-to-market movement in the valuation of Swap Contracts
The following (without duplication) to the extent included in calculating such Consolidated Net Income, all as determined in accordance with GAAP:
|
$
|
all non-cash income or gains for such period
|
$
|
net income or gains from discontinued operations for such period
|
$
|
all federal, state, local and foreign income tax credits of the Company and its Subsidiaries during such period
|
$
|
any non-cash gains attributable to the mark-to-market movement in the valuation of Swap Contracts
|
$
|
Consolidated EBITDA for the period of the four fiscal quarters ending on the Statement Date
[(b)(i) + (b)(ii) + (b)(iii) + (b)(iv) + (b)(v) + (b)(vi) + (b)(vii) + (b)(viii) + (b)(ix) + (b)(x) + (b)(xi) + (b)(xii) + (b)(xiii) + (b)(xiv) + (b)(xv) - (b)(xvi) - (b)(xvii) - (b)(xviii) - (b)(xix)]
Subject to Section 1.03(c) of the Credit Agreement, Consolidated EBITDA for (x) the fiscal quarter ended January 31, 2016, shall be equal to $9,102,393, (y) for the fiscal quarter ended April 30, 2016, shall be equal to $20,573,223, and (z) for the fiscal quarter ended July 31, 2016, shall be equal to $17,784,954.
|
$
|
/s/ Kenton M. Bednarz
|
Name: Kenton M. Bednarz
|
Title: Vice President Legal and Government Affairs
|
ACCEPTED AND AGREED:
|
/s/ Jean M. Brunol
|
Jean M. Brunol
|
|
|
Name of Corporation
|
State of Incorporation
|
Shiloh Corporation
|
Ohio
|
The Sectional Die Company (Inactive)
|
Ohio
|
Sectional Stamping, Inc.
|
Ohio
|
Medina Blanking, Inc.
|
Ohio
|
Liverpool Coil Processing, Incorporated
|
Ohio
|
Greenfield Die & Manufacturing Corp.
|
Michigan
|
Shiloh Holdings International, Inc.
|
Michigan
|
C & H Design Company (Inactive)
|
Michigan
|
Jefferson Blanking Inc.
|
Georgia
|
Shiloh Automotive, Inc. (Inactive)
|
Ohio
|
Shiloh de Mexico S.A. de C.V.
|
Mexico
|
Shiloh Internacional S.A. de C.V.
|
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
|
Shiloh Industries, SP. Z.O.O.
|
Poland
|
Shiloh Automotive Components (Shanghai) Ltd. Co.
|
China
|
Shiloh Manufacturing Holdings LLC
|
Ohio
|
Shiloh Manufacturing LLC
|
Michigan
|
Radar Stamping Technologies S. DE R.L. DE C.V.
|
Mexico
|
Radar Servicios Celaya S. DE R.L. DE C.V.
|
Mexico
|
Shiloh Holdings Hong Kong Ltd.
|
Hong Kong
|
Shiloh Sanji Castlight (Nantong) Ltd. JV (1)
|
China
|
Shiloh Industries UK Ltd.
|
United Kingdom
|
(1)
|
Shiloh Sanji Castlight (Nantong) Ltd. JV is owned 55% by the Corporation
|
Signature
|
Title
|
/s/ Ramzi Hermiz
|
President and Chief Executive Officer (Principal Executive Office)
|
Ramzi Hermiz
|
|
/s/ W. Jay Potter
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer )
|
W. Jay Potter
|
|
|
|
/s/ Gary DeThomas
|
Vice President Corporate Controller (Principal Accounting Officer)
|
Gary DeThomas
|
|
|
|
/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/ W. Jay Potter
|
|
W. Jay Potter
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange 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/ W. Jay Potter
|
W. Jay Potter
Senior Vice President and Chief Financial Officer
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