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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Solution materials include aluminum, magnesium, steel, high strength steel alloys and ShilohCore®
acoustic laminates.
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•
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Body structure 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 and body sides.
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•
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Chassis systems components include cross members, frame rails, axle carriers, bearing caps, axle covers, PTU covers, axle tubes, rack and pinion housings, steering column housings, knuckles, links, wheel hubs, steering pumps, brake components, wheel blanks and flanges.
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•
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Propulsion systems components include battery boxes and closures, beam axle housings, 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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Customer
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2018
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2017
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2016
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General Motors
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18.8%
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17.9%
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18.2%
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FCA
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15.8%
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15.0%
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17.1%
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•
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to provide solutions for customers
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•
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to integrate our leading technologies into advanced products and processes
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•
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to provide engineering support for all of our manufacturing sites
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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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unscheduled maintenance outages
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•
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prolonged power failures
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•
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cyber attacks
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•
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an equipment failure
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•
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labor difficulties, prolonged labor strikes or work stoppages
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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
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•
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other unexpected problems
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•
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exposure to changes of trade policies and agreements, including changes the North American Free Trade Agreement ("NAFTA"), including as a result of the United States-Mexico-Canada Agreement (the "USMCA") or otherwise and other international trade agreements
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•
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exposure to impact of tariffs or other forms of political incentive systems affecting international trade
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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
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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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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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our inability to generate sufficient revenue to recover costs and expenses of the strategic alliances or acquisitions
|
•
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potential loss of, or harm to, relationships with employees, customers and suppliers
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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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product quality
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•
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technical expertise, product design 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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price competitiveness
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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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financial viability
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•
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customer service
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•
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overall management
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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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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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2018
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2017
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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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9.46
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$
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6.88
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$
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12.25
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$
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6.50
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2nd
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|
$
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9.57
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$
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6.45
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$
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16.69
|
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$
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11.33
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3rd
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$
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10.72
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$
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7.68
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$
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14.97
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$
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7.16
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4th
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$
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12.28
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$
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7.85
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$
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10.98
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$
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7.25
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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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10/31/2017
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10/31/2018
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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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103.78
|
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$
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45.92
|
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$
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42.57
|
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$
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56.52
|
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$
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55.36
|
|
S&P 500
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$
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100.00
|
|
$
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114.89
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$
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118.38
|
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$
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121.17
|
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$
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146.61
|
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$
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154.34
|
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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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108.43
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$
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107.41
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$
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96.48
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$
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135.84
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$
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111.28
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Year Ended October 31,
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|||||||||||||
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2018
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2017
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2016
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2015
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2014
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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
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$1,139,944
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$1,041,986
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$1,065,834
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$1,073,052
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$832,067
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|||||
Selling, general & administrative expenses (a)
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88,604
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83,070
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73,401
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62,976
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50,192
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Net income (loss)
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11,479
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(697
|
)
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3,669
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5,905
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19,915
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Basic earnings (loss) per common share
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$0.49
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$(0.04)
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$0.21
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$0.34
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$1.16
|
|||||
Diluted earnings (loss) per common share
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$0.49
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$(0.04)
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$0.21
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$0.34
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$1.16
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|||||
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|||||
Financial Position
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|||||
Total assets
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$709,675
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$618,583
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$626,429
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$660,854
|
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$625,678
|
|||||
Long-term debt
|
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245,351
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181,065
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|
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256,922
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298,873
|
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268,102
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Total liabilities
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510,153
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430,262
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493,639
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526,392
|
|
|
485,253
|
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Total stockholders' equity
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199,522
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|
188,321
|
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132,790
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134,462
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140,425
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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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2018
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2017
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2016
|
|||
Europe
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22,413
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22,087
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21,331
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North America
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17,021
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17,323
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17,755
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Total
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39,434
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39,410
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39,086
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Europe:
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Increase from prior year
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326
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756
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% Increase from prior year
|
1.5
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%
|
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3.5
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%
|
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|
North America
|
|
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|
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|
|||
Decrease from prior year
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(302
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)
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(432
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)
|
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% Decrease from prior year
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(1.7
|
)%
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(2.4
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)%
|
|
|
|
Total
|
|
|
|
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|
|||
Increase from prior year
|
24
|
|
|
324
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|
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% Increase from prior year
|
0.1
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%
|
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0.8
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%
|
|
|
|
|
|
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Year Ended
|
|
Year Ended
|
||||||||||
|
Years Ended October 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
change
|
|
change
|
||||||||||
Net cash provided by operating activities
|
$
|
53,226
|
|
|
$
|
76,315
|
|
|
$
|
69,361
|
|
|
$
|
(23,089
|
)
|
|
$
|
6,954
|
|
Net cash used in investing activities
|
$
|
(109,057
|
)
|
|
$
|
(39,620
|
)
|
|
$
|
(28,316
|
)
|
|
$
|
(69,437
|
)
|
|
$
|
(11,304
|
)
|
Net cash (used for) provided by financing activities
|
$
|
63,700
|
|
|
$
|
(37,523
|
)
|
|
$
|
(43,546
|
)
|
|
$
|
101,223
|
|
|
$
|
6,023
|
|
|
Years Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operational cash flow before changes in operating assets and liabilities
|
$
|
52,092
|
|
|
$
|
56,884
|
|
|
$
|
44,163
|
|
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(1,426
|
)
|
|
(2,919
|
)
|
|
10,975
|
|
|||
Inventories, net
|
412
|
|
|
(888
|
)
|
|
(2,408
|
)
|
|||
Prepaids and other assets
|
1,733
|
|
|
5,375
|
|
|
14,476
|
|
|||
Payables and other liabilities
|
(1,462
|
)
|
|
16,715
|
|
|
(1,843
|
)
|
|||
Prepaid and accrued income taxes
|
1,877
|
|
|
1,148
|
|
|
3,998
|
|
|||
Total change in operating assets and liabilities
|
$
|
1,134
|
|
|
$
|
19,431
|
|
|
$
|
25,198
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
53,226
|
|
|
$
|
76,315
|
|
|
$
|
69,361
|
|
•
|
Cash inflows from changes in operating assets and liabilities was
$1,134
and
$19,431
for the fiscal years ended
October 31, 2018
and
2017
, respectively, and was negatively impacted by higher costs associated with new product launches. Cash outflows from changes in operating assets and liabilities was
$25,198
for the fiscal year ended October 31,
2016
and was positively impacted by increased sales, acquisition integration and new product launches.
|
•
|
Cash outflows from changes in accounts receivable for the fiscal year ended
October 31, 2018
was
$1,426
compared to outflows of
$2,919
for the fiscal year ended October 31, 2017. Cash inflows from changes in accounts receivable for the fiscal year ended October 31,
2016
was
$10,975
, primarily driven by sales increases.
|
•
|
Cash inflows from changes in inventory for the fiscal year ended
October 31, 2018
was
$412
and cash outflows from changes in inventory was
$888
for the fiscal year ended October 31, 2017. Cash provided was primarily driven by a change in customer mix and delivery. Cash outflows for the fiscal year ended October 31,
2016
was
$2,408
, and was also driven by a change in customer mix and delivery and acquisition integration.
|
•
|
Cash inflows from changes in prepaids and other assets for the fiscal year ended
October 31, 2018
and
2017
were
$1,733
and
$5,375
, respectively, as a result of an improvement in the process of invoicing of customer reimbursed tooling. Cash inflows from changes in prepaids and other assets for the fiscal year ended October 31, 2016 was
$14,476
.
|
•
|
Cash outflows from changes in payables and other liabilities for the fiscal year ended
October 31, 2018
was
$1,462
resulting from the timing of payments related to capital expenditures and customer funded tooling. Cash inflows from
|
•
|
Cash inflows from changes in prepaid and accrued income taxes for the fiscal year ended
October 31, 2018
was
$1,877
and cash inflows for the fiscal year ended October 31, 2017 was
$1,148
. These were primarily driven by federal income tax refunds. Cash inflows of
$3,998
for the fiscal year ended
October 31, 2016
was primarily due to tax refunds.
|
Maturities of Debt Obligations:
|
|
Credit Agreement
|
|
Capital Lease Obligations
|
|
Other Debt
|
|
Operating Leases
|
|
Total
|
||||||||||
Less than 1 year
|
|
$
|
—
|
|
|
$
|
589
|
|
|
$
|
738
|
|
|
$
|
13,158
|
|
|
$
|
14,485
|
|
1-3 years
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
20,186
|
|
|
22,237
|
|
|||||
3-5 years
|
|
243,300
|
|
|
—
|
|
|
—
|
|
|
8,490
|
|
|
251,790
|
|
|||||
After 5 years
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,307
|
|
|
12,307
|
|
|||||
Total
|
|
$
|
243,300
|
|
|
$
|
2,640
|
|
|
$
|
738
|
|
|
$
|
54,141
|
|
|
$
|
300,819
|
|
•
|
our ability to accomplish our strategic objectives
|
•
|
our 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
|
•
|
our ability to realize cost savings expected to offset price concessions
|
•
|
our 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 our products
|
•
|
inefficiencies related to production and product launches that are greater than anticipated
|
•
|
changes in technology and technological risks
|
•
|
work stoppages and strikes at our facilities and that of our customers or suppliers
|
•
|
our 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 our customers or vendors, including any production cutbacks or bankruptcies
|
•
|
increases in the price of, or limitations on the availability of aluminum, magnesium or steel, our primary raw materials, or decreases in the price of scrap steel
|
•
|
the successful launch and consumer acceptance of new vehicles for which we supply parts
|
•
|
the impact on financial statements of any known or unknown accounting errors or irregularities; and the magnitude of any adjustments in restated financial statements of our operating results
|
•
|
the occurrence of any event or condition that may be deemed a material adverse effect under our outstanding indebtedness or a decrease in customer demand which could cause a covenant default under our outstanding indebtedness
|
•
|
changes to tariffs or trade agreements, or the imposition of new tariffs or trade restrictions imposed on steel or aluminum materials which we use, including changes related to tariffs on automotive imports
|
•
|
pension plan funding requirements
|
•
|
other factors besides those listed here could also materially affect our business
|
|
|
Derivatives
|
||
|
|
Balance Sheet
|
October 31,
|
October 31,
|
|
|
Location
|
2018
|
2017
|
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
Interest rate swap contracts
|
Other assets (Other liabilities)
|
$135
|
$(2,088)
|
|
Amount of Gain Recognized in OCI on Derivatives (Effective Portion)
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Amount of Gain Reclassified from AOCI into Income (Effective Portion)
|
||
Derivatives Designated as Hedging Instruments:
|
|
|
|
||
|
Interest rate swap contracts
|
$1,423
|
Interest expense
|
$772
|
|
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
|
$1,793
|
Interest expense
|
$1,401
|
Item 8.
|
Financial Statements and Supplementary Data.
|
INDEX TO FINANCIAL STATEMENTS
|
||||
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity for the years ended October 31, 2018, 2017, and 2016
|
||||
|
|
October 31,
|
||||||
|
|
2018
|
|
2017
|
||||
ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
16,843
|
|
|
$
|
8,736
|
|
Accounts receivable, net
|
|
209,733
|
|
|
188,664
|
|
||
Related party accounts receivable
|
|
996
|
|
|
759
|
|
||
Prepaid income taxes
|
|
1,391
|
|
|
338
|
|
||
Inventories, net
|
|
71,412
|
|
|
61,812
|
|
||
Prepaid expenses
|
|
10,478
|
|
|
11,940
|
|
||
Other current assets
|
|
22,124
|
|
|
22,272
|
|
||
Total current assets
|
|
332,977
|
|
|
294,521
|
|
||
Property, plant and equipment, net
|
|
316,176
|
|
|
266,891
|
|
||
Goodwill
|
|
27,376
|
|
|
27,859
|
|
||
Intangible assets, net
|
|
14,939
|
|
|
15,025
|
|
||
Deferred income taxes
|
|
5,665
|
|
|
6,338
|
|
||
Other assets
|
|
12,542
|
|
|
7,949
|
|
||
Total assets
|
|
$
|
709,675
|
|
|
$
|
618,583
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Current debt
|
|
$
|
1,327
|
|
|
$
|
2,027
|
|
Accounts payable
|
|
177,400
|
|
|
166,059
|
|
||
Other accrued expenses
|
|
63,031
|
|
|
46,171
|
|
||
Accrued income taxes
|
|
1,874
|
|
|
1,628
|
|
||
Total current liabilities
|
|
243,632
|
|
|
215,885
|
|
||
Long-term debt
|
|
245,351
|
|
|
181,065
|
|
||
Long-term benefit liabilities
|
|
15,553
|
|
|
21,106
|
|
||
Deferred income taxes
|
|
2,894
|
|
|
9,166
|
|
||
Other liabilities
|
|
2,723
|
|
|
3,040
|
|
||
Total liabilities
|
|
510,153
|
|
|
430,262
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at October 31, 2018 and October 31, 2017, respectively
|
|
—
|
|
|
—
|
|
||
Common stock, par value $.01 per share; 50,000,000 shares authorized; 23,417,107 and 23,121,957 shares issued and outstanding at October 31, 2018 and October 31, 2017, respectively
|
|
234
|
|
|
231
|
|
||
Paid-in capital
|
|
114,405
|
|
|
112,351
|
|
||
Retained earnings
|
|
135,813
|
|
|
117,976
|
|
||
Accumulated other comprehensive loss, net
|
|
(50,930
|
)
|
|
(42,237
|
)
|
||
Total stockholders’ equity
|
|
199,522
|
|
|
188,321
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
709,675
|
|
|
$
|
618,583
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
|
$
|
1,139,944
|
|
|
$
|
1,041,986
|
|
|
$
|
1,065,834
|
|
Cost of sales
(1)
|
|
1,023,849
|
|
|
926,631
|
|
|
969,498
|
|
|||
Gross profit
|
|
116,095
|
|
|
115,355
|
|
|
96,336
|
|
|||
Selling, general & administrative expenses
(1)
|
|
88,604
|
|
|
83,070
|
|
|
73,401
|
|
|||
Amortization of intangible assets
|
|
2,372
|
|
|
2,259
|
|
|
2,258
|
|
|||
Asset impairment, net
|
|
—
|
|
|
241
|
|
|
2,031
|
|
|||
Restructuring
|
|
6,613
|
|
|
4,777
|
|
|
—
|
|
|||
Operating income
|
|
18,506
|
|
|
25,008
|
|
|
18,646
|
|
|||
Interest expense
|
|
11,343
|
|
|
15,088
|
|
|
18,086
|
|
|||
Interest income
|
|
(10
|
)
|
|
(4
|
)
|
|
(23
|
)
|
|||
Other expense, net
(1)
|
|
913
|
|
|
3,501
|
|
|
2,066
|
|
|||
Income (loss) before income taxes
|
|
6,260
|
|
|
6,423
|
|
|
(1,483
|
)
|
|||
Provision (benefit) for income taxes
|
|
(5,219
|
)
|
|
7,120
|
|
|
(5,152
|
)
|
|||
Net income (loss)
|
|
$
|
11,479
|
|
|
$
|
(697
|
)
|
|
$
|
3,669
|
|
Income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
0.49
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.21
|
|
Basic weighted average number of common shares
|
|
23,229
|
|
|
19,233
|
|
|
17,513
|
|
|||
Diluted earnings (loss) per share
|
|
$
|
0.49
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.21
|
|
Diluted weighted average number of common shares
|
|
23,369
|
|
|
19,233
|
|
|
17,526
|
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
11,479
|
|
|
$
|
(697
|
)
|
|
$
|
3,669
|
|
|||
Other comprehensive income (loss)
|
|
|
|
|
|
|||||||||
|
Defined benefit pension plans & other post-retirement benefits
|
|
|
|
|
|
||||||||
|
|
|
Amortization of net actuarial loss
|
1,318
|
|
|
1,480
|
|
|
1,251
|
|
|||
|
|
|
Actuarial net gain (loss)
|
7,861
|
|
|
604
|
|
|
(5,081
|
)
|
|||
|
|
|
Asset net gain (loss)
|
(2,889
|
)
|
|
5,729
|
|
|
(3,006
|
)
|
|||
|
|
|
Cumulative effect of adoption of ASU 2018-02 reclassified to retained earnings
|
(6,138
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
Income tax benefit (provision)
|
(1,442
|
)
|
|
(3,001
|
)
|
|
2,986
|
|
|||
|
|
Total defined benefit pension plans & other post retirement benefits, net of tax
|
(1,290
|
)
|
|
4,812
|
|
|
(3,850
|
)
|
||||
|
Marketable securities
|
|
|
|
|
|
||||||||
|
|
|
Unrealized gain (loss) on marketable securities
|
(173
|
)
|
|
45
|
|
|
(183
|
)
|
|||
|
|
|
Cumulative effect of adoption of ASU 2018-02 reclassified to retained earnings
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
Income tax benefit (provision)
|
10
|
|
|
(250
|
)
|
|
58
|
|
|||
|
|
|
Reclassification of other-than-temporary impairment losses on marketable securities included in net income (loss)
|
154
|
|
|
669
|
|
|
—
|
|
|||
|
|
Total marketable securities, net of tax
|
(16
|
)
|
|
464
|
|
|
(125
|
)
|
||||
|
Derivatives and hedging
|
|
|
|
|
|
||||||||
|
|
|
Unrealized gain on interest rate swap agreements
|
1,452
|
|
|
1,543
|
|
|
(1,577
|
)
|
|||
|
|
|
Cumulative effect of adoption of ASU 2018-02 reclassified to retained earnings
|
(213
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
Income tax benefit (provision)
|
(588
|
)
|
|
(1,151
|
)
|
|
111
|
|
|||
|
|
|
Reclassification adjustments for settlement of derivatives included in net income
|
772
|
|
|
1,401
|
|
|
1,530
|
|
|||
|
|
Change in fair value of derivative instruments, net of tax
|
1,423
|
|
|
1,793
|
|
|
64
|
|
||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
||||||||
|
|
|
Foreign currency translation gain (loss)
|
(7,879
|
)
|
|
7,156
|
|
|
(3,032
|
)
|
|||
|
|
|
Income tax provision
|
(931
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
Reclassification for settlement of foreign currency included in net income (loss)
|
—
|
|
|
—
|
|
|
530
|
|
|||
|
|
Unrealized gain (loss) on foreign currency translation
|
(8,810
|
)
|
|
7,156
|
|
|
(2,502
|
)
|
||||
Comprehensive income (loss), net
|
$
|
2,786
|
|
|
$
|
13,528
|
|
|
$
|
(2,744
|
)
|
|
Years Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
11,479
|
|
|
$
|
(697
|
)
|
|
$
|
3,669
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
45,728
|
|
|
41,648
|
|
|
37,645
|
|
|||
Amortization of deferred financing costs
|
1,244
|
|
|
3,115
|
|
|
2,505
|
|
|||
Asset impairment, net
|
—
|
|
|
241
|
|
|
2,031
|
|
|||
Restructuring
|
280
|
|
|
4,420
|
|
|
—
|
|
|||
Deferred income taxes
|
(9,770
|
)
|
|
4,174
|
|
|
(2,704
|
)
|
|||
Stock-based compensation expense
|
1,984
|
|
|
1,698
|
|
|
1,072
|
|
|||
(Gain) loss on sale of assets
|
993
|
|
|
1,590
|
|
|
(55
|
)
|
|||
Other than temporary impairment on marketable securities
|
154
|
|
|
695
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(1,426
|
)
|
|
(2,919
|
)
|
|
10,975
|
|
|||
Inventories, net
|
412
|
|
|
(888
|
)
|
|
(2,408
|
)
|
|||
Prepaids and other assets
|
1,733
|
|
|
5,375
|
|
|
14,476
|
|
|||
Payables and other liabilities
|
(1,462
|
)
|
|
16,715
|
|
|
(1,843
|
)
|
|||
Prepaid and accrued income taxes
|
1,877
|
|
|
1,148
|
|
|
3,998
|
|
|||
Net cash provided by operating activities
|
53,226
|
|
|
76,315
|
|
|
69,361
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(50,135
|
)
|
|
(48,395
|
)
|
|
(28,324
|
)
|
|||
Sale of (investment in) joint venture
|
—
|
|
|
1,170
|
|
|
(1,500
|
)
|
|||
Acquisitions, net of cash required
|
(62,514
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
3,592
|
|
|
7,605
|
|
|
1,508
|
|
|||
Net cash used in investing activities
|
(109,057
|
)
|
|
(39,620
|
)
|
|
(28,316
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Payment of capital leases
|
(886
|
)
|
|
(879
|
)
|
|
(860
|
)
|
|||
Proceeds from long-term borrowings
|
266,900
|
|
|
221,600
|
|
|
145,400
|
|
|||
Repayments of long-term borrowings
|
(202,282
|
)
|
|
(296,770
|
)
|
|
(186,301
|
)
|
|||
Payment of deferred financing costs
|
(105
|
)
|
|
(1,779
|
)
|
|
(1,785
|
)
|
|||
Proceeds from exercise of stock options
|
73
|
|
|
78
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
—
|
|
|
40,227
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
63,700
|
|
|
(37,523
|
)
|
|
(43,546
|
)
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
238
|
|
|
868
|
|
|
(1,903
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
8,107
|
|
|
40
|
|
|
(4,404
|
)
|
|||
Cash and cash equivalents at beginning of period
|
8,736
|
|
|
8,696
|
|
|
13,100
|
|
|||
Cash and cash equivalents at end of period
|
$
|
16,843
|
|
|
$
|
8,736
|
|
|
$
|
8,696
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
10,594
|
|
|
$
|
12,432
|
|
|
$
|
15,801
|
|
Cash paid for (refund of) income taxes
|
$
|
3,423
|
|
|
$
|
1,780
|
|
|
$
|
(5,855
|
)
|
|
|
|
|
|
|
||||||
Non-cash Activities:
|
|
|
|
|
|
||||||
Capital equipment included in accounts payable
|
$
|
4,049
|
|
|
$
|
4,239
|
|
|
$
|
5,604
|
|
|
Common Stock ($.01 Par Value)
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
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
|
|
Net loss
|
—
|
|
|
—
|
|
|
(697
|
)
|
|
—
|
|
|
(697
|
)
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
14,225
|
|
|
14,225
|
|
|||||
Restricted stock and exercise of stock options
|
3
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||
Issuance of common stock
|
52
|
|
|
40,175
|
|
|
—
|
|
|
—
|
|
|
40,227
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
1,698
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
|||||
October 31, 2017
|
$
|
231
|
|
|
$
|
112,351
|
|
|
$
|
117,976
|
|
|
$
|
(42,237
|
)
|
|
$
|
188,321
|
|
Net income
|
—
|
|
|
—
|
|
|
11,479
|
|
|
—
|
|
|
11,479
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,335
|
)
|
|
(2,335
|
)
|
|||||
Reclassification of stranded tax effects
(1)
|
—
|
|
|
—
|
|
|
6,358
|
|
|
(6,358
|
)
|
|
—
|
|
|||||
Restricted stock and exercise of stock options
|
3
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||
Stock-based compensation cost
|
—
|
|
|
1,984
|
|
|
—
|
|
|
—
|
|
|
1,984
|
|
|||||
October 31, 2018
|
$
|
234
|
|
|
$
|
114,405
|
|
|
$
|
135,813
|
|
|
$
|
(50,930
|
)
|
|
$
|
199,522
|
|
|
|
|
|
|
|
|
|
|
|
Standard
|
Description
|
Effective Date
|
Effect on our financial statements and other significant matters
|
ASU 2018-09
Codification Improvements
|
These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10) and Fair Value Measurement – Overall (Topic 820-10).
|
The majority of the amendments will be effective November 1, 2019
|
We are currently evaluating and assessing the impact this guidance will have on the Company's consolidated statements or financial statement disclosures. While the Company has not yet completed its evaluation of the effects of adoption, the Company does not expect the adoption of the new revenue standards to have a material impact on its consolidated financial statements.
|
ASU 2017-09
Compensation - Stock Compensation (Topic 718)
|
This amendment clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The amendment should be adopted on a prospective basis.
|
November 1, 2018 with early adoption permitted.
|
We do not expect the adoption of these provisions to have a significant impact on the Company's consolidated financial statements as it is not our practice to change either the terms or conditions of share-based payment awards once they are granted.
|
ASU 2014-09
Revenue from Contracts with Customers
|
The amendments require companies to recognize revenue when there is a transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The amendments should be applied on either a full or modified retrospective basis, which clarifies existing accounting literature relating to how and when a company recognizes revenue. The Financial Accounting Standards Board ("FASB"), through the issuance of Accounting Standards Updated ("ASU") No. 2015-14, "Revenue from Contracts with Customers," approved a one year delay of the effective date and permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. During fiscal 2016, the FASB issued ASUs 2016-10, 2016-11 and 2016-12. Finally, ASU 2016-20 makes minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.
|
November 1, 2018.
|
We will be adopting the new revenue standards in the first quarter of 2019 utilizing the modified retrospective transition method. To assess the impact of the new standard, the Company analyzed the standard's impact on customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard and to identify potential differences of the new standard's requirements. The Company does not expect the adoption of the new revenue standard to have a material impact on its consolidated financial statements.
|
ASU 2016-02
Leases
|
This amendment requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. The standard requires a modified retrospective transition for capital and operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial adoption. In January 2018, the FASB issued an amendment to ASC Topic 842 which permits companies to elect an optional transition practical expedient to not evaluate existing land easements under the new standard if the land easements were not previously accounted for under existing lease guidance. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 which clarifies certain areas within ASU 2016-02. ASU 2018-11 Targeted Improvements to Topic 842, Leases. This amendment provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
|
November 1, 2019 with early adoption permitted.
|
We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures. We are in the beginning stages of developing a project plan with key stakeholders throughout the organization and gathering and analyzing detailed information on existing lease arrangements. This includes evaluating the available practical expedients, calculating the lease asset and liability balances associated with individual contractual arrangements and assessing the disclosure requirements. In addition, we continue to monitor FASB amendments to ASC Topic 842.
|
ASU 2016-01
Recognition and Measurement of Financial Assets and Financial Liabilities
|
This amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in the fair value of the Company's equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income ("OCI"). The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption.
|
First quarter of fiscal year ending October 31, 2019 with early adoption permitted.
|
We do not expect the adoption of these provisions to have a significant impact on the Company's consolidated statement of financial position or financial statement disclosures.
|
ASU 2017-12
Derivatives and Hedging (Topic 815)
|
This amendment changes how an entity assesses effectiveness of derivative instruments, potentially resulting in less ineffectiveness and more derivatives qualifying for hedge accounting. Entities may early adopt the standard in any interim period, with the effect of adoption being applied to existing hedging relationships as of the beginning of the fiscal year of adoption.
|
November 1, 2017.
|
The early adoption of this standard did not have a material impact on the Company's consolidated financial statements. Refer to Note 12 of the consolidated financial statements for additional detail on this adoption.
|
ASU 2017-07
Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
This amendment requires the presentation of the service cost component of net benefit cost to be in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. All other components of net benefit cost should be presented separately from the service cost component and outside of a subtotal of earnings from operations, or separately disclosed. The amendments should be adopted on a retrospective basis.
|
November 1, 2017.
|
Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's consolidated statements of operations. As a result of the early adoption of ASU 2017-07, we reclassified $1,222 and $72 from cost of sales and selling, general and administrative expenses to other expense, net on the consolidated statements of operations for the fiscal year ended October 31, 2017 and $160 and $16 from cost of sales and selling, general and administrative expenses to other expense, net on the consolidated statements of operations for the fiscal year ended October 31, 2016.
|
ASU 2017-01
Business Combinations (Topic 805): Clarifying the Definition of a Business
|
The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill impairment and consolidation. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the asset acquired would not represent a business. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present.
|
November 1, 2017.
|
The adoption of this framework did not have a significant impact on the Company's consolidated statement of financial position or financial statement disclosures.
|
ASU 2015-11
Inventory
|
This amendment simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The amendment should be applied on a prospective basis.
|
November 1, 2017.
|
The adoption of these provisions did not have a significant impact on the Company's consolidated statement of financial position or financial statement disclosures.
|
|
|
Preliminary Valuation
|
Period Adjustment
|
Revised Valuation
|
|||
Cash and cash equivalents
|
|
2,792
|
|
(33
|
)
|
2,759
|
|
Accounts receivable
|
|
22,719
|
|
56
|
|
22,775
|
|
Inventory
|
|
10,603
|
|
273
|
|
10,876
|
|
Other assets, net
|
|
2,026
|
|
1,388
|
|
3,414
|
|
Property, plant and equipment
|
|
54,034
|
|
(834
|
)
|
53,200
|
|
Goodwill
|
|
408
|
|
(408
|
)
|
—
|
|
Intangible assets
|
|
2,328
|
|
—
|
|
2,328
|
|
Accounts payable and accrued expenses
|
|
(29,637
|
)
|
430
|
|
(29,207
|
)
|
Deferred income taxes
|
|
—
|
|
(872
|
)
|
(872
|
)
|
Net assets acquired
|
|
65,273
|
|
—
|
|
65,273
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
28,457
|
|
|
$
|
25,315
|
|
Work-in-process
|
24,435
|
|
|
19,960
|
|
||
Finished goods
|
21,637
|
|
|
22,072
|
|
||
Reserves
|
$
|
(3,117
|
)
|
|
$
|
(5,535
|
)
|
Total inventories, net
|
$
|
71,412
|
|
|
$
|
61,812
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Land and improvements
|
$
|
13,954
|
|
|
$
|
11,416
|
|
Buildings and improvements
|
124,076
|
|
|
124,406
|
|
||
Machinery and equipment
|
493,522
|
|
|
504,785
|
|
||
Furniture and fixtures
|
22,556
|
|
|
22,209
|
|
||
Construction in progress
|
41,964
|
|
|
40,356
|
|
||
Total, at cost
|
696,072
|
|
|
703,172
|
|
||
Less: Accumulated depreciation
|
379,896
|
|
|
436,281
|
|
||
Property, plant and equipment, net
|
$
|
316,176
|
|
|
$
|
266,891
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Leased Property:
|
|
|
|
||||
Machinery and equipment
|
$
|
6,701
|
|
|
$
|
7,099
|
|
Less: Accumulated depreciation
|
$
|
3,073
|
|
|
$
|
2,420
|
|
Leased property, net
|
$
|
3,628
|
|
|
$
|
4,679
|
|
Balance October 31, 2016
|
|
$
|
27,490
|
|
|
|
Foreign currency translation
|
|
369
|
|
|
Balance October 31, 2017
|
|
27,859
|
|
||
|
Foreign currency translation
|
|
(483
|
)
|
|
Balance October 31, 2018
|
|
$
|
27,376
|
|
|
|
Customer Relationships
|
Developed Technology
|
Non-Compete
|
Trade Name
|
Trademark
|
Total
|
||||||||||||
Balance October 31, 2016
|
$
|
12,975
|
|
$
|
2,768
|
|
$
|
47
|
|
$
|
1,377
|
|
$
|
112
|
|
$
|
17,279
|
|
|
|
Amortization expense
|
(1,332
|
)
|
(771
|
)
|
(16
|
)
|
(123
|
)
|
(17
|
)
|
(2,259
|
)
|
||||||
|
Foreign currency translation
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
||||||
Balance October 31, 2017
|
11,648
|
|
1,997
|
|
31
|
|
1,254
|
|
95
|
|
15,025
|
|
|||||||
|
Acquisitions
|
—
|
|
2,328
|
|
—
|
|
—
|
|
—
|
|
2,328
|
|
||||||
|
Amortization expense
|
(1,332
|
)
|
(751
|
)
|
(16
|
)
|
(123
|
)
|
(17
|
)
|
(2,239
|
)
|
||||||
|
Foreign currency translation
|
(5
|
)
|
(170
|
)
|
—
|
|
—
|
|
—
|
|
(175
|
)
|
||||||
Balance October 31, 2018
|
$
|
10,311
|
|
$
|
3,404
|
|
$
|
15
|
|
$
|
1,131
|
|
$
|
78
|
|
$
|
14,939
|
|
|
|
|
|
|
|
|
|
|
||||||
|
October 31, 2018
|
|||||||||||||
|
|
Weighted Average Remaining Life (years)
|
|
Gross Carrying Value Net of Foreign Currency
|
|
Accumulated Amortization
|
|
Net
|
||||||
|
Customer relationships
|
7.9
|
|
$
|
17,564
|
|
|
$
|
(7,253
|
)
|
|
$
|
10,311
|
|
|
Developed technology
|
9.8
|
|
7,165
|
|
|
(3,761
|
)
|
|
3,404
|
|
|||
|
Non-compete
|
0.9
|
|
824
|
|
|
(809
|
)
|
|
15
|
|
|||
|
Trade name
|
9.2
|
|
1,875
|
|
|
(744
|
)
|
|
1,131
|
|
|||
|
Trademark
|
4.8
|
|
166
|
|
|
(88
|
)
|
|
78
|
|
|||
|
Total intangible assets
|
|
|
$
|
27,594
|
|
|
$
|
(12,655
|
)
|
|
$
|
14,939
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
October 31, 2017
|
|||||||||||
|
|
|
Gross Carrying Value Net of Foreign Currency
|
|
Accumulated Amortization
|
|
Net
|
||||||
|
Customer relationships
|
|
$
|
17,569
|
|
|
$
|
(5,921
|
)
|
|
$
|
11,648
|
|
|
Developed technology
|
|
5,007
|
|
|
(3,010
|
)
|
|
1,997
|
|
|||
|
Non-compete
|
|
824
|
|
|
(793
|
)
|
|
31
|
|
|||
|
Trade name
|
|
1,875
|
|
|
(621
|
)
|
|
1,254
|
|
|||
|
Trademark
|
|
166
|
|
|
(71
|
)
|
|
95
|
|
|||
|
Total intangible assets
|
|
$
|
25,441
|
|
|
$
|
(10,416
|
)
|
|
$
|
15,025
|
|
2019
|
|
$
|
2,079
|
|
2020
|
|
2,064
|
|
|
2021
|
|
2,064
|
|
|
2022
|
|
2,064
|
|
|
2023
|
|
2,060
|
|
|
Thereafter
|
|
5,825
|
|
|
|
|
$
|
16,156
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Credit Agreement —interest at 4.59% and 3.88% at October 31, 2018 and October 31, 2017, respectively
|
$
|
243,300
|
|
|
$
|
178,200
|
|
Equipment security note
|
—
|
|
|
482
|
|
||
Capital lease obligations
|
2,640
|
|
|
3,760
|
|
||
Insurance broker financing agreement
|
738
|
|
|
650
|
|
||
Total debt
|
246,678
|
|
|
183,092
|
|
||
Less: Current debt
|
1,327
|
|
|
2,027
|
|
||
Total long-term debt
|
$
|
245,351
|
|
|
$
|
181,065
|
|
Twelve Months Ending October 31,
|
|
Credit Agreement
|
|
Capital Lease Obligations
|
|
Other Debt
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
$
|
—
|
|
|
$
|
589
|
|
|
$
|
738
|
|
|
$
|
1,327
|
|
2020
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
2,051
|
|
||||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2022
|
|
243,300
|
|
|
—
|
|
|
—
|
|
|
243,300
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
243,300
|
|
|
$
|
2,640
|
|
|
$
|
738
|
|
|
$
|
246,678
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2019
|
$
|
13,158
|
|
2020
|
11,402
|
||
2021
|
8,784
|
||
2022
|
5,207
|
||
2023
|
3,283
|
||
Thereafter
|
12,307
|
|
|
Total commitments under non-cancelable operating leases
|
$
|
54,141
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
(89,063
|
)
|
|
$
|
(90,784
|
)
|
|
$
|
(313
|
)
|
|
$
|
(372
|
)
|
Interest cost
|
(3,166
|
)
|
|
(3,282
|
)
|
|
(11
|
)
|
|
(13
|
)
|
||||
Actuarial gain
|
7,849
|
|
|
576
|
|
|
12
|
|
|
28
|
|
||||
Benefits paid
|
4,482
|
|
|
4,427
|
|
|
29
|
|
|
44
|
|
||||
Benefit obligation at end of year
|
(79,898
|
)
|
|
(89,063
|
)
|
|
(283
|
)
|
|
(313
|
)
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
69,215
|
|
|
64,458
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
468
|
|
|
9,184
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
445
|
|
|
—
|
|
|
29
|
|
|
44
|
|
||||
Benefits paid
|
(4,482
|
)
|
|
(4,427
|
)
|
|
(29
|
)
|
|
(44
|
)
|
||||
Fair value of plan assets at end of year
|
65,646
|
|
|
69,215
|
|
|
—
|
|
|
—
|
|
||||
Funded status, benefit obligations in excess of plan assets
|
$
|
(14,252
|
)
|
|
$
|
(19,848
|
)
|
|
$
|
(283
|
)
|
|
$
|
(313
|
)
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Other accrued expenses (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
|
$
|
(38
|
)
|
Long-term benefit liabilities
|
(14,252
|
)
|
|
(19,848
|
)
|
|
(244
|
)
|
|
(275
|
)
|
||||
Total
|
$
|
(14,252
|
)
|
|
$
|
(19,848
|
)
|
|
$
|
(283
|
)
|
|
$
|
(313
|
)
|
|
|
|
|
|
|
|
|
Components of Net Periodic Benefit Cost U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Interest cost
|
$
|
3,166
|
|
|
$
|
3,282
|
|
|
$
|
3,566
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
16
|
|
Expected return on plan assets
|
(3,357
|
)
|
|
(3,455
|
)
|
|
(4,568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
1,311
|
|
|
1,508
|
|
|
1,239
|
|
|
7
|
|
|
10
|
|
|
12
|
|
||||||
Net periodic benefit cost
|
$
|
1,120
|
|
|
$
|
1,335
|
|
|
$
|
237
|
|
|
$
|
18
|
|
|
$
|
23
|
|
|
28
|
|
|
|
|
|
||||
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||
Amortization of net actuarial loss
|
$
|
1,150
|
|
|
$
|
6
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
37,710
|
|
|
$
|
43,982
|
|
|
$
|
64
|
|
|
$
|
84
|
|
|
|
|
|
|
|
|
|
||||||||
Recognized in accumulated other comprehensive loss
|
$
|
37,710
|
|
|
$
|
43,982
|
|
|
$
|
64
|
|
|
$
|
84
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Increase (decrease) in minimum liability included in other comprehensive income (loss)
|
$
|
(6,272
|
)
|
|
$
|
(7,813
|
)
|
|
$
|
(20
|
)
|
|
$
|
(38
|
)
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used
to determine benefit obligations at October 31
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Discount rate
|
|
4.35
|
%
|
|
3.65
|
%
|
|
3.70
|
%
|
|
4.35
|
%
|
|
3.65
|
%
|
|
3.70
|
%
|
|
|
Pension Benefits
|
|
Other Post Retirement Benefits
|
||||||||||||||
Weighted-average assumptions used to determine net
periodic benefit costs for years ended October 31
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
|
3.65
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
3.65
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
Expected long-term return on plan assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
7.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
October 31,
|
||
Assumed health care trend rates
|
2018
|
|
2017
|
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)
|
4.5%
|
|
4.5%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
2026
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
3
|
|
|
$
|
(2
|
)
|
Effect on post retirement obligation
|
$
|
19
|
|
|
$
|
(17
|
)
|
|
Target
Allocation
Percentage
|
Plan Assets at October 31,
|
||
2018
|
|
2017
|
||
Asset Category
|
|
|
|
|
Equity securities
|
30-70%
|
59%
|
|
60%
|
Debt securities
|
30-70%
|
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
|
||||||||||||
|
|
|
|
October 31, 2018
|
|
October 31, 2017
|
||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1) Market Valuation Technique
|
|
Plan Assets Measured at Net Asset Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1) Market Valuation Technique
|
|
Plan Assets Measured at Net Asset Value
|
||||||||
|
|
|
|
|
|
|
||||||||||||
U.S. Plans
|
|
|
|
|
||||||||||||||
Investments
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Large U.S. Equity
|
|
$
|
14,269
|
|
|
$
|
5,131
|
|
|
$
|
16,778
|
|
|
$
|
6,381
|
|
|
|
Small/Mid U.S. Equity
|
|
7,540
|
|
|
601
|
|
|
8,340
|
|
694
|
||||||
|
|
International Equity
|
|
10,062
|
|
|
—
|
|
|
9,169
|
|
—
|
|
|||||
|
Fixed Income
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Money Market
|
|
—
|
|
|
754
|
|
|
—
|
|
|
314
|
|
||||
|
|
Corporate
|
|
18,963
|
|
|
4,144
|
|
|
18,876
|
|
4,513
|
||||||
|
Real Estate (Primarily Commercial)
|
|
—
|
|
|
4,182
|
|
|
—
|
|
|
4,150
|
|
|||||
Total Investments
|
|
$
|
50,834
|
|
|
$
|
14,812
|
|
|
$
|
53,163
|
|
|
$
|
16,052
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
2018
|
|
$
|
5,040
|
|
|
|
|
$
|
39
|
|
|
2019
|
|
4,290
|
|
|
|
|
39
|
|
|
||
2020
|
|
4,230
|
|
|
|
|
27
|
|
|
||
2021
|
|
4,800
|
|
|
|
|
26
|
|
|
||
2022
|
|
4,930
|
|
|
|
|
24
|
|
|
||
2023-2026
|
|
$
|
24,940
|
|
|
|
|
$
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2016
|
|
$
|
(32,659
|
)
|
|
$
|
(466
|
)
|
|
$
|
(3,112
|
)
|
|
$
|
(20,225
|
)
|
|
$
|
(56,462
|
)
|
|
|
Other comprehensive income, net of tax
|
|
6,333
|
|
|
29
|
|
|
392
|
|
|
7,156
|
|
|
13,910
|
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
(1,521
|
)
|
|
435
|
|
|
1,401
|
|
|
—
|
|
|
315
|
|
|||||
|
Net current-period other comprehensive income
|
|
4,812
|
|
|
464
|
|
|
1,793
|
|
|
7,156
|
|
|
14,225
|
|
|||||
Balance at October 31, 2017
|
|
$
|
(27,847
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1,319
|
)
|
|
$
|
(13,069
|
)
|
|
$
|
(42,237
|
)
|
|
|
Other comprehensive income (loss), net of tax
|
|
(124
|
)
|
|
(131
|
)
|
|
864
|
|
|
(8,810
|
)
|
|
(8,201
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
4,972
|
|
|
122
|
|
|
772
|
|
|
—
|
|
|
5,866
|
|
|||||
|
Net current-period other comprehensive income (loss)
|
|
4,848
|
|
|
(9
|
)
|
|
1,636
|
|
|
(8,810
|
)
|
|
(2,335
|
)
|
|||||
|
Reclassification to retained earnings (4)
|
|
(6,138
|
)
|
|
(7
|
)
|
|
(213
|
)
|
|
—
|
|
|
(6,358
|
)
|
|||||
Balance at October 31, 2018
|
|
$
|
(29,137
|
)
|
|
$
|
(18
|
)
|
|
$
|
104
|
|
|
$
|
(21,879
|
)
|
|
$
|
(50,930
|
)
|
|
|
Asset (Liability) Derivatives
|
||||||
|
|
Balance Sheet Location
|
October 31, 2018
|
October 31, 2017
|
||||
Net Investment Hedging Instruments:
|
|
|
|
|||||
|
Cross-currency interest rate swap contract
|
Other assets
|
$
|
4,432
|
|
$
|
—
|
|
Cash Flow Hedging Instruments:
|
|
|
|
|||||
|
Interest rate swap contracts
|
Other assets (Other liabilities)
|
$
|
135
|
|
$
|
(2,088
|
)
|
|
Location
|
Year Ended
October 31, 2018 |
||
|
Interest expense
|
$
|
11,343
|
|
|
Effect of hedging on interest expense
|
$
|
(205
|
)
|
|
Location
|
Year Ended
October 31, 2017 |
||
|
Interest expense
|
$
|
15,088
|
|
|
Effect of hedging on interest expense
|
$
|
1,402
|
|
|
|
Asset (Liability)
|
|
Level 1
|
|
Level 2
|
|
Valuation Technique
|
||||||
October 31, 2017
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap Contracts
|
|
$
|
(2,088
|
)
|
|
$
|
—
|
|
|
$
|
(2,088
|
)
|
|
Income Approach
|
Marketable Securities
|
|
194
|
|
|
194
|
|
|
—
|
|
|
Market Approach
|
|||
October 31, 2018
|
|
|
|
|
|
|
|
|
||||||
Cross-Currency Interest Rate Swap
|
|
4,432
|
|
|
—
|
|
|
4,432
|
|
|
Income Approach
|
|||
Interest Rate Swap Contracts
|
|
135
|
|
|
—
|
|
|
135
|
|
|
Income Approach
|
|||
Marketable Securities
|
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
Market Approach
|
|
|
Stock Options
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||||||||||
Outstanding at:
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Restricted Shares
|
|
Grant Fair Value
|
|
Weighted Average Remaining Contractual Life
|
|
Restricted Share Units
|
|
Grant Fair Value
|
Weighted Average Remaining Contractual Life
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
November 1, 2015
|
|
91
|
|
|
$9.70
|
|
4.10
|
|
124
|
|
|
$13.77
|
|
2.28
|
|
—
|
|
|
—
|
|
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
312
|
|
|
4.30
|
|
|
|
|
22
|
|
|
4.17
|
|
|
|
Options exercised or restricted stock vested
|
|
—
|
|
|
—
|
|
|
|
|
(54
|
)
|
|
16.53
|
|
|
|
|
—
|
|
|
—
|
|
|
|
Forfeited or expired
|
|
(1
|
)
|
|
12.04
|
|
|
|
|
(6
|
)
|
|
5.71
|
|
|
|
|
—
|
|
|
—
|
|
|
|
October 31, 2016
|
|
90
|
|
|
$9.67
|
|
3.04
|
|
376
|
|
|
$6.11
|
|
1.83
|
|
22
|
|
|
4.17
|
|
1.46
|
|||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
247
|
|
|
7.94
|
|
|
|
|
29
|
|
|
$8.62
|
|
||
Options exercised or restricted stock vested
|
|
(8
|
)
|
|
9.79
|
|
|
|
|
(174
|
)
|
|
6.11
|
|
|
|
|
(14
|
)
|
|
4.17
|
|
|
|
Forfeited or expired
|
|
(24
|
)
|
|
13.38
|
|
|
|
|
(8
|
)
|
|
9.57
|
|
|
|
|
(1
|
)
|
|
7.06
|
|
|
|
October 31, 2017
|
|
58
|
|
|
$8.16
|
|
2.53
|
|
441
|
|
|
$7.07
|
|
1.60
|
|
36
|
|
|
$7.69
|
1.82
|
||||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
316
|
|
|
8.18
|
|
|
|
|
18
|
|
|
7.90
|
|
|
|
Options exercised or restricted stock vested
|
|
(17
|
)
|
|
4.09
|
|
|
|
|
(225
|
)
|
|
7.80
|
|
|
|
|
(15
|
)
|
|
8.30
|
|
|
|
Forfeited or expired
|
|
(8
|
)
|
|
12.04
|
|
|
|
|
(54
|
)
|
|
7.13
|
|
|
|
|
(12
|
)
|
|
6.18
|
|
|
|
October 31, 2018
|
|
33
|
|
|
$9.42
|
|
1.84
|
|
478
|
|
|
$7.45
|
|
1.87
|
|
27
|
|
|
$8.17
|
1.37
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted stock
|
|
1,863
|
|
|
1,583
|
|
|
1,035
|
|
|||
Restricted stock units
|
|
121
|
|
|
115
|
|
|
37
|
|
|||
Total
|
|
$
|
1,984
|
|
|
$
|
1,698
|
|
|
$
|
1,072
|
|
Exercise Prices
|
|
Options Outstanding
|
|
Exercise Price of Options Outstanding and Options Exercisable
|
|
Options Exercisable
|
|
Weighted Average Remaining Contractual Life
|
|||
$5.30
|
|
10,000
|
|
|
$5.30
|
|
10,000
|
|
|
0.78
|
|
$12.04
|
|
18,000
|
|
|
$12.04
|
|
18,000
|
|
|
2.11
|
|
$8.10
|
|
4,500
|
|
|
$8.10
|
|
4,500
|
|
|
3.11
|
|
Totals
|
|
32,500
|
|
|
|
|
32,500
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) available to common stockholders
|
$
|
11,479
|
|
|
$
|
(697
|
)
|
|
$
|
3,669
|
|
Basic weighted average shares
|
23,229
|
|
|
19,233
|
|
|
17,513
|
|
|||
Restricted stock units and stock options
|
140
|
|
|
—
|
|
|
13
|
|
|||
Diluted weighted average shares
|
23,369
|
|
|
19,233
|
|
|
17,526
|
|
|||
Basic earnings (loss) per share
|
$0.49
|
|
$(0.04)
|
|
$0.21
|
||||||
Diluted earnings (loss) per share
|
$0.49
|
|
$(0.04)
|
|
$0.21
|
|
|
Years Ended October 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
|
$
|
(3,635
|
)
|
|
$
|
4,251
|
|
|
$
|
3,917
|
|
Foreign
|
|
9,895
|
|
|
2,172
|
|
|
(5,400
|
)
|
|||
Total
|
|
$
|
6,260
|
|
|
$
|
6,423
|
|
|
$
|
(1,483
|
)
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
|||||||
|
Federal
|
|
$
|
1,998
|
|
|
$
|
66
|
|
|
$
|
(3,900
|
)
|
|
State and local
|
|
(157
|
)
|
|
386
|
|
329
|
|||||
|
Foreign
|
|
2,710
|
|
|
2,494
|
|
1,123
|
|||||
Total current
|
|
4,551
|
|
|
2,946
|
|
(2,448)
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||||
|
Federal
|
|
(10,692
|
)
|
|
856
|
|
|
3,289
|
|
|||
|
State and local
|
|
700
|
|
|
(329
|
)
|
|
156
|
|
|||
|
Foreign
|
|
222
|
|
|
3,647
|
|
|
(6,149
|
)
|
|||
Total deferred
|
|
(9,770)
|
|
4,174
|
|
(2,704)
|
|||||||
|
Provision (benefit)
|
|
$
|
(5,219
|
)
|
|
$
|
7,120
|
|
|
$
|
(5,152
|
)
|
|
|
Years Ended October 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|||||
|
Accrued compensation and benefits
|
$
|
1,405
|
|
|
$
|
1,793
|
|
|
Inventory
|
424
|
|
|
1,721
|
|||
|
State depreciation adjustments and loss carryforwards
|
5,309
|
|
|
4,213
|
|||
|
Pension obligations and post retirement benefits
|
3,053
|
|
|
7,432
|
|||
|
Net operating losses
|
26,695
|
|
|
8,851
|
|||
|
Tax credit carryforwards
|
5,958
|
|
|
248
|
|
||
|
Other accruals and reserves
|
2,889
|
|
|
2,822
|
|||
|
Goodwill and intangible amortization
|
3,331
|
|
6,269
|
||||
|
Foreign currency translation
|
116
|
|
30
|
|
|||
|
Interest rate swap
|
—
|
|
|
771
|
|
||
Total deferred tax assets
|
49,180
|
|
|
34,150
|
|
|||
Less: Valuation allowance
|
(24,051)
|
|
|
(9,401)
|
||||
Net deferred tax assets
|
$
|
25,129
|
|
|
$
|
24,749
|
|
|
Deferred tax liabilities:
|
|
|
|
|||||
|
Fixed assets
|
$
|
(20,631
|
)
|
|
$
|
(26,742
|
)
|
|
Prepaid expenses and other
|
(1,727)
|
|
|
(835)
|
|||
Net deferred tax (liability) asset
|
$
|
2,771
|
|
|
$
|
(2,828
|
)
|
|
|
|
|
|
|
||||
Change in net deferred tax asset:
|
|
|
|
|||||
|
Benefit (provision) for deferred taxes
|
$
|
9,769
|
|
|
$
|
(4,174
|
)
|
|
Acquisitions
|
(872
|
)
|
|
—
|
|
||
|
Currency translation adjustment
|
(347
|
)
|
|
453
|
|
||
Components of other comprehensive income (loss):
|
|
|
|
|||||
|
Defined benefit pension plans & other post-retirement benefits
|
(1,442
|
)
|
|
(3,001
|
)
|
||
|
Marketable securities
|
10
|
|
|
(250)
|
|||
|
Derivatives and hedging
|
(588
|
)
|
|
(1,151
|
)
|
||
|
Other adjustments
|
(931
|
)
|
|
55
|
|
||
|
Total change in net deferred tax asset
|
$
|
5,599
|
|
|
$
|
(8,068
|
)
|
|
Years Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
540
|
|
|
$
|
561
|
|
|
$
|
731
|
|
Additions based on tax positions related to the current year
|
747
|
|
|
88
|
|
|
48
|
|
|||
Additions for tax positions of prior years
|
1,079
|
|
|
9
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(68
|
)
|
|
—
|
|
|
(53
|
)
|
|||
Reductions as result of lapse of applicable statute of limitations
|
(112
|
)
|
|
(118
|
)
|
|
(165
|
)
|
|||
Balance at end of year
|
$
|
2,186
|
|
|
$
|
540
|
|
|
$
|
561
|
|
|
Years Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Taxes at U.S. federal statutory rate
|
$
|
1,461
|
|
|
$
|
2,248
|
|
|
$
|
(519
|
)
|
State and local income taxes, net of federal benefit
|
(321
|
)
|
|
(1,639
|
)
|
|
65
|
|
|||
Valuation allowance change
|
674
|
|
|
5,749
|
|
|
(5,452
|
)
|
|||
Domestic tax credits
|
(3,308
|
)
|
|
(803
|
)
|
|
(930
|
)
|
|||
Domestic production activities deduction
|
—
|
|
|
(455
|
)
|
|
(391
|
)
|
|||
Foreign operations
|
1,188
|
|
|
1,182
|
|
|
2,240
|
|
|||
Adjustment of uncertain tax positions
|
1,886
|
|
|
(83
|
)
|
|
(173
|
)
|
|||
Provision to return adjustment
|
(3,355
|
)
|
|
285
|
|
|
202
|
|
|||
Adjustment for tax law change
|
(3,966
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
522
|
|
|
636
|
|
|
(194
|
)
|
|||
Total income tax expense (benefit)
|
$
|
(5,219
|
)
|
|
$
|
7,120
|
|
|
$
|
(5,152
|
)
|
|
|
October 31, 2018
|
|
October 31, 2017
|
||||||||||||||||||||
Jurisdiction
|
|
Gross NOL Carryforward
|
|
NOL Tax Effected
|
|
Valuation Allowance
|
|
Gross NOL Carryforward
|
|
NOL Tax Effected
|
|
Valuation Allowance
|
||||||||||||
Netherlands
|
|
$
|
42,712
|
|
|
$
|
10,678
|
|
|
$
|
10,678
|
|
|
$
|
3,711
|
|
|
$
|
742
|
|
|
$
|
742
|
|
Italy
|
|
17,996
|
|
4,319
|
|
4,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Sweden
|
|
24,404
|
|
5,165
|
|
39
|
|
|
26,811
|
|
|
5,898
|
|
|
43
|
|
||||||||
China
|
|
4,442
|
|
|
1,111
|
|
|
1,111
|
|
|
2,968
|
|
|
742
|
|
|
742
|
|
||||||
Hong Kong
|
|
221
|
|
|
36
|
|
|
36
|
|
|
338
|
|
|
85
|
|
|
85
|
|
||||||
Mexico
|
|
1,693
|
|
|
508
|
|
|
508
|
|
|
4,614
|
|
|
1,384
|
|
|
1,384
|
|
||||||
U.S. (State)
|
|
76,073
|
|
4,666
|
|
4,666
|
|
65,247
|
|
3,711
|
|
|
3,711
|
|
||||||||||
U.S. Federal
|
|
23,228
|
|
|
4,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
190,769
|
|
|
$
|
31,361
|
|
|
$
|
21,357
|
|
|
$
|
103,689
|
|
|
$
|
12,562
|
|
|
$
|
6,707
|
|
|
|
October 31, 2018
|
|
October 31, 2017
|
||||
Employee costs
|
|
$
|
3,030
|
|
|
$
|
392
|
|
Impairment of fixed assets
|
|
—
|
|
|
4,085
|
|
||
Professional and legal costs
|
|
1,731
|
|
|
270
|
|
||
Other
|
|
1,852
|
|
|
30
|
|
||
|
|
$
|
6,613
|
|
|
$
|
4,777
|
|
|
Balance as of October 31, 2017
|
|
Restructuring Expense
|
|
Payments
|
|
Balance as of October 31, 2018
|
||||||||
Employee costs
|
65
|
|
|
3,030
|
|
|
2,728
|
|
|
367
|
|
||||
Professional and legal costs
|
270
|
|
|
1,731
|
|
|
1,753
|
|
|
248
|
|
||||
Other
|
—
|
|
|
1,852
|
|
|
1,852
|
|
|
—
|
|
||||
|
$
|
335
|
|
|
$
|
6,613
|
|
|
$
|
6,333
|
|
|
$
|
615
|
|
|
Revenues
|
|
Long-Lived Assets
|
||||||||||||||||
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
||||||||||||
United States
|
$
|
831,782
|
|
$
|
839,013
|
|
$
|
888,164
|
|
|
$
|
234,690
|
|
$
|
235,663
|
|
$
|
243,225
|
|
Europe
|
266,679
|
|
169,398
|
|
143,281
|
|
|
95,763
|
|
53,569
|
|
48,709
|
|
||||||
Rest of World
|
41,483
|
|
33,575
|
|
34,389
|
|
|
28,038
|
|
20,543
|
|
18,672
|
|
||||||
Total Company
|
$
|
1,139,944
|
|
$
|
1,041,986
|
|
$
|
1,065,834
|
|
|
$
|
358,491
|
|
$
|
309,775
|
|
$
|
310,606
|
|
|
Revenues
|
|||||
Customer
|
2018
|
2017
|
2016
|
|||
General Motors
|
18.8
|
%
|
17.9
|
%
|
18.2
|
%
|
FCA
|
15.8
|
%
|
15.0
|
%
|
17.1
|
%
|
Year Ended October 31, 2018
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||
Net revenues
|
|
$247,666
|
|
$297,340
|
|
$294,883
|
|
$300,055
|
||||
Gross profit
|
|
27,890
|
|
|
31,503
|
|
|
32,880
|
|
|
23,822
|
|
Operating income (loss)
|
|
4,571
|
|
|
7,279
|
|
|
7,535
|
|
|
(879
|
)
|
Provision (benefit) for income taxes
|
|
(3,058
|
)
|
|
218
|
|
|
(7,014
|
)
|
|
4,635
|
|
Net income (loss)
|
|
$4,858
|
|
$4,025
|
|
$11,052
|
|
$(8,456)
|
||||
Net income (loss) per share basic
|
|
$0.21
|
|
$0.17
|
|
$0.47
|
|
$(0.36)
|
||||
Net income (loss) per share diluted
|
|
$0.21
|
|
$0.17
|
|
$0.47
|
|
$(0.36)
|
||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
23,107
|
|
|
23,222
|
|
|
23,278
|
|
|
23,309
|
|
Diluted
|
|
23,287
|
|
|
23,357
|
|
|
23,453
|
|
|
23,309
|
|
Year Ended October 31, 2017
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||
Net revenues
|
|
$247,938
|
|
$273,031
|
|
$256,847
|
|
$264,170
|
||||
Gross profit
|
|
24,104
|
|
33,504
|
|
29,164
|
|
28,583
|
|
|||
Operating income
|
|
3,328
|
|
11,263
|
|
7,366
|
|
3,051
|
|
|||
Provision (benefit) for income taxes
|
|
(76
|
)
|
|
2,323
|
|
|
4,439
|
|
|
434
|
|
Net income (loss)
|
|
$(2,018)
|
|
$4,229
|
|
$(1,982)
|
|
$(926)
|
||||
Net income (loss) per share basic
|
|
$(0.11)
|
|
$0.24
|
|
$(0.11)
|
|
$(0.04)
|
||||
Net income (loss) per share diluted
|
|
$(0.11)
|
|
$0.24
|
|
$(0.11)
|
|
$(0.04)
|
||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
17,720
|
|
17,858
|
|
18,559
|
|
23,055
|
|
|||
Diluted
|
|
17,720
|
|
17,888
|
|
18,559
|
|
23,055
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9B.
|
Other Information.
|
Name
|
|
Age
|
|
Years as Executive Officer
|
|
Title
|
Ramzi Y. Hermiz
|
|
53
|
|
6
|
|
President and Chief Executive Officer
|
Lillian Etzkorn
|
|
49
|
|
—
|
|
Senior Vice President and Chief Financial Officer
|
Gary DeThomas
|
|
55
|
|
4
|
|
Vice President Corporate Controller and Principal Accounting Officer
|
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
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans
|
|||
Equity compensation plans approved by security holders
|
|
32,500
|
|
|
$9.42
|
|
672,559
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Total
|
|
32,500
|
|
|
$9.42
|
|
672,559
|
|
|
|
|
|
|
|
|
|
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, 2018 and 2017.
|
|
Consolidated Statements of Operations for the years ended October 31, 2018, 2017 and 2016.
|
|
Consolidated Statements of Other Comprehensive Income (Loss) for the years ended October 31, 2018, 2017 and 2016.
|
|
Consolidated Statements of Cash Flows for the years ended October 31, 2018, 2017 and 2016.
|
|
Consolidated Statements of Stockholders' Equity for the years ended October 31, 2018, 2017 and 2016.
|
|
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
|
|
Acquisitions
|
|
Balance at End of Year
|
||||||||||||||
Valuation allowance for accounts receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year ended
|
October 31, 2018
|
|
$
|
1,271
|
|
|
$
|
32
|
|
|
$
|
615
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
676
|
|
|
Year ended
|
October 31, 2017
|
|
$
|
790
|
|
|
$
|
493
|
|
|
$
|
24
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
1,271
|
|
|
Year ended
|
October 31, 2016
|
|
$
|
821
|
|
|
$
|
(10
|
)
|
|
$
|
57
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
790
|
|
Valuation allowance for inventory reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year ended
|
October 31, 2018
|
|
$
|
5,535
|
|
|
$
|
(173
|
)
|
|
$
|
1,965
|
|
|
$
|
(280
|
)
|
|
$
|
—
|
|
|
$
|
3,117
|
|
|
Year ended
|
October 31, 2017
|
|
$
|
2,946
|
|
|
$
|
2,933
|
|
|
$
|
384
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
5,535
|
|
|
Year ended
|
October 31, 2016
|
|
$
|
2,547
|
|
|
$
|
1,210
|
|
|
$
|
802
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
2,946
|
|
Valuation allowance for deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year ended
|
October 31, 2018
|
|
$
|
9,401
|
|
|
$
|
674
|
|
|
$
|
—
|
|
|
$
|
(278
|
)
|
|
$
|
14,254
|
|
|
$
|
24,051
|
|
|
Year ended
|
October 31, 2017
|
|
$
|
2,782
|
|
|
$
|
6,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,401
|
|
|
Year ended
|
October 31, 2016
|
|
$
|
4,986
|
|
|
$
|
(2,204
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,782
|
|
|
S
HILOH
I
NDUSTRIES
, I
NC
.
|
|
|
|
|
|
By:
|
/s/ Ramzi Hermiz
|
|
|
Ramzi Hermiz
|
|
|
President and Chief Executive Officer
|
|
|
|
|
By:
|
/s/ Lillian Etzkorn
|
|
|
Lillian Etzkorn
|
|
|
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
|
|
|
December 20, 2018
|
|
|
|
|
|
|
/s/ LILLIAN ETZKORN
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
December 20, 2018
|
Lillian Etzkorn
|
|
|
|
|
|
|
|
|
|
/s/ GARY DETHOMAS
|
|
Vice President Corporate Controller (Principal Accounting Officer)
|
|
December 20, 2018
|
Gary DeThomas
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
December 20, 2018
|
Curtis E. Moll
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December 20, 2018
|
Cloyd Abruzzo
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December 20, 2018
|
Jean Brunol
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December 20, 2018
|
Michael S. Hanley
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December 20, 2018
|
David J. Hessler
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December 20, 2018
|
Dieter Kaesgen
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December 20, 2018
|
Robert J. King, Jr.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ramzi Hermiz
|
|
Ramzi Hermiz, Attorney-In-Fact
|
|
December 20, 2018
|
|
|
Incorporated By Reference
|
|
|
||
Exhibit #
|
Exhibit Description
|
Form
|
File Number
|
Filing Date
|
Exhibit #
|
Filed Herewith
|
|
|
|
|
|
|
|
Certificate of Designation, dated December 31, 2001, authorizing the issuance of 100,000 shares of Series A Preferred Stock, par value $.01.
|
10-K
|
000-21964
|
February 13, 2002
|
3.1(ii)
|
|
|
|
|
|
|
|
|
|
Amended and Restated By-Laws of the Company, dated September 7, 2018.
|
10-K
|
000-21964
|
September 7, 2018
|
3.1(iii)
|
|
|
|
|
|
|
|
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended, dated March 9, 2016.
|
Schedule 14A
|
000-21964
|
January 29, 2016
|
Appendix B
|
|
|
|
|
|
|
|
|
|
Specimen certificate for the Common Stock, par value $.01 per share, of the Company.
|
10-K
|
000-21964
|
October 31, 1995
|
4.1
|
x
|
|
|
|
|
|
|
|
|
Registration Rights Agreement, dated June 22, 1993, by and among the Company, MTD Products Inc and the stockholders named therein.
|
10-K
|
000-21964
|
October 31, 1995
|
4.3
|
x
|
|
|
|
|
|
|
|
|
10.1
*
|
Form of Incentive Stock Option Agreement.
|
10-K
|
000-21964
|
December 22, 2004
|
10.2
|
|
|
|
|
|
|
|
|
10.2
*
|
Form of Nonqualified Stock Option Agreement.
|
10-K
|
000-21964
|
December 22, 2004
|
10.3
|
|
|
|
|
|
|
|
|
10.3
*
|
Shiloh Industries, Inc. Senior Management Bonus Plan.
|
Schedule 14A
|
000-21964
|
February 8, 2005
|
B
|
|
|
|
|
|
|
|
|
10.4
*
|
Amended and Restated 1993 Key Employee Stock Incentive Plan (as Amended and Restated as of December 10, 2009).
|
Schedule 14A
|
000-21964
|
February 2, 2010
|
A
|
|
|
|
|
|
|
|
|
10.5
*
|
Senior Management Bonus Plan.
|
Schedule 14A
|
000-21964
|
February 2, 2010
|
B
|
|
|
|
|
|
|
|
|
10.6
*
|
First Amendment to the Shiloh Industries, Inc. Senior Management Incentive Plan.
|
Schedule 14A
|
000-21964
|
February 10, 2014
|
A
|
|
|
|
|
|
|
|
|
10.7
*
|
Offer Letter to Ramzi Hermiz by Shiloh Industries, Inc., dated as of August 23, 2012.
|
8-K
|
000-21964
|
August 29, 2012
|
10.1
|
|
|
|
|
|
|
|
|
10.8
*
|
Change in Control Severance Agreement between Ramzi Y. Hermiz and Shiloh Industries, Inc.
|
8-K
|
000-21964
|
August 29, 2012
|
10.20
|
|
|
|
|
|
|
|
|
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.
|
10-K
|
000-21964
|
December 23, 2013
|
10.30
|
|
|
|
|
|
|
|
|
|
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.
|
8-K
|
000-21964
|
December 30, 2013
|
10.1
|
|
|
|
|
|
|
|
|
|
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.
|
10-Q
|
000-21964
|
September 5, 2014
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated By Reference
|
|
|
||
Exhibit #
|
Exhibit Description
|
Form
|
File Number
|
Filing Date
|
Exhibit #
|
Filed Herewith
|
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.
|
8-K
|
000-21964
|
July 2, 2014
|
10.1
|
|
|
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.
|
10-K
|
000-21964
|
January 13, 2015
|
10.1
|
|
|
|
|
|
|
|
|
|
Asset Purchase Agreement, dated September 30, 2014, among the Company, Radar Industries, Inc., and Radar Mexican Investments, LLC.
|
10-K
|
000-21964
|
January 13, 2015
|
10.32
|
|
|
|
|
|
|
|
|
|
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.
|
10-Q
|
000-21964
|
June 5, 2015
|
10.1
|
|
|
|
|
|
|
|
|
|
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.
|
8-K/A
|
000-21964
|
November 6, 2015
|
1.1
|
|
|
|
|
|
|
|
|
|
Shiloh Industries, Inc. 2016 Equity and Incentive Compensation Plan.
|
Schedule 14A
|
000-21964
|
January 29, 2016
|
A
|
|
|
|
|
|
|
|
|
|
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-K
|
000-21964
|
January 17, 2017
|
10.22
|
|
|
|
Incorporated By Reference
|
|
|
|||
Exhibit #
|
Exhibit Description
|
Form
|
File Number
|
Filing Date
|
Exhibit #
|
Filed Herewith
|
|
|
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-K
|
000-21964
|
January 17, 2017
|
10.22
|
|
|
|
|
|
|
|
|
|
|
|
Letter Agreement dated as of November 1, 2016 between Shiloh Industries, Inc. and Jean Brunol.
|
10-K
|
000-21964
|
January 17, 2017
|
10.23
|
|
|
|
|
|
|
|
|
|
|
|
Form of Indenture.
|
S-3
|
333-216571
|
March 9, 2017
|
4.1
|
|
|
|
|
|
|
|
|
|
|
10.22
*
|
|
Agreement on Terms and Conditions of Stock Award - Director Restricted Stock Award.
|
10-Q
|
000-21964
|
June 1, 2017
|
10.1
|
|
|
|
|
|
|
|
|
|
10.23
*
|
|
Agreement on Terms and Conditions of RSU Award - Director Restricted Stock Unit Award.
|
10-Q
|
000-21964
|
June 1, 2017
|
10.2
|
|
|
|
|
|
|
|
|
|
10.24
*
|
|
Agreement on Terms and Conditions of Stock Award - Employee Restricted Stock Award.
|
10-Q
|
000-21964
|
June 1, 2017
|
10.3
|
|
|
|
|
|
|
|
|
|
10.25
*
|
|
Agreement on Terms and Conditions of Cash Incentive Award - Employee Cash Incentive Award.
|
10-Q
|
000-21964
|
June 1, 2017
|
10.4
|
|
|
|
|
|
|
|
|
|
|
Seventh Amendment to the Credit Agreement, dated July 31, 2017, among Shiloh Industries, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and 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.
|
8-K
|
000-21964
|
August 1, 2017
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
Eighth Amendment to the Credit Agreement, dated October 31, 2017, among Shiloh Industries, Inc. and Shiloh Holdings Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands as the borrowers and the Domestic Subsidiaries of Shiloh Industries, Inc. as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA, Compass Bank and the Huntington National Bank as Co-Documentation Agents, and the other lender parties thereto.
|
8-K
|
000-21964
|
November 2, 2017
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated By Reference
|
|
|
|||
Exhibit #
|
Exhibit Description
|
Form
|
File Number
|
Filing Date
|
Exhibit #
|
Filed Herewith
|
|
|
Sale and Purchase Agreement, dated February 1, 2018 between Shiloh Holdings Netherlands, B.V. and Brabant Alucast Services B.V, a limited liability company organized under the laws of the Netherlands (Oss).
|
10-Q
|
000-21964
|
March 8, 2018
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
Sale and Purchase Agreement, dated February 1, 2018 between Shiloh Holdings Netherlands, B.V. and Brabant Alucast Services B.V, a limited liability company organized under the laws of the Netherlands (Verres).
|
10-Q
|
000-21964
|
March 8, 2018
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
Employment Agreement by and between the Company and Lillian Etzkorn dated as of April 26, 2018.
|
10-Q
|
000-21964
|
September 7, 2018
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
Form of Indemnification Agreement between Directors and Officers of Shiloh Industries, Inc., dated September 7, 2018.
|
8-K
|
000-21964
|
September 7, 2018
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
First Amendment to Change in Control Agreement between Ramzi Y. Hermiz and Shiloh Industries, Inc.
|
8-K
|
000-21964
|
September 7, 2018
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries of the Company.
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
Consent of Grant Thornton LLP.
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
Power of Attorney.
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
Principal Executive Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
100.1
|
|
The following materials from Shiloh Industries, Inc's Annual Report on 10-K for the year ended October 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (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.
|
|
|
|
|
x
|
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
|
VCS Properties, LLC (Inactive)
|
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) Co., Ltd.
|
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 Industries UK Ltd.
|
United Kingdom
|
Shiloh Automotive Components (Nantong) Co., Ltd.
|
China
|
Shiloh Industries Italia S.r.l.
|
Italy
|
Shiloh Industries Netherlands B.V.
|
Netherlands
|
Shiloh Industries Deutschland GmbH
|
Germany
|
Signature
|
Title
|
/s/ Ramzi Hermiz
|
President and Chief Executive Officer (Principal Executive Office)
|
Ramzi Hermiz
|
|
/s/ Lillian Etzkorn
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer )
|
Lillian Etzkorn
|
|
|
|
/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/ Michael S. Hanley
|
Director
|
Michael S. Hanley
|
|
|
|
/s/ David J. Hessler
|
Director
|
David J. Hessler
|
|
|
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/s/ Dieter Kaesgen
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Director
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Dieter Kaesgen
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/s/ Robert J. King, Jr.
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Director
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Robert J. King, Jr.
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1.
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I have reviewed this
annual
report on Form
10-K
of Shiloh Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Ramzi Hermiz
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Ramzi Hermiz
President and Chief Executive Officer
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1.
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I have reviewed this
annual
report on Form
10-K
of Shiloh Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Lillian Etzkorn
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Lillian Etzkorn
Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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/s/ Ramzi Hermiz
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Ramzi Hermiz
President and Chief Executive Officer
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/s/ Lillian Etzkorn
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Lillian Etzkorn
Senior Vice President and Chief Financial Officer
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