SHILOH INDUSTRIES INC (Form: 10-Q, Received: 09/05/2019 11:27:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________________________________

FORM 10-Q

______________________________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2019



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-21964

______________________________________________________

SHILOH INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________



Delaware	51-0347683
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

880 Steel Drive, Valley City, Ohio 44280

(Address of principal executive offices—zip code)

(330) 558-2600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	SHLO	The NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer	¨	Accelerated Filer	x	Non-accelerated Filer	¨	Smaller Reporting Company	x	Emerging Growth Company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares of Common Stock outstanding as of September 3, 2019 was 23,791,200.

Table of Contents

INDEX



			Page
PART I. FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statements of Comprehensive Income (Loss)	5
		Condensed Consolidated Statements of Cash Flows	6
		Condensed Consolidated Statements of Stockholders' Equity	7
		Notes to Condensed Consolidated Financial Statements	8
	Forward-Looking Statements		28
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
	Item 3. Qualitative and Quantitative Disclosures About Market Risk		36
	Item 4. Controls and Procedures		36
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings		38
	Item 1A. Risk Factors		38
	Item 6. Exhibits		39

Table of Contents

PART I— FINANCIAL INFORMATION


Item 1.	Condensed Consolidated Financial Statements

SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands)



	July 31, 2019			October 31, 2018
	July 31, 2019			October 31, 2018
	(Unaudited)
ASSETS
Cash and cash equivalents	$	11,936		$	16,843
Accounts receivable, net	180,502			209,733
Related party accounts receivable	466			996
Prepaid income taxes	6,341			1,391
Inventories, net	67,615			71,412
Prepaid expenses	11,854			10,478
Other current assets	10,318			22,124
Total current assets	289,032			332,977
Property, plant and equipment, net	333,840			316,176
Goodwill	27,384			27,376
Intangible assets, net	13,489			14,939
Deferred income taxes	2,811			5,665
Other assets	7,732			12,542
Total assets	$	674,288		$	709,675
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt	$	350		$	1,327
Accounts payable	170,175			177,400
Other accrued expenses	45,411			63,031
Accrued income taxes	27			1,874
Total current liabilities	215,963			243,632
Long-term debt	248,393			245,351
Long-term benefit liabilities	14,579			15,553
Deferred income taxes	792			2,894
Other liabilities	3,440			2,723
Total liabilities	483,167			510,153
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at July 31, 2019 and October 31, 2018, respectively	—			—
Common stock, par value $0.01 per share; 75,000,000 and 50,000,000 shares authorized at July 31, 2019 and October 31, 2018, respectively; 23,799,035 and 23,417,107 shares issued and outstanding at July 31, 2019 and October 31, 2018, respectively	238			234
Paid-in capital	115,977			114,405
Retained earnings	129,518			135,813
Accumulated other comprehensive loss, net	(54,612		)	(50,930		)
Total stockholders’ equity	191,121			199,522
Total liabilities and stockholders’ equity	$	674,288		$	709,675

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)



	Three Months Ended July 31,						Nine Months Ended July 31,
	2019			2018			2019			2018
Net revenues	$	263,445		$	294,883		$	795,748		$	839,889
Cost of sales	239,857			262,003			729,790			747,616
Gross profit	23,588			32,880			65,958			92,273
Selling, general & administrative expenses	18,105			22,773			51,069			66,159
Amortization of intangible assets	518			607			1,558			1,767
Restructuring	3,905			1,965			11,371			4,962
Operating income	1,060			7,535			1,960			19,385
Interest expense	4,633			3,209			11,836			8,194
Interest income	(4		)	(1		)	(10		)	(9		)
Other (income) expense, net	113			289			(959		)	1,119
Income (loss) before income taxes	(3,682		)	4,038			(8,907		)	10,081
Benefit for income taxes	(973		)	(7,014		)	(2,612		)	(9,854		)
Net income (loss)	$	(2,709	)	$	11,052		$	(6,295	)	$	19,935
Income (loss) per share:
Basic earnings (loss) per share	$	(0.11	)	$	0.47		$	(0.27	)	$	0.86
Basic weighted average number of common shares	23,557			23,278			23,486			23,202
Diluted earnings (loss) per share	$	(0.11	)	$	0.47		$	(0.27	)	$	0.85
Diluted weighted average number of common shares	23,557			23,453			23,486			23,341

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands)

(Unaudited)



				Three Months Ended July 31,						Nine Months Ended July 31,
				2019			2018			2019			2018
Net income (loss)				$	(2,709	)	$	11,052		$	(6,295	)	$	19,935
Other comprehensive income (loss)
	Defined benefit pension plans & other post-retirement benefits
			Amortization of net actuarial loss	289			328			865			984
			Cumulative effect of adoption of ASU 2018-02 (1)	—			(6,138		)	—			(6,138		)
			Income tax provision	(66		)	(76		)	(198		)	(258		)
		Total defined benefit pension plans & other post retirement benefits, net of tax		223			(5,886		)	667			(5,412		)
	Marketable securities
			Unrealized loss on marketable securities	—			(22		)	—			(151		)
			Cumulative effect of adoption of ASU 2018-02 (1)	—			(7		)	—			(7		)
			Income tax benefit	—			4			—			38
			Realized income	—			122			18			122
		Total marketable securities, net of tax		—			97			18			2
	Derivatives and hedging
			Unrealized (loss) gain on interest rate swap agreements	(301		)	171			(1,030		)	1,331
			Cumulative effect of adoption of ASU 2018-02 (1)	—			(213		)	—			(213		)
			Income tax benefit (provision)	58			(76		)	195			(533		)
			Reclassification adjustments for settlement of derivatives included in net income (loss)	51			153			181			648
		Change in fair value of derivative instruments, net of tax		(192		)	35			(654		)	1,233
	Foreign currency translation adjustments
			Foreign currency translation loss	(1,940		)	(2,834		)	(3,713		)	(2,953		)
		Unrealized loss on foreign currency translation		(1,940		)	(2,834		)	(3,713		)	(2,953		)
Comprehensive income (loss), net				$	(4,618	)	$	2,464		$	(9,977	)	$	12,805

^{(1) The adoption of ASU 2018-02 required reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects in accumulated other comprehensive loss results from the Tax Cuts and Jobs Act of 2017.}

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)



	Nine Months Ended July 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(6,295	)	$	19,935
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35,010			33,775
Restructuring	1,610			672
Amortization of deferred financing costs	1,033			935
Deferred income taxes	232			(2,251		)
Stock-based compensation expense	1,576			1,557
(Gain) loss on sale of assets	(3,562		)	2,300
Loss on marketable securities	29			154
Changes in operating assets and liabilities:
Accounts receivable, net	30,213			18,599
Inventories, net	3,900			(2,656		)
Prepaids and other assets	(1,564		)	(4,884		)
Payables and other liabilities	(30,965		)	(6,989		)
Prepaid and accrued income taxes	(6,863		)	(10,266		)
Net cash provided by operating activities	24,354			50,881
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(48,643		)	(38,668		)
Proceeds from sale of marketable securities	14			—
Acquisitions, net of cash required	—			(62,481		)
Derivative settlements	5,855			—
Proceeds from sale of assets	12,339			2,696
Net cash used in investing activities	(30,435		)	(98,453		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capital leases	(495		)	(667		)
Proceeds from long-term borrowings	223,400			218,300
Repayments of long-term borrowings	(220,000		)	(161,793		)
Payment of deferred financing costs	(1,948		)	(105		)
Proceeds from exercise of stock options	—			41
Net cash provided by financing activities	957			55,776
Effect of foreign currency exchange rate fluctuations on cash	217			336
Net increase (decrease) in cash and cash equivalents	(4,907		)	8,540
Cash and cash equivalents at beginning of period	16,843			8,736
Cash and cash equivalents at end of period	$	11,936		$	17,276

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollar amounts in thousands)

(Unaudited)



	Common Stock (.01 Par Value)		Paid-in-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
April 30, 2018	$	234	$	113,424	$	126,859		$	(40,779	)	$	199,738
Net income	—		—		11,052			—			11,052
Other comprehensive income (loss), net of tax	—		—		—			(2,230		)	(2,230		)
Reclassification of stranded tax effects (1)	—		—		6,358			(6,358		)	—
Restricted stock and exercise of stock options	—		7		—			—			7
Stock-based compensation cost	—		515		—			—			515
July 31, 2018	$	234	$	113,946	$	144,269		$	(49,367	)	$	209,082

April 30, 2019	$	238	$	115,391	$	132,227		$	(52,703	)	$	195,153
Net loss	—		—		(2,709		)	—			(2,709		)
Other comprehensive income (loss), net of tax	—		—		—			(1,909		)	(1,909		)
Stock-based compensation cost	—		586		—			—			586
July 31, 2019	$	238	$	115,977	$	129,518		$	(54,612	)	$	191,121



	Common Stock (.01 Par Value)		Paid-in-Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
October 31, 2017	$	231	$	112,351		$	117,976		$	(42,237	)	$	188,321
Net income	—		—			19,935			—			19,935
Other comprehensive income, net of tax	—		—			—			(772		)	(772		)
Reclassification of stranded tax effects (1)	—		—			6,358			(6,358		)	—
Restricted stock and exercise of stock options	3		38			—			—			41
Stock-based compensation cost	—		1,557			—			—			1,557
July 31, 2018	$	234	$	113,946		$	144,269		$	(49,367	)	$	209,082

October 31, 2018	$	234	$	114,405		$	135,813		$	(50,930	)	$	199,522
Net loss	—		—			(6,295		)	—			(6,295		)
Other comprehensive income (loss), net of tax	—		—			—			(3,682		)	(3,682		)
Restricted stock and exercise of stock options	4		(4		)	—			—			—
Stock-based compensation cost	—		1,576			—			—			1,576
July 31, 2019	$	238	$	115,977		$	129,518		$	(54,612	)	$	191,121

The accompanying notes are an integral part of these condensed consolidated financial statements.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and number of shares in thousands except per share data)

Note 1—Basis of Presentation

The condensed consolidated financial statements have been prepared for Shiloh Industries, Inc. and its subsidiaries (collectively referred to as the "Company," "Shiloh Industries," "us," "our" or "we"), without audit, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the SEC. Although we believe that the disclosures are adequate to make the information presented not misleading, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018.

Revenues and operating results for the three and nine months ended July 31, 2019 are not necessarily indicative of the results to be expected for the full year.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 2—Recent Accounting Standards

Recently Issued Accounting Standards:



Standard	Description	Effective Date	Effect on our financial statements and other significant matters
ASU 2016-13 Measurement of Credit Losses on Financial Instruments	The amendments change the impairment model for financial assets measured at amortized cost and available for sale equity securities. This new model will apply to instruments such as loans, held-to-maturity debt securities, loan commitments (including lines of credit), financial guarantees accounted for under ASC 460, net investments in leases, reinsurance and trade receivables. This model will result in an earlier recognition of allowances for losses through the establishment of an allowance account. The estimate of expected credit losses should consider historical and current information, and the reasonable and supportable forecasts of future events and circumstances, as well as estimates of prepayments.	November 1, 2020 with early adoption permitted.	We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures.
ASU 2018-15 Goodwill and Other-Internal-Use Software	The amendments apply to the accounting for implementation, setup and other upfront costs (collectively referred to as implementation costs) for entities that are a customer in a hosting arrangement and align the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments also require customers to expense capitalized implementation costs over the term of the hosting arrangement and in the same line on the income statement as the fees associated with the hosting service and payments for the capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting service.	November 1, 2020 with early adoption permitted.	We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Standard	Description	Effective Date	Effect on our financial statements and other significant matters
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. Our continued efforts include assessing the available practical expedients, calculating the lease asset and liability balances associated with individual contractual arrangements and assessing disclosure requirements. In addition, we continue to monitor FASB amendments to ASC Topic 842. While we continue to evaluate the effect of the standard, we anticipate that the adoption will result in a material increase in assets and liabilities on our consolidated balance sheet and will not have a material impact on our consolidated income statement or statement of cash flows.

Recently Adopted Accounting Standards:



Standard	Description	Adoption Date	Effect on our financial statements and other significant matters
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	The adoption of this framework did not have a material impact on Shiloh's financial position, results of operations or financial statement disclosures. Shiloh's awards are rarely modified after grant.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Standard	Description	Adoption Date	Effect on our financial statements and other significant matters
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	Refer to Note 3.
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.	November 1, 2018	The adoption of this framework did not have a material impact on Shiloh's financial position, results of operations or financial statement disclosures.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



Standard	Description	Adoption 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 while others were effective upon the issuance of the ASU.	Adoption of the clarifications and corrections in this ASU did not have a material impact on Shiloh's financial position, results of operations or financial statement disclosures.

Note 3—Revenue

On November 1, 2018, we adopted ASU 2014-09, ASC Topic 606, "Revenue from Contracts with Customers" using the modified retrospective transition method with no impact to previously reported periods and no adjustment to retained earnings as of November 1, 2018 as there was no impact to previously reported revenue or expenses associated with the adoption of ASC 606. The new guidance requires new disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The new standard recognizes revenue when a customer obtains control rather than when substantially all the risks and rewards of a good or service are transferred. The new guidance supersedes most existing revenue recognition guidance, including industry-specific guidance.

We manufacture and sell products, primarily to original equipment manufacturers ("OEMs") and to OEMs through Tier 1 suppliers. We enter into contracts with customers that create enforceable rights and obligations for the sale of those products. While certain production is provided under awarded multi-year programs, these programs do not contain any commitment to volume by the customer. Individual customer volume releases, blanket purchase orders, supply agreements, terms and conditions represent the contract with the customer. Volume releases are limited to near-term customer requirements generally with delivery periods within a few weeks. We do not have contract assets or liabilities as defined under ASC 606.

Each unit produced represents a separate performance obligation. Customer contracts do not provide an enforceable right to payment for performance completed throughout the production process. As such, product revenue is recognized at the point in time when shipment occurs and control has been transferred to the customer.

We participate in certain customers’ materials repurchase programs, under which we purchase materials directly from a customer’s designated supplier, for use in manufacturing products for that customer. We take delivery and title to such materials and bear the risk of loss and obsolescence. We invoice customers based upon negotiated selling prices, which inherently include a component for materials under such repurchase programs. We have risks and rewards of a principal, and as such, for transactions in which we participate in customers' materials resale programs, revenue is recognized on a gross basis for the entire amount, including the component for purchases under that customers' material resale programs.

We provide customers with standard warranties customary in the industry that products will operate as intended or designed, which are not separate performance obligations under ASC 606. We do not provide customers with the right to a refund, but provide for product replacement. Returns or refunds for nonconforming products are not separate performance obligations applicable to Shiloh's contract arrangements with customers.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

We continue to include shipping and handling fees billed to customers in revenue, while including costs of shipping and handling in costs of sales as a fulfillment cost.

Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate government agencies.

Payment terms with customers are established based on industry and regional practices and do not exceed 180 days.

Disaggregation of Net Revenues



	Net Revenues
	Three Months Ended July 31,						Nine Months Ended July 31,
Region:	2019			2018			2019			2018
North America	$	203,920		$	223,074		$	606,872		$	648,705
Europe & Asia	65,214			77,438			205,760			206,108
Eliminations	(5,689		)	(5,629		)	(16,884		)	(14,924		)
Total Company	$	263,445		$	294,883		$	795,748		$	839,889

Note 4—Acquisitions

On March 1, 2018, a subsidiary of the Company acquired all of the issued and outstanding capital of Brabant Alucast Italy Site Verres S.r.l., a limited liability company organized under the laws of Italy, and Brabant Alucast The Netherlands Site Oss B.V., a limited liability company organized under the laws of the Netherlands (collectively "Brabant"). The acquisitions were accounted for as business combinations under the acquisition method in accordance with the FASB ASC Topic 805, Business Combinations. The acquisitions complement Shiloh’s global footprint with the expansion of aluminum and magnesium casting capabilities, while providing capacity for growth.

The aggregate fair value of consideration transferred was $65,273 ($62,514 net of cash acquired), on the date of the acquisitions. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were based on valuations using the income approach and estimates.

Note 5—Accounts Receivable, Net

Accounts receivable, net is expected to be collected within one year and is net of an allowance for doubtful accounts in the amount of $831 and $676 at July 31, 2019 and October 31, 2018, respectively. We recognized bad debt expense of $3 and $329 for the three and nine months ended July 31, 2019, and recognized bad debt expense (benefit) of $(32) and $14 during the three and nine months ended July 31, 2018, in the condensed consolidated statement of operations.

We continually monitor our exposure with our customers and additional consideration is given to individual accounts in light of the market conditions in the automotive and commercial vehicle markets.

As a part of our working capital management, we have entered into factoring agreements with third party financial institutions ("institutions") for the sale of certain accounts receivable with recourse. The activity under these agreements is accounted for as sales of accounts receivable under ASC Topic 860 "Transfers and Servicing." These agreements relate exclusively to the accounts receivable of certain Italian and Swedish customers. The amounts sold vary each month based on the amount of underlying receivables and cash flow requirements. In addition, the agreements address events and conditions which may obligate us to immediately repay the institutions the outstanding purchase price of the receivables sold.

The total amount of accounts receivable factored was $10,829 and $13,545 as of July 31, 2019 and October 31, 2018, respectively. As these sales of accounts receivable are with recourse, $9,915 and $11,742 were recorded in accounts payable as of July 31, 2019 and October 31, 2018, respectively. The cost of selling these receivables is dependent upon the number of days between the sale date of the receivables, the date the customer’s invoice is due and the interest rate. The expense associated with

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

the sale of these receivables is recorded as a component of selling, general and administrative expense in the accompanying condensed consolidated statements of operations.

Note 6—Related Party Receivables

MTD Products Inc. and MTD Holdings LLC are affiliates of Oak Tree Holdings LLC, which is a greater than 5% beneficial owner of the Company's shares of Common Stock.

Sales to MTD Products Inc. and its affiliates were $1,322 and $5,521 for the three and nine months ended July 31, 2019, respectively and $1,114 and $4,380 for the three and nine months ended July 31, 2018, respectively. At July 31, 2019 and October 31, 2018, we had related party receivable balances of $466 and $996, respectively, due from MTD Products Inc. and its affiliates.

Note 7—Inventories, Net

Inventories, net consists of the following:



	July 31, 2019			October 31, 2018
Raw materials	$	28,978		$	28,457
Work in process	23,319			24,435
Finished goods	19,785			21,637
Reserves	$	(4,467	)	$	(3,117	)
Total inventories, net	$	67,615		$	71,412

Note 8 —Goodwill and Intangible Assets

Goodwill:

The changes in the carrying amount of goodwill for the nine months ended July 31, 2019 are as follows:



Balance October 31, 2018		$	27,376
	Foreign currency translation	8
Balance July 31, 2019		$	27,384

Intangible Assets

The changes in the carrying amount of finite-lived intangible assets for the nine months ended July 31, 2019 are as follows:



		Customer Relationships			Developed Technology			Non-Compete			Trade Name			Trademark			Total
Balance October 31, 2018		$	10,311		$	3,404		$	15		$	1,131		$	78		$	14,939
	Amortization expense	(998		)	(296		)	(12		)	(93		)	(12		)	(1,411		)
	Foreign currency translation	(3		)	(36		)	—			—			—			(39		)
Balance July 31, 2019		$	9,310		$	3,072		$	3		$	1,038		$	66		$	13,489

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Intangible assets are amortized on the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major class of intangible assets:



	July 31, 2019
	Weighted Average Useful Life (years)	Gross Carrying Value Net of Foreign Currency		Accumulated Amortization			Net
Customer relationships	7.2	17,561		$	(8,251	)	$	9,310
Developed technology	9.1	7,129		(4,057		)	3,072
Non-compete	0.2	824		(821		)	3
Trade Name	8.4	1,875		(837		)	1,038
Trademark	4.0	166		(100		)	66
		$	27,555	$	(14,066	)	$	13,489

Total amortization expense was $518 and $1,558 for the three and nine months ended July 31, 2019, respectively, and $607 and $1,767 for the three and nine months ended July 31, 2018, respectively. A favorable lease asset of $1,458 was acquired as part of the Brabant acquisitions in fiscal year 2018 with a 7 year useful life. Amortization expense for the three and nine months ended July 31, 2019 was $49 and $147, respectively. A net balance of $1,050 is included within other assets for the favorable lease asset. Amortization expense related to intangible assets and the favorable lease asset for the following fiscal years ending is estimated to be as follows:



Twelve Months Ended July 31,
2020	$	2,060
2021	2,057
2022	2,057
2023	2,056
2024	2,041
Thereafter	4,268
	$	14,539

Note 9—Financing Arrangements

Debt consists of the following:



	July 31, 2019		October 31, 2018
Credit Agreement—interest rate of 5.27% at July 31, 2019 and 4.59% at October 31, 2018	$	246,700	$	243,300
Capital lease obligations	2,043		2,640
Insurance broker financing agreement	—		738
Total debt	248,743		246,678
Less: Current debt	350		1,327
Total long-term debt	$	248,393	$	245,351

At July 31, 2019, we had total debt, excluding capital leases, of $246,700, consisting of a revolving line of credit under the Credit Agreement of floating rate debt of $246,700. The weighted average interest rate of all debt was 5.26% and 3.82% for the nine months ended July 31, 2019 and 2018, respectively.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Revolving Credit Facility:

The Company and its subsidiaries are party to a Credit Agreement, dated October 25, 2013, as amended (the "Credit Agreement") with Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch 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.

On June 6, 2019, we executed the Ninth Amendment to the Credit Agreement which improved certain thresholds for the consolidated leverage ratio and various baskets related to the indebtedness of foreign subsidiaries, disposition of assets, capital expenditures and sale leaseback transactions. The Ninth Amendment also adjusted the interest rate margins based on the applicable pricing tiers, but did not modify the aggregate revolving commitments under the Credit Agreement.

On October 31, 2017, we executed the Eighth Amendment to the Credit Agreement which, among other things, provided for an aggregate availability of $350,000, $275,000 of which is available to the Company through the Tranche A Facility and $75,000 of which is available to the Dutch borrower through the Tranche B Facility, and eliminated the scheduled reductions in such availability; increased the aggregate amount of incremental commitment increase allowed under the Credit Agreement to up to $150,000 subject to our pro forma compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining commitments for any such increase. The Amendment extended the commitment period to October 31, 2022.

On July 31, 2017, we executed the Seventh Amendment which modified investments in subsidiaries and various cumulative financial covenant thresholds, in each case, under the Credit Agreement. The Amendment also enhanced our ability to take advantage of customer supply chain finance programs.

On October 28, 2016, we executed the Sixth Amendment which increased the permitted consolidated leverage ratio for periods beginning after July 31, 2016; increased the permitted consolidated fixed charge coverage ratio for periods beginning after April 30, 2017, modified various baskets related to sale of accounts receivable, disposition of assets, sale-leaseback transactions, and made other ministerial updates.

On October 30, 2015, we executed the Fifth Amendment which increased the permitted leverage ratio with periodic reductions beginning after July 30, 2016. In addition, the Amendment permitted various investments as well as up to $40,000 aggregate outstanding principal amount of subordinated indebtedness, subject to certain conditions. Finally, the Amendment provided for a consolidated fixed charge coverage ratio, and provided for up to $50,000 of capital expenditures by the Company and our subsidiaries throughout the year ending October 31, 2016, subject to certain quarterly baskets.

On April 29, 2015, we executed the Fourth Amendment to the Credit Agreement that maintained the commitment period of September 29, 2019 and allowed for an incremental increase of $25,000 (or if certain ratios are met, $100,000) to the original revolving commitments of $360,000, subject to our pro forma compliance with financial covenants, the administrative agent's approval, and the Company obtaining commitments for such increase.

The Fourth Amendment included scheduled commitment reductions beginning after January 30, 2016 totaling $30,000, allocated proportionately between the Aggregate Revolving A and B commitments. On April 30, 2016, the first committed reduction of $5,000 decreased the existing revolving commitment to $355,000, subject to our pro forma compliance with financial covenants.

Borrowings under the Credit Agreement bear interest, at our option, at LIBOR or the base (or "prime") rate established from time to time by the administrative agent, in each case plus an applicable margin. The Fifth Amendment provided for an interest rate margin on LIBOR loans of 1.5% to 3.0% and of 0.5% to 2.0% on base rate loans depending on the Company's leverage ratio.

The Credit Agreement contains customary restrictive and financial covenants, including covenants regarding our outstanding indebtedness and maximum leverage and interest coverage ratios. The Credit Agreement leverage ratio increases in restriction until maturity. The Credit Agreement also contains standard provisions relating to conditions of borrowing. In addition, the Credit Agreement contains customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company. If an event of default occurs, all amounts outstanding under the Credit Agreement may be accelerated

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

and become immediately due and payable. We were in compliance with the financial covenants under the Credit Agreement as of July 31, 2019 and October 31, 2018.

After considering letters of credit of $6,206 that we have issued, unused commitments under the Credit Agreement were $97,094 as of July 31, 2019. Actual borrowing capacity is subject to Credit Agreement covenants.

Borrowings under the Credit Agreement are collateralized by a first priority security interest in substantially all of the tangible and intangible property of the Company and our domestic subsidiaries and 66% of the stock of our foreign subsidiaries.

Other Debt:

On August 1, 2018, we entered into a finance agreement with an insurance broker for various insurance policies that bears interest at a fixed rate of 2.55% and required monthly payments of $94 through May 2019.

We maintain capital leases for equipment used in our manufacturing facilities with lease terms expiring between 2019 and 2020. As of July 31, 2019, the present value of minimum lease payments under our capital leases amounted to $2,043.

Scheduled repayments of debt for the next five years are listed below:



Twelve Months Ending July 31,	Credit Agreement		Capital Lease Obligations		Total
2020	$	—	$	350	$	350
2021	—		1,693		1,693
2022	—		—		—
2023	246,700		—		246,700
2024	—		—		—
Total	$	246,700	$	2,043	$	248,743

Note 10—Pension and Other Post-Retirement Benefit Matters

U.S Plans

The components of net periodic benefit cost for the three and nine months ended July 31, 2019 and 2018 are as follows:



	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended July 31,						Three Months Ended July 31,
	2019			2018			2019		2018
Interest cost	$	843		$	791		$	3	$	3
Expected return on plan assets	(836		)	(839		)	—		—
Amortization of net actuarial loss	288			328			1		1
Net periodic cost	$	295		$	280		$	4	$	4

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



	Pension Benefits						Other Post-Retirement Benefits
	Nine Months Ended July 31,						Nine Months Ended July 31,
	2019			2018			2019		2018
Interest cost	$	2,525		$	2,375		$	9	$	8
Expected return on plan assets	(2,506		)	(2,519		)	—		—
Amortization of net actuarial loss	861			984			4		5
Net periodic cost	$	880		$	840		$	13	$	13

We made contributions of $1,183 to our U.S. pension plans during the three and nine months ended July 31, 2019. We expect to contribute an additional $219 to our U.S. pension plans before the end of fiscal 2019.

We report the service cost component of the net periodic pension and post-retirement costs in the same caption as other compensation costs arising from services rendered. The other components of net period costs are presented outside of operating income in other (income) expense, net.

Non-U.S. Plans

For our Swedish operations, the majority of the pension obligations are covered by insurance policies with insurance companies. Pension commitments in our Polish operations were $1,233 at July 31, 2019 and $1,081 at October 31, 2018. The liability represents the present value of future obligations and is calculated on an actuarial basis. The Polish operations recognized expense of $40 and $223 for the three and nine months ended July 31, 2019, respectively and $52 and $163 for the three and nine months ended July 31, 2018, respectively.

The insurance contracts guarantee a minimum rate of return. We have no input into the investment strategy of the assets underlying the contracts, but they are typically heavily invested in active bond markets and are highly regulated by local law.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 11—Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss in stockholders' equity by component for the three months ended July 31, 2019 and 2018 is as follows:



		Pension and Post Retirement Plan Liability (1)			Marketable Securities Adjustment (1)				Interest Rate Swap Adjustment (2)				Foreign Currency Translation Adjustment (3)			Accumulated Other Comprehensive Loss
Balance at April 31, 2018		$	(27,373	)	$	(97	)		$	(121	)		$	(13,188	)	$	(40,779	)
	Other comprehensive income (loss), net of tax	—			(18		)		95				(2,834		)	(2,757		)
	Amounts reclassified from accumulated other comprehensive loss	252			122				153				—			527
	Net current-period other comprehensive income (loss)	252			104				248				(2,834		)	(2,230		)
	Reclassification to retained earnings (4)	(6,138		)	(7		)		(213		)		—			(6,358		)
Balance at July 31, 2018		$	(33,259	)	$	—		—	$	(86	)	—	$	(16,022	)	$	(49,367	)



		Pension and Post Retirement Plan Liability (1)			Marketable Securities Adjustment (1)		Interest Rate Swap Adjustment (2)			Foreign Currency Translation Adjustment (3)			Accumulated Other Comprehensive Loss
Balance at April 30, 2019		$	(28,693	)	$	—	$	(358	)	$	(23,652	)	$	(52,703	)
	Other comprehensive income (loss), net of tax	—			—		(243		)	(1,940		)	(2,183		)
	Amounts reclassified from accumulated other comprehensive loss	223			—		51			—			274
	Net current-period other comprehensive income (loss)	223			—		(192		)	(1,940		)	(1,909		)
Balance at July 31, 2019		$	(28,470	)	$	—	$	(550	)	$	(25,592	)	$	(54,612	)

(1) Amounts reclassified from accumulated other comprehensive loss, net of tax are classified with other expense included on the statements of operations.

(2) Amounts reclassified from accumulated other comprehensive income loss, net of tax are classified with interest expense included on the statements of operations.

(3) The net investment derivative instrument is recognized in accumulated other comprehensive loss and reclassified to income in the same period when a gain or loss related to that net investment in foreign operation is included in income.

(4) In the three months ended July 31, 2018, Shiloh early adopted ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." As a result, the stranded tax effects resulting from the TCJA enacted in December 2017 were reclassified from accumulated other comprehensive loss to retaining earnings.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Changes in accumulated other comprehensive loss in stockholders' equity by component for the nine months ended July 31, 2019 and 2018 is as follows:



		Pension and Post Retirement Plan Liability (1)			Marketable Securities Adjustment (1)			Interest Rate Swap Adjustment (2)			Foreign Currency Translation Adjustment (3)			Accumulated Other Comprehensive Loss
Balance at October 31, 2017		$	(27,847	)	$	(2	)	$	(1,319	)	$	(13,069	)	$	(42,237	)
	Other comprehensive income (loss), net of tax	—			(113		)	798			(2,953		)	(2,268		)
	Amounts reclassified from accumulated other comprehensive loss	726			122			648			—			1,496
	Net current-period other comprehensive income (loss)	726			9			1,446			(2,953		)	(772		)
	Reclassification to retained earnings (4)	(6,138		)	(7		)	(213		)	—			(6,358		)
Balance at July 31, 2018		$	(33,259	)	$	—		$	(86	)	$	(16,022	)	$	(49,367	)



		Pension and Post Retirement Plan Liability (1)			Marketable Securities Adjustment (1)			Interest Rate Swap Adjustment (2)			Foreign Currency Translation Adjustment (3)			Accumulated Other Comprehensive Loss
Balance at October 31, 2018		$	(29,137	)	$	(18	)	$	104		$	(21,879	)	$	(50,930	)
	Other comprehensive income (loss), net of tax	—			—			(835		)	(3,713		)	(4,548		)
	Amounts reclassified from accumulated other comprehensive loss, net of tax	667			18			181			—			866
	Net current-period other comprehensive income (loss)	667			18			(654		)	(3,713		)	(3,682		)
Balance at July 31, 2019		$	(28,470	)	$	—		$	(550	)	$	(25,592	)	$	(54,612	)

(1) Amounts reclassified from accumulated other comprehensive loss, net of tax are classified with other expense included on the statements of operations.

(2) Amounts reclassified from accumulated other comprehensive income loss, net of tax are classified with interest expense included on the statements of operations.

(4) In the nine months ended July 31, 2018, Shiloh early adopted ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." As a result, the stranded tax effects resulting from the TCJA enacted in December 2017 were reclassified from accumulated other comprehensive loss to retaining earnings.

Note 12—Derivatives and Financial Instruments

Shiloh is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest rates in the normal course of business. Shiloh’s financial risk management program is designed to manage the exposure and volatility arising from these risks and utilizes derivative financial instruments to offset a portion of these risks. We do not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, we monitor counterparty credit ratings. We consider credit non-performance risk to be low because we enter into agreements with commercial institutions that have investment grade credit rating.

On March 1, 2018, we entered into a cross-currency swap in which we would settle interest on the notional amount in Euros and settle interest on the notional amount in dollars, both at a variable rate. The objective of the transaction was to protect the initial net investment in Brabant against adverse changes in the exchange rate between the U.S. dollar and the Euro. Hedge effectiveness was assessed based upon changes in the spot foreign exchange rate. As such, the change in value of the cross-currency interest rate swap related to the change in spot rates was perfectly effective at offsetting changes in cumulative translation adjustment related to the portion of our net investment in Brabant up to the notional amount of the cross-currency interest rate swap.

Under the cross-currency interest rate swap, we received €53,000 on which we would settle interest at the 1-month Euribor rate, and we lent to the counterparty $64,930 on which we would settle interest at the 1-month LIBOR rate. Interest payments

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

were made at the end of every month. The notional amounts in the respective currencies exchanged at the beginning of the cross-currency interest rate swap period were to be repaid at the end of the cross-currency interest rate swap period. The initial maturity of the cross-currency interest rate swap was October 31, 2022. In the second quarter of fiscal 2019, the cross-currency interest rate swap was discontinued and settled in cash for $5,110. The cash value at settlement was driven by changes in foreign currency exchange rates and debt markets from inception to settlement. There was no impact to net income upon settlement.

On February 25, 2014, we entered into an interest rate swap with an aggregate notional amount of $75,000 designated as a cash flow hedge to manage interest rate exposure on our floating rate LIBOR based debt under the Credit Agreement. The interest rate swap is an agreement to exchange payment streams based on the notional principal amount. This agreement fixes our future interest rate at 2.74% plus the applicable margin as provided in the Fifth Amendment discussed in Note 9 - Financing Arrangements, on an amount of our debt principal equal to the then-outstanding swap notional amount. The forward interest rate swap commenced on March 1, 2015 with an initial $25,000 base notional amount. The second notional amount of $25,000 commenced on September 1, 2015 and the final notional amount of $25,000 commenced on March 1, 2016. The base notional amount plus each incremental addition to the base notional amount has a five year maturity of February 29, 2020, August 31, 2020 and February 28, 2021, respectively. On the date the interest swap was entered into, we designated the interest rate swap as a hedge of the variability of cash flows to be paid relative to our variable rate monies borrowed. Any ineffectiveness in the hedging relationship is recognized immediately into earnings.

Our derivatives at July 31, 2019 consist of interest rate swap contracts, all of which are over-the-counter and not traded through an exchange. The Company uses widely accepted valuation tools to determine fair value, such as discounting cash flows to calculate a present value for the derivatives. The models use Level 2 inputs, such as forward curves and other commonly quoted observable transactions and prices. The fair value of our derivatives and hedging instruments are all classified as Level 2 investments within the three-tier hierarchy.

The following table discloses the fair value and balance sheet location of our derivative instruments:



		Asset (Liability) Derivatives
		Balance Sheet Location	July 31, 2019			October 31, 2018
Net Investment Hedging Instruments:
	Cross-currency interest rate swap contract	Other assets	$	—		$	4,432
Cash Flow Hedging Instruments:
	Interest rate swap contracts	(Other liabilities) Other assets	$	(715	)	$	135

As a result of the hedging relationships being highly effective, the net interest payments accrued each period are reflected in net income (loss) as adjustments of interest expense, and the remaining change in the fair value of the derivatives is recognized in accumulated other comprehensive loss ("AOCI").

Derivative activity is included in interest expense and cash paid for interest. The following table presents the effect of our derivative instruments on the condensed consolidated statements of operations and the effects of hedging on those line items:



Location	Three Months Ended July 31, 2019		Three Months Ended July 31, 2018
Interest expense	$	4,633	$	3,209
Effect of hedging on interest expense	$	51	$	(274	)



Location	Nine Months Ended July 31, 2019			Nine Months Ended July 31, 2018
Interest expense	$	11,836		$	8,194
Effect of hedging on interest expense	$	(564	)	$	27

Note 13—Stock Incentive Compensation

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Stock Incentive Compensation requires us to expense share-based payment awards granted. Compensation cost for share-based payments transactions are measured at fair value. For stock options, we use the simplified method of calculating the expected term and historical volatility to compute fair value under the Black-Scholes option-pricing model. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. New restricted stock and restricted stock unit grants are valued at the closing market price of our common stock on the date of grant. We do not estimate a forfeiture rate at the time of grant. Instead, we recognize share-based compensation expense when actual forfeitures occur.

2019 Equity and Incentive Compensation Plan

Long-Term / Annual Incentives

On February 26, 2019, stockholders approved and adopted the 2019 Equity and Incentive Compensation Plan ("2019 Plan" or "Incentive Plan") which replaced the 2016 Equity and Incentive Compensation Plan. The 2019 Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to officers and other key employees, including directors, of the Company and our subsidiaries (i) stock options, (ii) appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) cash incentive awards, performance shares and performance units and (vi) other awards. An aggregate of 1,500,000 shares of Common Stock, subject to adjustment upon occurrence of certain events to prevent dilution or expansion of the rights of participants that might otherwise result from the occurrence of such events, was reserved for issuance pursuant to the Incentive Plan. An individual’s award of options and / or appreciation rights is limited to 500,000 shares during any calendar year. Also, an individual's award of restricted shares, restricted share units and performance based awards is limited to 350,000 shares during any calendar year.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table summarizes the Company’s Incentive Plan activity for the nine months ended July 31, 2019 and 2018:



	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, 2017	58		$8.16	2.53	441		$7.07	1.60	36		$7.69	1.82
Granted	—		—		296		8.12		18		7.90
Options exercised or restricted stock vested	(12	)	3.26		(200	)	7.51		(15	)	8.30
Forfeited or expired	(3	)	12.04		(41	)	7.08		(12	)	6.18
July 31, 2018	43		$9.33	1.83	496		$7.52	1.95	26		$8.17	1.72

November 1, 2018	33		$9.42	1.84	478		$7.45	1.87	27		$8.17	1.37
Granted	—		—		418		6.73		42		6.47
Options exercised or restricted stock vested	—		—		(230	)	6.84		(14	)	7.98
Forfeited or expired	—		—		(54	)	7.39		(4	)	7.35
July 31, 2019	33		$9.42	1.09	612		$7.20	1.97	51		$6.84	2.00

We recorded stock compensation expense related to stock options, restricted stock and restricted stock units during the three and nine months ended July 31, 2019 and 2018 as follows:



	Three Months Ended July 31,				Nine Months Ended July 31,
	2019		2018		2019		2018
Restricted stock	$	544	$	488	$	1,461	$	1,465
Restricted stock units	42		27		115		92
Total	$	586	$	515	$	1,576	$	1,557

Stock Options - The exercise price of each stock option equals the market price of our common stock on the grant date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. Our stock options generally vest over three years, with a maximum term of ten years. Incentive stock options were not granted during the nine months ended July 31, 2019 and 2018.

Cash received from the exercise of options for the nine months ended July 31, 2019 and July 31, 2018 was $0 and $41, respectively. Options that have an exercise price greater than the market price are excluded from the intrinsic value computation. At July 31, 2019 and October 31, 2018, the options outstanding and exercisable had an intrinsic value of $0 and $42, respectively.

Restricted Stock Awards - New restricted stock grants are valued at the closing market price of our common stock on the grant date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur and is recognized over the applicable vesting periods. The vesting periods range between one to three years. As of July 31, 2019, there was $3,280 of unrecognized compensation expense related to non-vested restricted stock that is expected to be recognized over the next three fiscal years.

Restricted Stock Units - New restricted stock unit grants are valued at the closing market price of our common stock on the grant date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur and is recognized over the applicable vesting periods. The vesting periods range between one to three years. As of July 31, 2019, there was $258 of unrecognized compensation expense related to these restricted stock units that is expected to be recognized over the applicable vesting periods.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 14—Fair Value of Financial Instruments

The methods that we use may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Assets and liabilities remeasured and disclosed at fair value on a recurring basis at July 31, 2019 and October 31, 2018 are set forth in the table below:



	Asset (Liability)			Level 1	Level 2			Valuation Technique
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

July 31, 2019
Interest Rate Swap Contracts	$	(715	)	—	$	(715	)	Income Approach

We calculate the fair value of our cross-currency and interest rate swap contracts using quoted interest rate curves to calculate forward values and then discount the forward values.

The discount rates for all derivative contracts are based on quoted swap interest rates or bank deposit rates. For contracts which, when aggregated by counterparty, are in a liability position, the rates are adjusted by the credit spread that market participants would apply if buying these contracts from our counterparties.

We calculate the fair value of our marketable securities by using the closing stock price on the last business day of the quarter.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 15—Restructuring Charges

During the fourth quarter of fiscal 2017, management initiated restructuring activities to reshape Shiloh's global footprint to be flexible to market conditions. Activities included actions such as consolidating manufacturing facilities, making geographical shifts to place production closer to customer facilities, centralizing departments, optimizing our product portfolio and capturing synergies. Management believes these strategic moves will result in a stronger and more agile organization.

During the three and nine months ended July 31, 2019, respectively, we incurred $3,905 and $11,371 related to employee, professional, legal and other restructuring related costs. We have incurred restructuring expenses of $22,761 since initiating the restructuring activities.

Global restructuring initiatives have continued to evolve and expand across the organization. We expect to incur additional restructuring costs over and beyond the next twelve months to execute planned restructuring initiatives. Costs of planned restructuring actions will primarily include employee costs and professional fees to execute initiatives. Future restructuring actions will depend upon market conditions, customer actions and other factors.

The following table presents information about restructuring costs recorded for the three and nine months ended July 31, 2019:



	Three Months Ended July 31,				Nine Months Ended July 31,
	2019		2018		2019		2018
Employee costs	$	947	$	1,352	$	2,377	$	2,931
Professional and legal costs	2,608		58		6,769		1,170
Other	350		555		2,225		861
	$	3,905	$	1,965	$	11,371	$	4,962

The following table presents a rollforward of the beginning and ending liability balances related to the restructuring costs which are included in the condensed consolidated balance sheets in other accrued expenses for the above-mentioned actions through July 31, 2019:



	Balance as of October 31, 2018		Restructuring Expense		Payments		Balance as of July 31, 2019
Employee costs	$	367	2,377		2,744		$	—
Professional and legal costs	248		6,769		$	4,792	2,225
Other	—		2,225		$	2,225	—
	$	615	$	11,371	$	9,761	$	2,225

Note 16—Income Taxes

The provision for income taxes for the three months ended July 31, 2019 was a benefit of $973 on loss before income taxes of $3,682 for a consolidated effective tax rate of 26.4%. The provision for income taxes for the nine months ended July 31, 2019 was a benefit of $2,612 on loss before income taxes of $8,907 for a consolidated effective tax rate of 29.3%. The year-to-date benefit was calculated using the year-to-date loss, considering non-taxable and non-deductible items expected to be incurred for the full year multiplied by the statutory rate. This methodology is required by ASC 740, Income Taxes, as the use of an estimated annual effective rate would not be reliable.

The provision for income taxes for the three months ended July 31, 2018 was a benefit of $7,014 on income before income taxes of $4,038 for a consolidated effective tax rate of (173.7)%. Income taxes included a $2,300 net benefit related to a return to provision due to a change in estimate and a $5,500 benefit based on adjusting the estimated annual tax rate used to calculate the quarterly provision related to 2018. The provision for income taxes for the nine months ended July 31, 2018 was a benefit of $9,854 on income before taxes of $10,081 for a consolidated effective tax rate of (97.7)%. The consolidated effective tax rate for

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

the year decreased primarily due to a $2,300 net tax benefit related to a return to provision due to a change in estimate, a $5,500 tax benefit based on adjusting estimated annual tax rate and tax benefit of $3,966 due to the enactment of the TCJA.

The U.S. Internal Revenue Service has proposed disallowances of the majority of fiscal year 2012 and fiscal year 2013 U.S. R&D credits claimed. We are disputing this tax credit matter and intend to vigorously defend our position. We believe the ultimate resolution of the matters will not materially impact our results of operations, financial position or cash flows. With any tax controversy and litigation, there is, however, a chance of unforeseen loss which due to the number of years involved could materially impact our results, financial position and cash flows. For open tax years through fiscal year 2019, the total amounts related to the unreserved portion of the tax contingency, inclusive of any related interest, amounts to approximately $8,000, of which the majority has been assessed by management as being remote as to the likelihood of ultimately resulting in a loss to the Company. We routinely assess tax matters as to the probability of incurring a loss and record our best estimate of the ultimate loss in situations where we assess the likelihood of an ultimate loss as probable.

Note 17—Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. In addition, the shares of Common Stock issuable pursuant to restricted stock awards, restricted stock units and stock options outstanding under the 2019 Plan are included in the diluted earnings per share calculation to the extent they are dilutive. For the nine months ended July 31, 2019 and 2018, 141 and 316 stock awards, respectively, were excluded from the computation of diluted earnings per share because their inclusion would be anti-dilutive. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for net income (loss) per share:



	Three Months Ended July 31,					Nine Months Ended July 31,
	2019			2018		2019			2018
Net income (loss) available to common stockholders	$	(2,709	)	$	11,052	$	(6,295	)	$	19,935
Basic weighted average shares	23,557			23,278		23,486			23,202
Effect of dilutive securities:
Restricted stock, units and stock options (1)	—			175		—			139
Diluted weighted average shares	23,557			23,453		23,486			23,341
Basic income (loss) per share	$	(0.11	)	$	0.47	$	(0.27	)	$	0.86
Diluted income (loss) per share	$	(0.11	)	$	0.47	$	(0.27	)	$	0.85

(1) Due to a loss for the three and nine months ended July 31, 2019, no restricted stock, restricted stock units or stock options are included because the effect would be anti-dilutive.

Note 18—Business Segment Information

We conduct our business and report our information as one operating segment and, therefore, disclose one reportable segment - Automotive and Commercial Vehicles. Our chief operating decision maker is the executive leadership team, which includes certain Vice Presidents, all Senior Vice Presidents and the Chief Executive Officer. This team has the final authority over performance assessment and resource allocation decisions. In determining that one operating segment is appropriate, we considered the nature of the business activities and the existence of managers responsible for the operating activities. Customers and suppliers are substantially the same in the automotive and commercial vehicle industry.

Foreign net revenues (those outside the United States before eliminations) were $82,621 or 31.4% and $245,376 or 30.8% of net revenues for the three and nine months ended July 31, 2019, respectively, and $87,393 or 29.6% and $235,037 or 28.0% for the three and nine months ended July 31, 2018, respectively. Foreign net revenues, and geographic regions quantified in the table below, are based upon the location of the entity recording the sale.

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



	Net Revenues						Net Revenues
	Three Months Ended July 31,						Nine Months Ended July 31,
Geographic Region:	2019			2018			2019			2018
North America	$	203,920		$	223,074		$	606,872		$	648,705
Europe & Asia	65,214			77,438			205,760			206,108
Eliminations	(5,689		)	(5,629		)	(16,884		)	(14,924		)
Total Company	$	263,445		$	294,883		795,748			$	839,889

The foreign currency gain (loss) is included as a component of other expense, net in the condensed consolidated statements of operations.



	Foreign Currency Gain (Loss)					Foreign Currency Gain (Loss)
	Three Months Ended July 31,					Nine Months Ended July 31,
Geographic Region:	2019			2018		2019			2018
North America	$	(221	)	$	259	$	(10	)	$	228
Europe & Asia	$	484		$	21	$	478		$	(222	)

Long-lived assets consist primarily of net property, plant and equipment, goodwill and intangibles.



	Long-Lived Assets
Geographic Region:	July 31, 2019		October 31, 2018
North America	$	272,595	$	253,711
Europe & Asia	102,118		104,780
Total Company	$	374,713	$	358,491

Note 19—Commitments and Contingencies

From time to time, we are involved in legal proceedings, claims or investigations that are incidental to the conduct of our business. We vigorously defend ourselves against such claims. In future periods, we could be subject to cash costs or non-cash charges to earnings if a matter is resolved on unfavorable terms. However, although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including assessment of the merits of the particular claims, we do not expect that our legal proceedings or claims will have a material impact on our future consolidated financial position, results of operations or cash flows.

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FORWARD-LOOKING STATEMENTS

Certain statements made by Shiloh Industries set forth in this Quarterly Report on Form 10-Q regarding our operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales, earnings expectations, cost savings, awarded sales, volume growth, earnings or general belief in our expectations of future operating results are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995.

The forward-looking statements are made on the basis of management's assumptions and expectations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements.

Listed below are some of the factors that could potentially cause actual results to differ materially from expected future results.


•	our ability to accomplish our strategic objectives;


•	our ability to derive a substantial portion of our sales from large customers;


•	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;


•	pension plan funding requirements; and


•	other factors besides those listed here could also materially affect our business.

See "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018 and "Part II, Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q for a more complete discussion of these risks and uncertainties. Any or all of these risks and uncertainties could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements reflect management's analysis only as of the date of this Quarterly Report on Form 10-Q.

We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of filing this Quarterly Report on Form 10-Q. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents we file from time to time with the SEC.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands, except per share data)

General

Shiloh Industries is a global innovative solutions provider to the automotive and commercial vehicle market with a strategic focus on designing, engineering and manufacturing lightweight technologies that improve performance and benefit the environment. We offer a broad portfolio of lightweighting solutions in the industry through our BlankLight®, CastLight® and StampLight® brands and are uniquely qualified to supply product solutions utilizing multiple lightweighting solutions. This includes combining castings and stampings or innovative, multi-material products in aluminum, magnesium, steel and steel alloys. We design and manufacture components in body, chassis, interior structures and powertrain systems with expertise in precision blanks, ShilohCore® acoustic laminates, aluminum and steel laser welded blanks, complex stampings, modular assemblies, aluminum and magnesium die casting, as well as precision machined components. We have approximately 4,000 dedicated employees with operations, sales and technical centers throughout Asia, Europe and North America.

Recent Trends and General Economic Conditions Affecting the Automotive Industry

Our business and operating results are directly affected by the relative strength of the Asian, European and North American automotive industries, which are driven by factors that continue to be critical to our success including winning new business awards, managing our overall global manufacturing footprint to ensure proper placement and workforce levels in line with business needs, maintaining competitive wages and benefits, maximizing efficiencies in manufacturing processes and reducing overall costs. In addition, our ability to adapt to key industry trends, such as shifts in consumer preferences to other vehicles in response to higher fuel costs and other economic and social factors, increasing technologically sophisticated content, increasing environmental standards and extended product life of automotive parts, also play a critical role in our success. Other factors that are critical to our success include changes in raw material costs, negotiation of price increases and cost reduction initiatives. In addition, recent trade actions initiated by the U.S. imposing tariffs on imports have been met with retaliatory tariffs by other countries, adding a level of tension and uncertainty to the global economic environment. These and other actions are likely to impact trade policies with other countries and the overall global economy. We are carefully monitoring capacity and availability of the alloys utilized in our production process. The automotive industry remains susceptible to these factors that impact consumer spending habits and could adversely impact consumer demand for vehicles.

We operate in an extremely competitive industry, driven by global vehicle production volumes. Business is typically awarded to the supplier offering the most favorable combination of cost, quality, technology and service. Customers continue to demand periodic cost reductions that require us to assess, redefine and improve operations, products, and manufacturing capabilities to maintain and improve profitability. Our management continues to develop and execute initiatives designed to meet challenges of the industry and to achieve our strategy for sustainable global profitable growth.

We continue to adapt our capacity to meet customer demand, both expanding capabilities in growth areas as well as reallocating capacity between manufacturing facilities as needs arise. We employ new technologies to differentiate our products from our competitors and to achieve higher quality and productivity. We believe that we have sufficient capacity to meet current and expected manufacturing needs.

Our products are included in many models of vehicles manufactured by nearly all OEMs that produce vehicles in Asia, Europe and North America. Our revenues are dependent upon the production of automobiles and light trucks in these markets. According to industry statistics, Asia, Europe and North America production volumes for the three months and nine months ended July 31, 2019 and 2018 were as follows:

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Production Volumes	Three Months Ended July 31,			Nine Months Ended July 31,
	2019		2018	2019		2018
	(Number of Vehicles in Thousands)			(Number of Vehicles in Thousands)
Asia	5,442		6,435	18,273		21,404
Europe	5,587		5,744	16,452		17,361
North America	4,132		4,018	12,313		12,429
Total	15,161		16,197	47,038		51,194

Asia
Decrease from prior year	(993	)		(3,131	)
% Decrease from prior year	(15.4	)%		(14.6	)%
Europe
Decrease from prior year	(157	)		(909	)
% Decrease from prior year	(2.7	)%		(5.2	)%
North America
Increase (decrease) from prior year	114			(116	)
% Increase (decrease) from prior year	2.8	%		(0.9	)%
Total
Decrease from prior year	(1,036	)		(4,156	)
% Decrease from prior year	(6.4	)%		(8.1	)%

Asia:

Asia Pacific automotive production volumes declined during 2019. The decline in production volumes was due to uncertainty related to the trade dispute between China and the U.S., increasing emission standards and tightened credit for prospective buyers. The ongoing trade dispute between China and the U.S. has negatively impacted consumer confidence. New emission standards recently became effective, which require all new vehicles sold in China meet higher standards. Consumers pulled forward purchases to buy cars under the old emission standards. In June the Chinese government announced measures to stimulate sales. Industry analysts anticipate a stabilization of production volumes through the remainder of 2019. In 2020, we expect that China may show signs of modest recovery as the impact of the new emissions standards subside and the market returns to a more normalized basis supported by government stimulus measures and the potential resolution of the China and the U.S. trade dispute.

Europe:

Uncertainty remains in the economic environment in Europe due to a number of factors, resulting in a decrease in year over year vehicle production. Implementation of fuel consumption and emissions standards such as the Worldwide Harmonized Light Vehicle Test Procedure ("WLTP") have caused disruption in the European automotive market requiring manufacturers to shift production to comply. The United Kingdom's pending withdrawal from the European Union has also had an effect on the economy of the remaining European Union countries, as no trade deal has been signed. The European economy is showing signs of a slowdown with manufacturing slumping, especially with the end of Quantitative Easing by the European Central Bank. The end of the program, which was used to stimulate the economy and increase liquidity, will primarily affect Southern Europe. The European automotive market outlook has declined with this uncertainty.

North America:

North America volumes have been trending downward in the first nine months of the fiscal year. The third quarter volumes did recover slightly but we expect the current North American economic climate to continue to decline for the remainder of the year and into 2020, albeit there is some uncertainty surrounding the potential effects of trade policies and restrictions and practices being implemented or considered by the United States government. High levels of consumer debt and declining used car prices are also developments that could constrict future demand for new vehicles.

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Critical Accounting Estimates

Preparation of our financial statements are in conformity with accounting principles generally accepted in the United States and requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the accompanying notes. We believe our estimates and assumptions are reasonable; however, actual results and the timing of the recognition of such amounts could differ from those estimates. We have identified the following items as critical accounting policies and estimates utilized by management in the preparation of the Company’s accompanying financial statements. These estimates were selected because of inherent imprecision that may result from applying judgment to the estimation process. The expenses and accrued liabilities or allowances related to these policies are initially based on our best estimates at the time they are recorded. Adjustments are charged or credited to income and the related balance sheet account when actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual experience and expected experience in order to mitigate the likelihood that material adjustments will be required.

Income Taxes. The Company accounts for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against the Company’s net deferred tax assets. In determining the need for a valuation allowance, the historical and projected financial performance of the operation recording the net deferred tax asset is considered along with any other pertinent information. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowance may be necessary.

The Company is subject to income taxes in the U.S. at the federal and state level and numerous non-U.S. jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is less than certain. Accruals for income tax contingencies are provided for in accordance with the requirements of ASC Topic 740. The Company’s U.S. federal and certain state income tax returns and certain non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities. Although the outcome of ongoing tax audits is always uncertain, management believes that it has appropriate support for the positions taken on its tax returns. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained by the tax authorities based on the technical merits of the position. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

Refer to Note 16, "Income Taxes," to the Condensed Financial Statements in Item 1 of this report for more information regarding income taxes.

Intangible Assets. Intangible assets with finite lives are amortized over their estimated useful lives. We amortize our acquired intangible assets with finite lives on a straight-line basis over periods ranging from three months to 15 years. See Note 8 to the consolidated financial statements for a description of the current intangible assets and their estimated amortization expense.

Finite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate their related carrying value may not be fully recordable.

Goodwill. Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill relates to and is assigned directly to specific reporting units. Goodwill is not amortized but is subject to impairment assessment. In accordance with ASC 350, "Intangibles-Goodwill and Other," we assess goodwill for impairment on an annual basis, or more frequently, if an event occurs or circumstances change that would more likely than not reduce the fair value below the carrying amount. Our annual impairment assessment is performed as of September 30. Such assessment can be done on a qualitative or quantitative basis. When conducting a qualitative assessment, we consider relevant events and circumstances that affect the fair value or carrying amount of the reporting unit. A quantitative test is required only if we conclude that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or we elect not to perform a qualitative assessment of a reporting unit. We consider the extent to which each of the events and circumstances identified affect the comparison of the reporting unit's fair value or the carrying amount. Such events and circumstances could include macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, product brand level specific events and cost factors. We place more weight on the events and circumstances that may affect our determination of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

We perform a quantitative goodwill impairment assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount exceeds the fair value, we recognize an impairment charge for the amount which the carrying amount exceeds the fair value, not to exceed the total amount of goodwill in that reporting unit.

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Share-based Payments. We record compensation expense for the fair value of nonvested stock option awards and restricted stock awards over the remaining vesting period. We use the simplified method to calculate the expected term of the stock options outstanding at five to six years and have utilized historical weighted average volatility. We determine the volatility and risk-free rate assumptions used in computing the fair value using the Black-Scholes option-pricing model. The expected term for the restricted stock award is between three months and four years. In addition, we do not estimate a forfeiture rate at the time of grant, instead, we elected to recognize share-based compensation expense when actual forfeitures occur.

The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions used are management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, the recorded stock-based compensation expense could have been materially different from that depicted in the financial statements.

New restricted stock and restricted stock units grants are valued at the closing market price on the date of grant.

U.S. Pension and Other Post-Retirement Costs and Liabilities. We have recorded pension and other post-retirement benefit liabilities that are developed from actuarial valuations for our U.S. operations. The pension plans were frozen in November of 2006 and therefore contributions by participants are not allowed. The determination of our pension liabilities requires key assumptions regarding discount rates used to determine the present value of future benefit payments and the expected return on plan assets. The discount rate is also significant to the development of other post-retirement liabilities. We determine these assumptions in consultation with, and after input from our actuaries.

The discount rate reflects the estimated rate at which the pension and other post-retirement liabilities could be settled at the end of the year. For our U.S. operations, we use the Principal Pension Discount Yield Curve ("Principal Curve") as the basis for determining the discount rate for reporting pension and retiree medical liabilities. At October 31, 2018, the resulting discount rate from the use of the Principal Curve was 4.35%, an increase of 0.70% that contributed to a decrease of the benefit obligation of $5,627. A change of 25 basis points in the discount rate at October 31, 2018 would increase expense on an annual basis by $6 or decrease expense on an annual basis by $9.

The assumed long-term rate of return on pension assets is applied to the market value of plan assets to derive a reduction to pension expense that approximates the expected average rate of asset investment return over ten or more years. A decrease in the expected long-term rate of return will increase pension expense whereas an increase in the expected long-term rate will reduce pension expense. Decreases in the level of plan assets will serve to increase the amount of pension expense whereas increases in the level of actual plan assets will serve to decrease the amount of pension expense. Any shortfall in the actual return on plan assets from the expected return will increase pension expense in future years due to the amortization of the shortfall, whereas any excess in the actual return on plan assets from the expected return will reduce pension expense in future periods due to the amortization of the excess. A change of 25 basis points in the assumed rate of return on pension assets would increase or decrease expense by $159.

Our investment policy for assets of the plans is to maintain an allocation generally of 30% to 70% in equity securities, 30% to 70% in debt securities and 0% to 10% in real estate. Equity security investments are structured to achieve an equal balance between growth and value stocks. We determine the annual rate of return on pension assets by first analyzing the composition of its asset portfolio. Historical rates of return are applied to the portfolio. Our investment advisors and actuaries review this computed rate of return. Industry comparables and other outside guidance are also considered in the annual selection of the expected rates of return on pension assets.

For the year ended October 31, 2018, the actual return on pension plans’ assets for all of our plans was 0.70%, which is lower than the expected rate of return on plan assets of 6.50% used to derive pension expense. The long-term expected rate of return takes into account years with exceptional gains and years with exceptional losses.

Actual results that differ from these estimates may result in more or less future Company funding into the pension plans than is planned by management.

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Results of Operations

Three Months Ended July 31, 2019 Compared to Three Months Ended July 31, 2018

REVENUES. Revenues for the third quarter of fiscal 2019 were $263,445 compared to revenues of $294,883 in the third quarter of fiscal 2018, a decrease of $31,438, or 10.7%. The decrease was attributable to negative currency effects of approximately $3.5 million, lower volume of $9.9 million, prior year non-repeating emergency orders of $12.4 million and the impact related to the exit of certain unprofitable products in the prior year of $5.6 million.

GROSS PROFIT. Gross profit for the third quarter of fiscal 2019 was $23,588 compared to gross profit of $32,880 in the third quarter of fiscal 2018, a decrease of $9,292, or 28.3%. Gross profit as a percentage of sales was 9.0% for the third quarter of 2019 and 11.2% for the third quarter of 2018. The decline in gross profit as a percentage of sales was primarily due to program launch costs in the third quarter of fiscal 2019 and approximately $8 million due to one-time emergency orders in the third quarter of fiscal 2018.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses support the growth in sales opportunities, new technologies and new product launches. Expenses were $18,105 and $22,773 in the third quarter of fiscal 2019 and 2018, respectively. As a percentage of sales, these expenses were 6.9% of sales for the third quarter of fiscal 2019 and 7.7% of sales for the first quarter of fiscal 2018. The decrease is related to the strategic cost saving initiatives taken to better optimize employee and administrative resources.

AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets expense was $518 for the third quarter of fiscal of 2019 and $607 for the first fiscal quarter of 2018.

RESTRUCTURING. Restructuring charges of $3,905 were recorded in the third quarter of fiscal 2019 compared to the $1,965 in the third quarter of fiscal 2018. Our restructuring charges relate to our global strategic plan to become a more efficient and focused footprint allowing us to operate with lower fixed costs. These costs primarily included employee, professional, legal and other costs.

INTEREST EXPENSE. Interest expense for the third quarter of fiscal 2019 was $4,633, compared to interest expense of $3,209 in the third quarter of fiscal 2018. The increase in interest expense was the result of higher average borrowed funds along with a higher effective interest rate on our borrowing. Borrowed funds averaged $297,650 during the third quarter of fiscal 2019 and the effective interest rate was 6.23%. In the third quarter of fiscal 2018, borrowed funds averaged $271,681 and the effective interest rate of debt was 4.72%.

OTHER (INCOME) EXPENSE, NET. Other (income) expense, net was $113 and $289 for the third quarter of fiscal 2019 and 2018, respectively.

BENEFIT FOR INCOME TAXES. The benefit for income taxes in the third quarter of fiscal 2019 was $973 on income before taxes of $3,682 for an effective tax rate of 26.4%. The benefit for income taxes in the third quarter of fiscal 2018 was $7,014 on income before taxes of $4,038 for an effective tax rate of (173.7)%. The effective tax rate for the three months ended July 31, 2019 and 2018 varied from the statutory rate primarily due to the effect of foreign currency losses without tax benefit in 2019 and 2018 as well as the Tax Reform Act for 2018.

NET INCOME (LOSS). Net income (loss) for the third quarter of fiscal 2019 was $(2,709), or $(0.11) per share, diluted compared to net income for the third quarter of fiscal 2018 of $11,052, or $0.47 per share, diluted for the reasons discussed above.

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Results of Operations

Nine Months Ended July 31, 2019 Compared to Nine Months Ended July 31, 2018

REVENUES. Revenues for the first nine months of fiscal 2019 were $795,748 compared to first nine months of fiscal 2018 revenues of $839,889, a decrease of $44,141. The decrease was attributable to negative currency effects of approximately $16.3 million, higher volume of $8.1 million, prior year non-repeating emergency orders of $12.4 million and the impact related to the exit of certain unprofitable products in prior year of $23.5 million.

GROSS PROFIT. Gross profit for the first nine months of fiscal 2019 was $65,958 compared to gross profit of $92,273 in the first nine months of fiscal 2018, a decrease of $26,315. Gross profit as a percentage of sales was 8.3% in the first nine months of fiscal 2019 and 11.0% in the first nine months of fiscal 2018. The decline in gross profit as a percentage of sales was primarily due to program launch costs in fiscal 2019 and approximately $8 million due to one-time emergency orders in fiscal 2018.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Expenses were $51,069 and $66,159 in the first nine months of fiscal 2019 and 2018, respectively, a decrease of $15,090. As a percentage of sales, these expenses were 6.4% of sales in the first nine months of fiscal 2019 and 7.9% of sales in the first nine months of fiscal 2018. The decrease is related to strategic cost saving initiatives taken to better optimize employee and administrative resources.

AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets expense of $1,558 for the first nine months of 2019 compared to $1,767 for the first nine months of 2018.

RESTRUCTURING. Restructuring charges of $11,371 were recorded in the first nine months of fiscal 2019 compared to the $4,962 in the first nine months of fiscal 2018. Our restructuring activities relate to our global strategic plan to become a more efficient and focused footprint allowing us to operate with lower fixed costs. These costs primarily included employee, professional, legal and other costs.

INTEREST EXPENSE. Interest expense for the first nine months of fiscal 2019 was $11,836, compared to interest expense of $8,194 during the first nine months of fiscal 2018. The increase in interest expense was the result of higher average borrowed funds along with a higher effective interest rate on our borrowing. Borrowed funds averaged $290,484 during the first nine months of fiscal 2019 and the effective interest rate was 5.43%. In the first nine months of fiscal 2018, borrowed funds averaged $258,016 and the effective interest rate was 4.23%.

OTHER (INCOME) EXPENSE, NET. Other (income) expense, net was $(959) and $1,119 for the first nine months of fiscal 2019 and 2018, respectively. Other (income) expense, net reflects the gain on the sale of a building for the first nine months of fiscal 2019.

BENEFIT FOR INCOME TAXES. The benefit for income taxes for the first nine months of fiscal 2019 was benefit of $2,612 on loss before taxes of $8,907 for an effective tax rate of 29.3%. The benefit for income taxes for the first nine months of fiscal 2018 was a benefit of $9,854 on income before income taxes of $10,081 for an effective tax rate of (97.7)%. The effective tax rate for the nine months ended July 31, 2019 and 2018 varies from the statutory rate due to income taxes on foreign earnings which are taxed at rates different from the U.S. statutory rate, certain foreign losses without tax benefits, change to valuation allowance against certain foreign deferred tax assets, and tax return to provision adjustments. The first nine months of fiscal 2018 benefited from TCJA.

NET INCOME (LOSS). Net (loss) for the first nine months of fiscal 2019 was $(6,295), or $(0.27) per share, diluted. Net income for the first nine months of fiscal 2018 was $19,935 or $0.85 per share, diluted for the reasons discussed above.

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Liquidity and Capital Resources

General:

Our ability to obtain adequate cash to fund our needs depends on our results of operations and the availability of financing. We believe that cash on hand, cash flow from operations and available borrowings under our Credit Agreement will be sufficient to fund capital expenditures and meet our operating obligations for the next twelve months. However, there can be no assurance that we will meet these expectations. For additional information, refer to Risk Factors included in Part 1, Item 1A of Shiloh's Annual Report on Form 10-K for the fiscal year ended October 31, 2018.

Cash Flows and Working Capital:

At July 31, 2019, total debt was $248,743 and total equity was $191,121, resulting in a capitalization rate of 56.5% debt, 43.5% equity. Current assets were $289,032 and current liabilities were $215,963, resulting in positive working capital of $73,069.

The following table summarizes the Company's cash flows from operating, investing and financing activities:



	Nine Months Ended July 31,						2019 vs. 2018
	2019			2018			change
Net cash provided by operating activities	$	24,354		$	50,881		$	(26,527	)
Net cash used in investing activities	$	(30,435	)	$	(98,453	)	$	68,018
Net cash provided by financing activities	$	957		$	55,776		$	(54,819	)

Net Cash Provided By Operating Activities:



	Nine Months Ended July 31,
	2019			2018
Operational cash flow before changes in operating assets and liabilities	$	29,633		$	57,077

Changes in operating assets and liabilities:
Accounts receivable, net	30,213			18,599
Inventories, net	3,900			(2,656		)
Prepaids and other assets	(1,564		)	(4,884		)
Payables and other liabilities	(30,965		)	(6,989		)
Accrued income taxes	(6,863		)	(10,266		)
Total change in operating assets and liabilities	$	(5,279	)	$	(6,196	)

Net cash provided by operating activities	$	24,354		$	50,881

Cash inflows and outflows from changes in operating assets and liabilities:


•	Cash outflows from changes in operating assets and liabilities was $5,279 for the nine months ended July 31, 2019 and $6,196 for the nine months ended July 31, 2018 which was negatively impacted by product launches with increased costs until production stabilizes.


•	Cash inflows from changes in accounts receivable for the nine months ended July 31, 2019 and 2018, were $30,213 and $18,599, respectively. The cash inflows increased due to continuing efforts to collect receivables and sales volume changes.


•	Cash inflows from changes in inventory for the nine months ended July 31, 2019 were $3,900 and cash outflows from changes in inventory were $2,656 for the nine months ended July 31, 2018. The difference was primarily driven by operational performance, as well as, a change in customer mix and delivery.


•	Cash outflows from changes in prepaids and other assets for the nine months ended July 31, 2019 were $1,564 and cash outflows from changes in prepaids and other assets for the nine months ended July 31, 2018 were $4,884. The difference was primarily driven by the timing of invoicing customer-funded tooling.

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•

Cash outflows from changes in payables and other liabilities for the nine months ended July 31, 2019 were $30,965 and cash outflows from changes in payables and other liabilities for the nine months ended July 31, 2018 were $6,989. The difference was primarily driven by payment terms with our customers and vendors, offset partially by the timing of payments related to capital expenditures and customer-funded tooling.


•	Cash outflows from changes in accrued income taxes for the nine months ended July 31, 2019 and 2018 were $6,863 and $10,266, respectively. The changes were primarily driven by payment of income taxes in foreign jurisdictions.

Net Cash Used In Investing Activities:

Net cash used in investing activities for the nine months ended July 31, 2019 and 2018 were $30,435 and $98,453, respectively. Capital expenditures were $48,643 and $38,668 for the nine months ended July 31, 2019 and 2018, respectively. The expenditures are attributed to projects for new awards and product launches. Additionally, for the nine months ended July 31, 2019, proceeds from the sale of assets generated $12,339, primarily from the sale of the Pendergrass building and other equipment, as well as, cash inflows from derivative settlements of $5,855. The nine months ended July 31, 2018 includes $62,481 net cash paid related to the acquisition of Brabant.

Net Cash Provided By Financing Activities:

Net cash provided by financing activities for the nine months ended July 31, 2019 was $957 and net cash provided by financing activities for the nine months ended July 31, 2018 was $55,776. Financing need is the result of changes in cash flows from operating activities and capital expenditures. For the nine months ended July 31, 2018 cash provided by financing activities was used to fund the acquisition of Brabant.

As of July 31, 2019, the Company's long-term indebtedness was $248,393. Refer to "Item 1. – Financial Statements – Notes to Consolidated Financial Statements – Note 9 – Financing Arrangements" of this Quarterly Report on Form 10-Q for more information.

Long-term debt and short-term borrowings:

As of July 31, 2019, we were in compliance with our long-term financial debt covenants. Refer to "Item 1. – Financial Statements – Notes to Consolidated Financial Statements – Note 9 – Financing Arrangements" of this Quarterly Report on Form 10-Q for more information.

We continue to closely monitor the business conditions affecting the automotive industry. In addition, we closely monitor our working capital and capital expenditure needs and believe that the combination of cash from operations, cash balances and available credit facilities will be sufficient to satisfy our cash needs for our current level of operations and our planned operations for the foreseeable future.

Contractual Obligations

Our contractual obligations have not changed materially from those disclosed in "Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations" of our 2018 Form 10-K.

Item 3. Qualitative and Quantitative Market Risk Discussion

Market risk is the potential loss arising from adverse changes in market rates and prices. We are exposed to market risk throughout the normal course of our business operations due to purchases of metals, sales of scrap steel, our ongoing investing and financing activities and exposure to foreign currency exchange rates. As such, we have established policies and procedures to govern our management of market risks. There have been no material changes to market risk exposures related to changes in commodity pricing, interest rates or currency exchange rates from those discussed in Item 7A of our 2018 Form 10-K.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time

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periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including the Principal Executive Officer ("PEO"), Principal Financial Officer ("PFO") and Principal Accounting Officer ("PAO"), as appropriate to allow for timely decisions regarding required disclosure. An evaluation was performed under the supervision and with the participation of our management, including the PEO, PFO and PAO, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(b) or 15d-15(b), as amended as of July 31, 2019. Based on their evaluation, our PEO, PFO and PAO have determined that our disclosure controls and procedures were effective as of July 31, 2019.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended July 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 19, Commitments and Contingencies, in Item I of this report which is incorporated by reference herein.

Item 1A. Risk Factors

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial position and operating results. There have been no other material changes to the Risk Factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2018.

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Item 6.	Exhibits



		Incorporated By Reference
Exhibit #	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith
3.1	Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated March 1, 2019.	10-Q	000-21964	March 12, 2019	3.1

3.2	Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated March 9, 2016 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 8, 2016).	10-Q	000-21964	June 8, 2016	3.1

3.3	Certificate of Designation, dated December 31, 2001 (incorporated herein by reference to Exhibit 3.1(ii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2001).	10-K	000-21964	February 13, 2002	3.1(ii)

3.4	Restated Certificate of Incorporation of the Registrant, dated June 23, 1993 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 8, 2016).	10-Q	000-21964	June 8, 2016	3.1

3.5	Amended and Restated By-Laws of the Registrant, as amended through December 18, 2018 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 21, 2018).	8-K	000-21964	December 21, 2018	3.1

10.1	Executive Nonqualified Excess Plan Document					X

31.1	Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X

31.2	Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

101.INS	XBRL Instance Document					X

101.SCH	XBRL Taxonomy Extension Schema Document					X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X

101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	SHILOH INDUSTRIES, INC.

	By:	/s/ Lillian Etzkorn
		Lillian Etzkorn
		Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Date: September 5, 2019


7.	"Company" means the company designated in the Adoption Agreement as such.


13.	"Effective Date" shall be the date designated in the Adoption Agreement.


5.	Meets such other requirements established by the Committee.


(i)	the specific reason or reasons for the adverse determination;


(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;


(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and


(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the


3.	The decision of the Committee shall be final and conclusive.


(ii)	references to the specific Plan provisions on which the benefit determination was based,


(iii)	a description of any additional material or information necessary to perfect a claim and an explanation of why such information is necessary,


(iv)	a description of the Committee’s appeals procedures and applicable time limits, including, to the extent applicable, a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,


(vi)	if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request,


(vii)	either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist, and


(viii)	a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his or her claim for benefits.


(iii)	a statement regarding the right to receive upon request and free of charge reasonable access to, and copies of, all records, documents and other information relevant to the benefit claim,


(iv)	a description of the first review appeals committee’s review procedures and applicable time limits, including a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,


1.	I have reviewed this quarterly report on Form 10-Q of Shiloh Industries, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.