8K - Press Release K FY 14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________________________________________________ 
FORM 8-K
______________________________________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): January 12, 2015

Shiloh Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
 
0-21964
 
51-0347683
 
 
 
 
 
 
 
 
 
 
(State of Other
 
(Commission File No.)
 
(I.R.S. Employer
Jurisdiction
 
 
 
Identification No.)
of Incorporation)
 
 
 
 
      
880 Steel Drive, Valley City, Ohio 44280
(Address of Principal Executive Offices) (Zip Code)
 
Registrant's telephone number, including area code:
(330) 558-2600
 
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))        
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))        







Item 2.02. Results of Operations and Financial Condition.

On January 12, 2015, Shiloh Industries, Inc. (the "Company") issued a press release announcing its operating results for the fiscal year ended October 31, 2014. A copy of the press release is attached as Exhibit 99.1 to this Report.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.


Item 9.01. Financial Statements and Exhibits.

 
SHILOH INDUSTRIES REPORTS FISCAL 2014 RESULTS

(a) Financial Statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1    Press Release of Shiloh Industries, Inc. dated January 12, 2015




















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 hereunto duly authorized.

 
 
SHILOH INDUSTRIES, INC.
Date:
January 12, 2015
By:
/s/ Thomas M. Dugan
Name: Thomas M. Dugan
Title: Vice President of Finance and Treasurer





































Exhibit Index



Exhibit No.                        Description

99.1            Press Release of Shiloh Industries, Inc. dated January 12, 2015





For Immediate Release                        CONTACT:
Thomas M. Dugan
Vice President of Finance and Treasurer
Shiloh Industries, Inc.
+1 (330) 558-2600

SHILOH INDUSTRIES REPORTS FISCAL 2014 RESULTS

VALLEY CITY, Ohio, January 12, 2015 -- Shiloh Industries, Inc. (NASDAQ: SHLO) today reported financial results for the fiscal year ended October 31, 2014.

Fiscal Year 2014 Highlights:

Sales revenue for the year was $878.7 million, an improvement of 25.5 percent.
Gross profit for the year improved by 18.5 percent and was $79.6 million.
Net income per share diluted improved 2.4 percent to $1.30 per share for the year.

Sales revenue for fiscal year 2014 improved $178.6 million to $878.7 million, a 25.5 percent improvement, as compared to fiscal 2013 of $700.2 million. Acquisition sales represent $122.0 million of the sales growth with organic sales increasing $56.5 million, or 8% compared to Europe and North American combined light vehicle production growth of 4.5%. Gross profit improved $12.4 million to $79.6 million, an 18.5 percent improvement as compared to fiscal 2013 of $67.2 million. Gross profit was driven by several new product launches, successful productivity initiatives and sales revenue through acquisition.
In the fourth quarter, the company announced several major growth initiatives in support of key customers: the opening of a die casting and machining facility in Clarksville, Tennessee, the acquisition of a stamping and assembly facility in Celaya, Mexico, and a new sales and technical center in Plymouth, Michigan.

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Selling, general and administrative costs were $50.2 million, or 5.7 percent of sales revenue compared to $31.2 million, or 4.5 percent of sales revenue last year. Acquisition costs and the recently added general administrative costs of the European and North American structures are reflected in these amounts. Integration plans are in place and will be executed enhancing long term value while adding significant capabilities to the business.
Net income for the year was $22.4 million, or $1.30 per share diluted, compared to $21.6 million, or $1.27 per share diluted last year. Net income was favorably impacted in 2014 from third quarter research and development tax credits and other adjustments. Net income was negatively impacted by the costs associated with the acquisitions and with facility openings in the fourth quarter.
“Over the last two years we have steadily delivered on our strategy of supporting our key customers globally by providing the industry with leading Lightweighting technologies," said Ramzi Hermiz, president and chief executive officer. “The acquisitions of Radar Industries and Finnveden Metal Structures in the second half of fiscal 2014 were essential elements to our growth and Lightweighting strategies, with the focus now on integration improvements and synergistic opportunities. In summary, over the course of the year, we strengthened our stamping expertise, launched several new products such as our highly formable aluminum laser welded blanks and added magnesium die casting capabilities, and expanded in Europe and Central Mexico as we remain focused on delivering technology and innovation to the industry."


For inquiries, please contact Thomas Dugan, Vice President of Finance and Treasurer at investor@shiloh.com




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About Shiloh Industries, Inc.    

Shiloh Industries Inc. (NASDAQ: SHLO), is a leading global supplier of lightweighting and NVH solutions to the automotive, commercial vehicle and industrial markets, capable of delivering solutions in aluminum, magnesium, steel and high-strength steel alloys for original equipment manufacturers and suppliers. The company offers the broadest portfolio of lightweighting solutions in the industry through the BlankLight™, CastLight™ and StampLight™ brands.  Shiloh designs and manufactures components in body, chassis 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. Shiloh has nearly 3,300 dedicated employees with operations, sales and technical centers throughout Asia, Europe and North America.




###    




Forward-Looking Statements
Certain statements made by Shiloh Industries, Inc. (the "Company") in this release and other periodic oral and written statements, including filings with the Securities and Exchange Commission, regarding the Company's operating performance, events or developments that the Company believes or expects 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 the Company's 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. Some, but not all, of the risks include the ability of the Company to accomplish its strategic objectives; the ability to obtain future sales; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities; costs related to legal and administrative matters; the Company's ability to realize cost savings expected to offset price concessions; the Company's ability to successfully integrate acquired businesses, including businesses located outside of the United States; risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the lack of acceptance of our products; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel and utility costs; work stoppages and strikes at the Company's facilities and that of the Company's customers or suppliers; the Company's dependence on the automotive and heavy truck industries, which are highly cyclical; the dependence of the automotive industry on consumer spending, which is subject to the impact of domestic and international economic conditions, including increased energy costs affecting car and light truck production, and regulations and policies regarding international trade; financial and business downturns of the Company's customers or vendors, including any production cutbacks or bankruptcies; increases in the price of, or limitations on the availability of, steel, aluminum or magnesium, the Company's primary raw materials, or decreases in the price of scrap steel; the successful launch and consumer acceptance of new vehicles for which the Company supplies parts; the occurrence of any event or condition that may be deemed a material adverse effect under the Company’s outstanding indebtedness or a decrease in customer demand which could cause a covenant default under the Company’s outstanding indebtedness; pension plan funding requirements; and other factors, uncertainties, challenges and risks detailed in the Company's other public filings with the Securities and Exchange Commission. 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 release.

The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents the Company files from time to time with the Securities and Exchange Commission.






SHILOH INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
 
October 31,
 
2014
 
2013
ASSETS:
 
 
 
Cash and cash equivalents
$
12,014

 
$
398

Investment in marketable securities
1,045

 

Accounts receivable, net
171,242

 
116,837

Related-party accounts receivable
533

 
673

Prepaid income taxes
2,142

 

Inventories, net
91,303

 
42,924

Deferred income taxes
3,496

 
2,829

Prepaid expenses
11,987

 
3,095

Other assets

 
23

Total current assets
293,762

 
166,779

Property, plant and equipment, net
274,828

 
197,874

Goodwill
30,887

 
6,768

Intangible assets, net
21,998

 
17,605

Deferred income taxes
2,605

 

Other assets
5,445

 
2,927

Total assets
$
629,525

 
$
391,953

LIABILITIES AND STOCKHOLDERS’ EQUITY:
 
 
 
Current debt
$
1,918

 
$
882

Accounts payable
146,478

 
87,977

Other accrued expenses
41,336

 
26,416

Accrued income taxes

 
1,666

Total current liabilities
189,732

 
116,941

Long-term debt
268,102

 
119,384

Long-term benefit liabilities
19,951

 
21,287

Deferred income taxes
2,739

 
969

Interest rate swap agreement
2,510

 

Other liabilities
1,972

 
2,223

Total liabilities
485,006

 
260,804

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at October 31, 2014 and October 31, 2013, respectively

 

Common stock, par value $.01 per share; 25,000,000 shares authorized; 17,214,284 and 17,031,316 shares issued and outstanding at October 31, 2014 and October 31, 2013, respectively
172

 
170

Paid-in capital
68,035

 
66,312

Retained earnings
113,193

 
90,749

Accumulated other comprehensive loss, net
(36,881
)
 
(26,082
)
Total stockholders’ equity
144,519

 
131,149

Total liabilities and stockholders’ equity
$
629,525

 
$
391,953





SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
 
 
Years Ended
 
 
October 31,
 
 
2014
 
2013
 
Net revenues
$
878,744

 
$
700,186

 
Cost of sales
799,143

 
633,034

 
Gross profit
79,601

 
67,152

 
Selling, general & admin expenses
50,207

 
31,181

 
Amortization of intangible assets
2,255

 
1,349

 
Asset impairment (recovery), net
(4,026
)
 
18

 
Operating income
31,165

 
34,604

 
Interest expense
4,503

 
2,600

 
Interest income
(25
)
 
(32
)
 
Gain on bargain purchase

 
(228
)
 
Other (income) expense, net
(504
)
 
89

 
Income before income taxes
27,191

 
32,175

 
Provision for income taxes
4,747

 
10,605

 
Net income
$
22,444

 
$
21,570

 
Earnings per share:
 
 
 
 
Basic earnings per share
$
1.31

 
$
1.27

 
Basic weighted average number of common shares
17,145

 
16,982

 
Diluted earnings per share
$
1.30

 
$
1.27

 
Diluted weighted average number of common shares
17,215

 
17,030

 






SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)


 
 
 
 
 
Years Ended
 
 
 
 
 
 
October 31,
 
 
 
 
 
 
2014
 
2013
 
Net Income
 
$
22,444

 
$
21,570

 
Other comprehensive income (loss):
 
 
 
 
 
 
Defined benefit pension plans & other postretirement benefits
 
 
 
 
 
 
 
 
Recognized gain
 
967

 
5,684

 
 
 
 
Actuarial net gain
 
1,352

 
1,441

 
 
 
 
Asset net (loss) gain
 
(4,391
)
 
1,102

 
 
 
 
Income taxes
 
783

 
(2,998
)
 
 
 
Total defined benefit pension plans & other post retirement benefits
 
(1,289
)
 
5,229

 
 
Marketable securities:
 
 
 
 
 
 
 
 
Unrealized gain on marketable securities
 
518

 

 
 
 
 
Income taxes on marketable securities
 
(53
)
 

 
 
 
 
Reclassification adjustments for gain on marketable securities included in net income
 
(365
)
 

 
 
 
Total marketable securities, net of tax
 
100

 

 
 
Derivatives and hedging:
 
 
 
 
 
 
 
 
Unrealized loss on interest rate swap agreements
 
(2,510
)
 

 
 
 
 
Income taxes on interest rate swap agreements
 
952

 

 
 
 
Change in fair value of derivative instruments, net of tax
 
(1,558
)
 

 
 
Foreign currency translation adjustments:
 
 
 
 
 
 
 
 
Foreign currency translation loss
 
(8,052
)
 

 
 
 
 
Income taxes on foreign currency translation
 

 

 
 
 
Unrealized loss on foreign currency translation, net of tax
 
(8,052
)
 

 
Comprehensive income, net
 
$
11,645

 
$
26,799

 





SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)

 
 
 
Years Ended
October 31,
 
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
22,444

 
$
21,570

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
27,893

 
20,878

Amortization of deferred financing costs
 
807

 
338

Asset recovery
 
(4,026
)
 
18

Bargain purchase gain
 

 
(228
)
Deferred income taxes
 
843

 
589

Stock-based compensation expense
 
579

 
738

Gain on sale of assets
 
(806
)
 
(1
)
Gain on sale of marketable securities
 
(365
)
 

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(10,444
)
 
(28,098
)
Inventories
 
(6,150
)
 
7,162

Prepaids and other assets
 
403

 
110

Payables and other liabilities
 
3,327

 
12,802

Accrued income taxes
 
(4,922
)
 
2,935

Net cash provided by operating activities
 
29,583

 
38,813

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Capital expenditures
 
(40,158
)
 
(27,441
)
Investment in marketable securities
 
(2,000
)
 

Acquisitions, net of cash acquired
 
(124,544
)
 
(104,470
)
Proceeds from sale of assets
 
5,762

 
518

Proceeds from sale of marketable securities
 
967

 

Net cash used in investing activities
 
(159,973
)
 
(131,393
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Payment of dividends
 

 
(4,246
)
Payment of capital leases
 
(382
)
 

Proceeds from long-term borrowings
 
182,500

 
123,250

Repayments of long-term borrowings
 
(39,877
)
 
(24,539
)
Payment of deferred financing costs
 
(776
)
 
(1,963
)
Proceeds from exercise of stock options
 
1,061

 
302

Net cash provided by financing activities
 
142,526

 
92,804

Effect of foreign currency exchange rate fluctuations on cash
 
(520
)
 

Net increase in cash and cash equivalents
 
11,616

 
224

Cash and cash equivalents at beginning of period
 
398

 
174

Cash and cash equivalents at end of period
 
$
12,014

 
$
398

 
 
 
 
 
Supplemental Cash Flow Information:
 
 
 
 
Cash paid for interest
 
$
3,862

 
$
2,237

Cash paid for income taxes
 
$
7,995

 
$
7,111

 
 
 
 
 
Non-cash Investing and Financing Activities:
 
 
 
 
    Equipment acquired under capital lease
 
$
7,639

 
$






SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollar amounts in thousands)


 
Common Stock ($.01 Par Value)
 
Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Total Stockholders' Equity
November 1, 2012
$
169

 
$
65,120

 
$
73,425

 
$
(31,311
)
 
$
107,403

Net income

 

 
21,570

 

 
21,570

Other comprehensive income, net of tax

 

 

 
5,229

 
5,229

Payment of dividends

 

 
(4,246
)
 

 
(4,246
)
Exercise of stock options
1

 
301

 

 

 
302

Stock-based compensation cost

 
738

 

 

 
738

Tax benefit on stock options

 
153

 

 

 
153

October 31, 2013
$
170

 
$
66,312

 
$
90,749

 
$
(26,082
)
 
$
131,149

Net income

 

 
22,444

 

 
22,444

Other comprehensive income, net of tax

 

 

 
(10,799
)
 
(10,799
)
Exercise of stock options
2

 
1,059

 

 

 
1,061

Stock-based compensation cost

 
579

 

 

 
579

Tax benefit on stock options

 
85

 

 

 
85

October 31, 2014
$
172

 
$
68,035

 
$
113,193

 
$
(36,881
)
 
$
144,519