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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2001 Commission file no. 0-21964
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Shiloh Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 51-0347683
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 202, 103 Foulk Road, Wilmington, Delaware 19803
(Address of principal executive offices--zip code)
(302) 998-0592
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01 Per Share
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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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Annual Report on Form 10-K or any
amendment to this Form 10-K. [_]
Aggregate market value of Common Stock held by non-affiliates of the
registrant as of February 12, 2002 at a closing price of $1.40 per share as
reported by the Nasdaq National Market was approximately $8,859,299. Shares of
Common Stock beneficially held by each executive officer and director and their
respective spouses have been excluded since such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Number of shares of Common Stock outstanding as of February 12, 2002 was
14,798,094.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following document are incorporated by reference to Part III of
this Annual Report on Form 10-K: the Proxy Statement for the Registrant's 2002
Annual Meeting of Stockholders (the "Proxy Statement").
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INDEX TO ANNUAL REPORT
ON FORM 10-K
Table Of Contents
Page
----
PART I:
Item 1. Business...................................................... 3
Item 2. Properties.................................................... 9
Item 3. Legal Proceedings............................................. 10
Item 4. Submission of Matters to a Vote of Security Holders........... 10
Item 4A. Executive Officers of the Company............................. 10
PART II:
Item 5. Market for the Company's Common Equity and Related Stockholder
Matters....................................................... 13
Item 6. Selected Financial Data....................................... 14
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 15
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.... 25
Item 8. Financial Statements and Supplementary Data................... 26
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................... 51
PART III:
Item 10. Directors and Executive Officers of the Company............... 51
Item 11. Executive Compensation........................................ 51
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................... 51
Item 13. Certain Relationships and Related Transactions................ 51
PART IV:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-
K............................................................. 52
2
SHILOH INDUSTRIES, INC.
PART I
Item 1. Business
General
Shiloh is a full service manufacturer of blanks and stamped components for
the automotive and light truck, heavy truck and other industrial markets. The
Company's blanks, which are engineered two dimensional shapes cut from flat-
rolled steel, are principally sold to automotive and truck original equipment
manufacturers ("OEMs") and are used for exterior steel components, such as
fenders, hoods and doors. These blanks include first operation exposed and
unexposed blanks and more advanced engineered-welded blanks, which are
manufactured from two or more blanks of different steel or gauges that are
welded together utilizing both mash seam resistance and laser welding. The
Company's stampings are principally used as components in mufflers, seat
frames, structural rails, window lifts, heat shields, vehicle brakes and other
structural body components.
The Company also builds modular assemblies, which include components used in
the structural and powertrain systems of a vehicle. Structural systems include
bumper beams, door impact beams, steering column supports, chassis components
and structural underbody modules. Powertrain systems consist of deep draw
components, such as oil pans, transmission pans and valve covers. To a lesser
extent, the Company designs, engineers and manufactures precision tools and
dies and welding and assembly equipment for use in its blanking and stamping
operations, for sale to OEMs, Tier I automotive suppliers and other industrial
customers. Furthermore, the Company provides a variety of intermediate steel
processing services, such as oiling, cutting-to-length, slitting and edge
trimming of hot and cold-rolled steel coils for automotive and steel industry
customers. In addition, through its minority-owned investment in Valley City
Steel LLC, as described below, the Company provides the intermediary steel
processing service of pickling. The Company has sixteen wholly owned
subsidiaries at locations in Ohio, Michigan, Georgia, Tennessee and Mexico.
History
In November 1996, the Company acquired substantially all of the assets of
Greenfield Die & Manufacturing Corp. ("Greenfield"), which was headquartered in
Canton, Michigan, a suburb of Detroit. Greenfield conducts operations as
"Canton Manufacturing Division" and "Canton Die Division." In July 2000, the
Company announced that it would seek strategic alternatives for Canton Die
Division. As of October 31, 2000, the Company anticipated selling the assets of
Canton Die Division for $11.8 million, recorded a pre-tax asset impairment
charge of $12.8 million, and had classified these net assets as held for sale.
The Company was unable to sell these assets during fiscal 2001; therefore, in
October 2001, the decision was made to cease operations at this facility during
fiscal 2002. As the Company currently does not have a specific plan for these
assets, the assets of Canton Die Division are no longer classified as held for
sale as of October 31, 2001. Certain assets of Canton Die Division may be
transferred to other Shiloh locations or may be sold. During fiscal 2001, the
Company recorded an additional pre-tax asset impairment charge of $1.5 million
and a pre-tax restructuring charge of $0.4 million associated with the shutdown
of this facility. The impairment charge was primarily taken to write down the
long-lived assets to their current estimated fair value.
In August 1997, the Company acquired C&H Design Company, formerly d.b.a. C&H
Die Technology and d.b.a. Utica Die Division, ("C&H") which was headquartered
in Utica, Michigan. In October 2000, the Company closed the operations of C&H
and transferred certain of its assets to other Shiloh locations. In July 1998,
the Company commenced operation of Jefferson Blanking, Inc. ("Jefferson
Blanking"), a blanking facility in Pendergrass, Georgia.
In November 1999, the Company acquired the automotive division of MTD
Products Inc ("MTD Automotive") for $20.0 million in cash and 1,428,571 shares
of common stock, par value $0.01 per share, of the Company (the "Common
Stock"), of which 535,714 were contingently returnable at November 1, 1999.
3
Pursuant to the terms of the earnout provisions of the Asset Purchase
Agreement, dated as of June 21, 1999, as amended (the "Purchase Agreement"),
entered into by and among the Company, Shiloh Automotive, Inc. and MTD Products
Inc ("MTD Products"), the aggregate consideration was increased due to the
performance of MTD Automotive during the first twelve months subsequent to
consummation of such acquisition. As a result of the subsequent performance of
MTD Automotive, the 535,714 contingently returnable shares of Common Stock were
not required to be returned to the Company and in January 2001, the Company
issued MTD Products an additional 288,960 shares of Common Stock and the
Company's wholly owned subsidiary issued a note in the aggregate principal
amount of $4.0 million. The Company was guarantor of the note. In accordance
with the Purchase Agreement, approximately $1.8 million was returned to the
Company for settlement of price concessions and capital expenditure
reimbursements relating to fiscal 2000. These adjustments were reflected in the
Company's financial statements for the year ended October 31, 2000 as
adjustments to the purchase price payable under the terms of the Purchase
Agreement. During fiscal 2001, MTD Products forgave all interest relating to
the note through October 31, 2001 in the aggregate amount of $0.3 million. The
Company satisfied all of its remaining obligations under the note by issuing to
MTD Products 42,780 shares of Series A Preferred Stock in accordance with an
amendment to the Purchase Agreement, which was entered into as of December 31,
2001. The shares of Series A Preferred Stock were issued in January 2002. In
October 2001, the Company settled a contingency set forth in the Purchase
Agreement related to price concessions for fiscal 2001 for approximately $1.3
million. This additional reduction to the purchase price is reflected in the
Company's financial statements as of October 31, 2001. Also in accordance with
the Purchase Agreement, the purchase price may be adjusted at the end of fiscal
2002 upon resolution of a final contingency.
In July 2000, the Company commenced operation of Shiloh de Mexico S. A. de
C.V. ("Shiloh of Mexico" or "Saltillo Welded Blank Division"), a blanking
facility in Saltillo, Mexico utilizing laser welded technology. On August 29,
2000, the Company acquired substantially all the assets of A.G. Simpson
(Tennessee), Inc., d.b.a. Dickson Manufacturing Division ("Dickson"), for
approximately $49.2 million, including approximately $1.2 million in
acquisition costs. In January 2001, certain purchase price adjustments were
made pursuant to the terms of the purchase agreement with respect to the
acquisition of Dickson in which approximately $4.5 million was released from
escrow and returned to the Company. For accounting purposes, these adjustments
were reflected in the Company's financial statements for the year ended October
31, 2000.
On July 31, 2001, the Company completed the sale of land, building and
certain other assets of the Wellington Die Division for $3.5 million in cash
resulting in a pre-tax loss of approximately $1.0 million. In addition, the
Company recorded a pre-tax asset impairment charge of $2.2 million associated
with the remaining assets of this facility and a restructuring charge of $0.2
million. The remaining operations at Wellington Die Division were transferred
to Wellington Stamping Division in the first quarter of fiscal 2002.
On July 31, 2001, the Company completed the sale of certain assets and
liabilities of its Valley City Steel division to Viking Industries, LLC
("Viking") for $12.4 million. In connection with this transaction, the Company
and Viking formed a joint venture, Valley City Steel, LLC ("VCS LLC"), in which
the Company owns a minority interest (49%) in the new entity and Viking owns a
majority interest (51%). Viking contributed the assets purchased to the joint
venture. The Company also contributed certain other assets and liabilities of
Valley City Steel to the joint venture. The Company retained ownership of the
land and building where the joint venture conducts its operations, and leases
these facilities to the joint venture. The new entity continues to supply steel
processing services to the Company. As of September 1, 2002 and on the first
day of every month thereafter, the Company has the right to require VCS LLC to
repurchase its interest at a put purchase price as defined in the operating
agreement. In addition, as of September 1, 2002 and on the first day of every
month thereafter, both the Company and Viking have the right to purchase the
others' interest at a call purchase price as defined in the operating
agreement. The land and building leased by VCS LLC and owned by the Company
secures debt incurred by VCS LLC. The debt matures in August 2003. Once this
debt is discharged and released, the Company's ownership in VCS LLC will be
reduced to 40% and Viking's interest increased to 60%. As a result of the
transaction changing from a 100% sale to a partial sale in fiscal 2001, the
Company reduced its estimated asset impairment loss by $11.7 million.
4
In September 2001, the decision was made to cease operations at the Shiloh
of Michigan ("SOM" or "Romulus Blanking Division") blanking facility during
fiscal 2002. This facility, located in Romulus, Michigan, was opened in 1996.
During the fourth quarter of fiscal 2001, the Company recorded a pre-tax asset
impairment charge of $5.8 million to write down certain assets to their
estimated fair value. In addition, the Company recorded a pre-tax restructuring
charge of $0.4 million associated with the closing of this facility. As of
October 31, 2001, the Company has classified $7.5 million of real property and
certain machinery and equipment at this facility as assets held for sale.
Remaining assets will be sold or transferred to other operations within the
Company.
The Company's principal executive offices are located at Suite 202, 103
Foulk Road, Wilmington, Delaware 19803 and its telephone number is (302) 998-
0592. Unless otherwise indicated, all references to the "Company" or "Shiloh"
refer to Shiloh Industries, Inc. and its direct and indirect subsidiaries.
Industry
Engineered Products
In the engineered products business, OEMs and Tier I automotive suppliers
purchase steel components from suppliers such as the Company. The Company
manufactures these components and also engineers and builds tools and dies used
in its blanking and stamping operations. In addition, the Company produces
tools and dies and welding and assembly equipment for its customers. OEMs
typically find it more cost effective and time efficient to focus their core
operations on vehicle assembly, marketing and distribution.
Intermediate Steel Processing
Primary steel producers typically find it more cost effective to focus on
the sale of standard size and tolerance steel to large volume purchasers and
view the intermediate steel processor as part of their customer base. End-
product manufacturers seek to purchase steel free from oxidation and scale,
with closer tolerances, on shorter lead times and with more reliable and more
frequent delivery than the primary steel producers can provide efficiently.
These factors, together with the lower cost structure typically found in the
outside supplier, have caused many end-product manufacturers to find it more
beneficial, from a cost, quality and manufacturing flexibility standpoint, to
outsource much of the intermediate steel processing, which is required for the
production of their end-products.
Products and Manufacturing Processes
Engineered Products
The Company produces precision stamped steel components through its blanking
and stamping operations. Blanking is a process in which flat-rolled steel is
cut into precise two dimensional shapes by passing steel through a press,
employing a blanking die. These blanks are used principally by manufacturers in
the automobile, heavy truck, heating, ventilation and air conditioning ("HVAC")
and lawn and garden industries. These blanks are used by the Company's
automotive and heavy truck customers for automobile exterior parts, including
fenders, hoods, doors and side panels, and heavy truck wheel rims and brake
components. The Company's HVAC and lawn and garden customers use blanks
primarily for compressor housings and lawn mower decks.
The Company produces engineered-welded blanks utilizing both the mash seam
resistance and laser weld processes. The engineered-welded blanks that are
produced generally consist of two or more sheets of steel or aluminum of the
same or different material grade, thickness or coating welded together into a
single flat panel. The primary distinctions between mash seam resistance and
laser welding are weld bead appearance and cost.
Stamping is a process in which steel is passed through dies in a stamping
press in order to form the steel into three dimensional parts. The Company also
produces stamped parts using precision single stage, progressive and transfer
dies, which in most cases, the Company designs and manufactures. Some stamping
and blanking operations also provide value-added processes, such as welding,
assembly and painting capabilities.
5
The Company also manufactures deep draw stampings, such as mufflers, oil pans,
transmission pans and valve covers. The Company's stampings and assemblies are
principally used as components for bumper beams, door impact beams, steering
column support, chassis components, seat frames, structural rails, window
lifts, vehicle brakes and other structural body components for automobiles and
light trucks.
The Company also designs, engineers and produces precision tools and dies
and weld and assembly equipment. To support the manufacturing process, the
Company supplies substantially all of the tools and dies used in the blanking
and stamping operations and a portion of the welding and secondary assembly
equipment used to manufacture modular systems. The Company also produces tools
and dies for sale to OEMs, Tier I suppliers and other industrial customers.
Advanced technology is maintained to conduct activities and improve tool and
die production capabilities. The Company has computerized most of the design
and engineering portions of the tool and die production process to reduce
production time and cost.
Intermediate Steel Processing
The Company processes flat-rolled steel principally for primary steel
producers and manufacturers that require processed steel for end-product
manufacturing purposes. The Company also processes flat-rolled steel for
internal blanking and stamping operations. The Company either purchases hot-
rolled and cold-rolled steel from primary steel producers located throughout
the Midwest or receives the steel on a toll-processing basis and does not
acquire ownership of it. This steel typically requires additional processing to
meet the requirements of the end-product manufacturers. The Company's
intermediate processing operations include oiling, slitting, cutting-to-length,
edge trimming, roller leveling and quality inspecting of flat-rolled steel. In
addition, through its minority-owned investment in VCS LLC, the Company
provides the steel processing service of pickling.
The first processing operation for hot-rolled steel typically involves
pickling, a chemical process in which an acidic solution is applied to the
steel to remove the surface oxidation and scale which develops on the steel
shortly after it is hot-rolled. During the pickling process, the steel is
either coated with oil to prevent oxidation or with a borax-based solution to
prevent oxidation and facilitate the stamping process. After pickling, the
steel is ready for either additional processing or delivery to the customer.
Cold-rolled and hot-rolled steel often go through additional processing
operations to meet the requirements of end-product manufacturers. Slitting is
the cutting of coiled steel to precise widths. Cutting-to-length produces steel
cut to specified lengths ranging from 12 inches to 168 inches. Edge trimming
removes a specified portion of the outside edges of the coiled steel to produce
a uniform width. Roller leveling flattens the steel by applying pressure across
the width of the steel to make the steel suitable for blanking and stamping. To
achieve high quality and increased volume levels and to be responsive to
customers' just-in-time supply requirements, most of the Company's steel
processing operations are computerized and have combined several complementary
processing lines, such as slitting and cutting-to-length at single facilities.
In addition to cleaning, leveling and cutting steel, the Company inspects steel
to detect production flaws and utilize computers to provide both visual
displays and documented records of the thickness maintained throughout the
entire coil of steel. The Company also performs inventory control services for
some customers.
Customers
The Company produces blanked and stamped parts and processed flat-rolled
steel for a variety of industrial customers. The Company supplies steel blanks,
stampings and modular assemblies primarily to North American automotive
manufacturers and stampings to Tier I automotive suppliers. The Company also
supplies blanks and stampings to manufacturers in the lawn and garden, HVAC,
home appliance and construction industries. Finally, the Company processes
flat-rolled steel for a number of primary steel producers.
One of the Company's largest customers is the Parma, Ohio stamping facility
of the metal fabricating division of General Motors. The Company has been
working with General Motors for more than 20 years and operates a vendor
managed program to supply blanks, which includes on-site support staff,
electronic data
6
interchange, logistics support and a just-in-time delivery system. The
acquisition of MTD Automotive in November 1999 established Ford Motor Company
as another significant customer. The Company supplies Ford with stampings and
assemblies.
In fiscal 2001, General Motors and Ford accounted for approximately 28.4%
and 12.9% of the Company's revenues, respectively.
Sales and Marketing
The current sales force consists of approximately 40 individuals. These
individuals directly market the Company's automotive and steel processing
products and services. The sales force is organized to enable the Company to
target sales and marketing efforts at three distinct types of customers:
. OEM customers;
. Tier I suppliers; and
. Steel consumers and producers.
To supplement the sales and marketing efforts, the Company operates a sales
and technical center in Auburn Hills, Michigan, which is in close proximity to
its automotive customers. The Company's engineering staff at this center
provides total program management, technical assistance and advanced product
development support to customers during the product development stage.
Operations and Engineering
The Company operates its steel processing facilities on an integrated basis.
A significant portion of the flat-rolled steel used by the Company in its
blanking and stamping operations is supplied through its other steel processing
operations. The Company typically designs, engineers and manufacturers
substantially all of the tools and dies used in its blanking and stamping
operations. Eleven of the Company's facilities were constructed by the Company
and were located and designed to facilitate the integrated flow of the
Company's processing operations.
Raw Materials
The basic materials required for the Company's operations are hot and cold-
rolled steel. The Company obtains steel from a number of primary steel
producers. A significant portion of the steel processing products and services
are provided to customers on a toll processing basis. Under these arrangements,
the Company charges a specified fee for operations performed without acquiring
ownership of the steel and being burdened with the attendant costs of ownership
and risk of loss. Through centralized purchasing, the Company attempts to
purchase raw materials at the lowest competitive prices for the quantity
purchased. The amount of steel available for processing is a function of the
production levels of primary steel producers.
Competition
Competition for sales of steel blanks and stampings is intense, coming from
numerous companies, including independent domestic and international suppliers,
and from internal divisions of General Motors, Ford and DaimlerChrysler, as
well as independent domestic and international Tier I and Tier II suppliers,
which have blanking facilities and greater financial and other resources than
the Company. The market for the Company's steel processing operations is also
highly competitive. The Company competes with a number of steel processors in
its region, such as Worthington Industries, Liberty Steel Fabricating, Inc.,
Precision Strip, Inc., and primary steel producers, many of which also have
comparable facilities and greater financial and other resources than the
Company. The primary characteristics of competition encountered in each of
these markets are product quality, service, price and technological innovation.
In addition, competition for sales of automotive
7
stamped modules is intense. Primary competitors in North America for the
stamping business are Aetna/Sofedit, Cosma, a division of Magna International,
Oxford Automotive and Tower Automotive. The significant areas of competition
with these companies are price, product quality, delivery and engineering
capabilities.
Employees
As of December 31, 2001, the Company had approximately 3,080 employees. The
employees at four of the subsidiaries, an aggregate of approximately 1,095
employees, are covered by five collective bargaining agreements that are due to
expire in May 2002, June 2002, May 2004, August 2005 and June 2006. The
collective bargaining agreement that expires in June 2002 relates to the
Romulus Blanking Division where operations will cease during fiscal 2002.
Backlog
Because the Company generally conducts its steel processing operations on
the basis of short-term orders, backlog is not a meaningful indicator of future
performance.
Seasonality
The Company typically experiences decreased revenue and operating income
during its first fiscal quarter of each year, usually resulting from generally
slower overall automobile production during the winter months. The Company's
revenues and operating income in its third fiscal quarter can also be affected
by the typically lower automobile production activities in July due to
manufacturers' changeover in production lines.
Environmental Matters
The Company is subject to environmental laws and regulations concerning:
. emissions to the air;
. discharges to waterways; and
. generation, handling, storage, transportation, treatment and disposal of
waste and hazardous materials.
The Company is also subject to laws and regulations that can require the
remediation of contamination that exists at current or former facilities. In
addition, the Company is subject to other federal and state laws and
regulations regarding health and safety matters. Each of the production
facilities has permits and licenses allowing and regulating air emissions and
water discharges. While the Company believes that at the present time they are
in substantial compliance with environmental laws and regulations, these laws
and regulations are constantly evolving and it is impossible to predict whether
compliance with all liability under these laws and regulations may have a
material adverse effect on the Company in the future.
MTD Automotive, at its facilities in Parma and Valley City, Ohio, has
engaged in industrial manufacturing operations since 1946 and 1968, during
which time various hazardous substances have been handled at each facility. As
a consequence of these historic operations, the potential for liability
relating to contamination of soil and groundwater may exist at the Parma
facility, which the Company leases from MTD Products, and the Valley City
facility, which the Company owns. Although the Company could be liable for
cleanup costs at these facilities, MTD Products is contractually obligated to
indemnify the Company against any such costs arising as a result of operations
prior to the Company's acquisition of the MTD Automotive business.
8
Item 2. Properties
The Company is a Delaware holding company that has sixteen wholly owned
subsidiaries located in Ohio, Michigan, Georgia, Tennessee and Mexico. The
Company believes substantially all of its property and equipment is in good
condition and that it has sufficient capacity to meet its current operational
needs. The Company considers full capacity of its operating facilities to be
three eight hour shifts for 5.5 days per week. At October 31, 2001, the Company
was operating at approximately 50% capacity. The Company's facilities, all of
which are owned (except for its Utica, some of its Canton and Auburn Hills,
Michigan, Wellington and Cleveland, Ohio facilities), are as follows:
Square Date of
Subsidiary Location Footage Operation Description of Use
- ---------- -------- ------- --------- ------------------
Shiloh Corporation,
d.b.a. Blanking/Tool and Die
Mansfield Blanking
Division Mansfield, Ohio 295,240 1955 Production
Medina Blanking, Inc.,
d.b.a.
Medina Blanking
Division and Ohio
Welded Blank Division Valley City, Ohio 489,481 1986 Blanking
The Sectional Die
Company, d.b.a.
Wellington Die Division Wellington, Ohio 85,667(1) 1998 Tool and Die Production
Sectional Stamping,
Inc., d.b.a.
Wellington Stamping
Division Wellington, Ohio 226,316 1987 Stamping
VCS Properties, LLC Valley City, Ohio 260,000(2) 1977 Other Steel Processing
Liverpool Coil
Processing
Incorporated, d.b.a.
Liverpool Coil
Processing Division Valley City, Ohio 244,000 1990 Other Steel Processing
Shiloh of Michigan, LLC,
d.b.a.
Romulus Blanking
Division Romulus, Michigan 170,600(3) 1996 Blanking
Greenfield Die &
Manufacturing Corp.,
d.b.a.
Canton Manufacturing
Division and Canton Die Stamping/Tool and Die
Division Canton, Michigan 280,370(4) 1996 Production
C&H Design Company,
d.b.a.
Utica Die Division Utica, Michigan 62,500(5) 1997 Tool and Die Production
Jefferson Blanking,
Inc., d.b.a.
Jefferson Blanking
Division Pendergrass, Georgia 190,600 1998 Blanking
Shiloh de Mexico S.A. de
C.V. Shiloh Industries,
Inc., d.b.a.
Saltillo Welded Blank
Division Saltillo, Mexico 153,020 2000 Blanking
Shiloh Automotive, Inc.,
d.b.a.
Liverpool Stamping
Division and MTD
Automotive Valley City, Ohio 250,000(6) 1999 Stamping
Shiloh Automotive, Inc.,
d.b.a.
Cleveland Stamping
Division, Cleveland Die
Division and MTD Stamping/Tool and Die
Automotive Cleveland, Ohio 395,000(6)(7) 1999 Production/Administration
Dickson Manufacturing,
d.b.a. Dickson
Manufacturing Division Dickson, Tennessee 242,000 2000 Stamping
- --------
(1) This facility was sold on July 31, 2001 and is leased through January 31,
2002 to the Company from the purchaser of Wellington Die Division.
(2) This facility is currently leased to Viking and VCS LLC conducts its
operations from this site.
9
(3) The land, building and certain machinery and equipment at this facility are
held for sale as of October 31, 2001.
(4) Represents five facilities, three of which are leased. The tool and die
operations conducted by Canton Die Division will cease during fiscal 2002.
The three leased facilities used by Canton Die Division are subject to a
long term lease.
(5) Since October 31, 2000, operations of Utica Die Division ceased to be
conducted at these facilities. The Company negotiated early termination of
these leases during the first quarter of fiscal 2002.
(6) The Valley City facility is owned by the Company and the Cleveland facility
is leased to the Company from MTD Products.
(7) Includes leased facilities that house the Sales and Technical Center in
Auburn Hills, Michigan.
Item 3. Legal Proceedings
The Company is involved in various lawsuits arising in the ordinary course
of business. In management's opinion, the outcome of these matters will not
have a material adverse effect on the Company's financial condition, results of
operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of fiscal 2001.
Item 4A. Executive Officers of the Company
The information under this Item 4A is furnished pursuant to Instruction 3 to
Item 401(b) of Regulation S-K.
Curtis E. Moll, Chairman of the Board. Mr. Moll became Chairman of the Board
of the Company in April 1999, and he has served as a Director of the Company
since its formation in April 1993. Since 1980, Mr. Moll has served as the
Chairman of the Board and Chief Executive Officer of MTD Products Inc, a
privately-held manufacturer of outdoor equipment. Mr. Moll also serves as a
director of Sherwin Williams Company and AGCO Corporation. Mr. Moll is 62 years
old.
Theodore K. Zampetis, President and Chief Executive Officer. On January 28,
2002, Mr. Zampetis became the President and Chief Executive Officer of the
Company. He has served as a director of the Company since 1993. From January
2001 to January 2002, he served as President of Strategic Partners
International, LLC, a management consulting firm. From November 1999 to
December 2000, Mr. Zampetis independently conducted research and performed
certain consulting services. Previously, he had worked for 27 years at Standard
Products Company, a manufacturer of rubber and plastic parts principally for
automotive original equipment manufacturers, where he held various positions,
including serving as the President and Chief Operating Officer of World Wide
Operations from 1991 to 1999 at which point Standard Products was sold to
Cooper Tire. Mr. Zampetis is 56 years old.
John F. Falcon, President and Chief Executive Officer. From April 1999 until
January 28, 2002, Mr. Falcon had been the President and Chief Executive Officer
and a Director of the Company. From 1995 to April 1999, Mr. Falcon held several
positions at Lear Corporation, a supplier of automotive interior systems,
including Director of Interiors for its General Motors division. Prior to that
time, he had over twenty years of experience at General Motors, a manufacturer
of vehicles, where he held several positions, including, among others,
Worldwide Operations Manager for ignition and filtration products. Mr. Falcon
is 53 years old. Mr. Falcon left the Company in January 2002.
10
Stephen E. Graham, Chief Financial Officer. Mr. Graham was named Chief
Financial Officer in October 2001. From February 2000 to October 2001, Mr.
Graham served as Executive Vice President and Chief Financial Officer of
Republic Technologies International, a steel manufacturing company. From May
1996 to February 2000, Mr. Graham served as Vice President and Chief Financial
Officer of Dura Automotive, a Tier I automotive supplier. Prior to that time,
Mr. Graham held senior financial management positions with automotive and truck
component manufacturers such as Magna International, Truck Components and
Cambridge Industries. Mr. Graham is 44 years old.
David K. Frink, Vice President of Engineered Welded Blanks. Mr. Frink was
named Vice President of Engineered Welded Blanks in July 1997. He also served
as Director of Corporate Purchasing from May 1996 to November 1999. Mr. Frink
was President of Steel Processing from August 1996 to July 1997. Prior to
August 1996, Mr. Frink had been the plant general manager at Liverpool Coil
Processing since June 1991. Prior to that time, Mr. Frink had over 21 years of
experience in the integrated steel industry working for LTV Steel. Mr. Frink is
54 years old. Mr. Frink left the Company in February 2002.
Larry D. Paquin, Vice President of Quality and Continuous Improvement. Mr.
Paquin has served as Vice President of Quality and Continuous Improvement since
August 1999. Prior to his tenure with the Company, Mr. Paquin had been Vice
President and General Manager of Thomas Madison Incorporated, a privately-held
automotive stamping manufacturer, from April 1996 to July 1999. Prior to that
time, Mr. Paquin served as President of the Crescive Die and Tool Company, a
privately-held tool and die manufacturer. Mr. Paquin is 58 years old. Mr.
Paquin left the Company in February 2002.
Mark D. Theisen, Vice President of Sales and Marketing. Mr. Theisen was
named Vice President of Sales and Marketing in January 2001. Prior to that
time, Mr. Theisen served as Vice President of Strategic Planning and
Purchasing. Mr. Theisen was named Vice President of Strategic Planning of the
automotive division of MTD Products in August 1998 and served as General
Manager of the automotive division of MTD Products from June 1997 to August
1998. Prior to that time Mr. Theisen had been Marketing Manager of the
automotive division of MTD Products from April 1995 to June 1997 and Sales
Account Manager of the automotive division of MTD Products prior to that time.
Mr. Theisen is 39 years old.
Patrick C. Boyer, Vice President of Tooling and Design. Mr. Boyer was named
Vice President of Tooling and Design in June 1999. Prior to June 1999, Mr.
Boyer was Vice President of Marketing from November 1998 to May 1999. Prior to
that time, Mr. Boyer served as Plant General Manager of Wellington Stamping
Division for a six-year period. Mr. P. Boyer is 46 years old. Mr. Boyer left
the Company in January 2002.
Hayden M. Cotterill, Vice President of Engineered Products. Mr. Cotterill
was named Vice President of Engineered Products in January 2000. Mr. Cotterill
was employed by the Oxford Group, a Tier II supplier, from April 1998 to
January 2000, where he held the position of General Manager of the suspension
business unit. Prior to that time, he had over twenty-five years of experience
with Eaton Corporation, a global diversified industrial manufacturer, in
various positions, including general manager of two divisions of the automotive
group. Mr. Cotterill is 54 years old. Mr. Cotterill left the Company in
February 2002.
Stephen J. Tomasko, Vice President of Human Resources. Mr. Tomasko was named
Vice President of Human Resources in April 2000. Prior thereto, Mr. Tomasko had
been employed by the Reserve Group, a privately held company engaged in the
acquisition and expansion of businesses involved in the production of steel and
stampings. He held various positions at the Reserve Group and since 1995, he
served as the Vice President of Administration. Mr. Tomasko is 58 years old.
Mr. Tomasko left the Company in February 2002.
Robert A. Henderson, Vice President of Blanking. Mr. Henderson was named
Vice President of Blanking in November 2000. Prior to that time, he served as
Interim General Manager in charge of Mansfield Blanking and Romulus Blanking
from November 1999 to November 2000. Prior thereto, he served as the Assistant
Plant General Manager for Mansfield Blanking Division and in various accounting
capacities for the Company since joining it in July 1996. Mr. Henderson began
his career with Ernst & Young LLP. Mr. Henderson is 34 years old.
11
John R. Walker, Vice President of Technical and Strategic Planning. Mr.
Walker was named Vice President of Technical and Strategic Planning in January
2001. From June 1998 to January 2001, Mr. Walker had been employed by Oxford
Automotive, an automotive manufacturer of closure panels, structural
components, and springs in the capacity of Executive Director of Advanced
Modular Systems and Global Integration. From 1993 to June 1998 he was Vice
President Engineering for A.O. Smith Corporation, an automotive products
company. Prior to that time his experience included over 23 years in automotive
related businesses, serving in key manufacturing, engineering, tooling, as well
as product design and development roles. Mr. Walker is 54 years old.
James E. Buddelmeyer, Vice President of Materials and Procurement. Mr.
Buddelmeyer was named Vice President of Materials and Procurement in November
1999. Prior thereto, Mr. Buddelmeyer had been employed by Arvin-Meritor, a Tier
I heavy truck and automotive supplier. He had over twenty-three years of
experience with Arvin-Meritor where he held positions in operations and
materials management. Mr. Buddelmeyer is 50 years old. Mr. Buddelmeyer left the
Company in February 2002.
Richard K. Holmes, Vice President of Engineering Technology. Mr. Holmes was
named Vice President of Engineering Technology in November 1999. Prior to
November 1999, Mr. Holmes held the position of Senior Vice President of Product
Development of MTD Products. Prior thereto, Mr. Holmes served in various
positions for MTD Products from 1993 to November 1998. Prior to that time, he
had over 17 years of experience with Firestone Steel Products and General
Motors. Mr. Holmes is 49 years old.
12
PART II
Item 5. Market for Company's Common Equity and Related Stockholder Matters
As of the close of business on February 11, 2002, there were 151
stockholders of record for the Company's Common Stock. The Company believes
that the actual number of stockholders of the Company's Common Stock exceeds
400. The Company has not declared or paid any cash dividends on shares of its
equity securities, including Common Stock, since its incorporation in April
1993. The Company currently intends to retain earnings and does not anticipate
paying dividends in the foreseeable future. The Common Stock is traded on the
Nasdaq National Market under the symbol "SHLO." On February 12, 2002, the
closing price for the Company's Common Stock was $1.40 per share.
The Company's Common Stock commenced trading on June 29, 1993. The table
below sets forth the high and low bid prices for the Company's Common Stock for
its four quarters in each of 2000 and 2001.
High Low
------- -------
1st Quarter
January 31, 2000........................................... $11.875 $ 8.00
2nd Quarter
April 30, 2000............................................. $ 10.00 $9.0625
3rd Quarter
July 31, 2000.............................................. $ 11.00 $ 5.50
4th Quarter
October 31, 2000........................................... $ 9.25 $ 5.875
1st Quarter
January 31, 2001........................................... $ 6.438 $ 2.50
2nd Quarter
April 30, 2001............................................. $ 5.75 $ 2.850
3rd Quarter
July 31, 2001.............................................. $ 5.680 $ 3.750
4th Quarter
October 31, 2001........................................... $ 7.690 $ 1.90
On November 1, 1999, the Company issued 1,428,571 shares of its Common Stock
to MTD Products as a portion of the consideration for the acquisition by the
Company of MTD Automotive. As consideration owed by the Company to MTD Products
Inc under the earnout provision of the Purchase Agreement, the Company issued
288,960 shares of its Common Stock in January 2001. In addition, as of December
31, 2001, the Purchase Agreement was further amended and in accordance
therewith, in January 2002, the Company issued to MTD Products 42,780 shares of
its Series A Preferred Stock. These issuances of shares of Common Stock and
Preferred Stock were exempt from the registration requirements of the
Securities Act of 1933 based on Section 4(2) of such Act.
13
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data of the
Company. The data for each of the five years in the period ended October 31,
2001 is derived from the consolidated financial statements of the Company,
which has been audited by PricewaterhouseCoopers LLP, independent accountants.
The data presented below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements and the notes thereto included elsewhere in this
Annual Report.
Years Ended October 31,
-----------------------------------------------
(Dollars in thousands, except 2001 2000 1999 1998 1997
per share) -------- -------- -------- -------- --------
STATEMENT OF OPERATIONS DATA:
Revenues.................... $662,447 $630,762 $354,220 $299,350 $273,161
======== ======== ======== ======== ========
Operating income (loss) as
reported................... $(29,313) $ (7,269) $ 31,514 $ 30,019 $ 33,261
Change in inventory costing
method (1)................. -- (798) (1,683) 42 (38)
-------- -------- -------- -------- --------
Operating income (loss) as
restated................... $(29,313) $ (8,067) $ 29,831 $ 30,061 $ 33,223
======== ======== ======== ======== ========
Net income (loss) as
reported................... $(35,482) $(12,555) $ 15,310 $ 15,542 $ 20,093
Change in inventory costing
method (1)................. -- (476) (1,045) 26 (23)
-------- -------- -------- -------- --------
Net income (loss) as
restated................... $(35,482) $(13,031) $ 14,265 $ 15,568 $ 20,070
======== ======== ======== ======== ========
EARNINGS (LOSS) PER SHARE:(2)
Basic and diluted earnings
(loss) per share:
Net income (loss) as
reported................... $ (2.40) $ (.88) $ 1.17 $ 1.19 $ 1.54
Change in inventory costing
method (1)................. -- (.03) (.08) -- --
-------- -------- -------- -------- --------
Net income (loss) as
restated................... $ (2.40) $ (.91) $ 1.09 $ 1.19 $ 1.54
======== ======== ======== ======== ========
Basic weighted average
number of common shares.... 14,798 14,290 13,081 13,061 13,032
Diluted weighted average
number of common shares.... 14,798 14,290 13,085 13,103 13,066
OTHER DATA:
Capital expenditures........ $ 41,171 $ 66,191 $ 58,417 $ 67,968 $ 63,164
Depreciation and amortiza-
tion....................... 28,164 23,819 18,304 15,270 11,012
BALANCE SHEET DATA:(1)(2)
Working capital............. $ 87,028 $138,963 $ 85,011 $ 57,387 $ 46,201
Total assets................ 529,460 572,107 425,419 354,693 290,344
Total debt.................. 268,545 251,545 171,450 135,865 96,400
Stockholders' equity........ 131,687 178,996 177,827 163,562 147,061
- --------
(1) During the fourth quarter of 2001, the Company changed the method of
inventory costing from last-in first-out (LIFO) to first-in first-out
(FIFO) for certain inventories.
(2) Purchase price adjustments made in connection with the acquisitions of MTD
Automotive and Dickson Manufacturing Division are reflected in earnings
(loss) per share and balance sheet data for fiscal 2001 and 2000.
14
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The Company is a full service manufacturer of blanks and stamped components
for the automotive and light truck, heavy truck and other industrial markets.
The Company's engineered products include blanks, stamped components and
modular assemblies. The Company also designs, engineers and manufactures
precision tools and dies for the automotive and other industries. In addition,
the Company provides a variety of intermediate steel processing services, such
as oiling, cutting-to-length, slitting and edge trimming of hot and cold-rolled
steel coils for automotive and steel industry customers. In addition, through
its minority-owned investment, VCS LLC, the Company provides the intermediary
steel processing service of pickling. In fiscal 2001, approximately 92.0% of
the Company's revenues were generated by sales to the automotive and light and
heavy truck industries.
The Company's origins date back to 1950 when its predecessor, Shiloh Tool &
Die Mfg. Company, began to design and manufacture precision tools and dies. As
an outgrowth of its precision tool and die expertise, Shiloh Tool & Die Mfg.
Company expanded into blanking and stamping operations in the early 1960's. In
April 1993, Shiloh Industries, Inc. was organized as a Delaware corporation to
serve as a holding company for its operating subsidiaries and in July 1993
completed an initial public offering of Common Stock.
In August 1997, the Company acquired C&H, headquartered in Utica, Michigan.
In October 1997, the Company incorporated Jefferson Blanking, Inc. and
commenced operations at its facility located in Pendergrass, Georgia in July
1998.
On November 1, 1999, the Company acquired MTD Automotive, the automotive
division of MTD Products Inc, headquartered in Cleveland, Ohio. MTD Automotive
is primarily a Tier I supplier and primarily serves the automotive industry by
providing metal stampings and modular assemblies. The aggregate consideration
for the acquisition of MTD Automotive consisted of $20.0 million in cash and
the issuance of 1,428,571 shares of Common Stock to MTD Products, of which
535,714 were contingently returnable at November 1, 1999. In January 2001, the
aggregate consideration was increased based upon the performance of MTD
Automotive during the first twelve months subsequent to closing. Specifically,
the 535,714 contingently returnable shares of Common Stock were not required to
be returned to the Company and the Company issued MTD Products an additional
288,960 shares of Common Stock and the Company's wholly owned subsidiary issued
a note in the aggregate principal amount of $4.0 million. The Company was
guarantor of the note. In addition, in accordance with the Purchase Agreement,
approximately $1.8 million was returned to the Company for settlement of price
concessions and capital expenditure reimbursements relating to fiscal 2000.
These adjustments were reflected in the Company's financial statements for the
year ended October 31, 2000 as adjustments to the purchase price payable under
the terms of the Purchase Agreement. During fiscal 2001, MTD Products forgave
all interest relating to the note through October 31, 2001 in the aggregate
amount of $0.3 million. The Company satisfied all of its remaining obligations
under the note by issuing to MTD Products 42,780 shares of Series A Preferred
Stock in accordance with an amendment to the Purchase Agreement, which was
entered into as of December 31, 2001. The shares of Series A Preferred Stock
were issued in January 2002. In October 2001, the Company resolved a
contingency in the Purchase Agreement related to price concessions for
approximately $1.3 million. This additional reduction to the purchase price was
recorded by reducing the value originally assigned to fixed assets and
establishing an accounts receivable as of October 31, 2001. Also, in accordance
with the Purchase Agreement, the purchase price may be adjusted at the end of
fiscal 2002 upon resolution of a final contingency.
In July 2000, the Company announced that it would seek strategic
alternatives for two of its tool and die facilities, C&H and Canton Die
Division, and one of its steel processing facilities, Valley City Steel. In
October 2000, the Company closed C&H and transferred certain of its assets to
other Shiloh locations. During the fourth quarter of fiscal 2000, the Company
recorded a pre-tax asset impairment charge of $6.5 million to write down
certain long-lived assets to be disposed of. In addition, during the fourth
quarter of fiscal 2000, the Company
15
recorded a pre-tax restructuring charge of $1.2 million associated with the
closing of this facility. In October 2001, the Company recorded an additional
pre-tax asset impairment charge of $0.3 million to write down long-lived assets
to their current estimated fair value.
As of October 31, 2000, the Company anticipated selling the net assets of
Canton Die Division for $11.8 million, recorded a pre-tax asset impairment
charge of $12.8 million, and had classified these assets as held for sale. The
Company was unable to sell these assets during fiscal 2001; therefore, in
October 2001, the decision was made to cease operations at Canton Die Division
during fiscal 2002. As the Company currently does not have a specific plan for
these assets, the assets are no longer classified as held for sale as of
October 31, 2001. Certain assets of Canton Die Division may be transferred to
other Shiloh locations or may be sold. During fiscal 2001, the Company recorded
an additional pre-tax asset impairment charge of $1.5 million and a pre-tax
restructuring charge of $0.4 million associated with the shutdown of this
facility. The impairment charge was primarily taken to write down the long-
lived assets to their current estimated fair value.
On July 31, 2001, the Company completed the sale of certain assets and
liabilities of its Valley City Steel division to Viking for $12.4 million. In
connection with this transaction, the Company and Viking formed VCS LLC in
which the Company owns a minority interest (49%) in the new entity and Viking
owns a majority interest (51%). Viking contributed the assets purchased to the
joint venture. The Company also contributed certain other assets and
liabilities of Valley City Steel to the joint venture. The Company retained
ownership of the land and building where the joint venture conducts its
operations and leases these facilities to the joint venture. As of September 1,
2002 and on the first day of every month thereafter, the Company has the right
to require VCS LLC to repurchase its interest at a put purchase price as
defined in the operating agreement. In addition, as of September 1, 2002 and on
the first day of every month thereafter, both the Company and Viking have the
right to purchase the others interest at a call purchase price as defined in
the operating agreement. The land and building leased by VCS LLC and owned by
the Company secures debt incurred by VCS LLC. Once the debt matures in August
2003 and is discharged and released, the Company's ownership interest in VCS
LLC will be reduced to 40% and Viking's interest will be increased to 60%. The
new entity continues to supply steel processing services to the Company. As a
result of the transaction changing from a 100% sale to a partial sale in fiscal
2001, the Company reduced its estimated asset impairment loss by $11.7 million.
In July 2000, the Company commenced operations of Saltillo Welded Blank
Division. On August 29, 2000, the Company acquired substantially all the assets
of A.G. Simpson (Tennessee), Inc., d.b.a. Dickson Manufacturing Division, for
approximately $49.2 million, including approximately $1.2 million in
acquisition costs. In January 2001, certain purchase price adjustments were
made pursuant to the terms of the purchase agreement in which approximately
$4.5 million was released from escrow and returned to the Company. For
accounting purposes, these adjustments were reflected in the Company's
financial statements for the year ended October 31, 2000.
On July 31, 2001, the Company completed the sale of building, land and
certain other assets of the Wellington Die Division for $3.5 million in cash
resulting in a pre-tax loss of $1.0 million. In addition, the Company recorded
a pre-tax asset impairment charge of $2.2 million associated with the remaining
assets of this facility and a restructuring charge of $0.2 million. The
remaining operations at Wellington Die Division were transferred to Wellington
Stamping Division in the first quarter of fiscal 2002.
In September 2001, the decision was made to cease operations at Romulus
Blanking Division during fiscal 2002. During the fourth quarter of fiscal 2001,
the Company recorded a pre-tax asset impairment charge of $5.8 million to write
down certain assets to their estimated fair value. In addition, the Company
recorded a pre-tax restructuring charge of $0.4 million associated with the
closing of this facility. As of October 31, 2001, the Company has classified
$7.5 million of real property and certain machinery and equipment at this
facility as assets held for sale. The remaining assets will be sold or
transferred to other operations within the Company.
During the fourth quarter of fiscal 2001, the Company recorded restructuring
charges of $0.5 million associated with a reduction in its salaried workforce.
During the fourth quarter of fiscal 2001, the Company changed its method of
inventory costing from last-in first-out ("LIFO") to first-in first-out
("FIFO") for certain inventories. Prior periods have been restated to
16
reflect this change. The method was changed because the Company's steel
inventory has experienced declines in costs due to supply and demand in the
market place and many of the Company's peer group currently use the FIFO
method of inventory costing. Furthermore, the majority of the Company's
inventory is currently recorded using the FIFO method; therefore, the change
will provide for greater consistency in the accounting policies of the Company
and will also provide a better matching of revenue and expenses. The change
increased net loss in fiscal 2001 by $0.6 million or $.04 per share and $0.5
million or $.03 per share in 2000 and decreased net income by $1.0 million or
$.08 per share in 1999, and increased retained earnings for years prior to
1999 by $0.7 million.
In analyzing the financial aspects of the Company's operations, you should
consider the following factors.
Plant utilization levels are very important to profitability because of the
capital-intensive nature of these operations. Because the Company performs a
number of different operations, it is not meaningful to analyze simply the
total tons of steel processed. For example, blanking and stamping involve more
operational processes, from the design and manufacture of tools and dies to
the production and packaging of the final product, than the Company's other
services and therefore generally have higher margins.
A portion of the Company's steel processing and blanking products and
services is provided to customers on a toll processing basis. Under these
arrangements, the Company charges a tolling fee for the operations that it
performs without acquiring ownership of the steel and being burdened with the
attendant costs of ownership and risk of loss. Although the proportion of tons
of steel which the Company uses or processes that is directly owned as
compared to toll processed may fluctuate from quarter to quarter depending on
customers' needs, the Company estimates that of total tons used or processed
in its operations, approximately 67.1% in 2001, 75.9% in 2000 and 85.6% in
1999 were used or processed on a toll processing basis, excluding tons from
which the Company receives a storage fee, approximately 61.0% in 2001, 72.5%
in 2000 and 82.9% in 1999 were used or processed on a toll processing basis.
Revenues from toll processing as a percent of total revenues were
approximately 13.2% in 2001, 16.5% in 2000, and 27.6% in 1999. Revenues from
operations involving directly owned steel include a component of raw material
cost whereas toll processing revenues do not. Consequently, toll processing
generally results in lower revenue, but higher gross margin, than directly
owned steel processing. Therefore, an increase in the proportion of total
revenues attributable to directly owned steel processing may result in higher
revenues but lower gross margins. The Company's stamping operations generally
use more directly owned steel than its other operations.
Changes in the price of scrap steel can have a significant effect on the
Company's results of operations because substantially all of its operations
generate engineered scrap steel. Engineered scrap steel is a planned by-
product of the Company's processing operations. Changes in the price of steel,
however, also can impact the Company's results of operations because raw
material costs are by far the largest component of cost of sales in processing
directly owned steel. The Company actively manages its exposure to changes in
the price of steel, and, in most instances, passes along the rising price of
steel to its customers. At times, however, the Company has been unable to do
so.
Over the last several years, the Company's results of operations have been
adversely affected by a large number of facility expansions and start-up
operations in recent periods, such as Saltillo Welded Blank Division and Ohio
Welded Blank Division, an expansion facility of Medina Blanking, Inc.
Operations at expanded and new facilities are typically less efficient than
established operations due to the implementation of new production processes.
In addition, the Company depends on customers to implement their purchase
programs in a timely manner, which affects the Company's ability to achieve
satisfactory plant utilization rates. When the customers fail to implement
their programs in a timely manner, the Company's results are negatively
impacted. In the Company's experience, operations at expanded or new
facilities may be adversely impacted by the above factors for several periods.
In addition, during the last two fiscal years, the Company's results of
operations have been adversely impacted as a result of the shutdown and sale
of certain operations. During a shutdown, the Company typically continues to
incur certain fixed costs, such as overhead related expenses, while also
experiencing a diversion of certain resources, such as management-related
resources.
17
The Company continues to maintain a customer/vendor relationship with LTV
Steel Company ("LTV") with respect to purchasing processed steel from LTV's
remaining inventory. In December 2000, LTV filed for bankruptcy protection
under Title 11 of the United States Code. In December 2001, LTV was granted
permission to liquidate assets under Title 7 of the United States Code. The
Company's exposure to pre-petition and post-petition matters with LTV has been
mitigated where appropriate and existing reserves are maintained to further
reduce this exposure. The Company does not believe its exposure related to LTV,
or other customers, will have a material adverse effect on the Company's
financial results.
In August 2001, Statement of Financial Accounting Standards ("SFAS") No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" was issued
effective for all fiscal years beginning after December 15, 2001 with early
application encouraged. This Statement, which supersedes certain aspects of
SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of", addresses implementation issues associated
with SFAS No. 121 and improves financial reporting by establishing one
accounting model for long-lived assets to be disposed of by sale. The adoption
of SFAS No. 144 is not expected to have a material effect on the Company's
financial statements.
In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
effective for all fiscal quarters of fiscal years beginning after December 15,
2001 with earlier application permitted. This Statement establishes criteria
for the recognition of intangible assets and their useful lives. It also
results in companies ceasing the amortization of goodwill and requires
companies to test goodwill for impairment on an annual basis. The Company is
required to adopt SFAS No. 142 as of November 1, 2002. The Company is currently
evaluating the impact that SFAS No. 142 will have on its financial condition
and results of operations. The Company expects that it will no longer record
$0.1 million of amortization associated with its $3.1 million of existing
goodwill. The Company does not have any intangible assets impacted by SFAS No.
142.
Effective November 1, 2000, the Company adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities," as amended. The adoption of
SFAS No. 133 did not have a material effect on the Company's financial
statements.
Results Of Operations
The following table sets forth statement of operations data of the Company
expressed as a percentage of revenues for the periods indicated:
Years Ended
October 31,
---------------------
2001 2000 1999
----- ----- -----
Revenues.............................................. 100.0% 100.0% 100.0%
Cost of sales......................................... 94.9 87.0 82.7
----- ----- -----
Gross profit.......................................... 5.1 13.0 17.3
Selling, general and administrative expense........... 9.6 8.8 8.9
Asset impairment charges (recovery)................... (.2) 5.2 --
Restructuring charges................................. .2 .2 --
----- ----- -----
Operating income (loss)............................... (4.5) (1.2) 8.4
Interest expense...................................... 3.2 2.4 2.1
Interest income....................................... * * *
Minority interest..................................... -- -- .1
Other income (expense), net........................... (.4) .2 *
----- ----- -----
Income (loss) before taxes............................ (8.0) (3.4) 6.5
Provision (benefit) for income taxes.................. (2.6) (1.3) 2.5
----- ----- -----
Net income (loss)................................... (5.4)% (2.1)% 4.0%
===== ===== =====
- --------
* Indicates that amounts are greater than 0.0 percent but less than 0.1
percent.
18
Year Ended October 31, 2001 Compared to Year Ended October 31, 2000
Revenues. Revenues increased by $31.7 million, or 5.0%, to $662.4 million
for the year ended October 31, 2001 from $630.8 million for the comparable
period in 2000. The increase in revenues is primarily due to Saltillo Welded
Blank Division and Dickson Manufacturing Division being included in the
operational results for an entire year and increased revenues at Ohio Welded
Blank Division. The increases at Ohio Welded Blank Division are primarily a
result of increases in production at this facility as a result of increased
demand related to sport utility platforms on which the Company supplies certain
parts. The increases at these locations were partially off-set by the overall
slow down in the automotive and light truck and heavy truck markets. In
addition, the increase in revenues was partially offset as a result of the loss
of revenue with respect to the sale of Valley City Steel on July 31, 2001. The
percentage of revenues from directly owned steel processed was 86.8% for fiscal
2001 compared to 83.5% for fiscal 2000. Revenues from the toll processed steel
were 13.2% for fiscal 2001 compared to 16.5% for fiscal 2000. This shift in the
mix of revenue from toll processing to directly owned steel processing is the
result of the continued increase in revenue from automotive customers at
Saltillo Welded Blank Division, Dickson Manufacturing Division and Ohio Welded
Blank Division, which primarily use directly owned steel. In addition, scrap
revenue decreased $4.5 million for fiscal 2001 both as a result of a decrease
in the average scrap price per gross ton and a decrease in scrap volume as a
result of a decrease in the total tons used or processed by the Company.
Gross Profit. Gross profit decreased by $48.6 million, or 59.2%, to $33.5
million for fiscal 2001 from $82.1 million for the comparable period in 2000.
Gross margin decreased to 5.1% in fiscal 2001 from 13.0% for the comparable
period in 2000. The significant decrease in gross profit and gross margin is
primarily related to the decrease in revenues in the automotive and heavy truck
markets not absorbing related fixed costs and the shift in the mix of revenue
from toll processing to directly owned steel. In addition, lower gross margin
and lower gross profit were experienced at Cleveland Die Division, Canton Die
Division and Wellington Die Division as a result of the softening in the tool
and die business and, with respect to results for the first nine months of
fiscal 2001, at Valley City Steel as a result of the weakened steel industry.
Selling, General And Administrative Expenses. Selling, general and
administrative expenses increased by $7.6 million, or 13.7%, to $63.3 million
in fiscal 2001 from $55.7 million in fiscal 2000. As a percentage of revenues,
these expenses increased to 9.6% for fiscal 2001 from 8.8% for fiscal 2000. The
increase in both dollars and percentage was primarily the result of bad debt
expense relating to certain steel industry customers, who are currently in
bankruptcy proceedings, and automotive industry customers, the inclusion of
Saltillo Welded Blank Division and Dickson Manufacturing Division and increases
at Ohio Welded Blank Division. The increase was partially off-set by the
closing of C&H in October 2000 and the sale of Valley City Steel in July 2001.
Other. The Company recognized an asset impairment recovery of $1.9 million
for fiscal 2001 compared to an asset impairment charge of $33.2 million in
fiscal 2000. The fiscal 2001 asset impairment recovery resulted from a reversal
of the estimated loss associated with the sale of assets of Valley City Steel
Company being held for sale offset by asset impairment charges resulting from
the closings of Romulus Blanking Division, Wellington Die Division and Canton
Die Division. In addition, a restructuring charge of $1.4 million was
recognized for fiscal 2001 compared to a $1.2 million restructuring charge in
fiscal 2000. The fiscal 2001 restructuring charge resulted from the closings of
Romulus Blanking Division, Wellington Die Division, C&H and Canton Die Division
and severance expenses related to a salaried workforce reduction. Interest
expense increased to $21.2 million in fiscal 2001 from $15.4 million for the
comparable period in fiscal 2000 due primarily to increased average borrowings
outstanding for the purchase of Dickson Manufacturing Division, capital
expansion at Saltillo Welded Blank Division and other capital expenditures made
during fiscal 2000 and fiscal 2001. Interest expense of approximately $1.2
million relating to expansion of Ohio Welded Blank Division, the addition of
Saltillo Welded Blank Division facility and new equipment at Dickson
Manufacturing Division was capitalized in fiscal 2001. Other expense of $2.4
million for fiscal 2001 decreased from other income of $1.5 million in fiscal
2000 due primarily to loss on sale of assets at Wellington Die Division and C&H
in fiscal 2001, which was partially offset by the gain on the Company jet of
$1.2 million in fiscal 2000. The income tax benefit was $17.3 million in fiscal
2001 compared to $8.8 million in fiscal 2000, representing effective tax rates
of 32.7% and 40.3%, respectively.
19
Net Income (Loss). The net loss for fiscal 2001 of $35.5 million was $22.5
million greater than the net loss of $13.0 million for the comparable period in
fiscal 2000. The increase in the net loss was substantially the result of
decreases in revenues in the automotive and heavy truck markets not absorbing
related fixed costs and the shift in the mix of revenue from toll processing to
directly owned steel, which was partially offset by a significant reduction in
asset impairment charges (recovery) in fiscal 2001 compared to fiscal 2000.
Year Ended October 31, 2000 Compared To Year Ended October 31, 1999
Revenues. Revenues increased by $276.5 million, or 78.1%, to $630.8 million
for the year ended October 31, 2000 from $354.2 million for the comparable
period in 1999. The increase in revenues is primarily due to the inclusion of
MTD Automotive and Ohio Welded Blank Division. MTD Automotive was acquired on
November 1, 1999 and accounted for $207.1 million, or 74.9% of the revenue
increase in fiscal 2000 as compared to fiscal 1999. Ohio Welded Blank Division,
dedicated to engineered welded blanks for the automotive sector, became
operational on November 1, 1999 and accounted for $60.0 million, or 21.7% of
the revenue increase in fiscal 2000 as compared to fiscal 1999. In addition, in
fiscal 2000, scrap revenue increased $6.9 million as a result of (1) an
increase in the average scrap price per gross ton and (2) an increase in scrap
volume, primarily as a result of the inclusion of MTD Automotive and Ohio
Welded Blank Division. Excluding MTD Automotive and Ohio Welded Blank Division,
scrap sales increased $4.1 million in fiscal 2000 as compared to fiscal 1999.
The percentage of revenues from directly owned steel processed was 83.5% for
fiscal 2000 compared to 72.4% for fiscal 1999. Revenues from the toll processed
steel were 16.5% for fiscal 2000 compared to 27.6% for fiscal 1999. This shift
in the mix of revenue from toll processing to directly owned steel primarily
resulted from the addition of MTD Automotive and Ohio Welded Blank Division,
which derived substantial revenue from directly owned steel.
Gross Profit. Gross profit increased by $20.8 million, or 34.0%, to $82.1
million for fiscal 2000 from $61.3 million for the comparable period in 1999.
Gross margin decreased to 13.0% in fiscal 2000 from 17.3% for the comparable
period in 1999. The increase in gross profit is primarily related to the
acquisition of MTD Automotive, which has historically generated lower gross
margins than the historical results of the Company's existing operations. The
decline in gross margin is primarily a result of the addition of MTD Automotive
and Ohio Welded Blank Division, which derive substantial revenue from sales of
directly owned steel which results in higher revenues but lower gross margins.
In addition, lower gross margin and lower gross profit were experienced at
Canton Die Division and C&H as a result of the softening in the tool and die
business and at Valley City Steel as a result of the weakening steel industry.
Excluding MTD Automotive, Ohio Welded Blank Division, Canton Die Division, C&H
and Valley City Steel, gross profit decreased by $2.7 million and gross margin
increased to 19.7% for fiscal 2000.
Selling, General And Administrative Expenses. Selling, general and
administrative expenses increased by $24.3 million, or 77.2%, to $55.7 million
in fiscal 2000 from $31.4 million in fiscal 1999. As a percentage of revenues,
these expenses decreased slightly to 8.8% for fiscal 2000 from 8.9% for fiscal
1999. The largest component of the increase, in dollars, arose principally from
the addition of MTD Automotive and Ohio Welded Blank Division. Excluding MTD
Automotive and Ohio Welded Blank Division, selling, general and administrative
expenses increased $14.2 million from fiscal 1999 and as a percentage of
revenues increased to 12.6% from fiscal 1999. Additional increases are the
result of: the addition of corporate personnel and related costs, a bad debt
write-off relating to one customer, increased depreciation on the new business
system software, write-off of costs relating to the high yield bond offering
that was terminated during the fourth quarter of fiscal 2000, administrative
expenses relating to Dickson Manufacturing Division, acquired in August 2000
and administrative expenses for the start-up of the Saltillo Welded Blank
Division.
Other. The Company recognized a one-time asset impairment charge of $33.2
million relating to assets held for sale at Canton Die Division and Valley City
Steel as well as a one time charge of $1.2 million for restructuring related to
the closing of C&H. Interest expense increased to $15.4 million in fiscal 2000
from $7.5 million for the comparable period in fiscal 1999 due primarily to
increased average borrowings during fiscal 2000 that were primarily incurred in
connection with acquisitions and capital expenditures made during
20
fiscal 1999 and fiscal 2000. Interest expense of approximately $2.6 million
relating to expansion of several facilities was capitalized in fiscal 2000. The
income tax benefit was $8.8 million in fiscal 2000 compared with a provision
for income tax of $8.7 million in fiscal 1999, representing effective tax rates
of 40.3% and 37.9%, respectively.
Net Income (Loss). Net income for fiscal 1999 decreased by $27.3 million to
a net loss of $13.0 million for fiscal 2000. This decrease was substantially
the result of the asset impairment charge and restructuring charge.
Liquidity And Capital Resources
At October 31, 2001, the Company had $87.0 million of working capital,
representing a current ratio of 1.9 to 1 and debt to total capitalization of
67.1%.
Net cash provided by operating activities is primarily generated from
operations of the Company plus non-cash charges for depreciation and
amortization, which because of the capital intensive nature of the Company's
business, are substantial. Net cash provided by operating activities for 2001
was $4.2 million as compared to $44.0 million for the comparable period in
fiscal 2000. Fluctuations in working capital and operating losses were the
primary factors causing the decrease in net cash provided by operations from
fiscal 2000 to fiscal 2001. Net cash provided by operating activities has
historically been used by the Company to fund a portion of its capital
expenditures.
Net cash used in investing activities for fiscal 2001 was $18.7 million
compared to $137.0 million for the comparable period in fiscal 2000. The
primary reasons for the decrease are the result of no acquisitions occurring in
fiscal 2001, a reduction in capital expenditures offset by proceeds received
primarily from the sale of assets of Valley City Steel and Wellington Die
Division. Net cash provided by financing activities was $18.1 million in fiscal
2001 compared to $92.6 million in fiscal 2000. The primary reason for the
decrease in fiscal 2001 compared to fiscal 2000 relates to decreased capital
spending, decreased acquisition activity and proceeds from asset sales.
The Company's estimated capital expenditures for fiscal 2002 are
approximately $25.0 million. The capital expenditures in fiscal 2002 are
anticipated to be primarily for support of new business, expected increases in
existing business and to enhance productivity.
Capital expenditures, excluding acquisitions, were $41.2 million during the
year ended October 31, 2001 and $66.2 million during fiscal 2000. The capital
expenditures made during 2001 were primarily for expansions of existing
facilities of approximately $34.1 million, as well as sustaining capital
expenditures of approximately $7.1 million.
On August 11, 2000, the Company entered into a credit agreement with JP
Morgan Chase, formerly The Chase Manhattan Bank, as administrative agent for a
group of lenders, which replaced the KeyBank Agreement with KeyBank NA as agent
for a group of lenders. The credit agreement had an original commitment of
$300.0 million and expired in August 2005. All amounts outstanding under the
KeyBank Agreement were refinanced and all existing obligations under the
KeyBank Agreement were terminated. As a result of the refinancing, the Company
capitalized deferred financing costs of $1.5 million associated with the new
Chase Manhattan credit agreement in the fourth quarter of fiscal 2000, which is
being amortized over the term of the debt.
Under the credit agreement, the Company has the option to select the
applicable interest rate at the alternative base rate ("ABR"), as defined in
the credit agreement to be the greater of the prime rate in effect on such day
and the federal funds effective rate in effect on such day plus half of 1%, or
the LIBOR rate plus a factor determined by a pricing matrix (ranging from 0.5%
to 1.5% for the ABR and ranging from 1.5% to 2.5% for the LIBOR rate) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
21
On May 10, 2001, the Company amended the credit agreement primarily to
change the covenant thresholds. This amendment also provided that, among other
things, upon the sale of Valley City Steel, the amount of availability under
the credit agreement would decrease by $10.0 million. In addition this
amendment increased the pricing matrix such that the ABR factor ranges from
1.25% to 2.5% and the LIBOR factor ranges from 2.25% to 3.5%. The factor as
determined by the pricing matrix was 3.5% as of October 31, 2001 and 2.0% as of
October 31, 2000. As a result of this amendment, the Company capitalized
deferred financing costs of $0.8 million which are being amortized over the
remaining term of the debt.
The terms of the credit agreement also require an annual commitment fee
based on the amount of unused commitments under the credit agreement and a
factor determined by a pricing matrix (ranging from 0.375% to 0.5%) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
The credit agreement also provides for the incurrence of debt under standby
letters of credit and for the advancement of funds under a discretionary line
of credit. The maximum amount of debt that may be incurred under each of these
sources of funds is $15.0 million. Total availability at October 31, 2001 under
the Company's credit agreement was $290.0 million, of which $23.5 million was
unused. The interest rate at October 31, 2001 and 2000 was 5.875% and 8.625%,
respectively.
The credit agreement is collateralized by an interest in all of the
Company's and its wholly owned domestic subsidiaries' cash and cash accounts,
accounts receivable, inventory, mortgages on certain owned real property and
equipment, excluding fixtures and general intangibles such as patents,
trademarks and copyrights.
The credit agreement includes, without limitation, covenants involving
minimum interest coverage, minimum tangible net worth coverage and a minimum
leverage ratio. In addition, the credit agreement limits the incurrence of
additional indebtedness, capital expenditures, investments, dividends,
transactions with affiliates, asset sales, leaseback transactions,
acquisitions, prepayments of other debt, hedging agreements and liens and
encumbrances and certain transactions resulting in a change of control. As of
October 31, 2001, the Company was not in compliance with its debt covenants
under the credit agreement.
On January 25, 2002, the Company's lenders consented to further amend the
credit agreement. The amended and restated credit agreement was executed as of
February 12, 2002. Significant provisions of the amendment and restatement
include an increase in the pricing matrix such that the ABR factor ranges from
1.5% to 3.0% and the LIBOR factor ranges form 2.5% to 4.0%. In addition, the
amended and restated credit agreement expires on April 30, 2004. The Company is
required to obtain within 90 days of execution of the amendment and restatement
$8.0 million in additional liquidity. This liquidity will be generated through
certain transactions to be entered into with related parties and includes (1)
the sale of certain machinery and equipment for $6.5 million, (2) payment of
$1.0 million associated with a three year supply arrangement and (3) the
issuance of two 9.0% promissory notes due May 1, 2004 in the aggregate
principal of $0.5 million. In addition, the Company also has satisfied its
requirement to generate approximately $12.0 million of additional liquidity, as
defined in the amended and restated credit agreement, during the first quarter
of fiscal 2002. Net proceeds from the sale, transfer, lease or other
disposition of certain assets by the Company are required to be used to prepay
outstanding debt, which will reduce the total commitment under the amended and
restated credit agreement by the amount equal to such prepayment. Certain
additional changes to covenant thresholds and additional reporting requirements
were instituted in accordance with the amended and restated credit agreement,
such as capital expenditures for the Company are limited to $29.1 million for
the fiscal year ending October 31, 2002 and the Company is required to achieve
earnings before interest, taxes, depreciation and amortization ("EBITDA") of
$24.3 million for the year ending October 31, 2002. In connection with such
amendment and restatement, the Company is required to pay an amendment fee to
each lender equal to .25% of the aggregate amount of such lender's commitment.
In addition, JP Morgan Chase received an arrangement fee of $0.2 million. Under
the terms of the amended and restated credit agreement, the Company would have
been in compliance with its covenants as of October 31, 2001. The Company is
currently in compliance with its covenants under the amended and restated
credit agreement.
On January 22, 2001, the Company's wholly-owned subsidiary, MTD Automotive,
executed a note in the aggregate principal amount of approximately $4.0 million
in favor of MTD Products Inc as partial payment of
22
the additional consideration owed to MTD Products based on the performance of
MTD Automotive for the first twelve months subsequent to consummation of such
acquisition. Specifically, aggregate consideration increased in that the
535,714 contingently returnable shares of Common Stock were not required to be
returned to the Company, the Company issued MTD Products an additional 288,960
shares of Common Stock and the note was issued to MTD Products Inc. These
adjustments were reflected in the Company's financial statements for the year
ended October 31, 2000 as adjustments to the purchase price payable under the
terms of the Purchase Agreement. During fiscal 2001, MTD Products forgave all
interest relating to the note through October 31, 2001 in the aggregate amount
of $0.3 million. The Company satisfied all of its remaining obligations under
the note by issuing to MTD Products 42,780 shares of Series A Preferred Stock
in accordance with an amendment to the Purchase Agreement, which was entered
into as of December 31, 2001. The shares of Series A Preferred Stock were
issued in January 2002.
In January 2001, due to certain purchase price adjustments made pursuant to
the Asset Purchase Agreement, dated July 18, 2000, by and between the Company
and Dickson Manufacturing Division, approximately $4.5 million was released
from escrow and returned to the Company. For accounting purposes, these
adjustments were reflected in the Company's financial statements for the year
ended October 31, 2000.
In February 2001, the Company terminated its demand promissory note as of
December 6, 1996 in favor of The Richland Bank in the aggregate principal
amount of $4.0 million.
On July 31, 2001, the Company repaid the $5.4 million Medina County, Ohio
variable rate industrial revenue bonds in connection with the sale of certain
assets of Valley City Steel. These variable rate industrial revenue bonds due
in 2010 had been issued in March 1995 by Medina County, Ohio on behalf of the
Company for an aggregate of $5.4 million in principal amount. These bonds had
been secured by a letter of credit.
On July 31, 2001, the Company completed the sale of certain assets and
liabilities of its Valley City Steel division to Viking for $12.4 million. In
connection with this transaction, the Company and Viking formed VCS LLC in
which the Company owns a minority interest (49%) in the new entity and Viking
owns a majority interest (51%). Viking contributed the assets purchased to the
joint venture. The Company also contributed certain other assets and
liabilities of Valley City Steel to the joint venture. The Company retained
ownership of the land and building where the operations of the joint venture
take place, and leases these to the joint venture. The new entity continues to
supply steel processing services to the Company. The land and building leased
by VCS LLC and owned by the Company secures debt incurred by VCS LLC. Once the
debt matures in August 2003 and is discharged and released, the Company's
ownership interest in VCS LLC will be reduced to 40% and Viking's interest will
be increased to 60%. As a result of the transaction changing from a 100% sale
to a partial sale in fiscal 2001, the Company reduced its estimated asset
impairment loss by $11.7 million.
On July 31, 2001, the Company completed the sale of building, land and
certain other assets of the Wellington Die Division for $3.5 million in cash
resulting in a pre-tax loss of $1.0 million. In addition, The Company recorded
a pre-tax asset impairment charge of $2.2 million associated with the remaining
assets of this facility and a restructuring charge of $0.2 million. The
remaining operations at Wellington Die Division were transferred to Wellington
Stamping Division in the first quarter of fiscal 2002.
The Company continues to maintain a customer/vendor relationship with LTV
with respect to purchasing processed steel from LTV's remaining inventory. In
December 2000, LTV filed for bankruptcy protection under Title 11 of the United
States Code. In December 2001, LTV was granted permission to liquidate assets
under Chapter 7 of the United States Code. The Company's exposure to pre-
petition and post-petition matters with LTV has been mitigated where
appropriate and existing reserves are maintained to further reduce this
exposure. The Company does not believe its exposure related to LTV, or other
customers, will have a material adverse effect on the Company's business,
financial condition or results of operations.
During 2001, the Company was unable to sell the net assets of Canton Die
Division. In October 2001, the decision was made that operations at this
facility would cease during fiscal 2002. The Company recorded a pre-tax asset
impairment charge of $1.5 million and a pre-tax restructuring charge of $0.4
million associated with the shutdown of this facility. The impairment charge
was primarily taken to write down the long-lived assets to their current
estimated fair value.
23
In September 2001, the decision was made to cease operations at the Romulus
Blanking Division during fiscal 2002. During the fourth quarter ended October
31, 2001, the Company recorded a pre-tax asset impairment charge of $5.8
million to write-down certain assets to their estimated fair value. Fair value
was primarily based on appraisal values. Actual sale value may differ
significantly from such estimates. In addition, the Company recorded a pre-tax
restructuring charge of $0.4 million associated with the closing of the Romulus
Blanking Division. The Company has classified $7.5 million of real property and
certain machinery and equipment, which it intends to sell during fiscal 2002,
as Net Assets Held for Sale as of October 31, 2001.
During the fourth quarter of fiscal 2001, the Company recorded restructuring
charges of $0.5 million associated with a reduction in its salaried workforce.
The Company from time to time is involved in various stages of discussion or
negotiation regarding other acquisitions, dispositions and other such
transactions and strategic alternatives. There is no assurance that any such
sale or strategic or other alternative will be consummated.
The Company is involved in various lawsuits arising in the ordinary course
of business. In management's opinion, the outcome of these matters will not
have a material adverse effect on the Company's financial condition, results of
operations or cash flows.
The Company believes that it has sufficient resources available to meet the
Company's cash requirements through at least the next twelve months. The
Company believes that it can adequately fund its cash needs for the foreseeable
future through borrowings under the amended credit agreement and cash generated
from operations. In addition, the Company anticipates improving its cash
position by accelerating receipt of payments from certain customers, obtaining
tax refunds from federal and state government, reducing inventory levels and
through the sale of certain plant, property and equipment. The Company's
capital requirements will depend on and could increase as a result of many
factors, including, but not limited to, the ability of the Company to
accomplish its strategic objectives, further downturns in the automotive and
light truck and heavy industries and in the economy in general.
Effect Of Inflation
Inflation generally affects the Company by increasing the interest expense
of floating rate indebtedness and by increasing the cost of labor, equipment
and raw materials. The general level of inflation has not had a material effect
on the Company's financial results.
Euro
On January 1, 1999, eleven of the fifteen countries (the "Participating
Countries") that are members of the European Union established a new uniform
currency known as the "Euro." The currency existing prior to such date in the
Participating Countries was phased out, effective January 1, 2002. Because the
Company has no European operations and no material European sales, the Company
does not anticipate that the introduction and use of the Euro will materially
affect the Company's business, prospects, results of operations or financial
condition.
Outlook
The statements contained in this Annual Report of Form 10-K that are not
historical facts are forward-looking statements. These forward-looking
statements are subject to certain risks and uncertainties with respect to the
Company's operations in fiscal 2001 as well as over the long term such as,
without limitation, (i) the Company's dependence on the automotive and light
truck and heavy truck industries, which are highly cyclical, the dependence of
the automotive and light truck industry on consumer spending, which is subject
to the impact of domestic and international economic conditions and regulations
and policies regarding international trade, (ii) the ability of the Company to
accomplish its strategic objectives with respect to external expansion
24
through selective acquisitions and internal expansion, (iii) increases in the
price of, or limitations on the availability of steel, the Company's primary
raw material, or decreases in the price of scrap steel (iv) risks associated
with integrating operations of acquired companies, (v) potential disruptions or
inefficiencies in operations due to or during facility expansions or start-up
facilities, (vi) risks related to conducting operations in a foreign country,
(vii) risks related to labor relations, labor expenses or work stoppages
involving the Company, its customers or suppliers or (viii) changes in the
estimated sale prices of assets held for sale. 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 the filing of this Annual
Report on Form 10-K. 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 disclosure 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.
Item 7A. Quantitative And Qualitative Disclosures About Market Risk
The Company's major market risk exposure is primarily due to possible
fluctuations in interest rates as they relate to its variable rate debt. The
Company does not enter into derivative financial investments for trading or
speculation purposes. As a result, the Company believes that its market risk
exposure is not material to the Company's financial position, liquidity or
results of operations.
25
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants........................................ 27
Consolidated Balance Sheets at October 31, 2001 and 2000................. 28
Consolidated Statements of Operations for the three years ended October
31, 2001................................................................ 29
Consolidated Statements of Cash Flows for the three years ended October
31, 2001................................................................ 30
Consolidated Statements of Stockholders' Equity for the three years ended
October 31, 2001........................................................ 31
Notes to Consolidated Financial Statements............................... 32
Financial Statement Schedule for the three years ended October 31, 2001 is
included in Item 14 of this Annual Report of Form 10-K.
II--Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
26
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Shiloh Industries, Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Shiloh Industries, Inc. and its subsidiaries at October 31, 2001
and 2000 and the results of their operations and their cash flows for each of
the three years in the period ended October 31, 2001 in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
As discussed in Notes 2 and 6 to the consolidated financial statements, the
Company changed its method of accounting for certain inventories in 2001.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 12, 2002
27
SHILOH INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
October 31,
--------------------------
2001 2000
------------ ------------
ASSETS:
Cash and cash equivalents.......................... $ 4,715,384 $ 1,172,597
Accounts receivable, net........................... 95,172,408 127,572,671
Income tax receivable.............................. 2,713,969 1,346,659
Inventories, net................................... 58,350,213 67,733,557
Net assets held for sale........................... 7,499,946 32,705,765
Deferred income taxes.............................. 11,535,482 13,980,429
Prepaid expenses................................... 3,237,120 5,039,467
------------ ------------
Total current assets........................... 183,224,522 249,551,145
------------ ------------
Property, plant and equipment, net................. 315,284,720 308,315,249
Goodwill, net...................................... 3,143,500 3,793,616
Investment and advances to affiliate............... 12,273,888 --
Other assets....................................... 15,533,845 10,447,412
------------ ------------
Total assets................................... $529,460,475 $572,107,422
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable................................... $ 78,753,589 $ 89,615,428
Advanced billings.................................. 382,120 580,758
Other accrued expenses............................. 17,060,767 20,391,366
------------ ------------
Total current liabilities...................... 96,196,476 110,587,552
------------ ------------
Long-term debt..................................... 268,545,392 251,545,392
Deferred income taxes.............................. 125,777 22,883,801
Long-term benefit liabilities...................... 31,096,229 6,296,336
Other liabilities.................................. 1,809,601 1,798,526
------------ ------------
Total liabilities.............................. 397,773,475 393,111,607
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 per share; 5,000,000 shares
authorized and unissued......................... -- --
Common stock, par value $.01 per share;
25,000,000 shares authorized; 14,798,094 shares
issued and outstanding at October 31, 2001 and
2000, respectively.............................. 147,980 147,980
Paid-in capital.................................. 53,924,048 53,924,048
Retained earnings................................ 89,783,206 125,265,330
Other comprehensive loss......................... (12,168,234) (341,543)
------------ ------------
Total stockholders' equity..................... 131,687,000 178,995,815
------------ ------------
Total liabilities and stockholders' equity..... $529,460,475 $572,107,422
============ ============
The accompanying notes are an integral part of these financial statements.
28
SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended October 31,
----------------------------------------
2001 2000 1999
------------ ------------ ------------
Revenues.............................. $662,446,826 $630,761,934 $354,219,562
Cost of sales......................... 628,922,572 548,662,325 292,947,853
------------ ------------ ------------
Gross profit.......................... 33,524,254 82,099,609 61,271,709
Selling, general and administrative
expenses............................. 63,343,792 55,698,948 31,441,216
Asset impairment charges (recovery)... (1,917,523) 33,237,367 --
Restructuring charges................. 1,410,757 1,229,932 --
------------ ------------ ------------
Operating income (loss)............... (29,312,772) (8,066,638) 29,830,493
Interest expense...................... 21,186,489 15,406,999 7,488,570
Interest income....................... 94,197 94,228 109,331
Minority interest..................... -- -- 473,975
Other income (expense), net........... (2,369,177) 1,535,679 65,682
------------ ------------ ------------
Income (loss) before equity in net
earnings of affiliated company and
income taxes......................... (52,774,241) (21,843,730) 22,990,911
Equity in net earnings of affiliated
company.............................. 20,809 -- --
------------ ------------ ------------
Income (loss) before income taxes..... (52,753,432) (21,843,730) 22,990,911
Provision (benefit) for income taxes.. (17,271,308) (8,812,314) 8,725,480
------------ ------------ ------------
Net income (loss)................... $(35,482,124) $(13,031,416) $ 14,265,431
============ ============ ============
Basic earnings (loss) per share:
Net income (loss)................... $ (2.40) $ (.91) $ 1.09
============ ============ ============
Weighted average number of common
shares............................. 14,798,094 14,290,105 13,080,563
============ ============ ============
Diluted earnings (loss) per share:....
Net income (loss)................... $ (2.40) $ (.91) $ 1.09
============ ============ ============
Weighted average number of common
shares............................. 14,798,094 14,290,105 13,085,283
============ ============ ============
The accompanying notes are an integral part of these financial statements.
29
SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended October 31,
-----------------------------------------
2001 2000 1999
------------- ------------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss)................. $ (35,482,124) $ (13,031,416) $14,265,431
Adjustments to reconcile net
income (loss) from continuing
operations to net cash provided
by operating activities:
Depreciation and amortization... 28,163,558 23,819,306 18,303,985
Asset impairment charges
(recovery)..................... (1,917,523) 33,237,367 --
Equity in net earnings of
affiliated company............. (20,809) -- --
Non cash restructuring charges.. 907,004 969,897 --
Minority interest............... -- -- (473,975)
Deferred income taxes........... (12,946,000) (11,438,828) 6,817,461
Loss (gain) on sale of assets... 1,813,830 (1,554,620) (60,059)
Changes in operating assets and
liabilities, net of working
capital changes resulting from
acquisitions:
Accounts receivable............. 33,377,456 (17,199,635) (32,867,804)
Inventories..................... 13,790,600 (2,859,269) (651,921)
Prepaids and other assets....... 3,273,070 7,085,956 (5,097,082)
Payables and other liabilities.. (25,394,955) 27,620,310 11,887,914
Accrued income taxes............ (1,367,309) (2,633,435) 273,318
------------- ------------- -----------
Net cash provided by operating
activities................... 4,196,798 44,015,633 12,397,268
------------- ------------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures.............. (41,170,566) (66,190,565) (58,416,797)
Proceeds from sale of assets...... 16,167,109 1,785,532 11,452,211
Acquisitions, net of cash......... 6,298,772 (72,634,232) --
------------- ------------- -----------
Net cash used in investing
activities................... (18,704,685) (137,039,265) (46,964,586)
------------- ------------- -----------
CASH FLOWS FROM FINANCING ACTIVATES:
Proceeds from short-term
borrowings....................... -- -- 63,808,000
Repayments of short-term
borrowings....................... -- -- (37,713,000)
Book overdrafts................... 1,879,980 18,069,886 968,000
Proceeds from long-term
borrowings....................... 359,900,000 352,350,000 30,458,000
Repayments of long-term
borrowings....................... (342,900,000) (276,300,000) (20,968,000)
Payment of debt financing costs... (829,306) (1,499,461) (1,052,601)
------------- ------------- -----------
Net cash provided by financing
activities................... 18,050,674 92,620,425 35,500,399
------------- ------------- -----------
Net increase (decrease) in cash and
cash equivalents................... 3,542,787 (403,207) 933,081
Cash and cash equivalents at
beginning of year.................. 1,172,597 1,575,804 642,723
------------- ------------- -----------
Cash and cash equivalents at end of
year............................... $ 4,715,384 $ 1,172,597 $ 1,575,804
============= ============= ===========
The accompanying notes are an integral part of these financial statements.
30
SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common
Stock Accumulated
Common ($.01 Additional Other Other
Stock Par Paid-In Retained Comprehensive Comprehensive
Shares Value) Capital Earnings Loss Total Loss
---------- -------- ----------- ------------ ------------- ------------ -------------
October 31, 1998........ 13,080,563 $130,805 $39,399,805 $123,287,186 $ -- $162,817,796 $ --
Cumulative effect on
prior years change in
inventory costing
method (Note 6)........ -- -- -- 744,129 -- 744,129 --
Net income.............. -- -- -- 14,265,431 -- 14,265,431 --
---------- -------- ----------- ------------ ------------ ------------ ------------
October 31, 1999........ 13,080,563 130,805 39,399,805 138,296,746 -- 177,827,356
Issuance of common
shares................. 1,717,531 17,175 14,524,243 -- -- 14,541,418 --
Net loss................ -- -- -- (13,031,416) -- (13,031,416) (13,031,416)
Minimum pension
liability, net of tax
of $218,363............ -- -- -- -- (341,543) (341,543) (341,543)
------------
Comprehensive income
(loss)................. -- -- -- -- -- -- (13,372,959)
---------- -------- ----------- ------------ ------------ ------------
October 31, 2000........ 14,798,094 147,980 53,924,048 125,265,330 (341,543) 178,995,815
Net loss................ -- -- -- (35,482,124) -- (35,482,124) (35,482,124)
Minimum pension
liability, net of tax
of $7,585,392.......... -- -- -- -- (11,826,691) (11,826,691) (11,826,691)
------------
Comprehensive income
(loss)................. -- -- -- -- -- -- $(60,681,774)
---------- -------- ----------- ------------ ------------ ------------ ============
October 31, 2001........ 14,798,094 $147,980 $53,924,048 $ 89,783,206 $(12,168,234) $131,687,000
========== ======== =========== ============ ============ ============
The accompanying notes are an integral part of these financial statements.
31
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1--Business
Shiloh Industries, Inc. and its subsidiaries (the "Company") is a full
service manufacturer of blanks, stamped components and modular assemblies for
the automotive and light truck, heavy truck and other industrial markets. The
Company's blanks, stampings and modular assemblies are substantially sold to
automotive and truck original equipment manufacturers ("OEMs"). To a lesser
extent, the Company designs, engineers and manufacturers precision tools and
dies and welding and assembly equipment for use in its blanking and stamping
operations for sale to OEMs, Tier I automotive suppliers and other industrial
customers. Furthermore, the Company, through its operations and minority-owned
investment, provides a variety of intermediate steel processing services, such
as pickling and oiling, cutting-to-length, slitting and edge trimming of hot
and cold-rolled steel coils for automotive and steel industry customers. The
Company has sixteen wholly owned subsidiaries at locations in Ohio, Michigan,
Georgia, Tennessee and Mexico.
Note 2--Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and all wholly-owned and majority-owned subsidiaries. All significant
intercompany transactions have been eliminated. An investment in a less than
majority-owned affiliate is accounted for using the equity method.
Revenue Recognition
The Company recognizes revenue upon product shipment. Revenues include both
direct sales as well as toll processing revenue. Toll processing revenue is
generated as a result of the Company performing steel processing operations
without acquiring ownership of the material and is recorded on a net basis.
Revenues include $87,404,094, $103,937,259 and $97,937,323 of toll processing
revenue for 2001, 2000 and 1999, respectively.
The Company recognizes revenue on tooling contracts when the contract is
complete. Losses are provided for when estimates of total contract revenue and
contract costs indicate a loss.
Shipping and Handling Costs
The Company classifies all amounts billed to a customer in a sales
transaction related to shipping and handling as revenue. Additionally, the
Company classifies costs incurred by the seller for shipping and handling as
costs of goods sold.
Employee Benefit Plans
The Company accrues the cost of defined benefit pension plans which cover a
majority of the Company's employees in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 87. The plans are funded based on the
requirements and limitations of the Employee Retirement Income Security Act of
1974. The majority of employees of the Company participate in discretionary
profit sharing plans administered by the Company. The Company also provides
postretirement benefits to certain employees (Note 12).
Intangibles
Goodwill represents the excess of cost over the fair value of net assets of
acquired entities and is amortized on a straight-line basis over its expected
benefit period of 30 years. During 2001, 2000 and 1999,
32
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
goodwill amortization amounted to $139,280, $396,803 and $408,558
respectively. Accumulated amortization was $616,463 and $1,589,464 as of
October 31, 2001 and 2000, respectively.
The Company uses an undiscounted cash flow method to review the
recoverability of the carrying value of goodwill and other long-lived assets.
Deferred financing costs are amortized over the term of the debt. During
2001, 2000 and 1999, amortization of these costs amounted to $550,855,
$232,475 and $17,543, respectively. Accumulated amortization was $800,873 and
$250,018 as of October 31, 2001 and 2000, respectively.
Statement of Cash Flows Information
Cash and cash equivalents include checking accounts and all highly liquid
investments with an original maturity of three months or less. Cash
equivalents are stated at cost, which approximates market value.
Supplemental disclosures of cash flow information are as follows:
Years Ended October 31,
----------------------------------
2001 2000 1999
----------- ----------- ----------
Cash paid for:
Interest.................................. $21,647,043 $17,223,100 $9,843,836
Income taxes, net of refunds.............. $ 920,000 $ 5,259,947 $1,606,386
Noncash investing and financing activities:
Investment in affiliate through
contributed assets....................... $12,446,734 $ -- $ --
Assets acquired by assumption of
liabilities in a purchase business
combination.............................. $ -- $26,675,532 $ --
Note payable issued in a purchase business
combination.............................. $ -- $ 4,045,392 $ --
Accounts receivable from purchase business
combinations............................. $ 1,326,000 $ 6,298,772 $ --
Common stock issued in a purchase business
combination.............................. $ -- $14,541,419 $ --
The interest on the note payable issued in a purchase business combination
was forgiven (see Note 10).
Inventories
Inventories are valued at the lower of cost or market, cost being
determined by the first-in first-out ("FIFO") method, which approximates
average cost. During the fourth quarter of fiscal 2001, the Company changed
the method of inventory costing from last-in first-out ("LIFO") to FIFO for
certain inventories. Prior periods have been restated to reflect this change
(Note 6).
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Expenditures for
maintenance, repairs and renewals are charged to expense as incurred, whereas
major improvements are capitalized. The cost of these improvements is
depreciated over their estimated useful lives. Useful lives range from five to
twelve years for furniture and fixtures and machinery and equipment, fifteen
to twenty years for land improvements and thirty to forty years for buildings
and their related improvements. Depreciation is computed using principally the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.
Income Taxes
The Company utilizes the asset and liability method in accounting for
income taxes which requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences
between the carrying amount and tax basis of assets and liabilities.
33
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Concentration Of Credit Risk
The Company sells products to customers primarily in the automotive, light
truck and heavy truck industries. The Company performs on-going credit
evaluations of its customers and generally does not require collateral when
extending credit. The Company maintains a reserve for potential credit losses.
Such losses have historically been within management's expectations. Currently,
the Company does not have financial instruments with off-balance sheet risk.
During fiscal 2001, the Company's sales to General Motors and Ford Motor
Company represented 28.4% and 12.9% of the Company's revenues, respectively.
As of October 31, 2001, the Company had approximately 3,100 employees. The
employees at four of its subsidiaries, an aggregate of approximately 1,180
employees, are covered by five collective bargaining agreements that are due to
expire in May 2002, June 2002, May 2004, August 2005 and June 2006. The
collective bargaining agreement that expires in June 2002 relates to the
Romulus Blanking Division where operations will cease during fiscal 2002.
Fair Value of Financial Instruments
The carrying amount of cash and investments, trade receivables and payables
approximates fair value because of the short maturity of those instruments. The
carrying value of the Company's long-term debt is considered to approximate the
fair value of these instruments based on the borrowing rates currently
available to the Company for loans with similar terms and maturities.
Stock-Based Compensation
The Company applies Accounting Principles Board Opinion No. 25 in accounting
for stock-based employee compensation; however, the impact of the fair value
based method described in SFAS No. 123, "Accounting for Stock-Based
Compensation" is presented in the notes to the financial statements (Note 13).
Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing net income (loss)
by the weighted average number of common shares outstanding during the period.
Diluted earnings (loss) per share reflects the potential dilutive effect of the
Company's stock option plan by adjusting the denominator using the treasury
stock method.
The outstanding stock options under the Company's Key Employee Stock
Incentive Plan (Note 13) are included in the diluted earnings (loss) per share
calculation to the extent they are dilutive. The only reconciling item between
the average outstanding shares in each calculation is the stock options
outstanding. The following is a reconciliation of the basic and diluted
earnings (loss) per share computation for net income (loss):
Years Ended October 31,
---------------------------------------
2001 2000 1999
------------ ------------ -----------
Net income (loss)...................... $(35,482,124) $(13,031,416) $14,265,431
============ ============ ===========
Basic weighted average shares.......... 14,798,094 14,290,105 13,080,563
Effect of dilutive securities:
Stock options........................ -- -- 4,720
------------ ------------ -----------
Diluted weighted average shares........ 14,798,094 14,290,105 13,085,283
============ ============ ===========
Basic earnings (loss) per share........ $ (2.40) $ (.91) $ 1.09
============ ============ ===========
Diluted earnings (loss) per share...... $ (2.40) $ (.91) $ 1.09
============ ============ ===========
34
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The 535,714 contingently returnable shares of Common Stock of the Company
and the 288,960 additional shares of Common Stock of the Company associated
with the MTD Automotive acquisition (Note 3) were not included in quarterly
weighted average shares when the Company published its quarterly reports on
Form 10-Q during fiscal 2000 since the earnout contingency had not been
resolved as of such time. Since the contingency was resolved by the end of
fiscal 2000, such shares are included in basic and diluted weighted average
shares from the beginning of the quarter in which they were earned for the
twelve months ended October 31, 2000. Weighted average shares and earnings
(loss) per share for each quarterly period presented in Note 16 were revised to
reflect shares earned during the respective period based on the contingency
resolution. The 288,960 additional shares were issued in January 2001 and were
considered issued and outstanding for financial reporting purposes at October
31, 2000.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to be consistent with
current year presentation.
New Accounting Standards
In August 2001, Statement of Financial Accounting Standards ("SFAS") No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" was issued
effective for all fiscal years beginning after December 15, 2001 with early
application encouraged. This Statement, which supersedes certain aspects of
SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of", addresses implementation issues associated
with SFAS No. 121 and improves financial reporting by establishing one
accounting model for long-lived assets to be disposed of by sale. The adoption
of SFAS No. 144 is not expected to have a material effect on the Company's
financial statements.
In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
effective for all fiscal quarters of fiscal years beginning after December 15,
2001 with earlier application permitted. This Statement establishes criteria
for the recognition of intangible assets and their useful lives. It also
results in companies ceasing the amortization of goodwill and requires
companies to test goodwill for impairment on an annual basis. The Company is
required to adopt SFAS No. 142 as of November 1, 2002. The Company is currently
evaluating the impact that SFAS No. 142 will have on its financial condition
and results of operations. The Company expects that it will no longer record
approximately $123,000 of amortization associated with its $3,143,500 of
existing goodwill. The Company does not have any intangible assets impacted by
SFAS No. 142.
Effective November 1, 2000, the Company adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities," as amended. The adoption of
SFAS No. 133 did not have a material effect on the Company's financial
statements.
Note 3--Acquisitions
On August 29, 2000 the Company acquired substantially all of the assets and
assumed certain liabilities of A.G. Simpson (Tennessee) Inc. for approximately
$49,222,546 consisting of $47,932,625 in cash and $1,289,921 in acquisition
costs. In January 2001, certain purchase price adjustments were made pursuant
to the terms of the Purchase Agreement in which $4,478,659 was released from
escrow and returned to the Company.
35
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For accounting purposes, these adjustments were reflected in the Company's
financial statements for the year ended October 31, 2000. Accounts receivable
at October 31, 2000 included $4,478,659 related to these adjustments. The
acquisition was accounted for using the purchase method of accounting. The
assets and liabilities of A.G. Simpson (Tennessee) Inc., d.b.a. Dickson
Manufacturing Division were recorded at their fair values as of the date of the
acquisition. The total cost of net assets acquired, after adjustments, was
$44,743,887 and consisted of assets of $57,176,137 less liabilities assumed of
$12,432,250. Assets acquired (at fair value) consisted primarily of accounts
receivable of $12,396,976, inventories of $2,096,765, costs in excess of
billings on uncompleted contracts of $3,176,462, prepaid expenses of $17,574,
and fixed assets of $39,488,360. Liabilities assumed (at fair value) consisted
primarily of accounts payable of $9,992,882, accrued liabilities of $1,946,667
and billings in excess of costs on uncompleted contracts of $492,701. The
Consolidated Statement of Operations includes the results of operations of
Dickson Manufacturing Division since the date of the acquisition.
On November 1, 1999, the Company acquired MTD Automotive, the automotive
division of MTD Products Inc, a significant stockholder of the Company. The
acquisition was accounted for using the purchase method of accounting. MTD
Automotive is a manufacturer of stamped parts and components for the automotive
industry, and sells primarily to original equipment manufacturers in the United
States. MTD Automotive net sales were $192,850,382 in its fiscal year ended
July 31, 1999.
Pursuant to the terms of the purchase agreement, the Company acquired
substantially all of the assets of MTD Automotive for aggregate consideration
of $20,000,000 in cash and 1,428,571 shares of Common Stock of the Company at a
price of $14.00 per share. Of the original 1,428,571 shares of Common Stock
issued, 535,714 shares were considered contingent consideration for the first
three quarters of fiscal 2000 and did not enter into the purchase price
allocation until the fourth quarter of fiscal 2000, when the contingency was
resolved. The aggregate consideration was substantially increased in that the
535,714 contingently returnable shares of Common Stock were not required to be
returned to the Company and a wholly owned subsidiary of the Company issued a
note to MTD Products in the aggregate principal amount of $4,045,392. The
Company was guarantor of the note. The note was payable in full on November 1,
2001. In addition, the purchase price decreased by $1,820,113 for settlement of
certain price concessions and capital expenditures reimbursements. These
adjustments were reflected in the Company's financial statements for the year
ended October 31, 2000 as adjustments to the purchase price. In January 2001,
the aggregate consideration was increased based upon the performance of MTD
Automotive during the first twelve months subsequent to closing. Specifically,
the contingently returnable shares were not required to be returned to the
Company, and the Company issued to MTD Products an additional 288,960 shares of
Common Stock, which were considered issued and outstanding for financial
reporting purposes at October 31, 2000. During fiscal 2001, MTD Products
forgave all interest relating to the note through October 31, 2001 in the
aggregate amount of $348,713. The Company satisfied all of its remaining
obligations under the note by issuing to MTD Products 42,780 shares of its
Series A Preferred Stock in accordance with an amendment to the Purchase
Agreement, which was entered into as of December 31, 2001. (Note 10 and Note
18).
The Company incurred an aggregate of $1,591,573 in acquisition costs
associated with the acquisition of MTD Automotive. Cash in the amount of
$20,000,000 was paid on the effective date of the acquisition and was financed
by the Company's revolving credit facility and 1,428,571 shares of common stock
were issued on the same date. The initial purchase price was calculated based
on $20,000,000 cash paid at closing and 892,857 shares of Common Stock valued
at $9,642,856, based on the market price at the date of the acquisition. The
purchase price was increased by $4,045,392 in cash and 824,674 shares of Common
Stock valued at $4,898,563 based on the market price at October 31, 2000, the
time the performance contingency was resolved, and decreased by $1,820,113 for
settlement of certain price concessions and capital expenditure reimbursements,
which was included in accounts receivable at October 31, 2000.
36
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The purchase price was allocated to the underlying assets and liabilities
based upon their estimated fair values at the date of the acquisition. The
total cost of net assets acquired was $37,032,271 and consisted of assets of
$50,956,180 less liabilities assumed of $13,923,909. Assets acquired (at fair
value) consisted of accounts receivable of $19,366,134, inventory of
$24,196,338, pension assets of $4,465,799, fixed assets of $2,807,225 and other
assets of $120,684. Liabilities assumed (at fair value) consisted of accounts
payable of $10,987,658 and accrued liabilities of $2,936,251. This allocation
was adjusted in October 2001 as the Company settled a contingency set forth in
the Purchase Agreement related to certain price concessions for fiscal 2001.
This resolution decreased the purchase price by $1,326,000 and was recorded by
reducing the value originally assigned to fixed assets and establishing an
accounts receivable as of October 31, 2001. As set forth in the Purchase
Agreement, the purchase price may be adjusted at the end of fiscal 2002 upon
resolution of a final contingency. The Consolidated Statement of Operations
includes the results of operations of MTD Automotive since the date of the
acquisition.
The following are unaudited pro forma results of operations for the years
ended October 31, 2000 and 1999 assuming the acquisitions of Dickson
Manufacturing Division had occurred on November 1, 1998 and 1999 and MTD
Automotive had occurred on November 1, 1998. The results are not necessarily
indicative of future operations or what would have occurred had the
acquisitions been consummated on November 1, 1998.
Unaudited Pro
Forma Information
Years Ended
October 31,
------------------
2000 1999
-------- --------
Total revenues........................................... $675,234 $597,160
Net income (loss)........................................ (10,410) 19,798
Diluted earnings (loss) per common share................. (.73) 1.51
Note 4--Asset Impairment Charges (Recovery) and Restructuring Charges
During the fourth quarter of 2001, the Company recorded restructuring
charges of $489,941 associated with a reduction in its salaried workforce.
In September 2001, the decision was made to cease operations at the Romulus
Blanking facility during fiscal 2002. During the fourth quarter ended October
31, 2001, the Company recorded a pre-tax asset impairment charge of $5,801,409
to write-down certain assets to their estimated fair value. Fair value was
primarily based on appraisal values. Actual sale value may differ significantly
from such estimates. In addition, the Company recorded a pre-tax restructuring
charge of $365,914 associated with the closing of the Romulus Blanking
facility. The restructuring charge consisted of personnel costs of $163,230,
facility closing costs of $90,505, lease termination costs of $102,894 and
other costs of $9,285. Approximately $457,000 remains as accrued exit costs at
October 31, 2001. The Company has classified $7,499,946 of real property and
certain machinery and equipment, which it intends to sell during fiscal 2002,
as Net Assets Held for Sale as of October 31, 2001.
On July 31, 2001, the Company completed the sale of land, building and
certain other assets of the Wellington Die Division for $3,580,815 in cash
resulting in a pre-tax loss of approximately $973,000. In addition, the Company
recorded a pre-tax asset impairment charge of $2,161,242 associated with
remaining assets of this division and a restructuring charge of $182,855.
Approximately $169,043 remained as accrued exit costs at October 31, 2001. The
remaining operations at Wellington Die Division were transferred to Wellington
Stamping Division in the first quarter of fiscal 2002.
On July 31, 2001 the Company completed the sale of certain assets and
liabilities of Valley City Steel to Viking Industries, LLC ("Viking") for $12.4
million. In connection with this transaction, the Company and
37
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Viking formed a joint venture, Valley City Steel LLC ("VCS LLC"), in which the
Company owns a minority interest (49%) in the new entity and Viking owns a
majority interest (51%). Viking contributed the assets purchased to the joint
venture. The Company also contributed certain other assets and liabilities of
Valley City Steel to the joint venture. The Company retained ownership of the
land and building where the joint venture conducts its operations and leases
these facilities to the joint venture. The new entity continues to supply steel
processing services to the Company. As a result of the transaction changing
from a 100% sale to a partial sale in fiscal 2001, the Company reduced its
estimated asset impairment loss of $13,873,882 at October 31, 2000 by
$11,708,625. The resulting pre-tax loss on the transaction was $2,165,257.
As of October 31, 2000, the Company anticipated selling the net assets of
Canton Die Division for $11,800,000, recorded a pre-tax asset impairment charge
of $12,824,055, and had classified these assets as held for sale. During 2001,
the Company was unable to sell the net assets of Canton Die Division. As a
result, in October 2001, the decision was made to cease operations at this
facility during fiscal 2002. As the Company currently does not have a specific
plan for these assets, the assets of Canton Die Division are no longer
classified as held for sale as of October 31, 2001. The Company recorded an
additional pre-tax asset impairment charge of $1,492,502 and a pre-tax
restructuring charge of $372,047 associated with the shut down of this
facility. The impairment charge was primarily taken to write down the long-
lived assets to their current estimated fair value. The restructuring charge
consisted of personnel costs of $255,000 and other costs of $117,047. The
$355,000 remains as accrued exit costs at October 31, 2001.
In October 2000 the Company committed to plans to sell Canton Die Division
and Valley City Steel. Accordingly, the Company classified the net assets of
Canton Die Division and Valley City Steel as Net Assets Held for Sale. The
Company recorded an impairment charge associated with these facilities. The
resulting pre-tax adjustment of $26,697,937 was recorded in the fourth quarter
ended October 31, 2000. The carrying values of the net assets were written down
to the Company's estimates of fair value. Fair value was based on then current
offers to purchase these businesses, less costs to dispose. At October 31,
2000, the net assets of Canton Die Division and Valley City Steel had a
remaining carrying amount of approximately $32,705,765. The Company operated
these facilities while pursuing alternatives for their sale.
In October 2000, the Company closed C&H Design Company, d.b.a. Utica Tool &
Die ("C&H"). During the fourth quarter ended October 31, 2000, the Company
recorded a pre-tax asset impairment charge of $6,539,430 to write-down certain
C&H long-lived assets to be disposed of to the Company's estimated fair value.
Fair value was primarily based on appraisal values. Certain assets were
transferred to other Shiloh locations. In addition, during the fourth quarter
ended October 31, 2000, the Company recorded a pre-tax restructuring charge of
$1,229,932 associated with the closure of C&H. The restructuring charge
consisted of lease termination costs $802,237, facility closing costs $136,000,
personnel costs $48,002, and other costs $243,693. In October 2001, the Company
adjusted its current estimate of fair value for remaining assets and recorded
an additional pre-tax asset impairment charge of $335,950. Approximately
$421,918 and $969,897 remained as accrued exit costs at October 31, 2001 and
2000, respectively.
Payments for accrued exit costs aggregated $691,077 and $260,035 for the
year ended October 31, 2001 and 2000, respectively.
The impairment charges were recorded in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of." The restructuring charges were recorded in accordance with
EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SEC Staff Accounting Bulletin No. 100, "Restructuring and
Impairment Charges," was utilized in the recording of the impairment and
restructuring charges.
38
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Together, these five facilities recorded net sales of $52.9 million, $87.6
million and $102.6 million and contributed net operating losses of $13.2
million, $20.2 million and $6.8 million for the years ended October 31, 2001,
2000 and 1999, respectively, net of asset impairment, restructuring charges and
inter-company sales and expenses.
Note 5--Accounts Receivable
Accounts receivable in the consolidated balance sheet are expected to be
collected within one year and are net of provisions for doubtful accounts, in
the amount of $6,134,463 and $1,777,611 at October 31, 2001 and 2000,
respectively.
The Company continually monitors its exposure with its customers. During
fiscal 2001, additional consideration was given to individual accounts in light
of the current market conditions in the automotive industry.
The Company continues to maintain a customer/vendor relationship with LTV
Steel Company ("LTV") with respect to purchasing processed steel from LTV's
remaining inventory. In December 2000, LTV filed for bankruptcy protection
under Title 11 of the United States Code. In December 2001 LTV was granted
permission to liquidate assets under Title 7 of the United States Code. The
Company's exposure to pre-petition and post-petition matters with LTV has been
mitigated where appropriate and existing reserves are maintained to further
reduce this exposure. The Company does not believe its exposure related to LTV,
or other customers, will have a material adverse effect on the Company's
business, financial condition or results of operations.
Note 6--Inventories
October 31, October 31,
2001 2000
----------- -----------
Inventories consist of the following:
Raw materials..................................... $23,279,585 $33,560,741
Work-in-process................................... 17,702,595 16,686,103
Finished goods.................................... 17,368,033 17,486,713
----------- -----------
Total........................................... $58,350,213 $67,733,557
=========== ===========
Total cost of inventory is net of reserves to reduce certain inventory from
cost to net realizable value. Such reserves aggregated $3,522,082 and
$2,133,831 at October 31, 2001 and 2000, respectively.
During the fourth quarter of fiscal 2001, the Company changed its method of
inventory costing from LIFO to FIFO for certain inventories. Prior periods have
been restated to reflect this change. The method was changed because the
Company's steel inventory has experienced declines in costs due to supply and
demand in the market place and many of the Company's peer group currently use
the FIFO method of inventory costing. Furthermore, the majority of the
Company's inventory is currently recorded using the FIFO method; therefore, the
change will provide for greater consistency in the accounting policies of the
Company. The change increased net loss in fiscal 2001 by $589,707 ($.04 per
basic and diluted share) and increased retained earnings for years prior to
1999 by $744,129.
39
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following table presents the effect of the change on earnings (losses)
for fiscal 2000 and fiscal 1999:
Years Ended October 31,
-------------------------
2000 1999
------------ -----------
Net income (loss) as reported..................... $(12,555,041) $15,310,537
Change in inventory costing method................ (476,375) (1,045,106)
------------ -----------
Net income (loss) as restated..................... $(13,031,416) $14,265,431
============ ===========
Basic earnings (loss) per share:
Net income (loss) as reported................... $ (.88) $ 1.17
Change in inventory costing method.............. (.03) (.08)
------------ -----------
Net income (loss) as restated................... $ (.91) $ 1.09
============ ===========
Diluted earnings (loss) per share:
Net income (loss) as reported................... $ (.88) $ 1.17
Change in inventory costing method.............. (.03) (.08)
------------ -----------
Net income (loss) as restated................... $ (.91) $ 1.09
============ ===========
Note 7--Investments in and Advances to Affiliate
On July 31, 2001 the Company and Viking formed a joint venture, VCS LLC, in
which Viking contributed the assets it purchased from Valley City Steel for
$12.4 million and the Company contributed certain other assets and liabilities
of Valley City Steel. Viking obtained a 51% interest in VCS LLC while the
Company obtained a 49% interest (Note 4). The Company retained ownership of
the land and building where the joint venture conducts its operations and
leases the real property to the joint venture. VCS LLC continues to supply
steel processing services to the Company. As of September 1, 2002 and on the
first day of every month thereafter, the Company has the right to require VCS
LLC to repurchase the Company's interest at a put purchase price as defined in
the operating agreement. In addition, as of September 1, 2002 and on the first
day of every month thereafter, both the Company and Viking have the right to
purchase the others interest at a call purchase price as defined in the
operating agreement. The land and building leased by VCS LLC and owned by the
Company secures debt incurred by VCS LLC. The debt matures in August 2003.
Once this debt is discharged and released, the Company's ownership in VCS LLC
will be reduced to 40% and Viking's interest increased to 60%.
The Company accounts for this investment under the equity method. As of
October 31, 2001, VCS LLC had total assets of $29,550,697, total liabilities
of $17,617,401, total equity of $11,933,296 and a net loss for the three
months ended October 31, 2001 of $166,429. The joint venture agreement
provides a detailed calculation of the allocation of net income (loss) to
Viking and the Company. In accordance with this agreement, the Company's share
of VCS LLC's net loss for the three months ended October 31, 2001 was income
of $20,809.
Transactions with the affiliate during the three months ended October 31,
2001 include purchases of $544,727 and rental income of $179,100. As of
October 31, 2001 the Company had amounts owed to the affiliate of $193,656.
Purchases from the affiliate were substantially at market prices.
40
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 8--Other Assets
October 31, October 31,
2001 2000
----------- -----------
Other assets consist of the following:
Long-term pension assets.......................... $12,491,462 $ 6,370,125
Other............................................. 3,042,383 4,077,287
----------- -----------
Total........................................... $15,533,845 $10,447,412
=========== ===========
Note 9--Property, Plant and Equipment
Property, plant and equipment consist of the following:
October 31, October 31,
2001 2000
------------ ------------
Land............................................. $ 9,059,876 $ 8,997,317
Buildings and improvements....................... 112,631,841 109,977,352
Machinery and equipment.......................... 275,734,678 223,257,278
Furniture and fixtures........................... 24,895,154 24,829,095
Construction in progress......................... 11,444,333 33,280,465
------------ ------------
Total, at cost................................. 433,765,882 400,341,507
Less: Accumulated depreciation................... (118,481,162) (92,026,258)
------------ ------------
Net property, plant and equipment.............. $315,284,720 $308,315,249
============ ============
Depreciation expense was $27,992,873, $23,390,660, and $17,838,676 for 2001,
2000 and 1999, respectively.
During the years ended October 31, 2001, 2000 and 1999, interest expense
incurred was $22,426,390, $17,970,153, and $10,019,015, respectively, of which
$1,239,901, $2,563,154, and $2,530,445 was capitalized as part of property,
plant and equipment, respectively.
The Company had commitments for capital expenditures of approximately $3.2
million at October 31, 2001.
Note 10--Financing Arrangements
Long-term debt consists of the following:
October 31, October 31,
2001 2000
------------ ------------
JP Morgan Chase Bank revolving credit loan--
interest at 5.875% and 8.625% at October 31, 2001
and 2000, respectively........................... $264,500,000 $242,100,000
MTD Products Inc promissory note (Note 3 and 18).. 4,045,392 4,045,392
Variable rate industrial development bond,
collateralized by letter of credit, weighted
average interest rate of 4.52% at October 31,
2000............................................. -- 5,400,000
------------ ------------
$268,545,392 $251,545,392
============ ============
41
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The weighted average interest rate was 7.56% for fiscal 2001, 8.26% for
fiscal 2000 and 8.19% for fiscal 1999.
On August 11, 2000 the Company entered into a credit agreement with JP
Morgan Chase Bank, formerly The Chase Manhattan Bank, as administrative agent
for a group of lenders, which replaced the KeyBank Agreement with KeyBank NA as
agent for a group of lenders. The credit agreement had an original commitment
of $300.0 million and expired in August 2005. All amounts outstanding under the
KeyBank Agreement were refinanced and all existing obligations under the
KeyBank Agreement were terminated. As a result of the refinancing, the Company
capitalized deferred financing costs of $1,499,461 associated with the JP
Morgan Chase Bank credit agreement in the fourth quarter of fiscal 2000, which
are being amortized over the term of the debt.
Under the credit agreement, the Company has the option to select the
applicable interest rate at the alternative base rate ("ABR"), as defined in
the credit agreement to be the greater of the prime rate in effect on such day
and the federal funds effective rate in effect on such day plus half of 1%, or
the LIBOR rate plus a factor determined by a pricing matrix (ranging from 0.5%
to 1.5% for the ABR and ranging from 1.5% to 2.5% for the LIBOR rate) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
The terms of the credit agreement also require an annual commitment fee based
on the amount of unused commitments under the credit agreement and a factor
determined by a pricing matrix (ranging from 0.375% to 0.5%) based on funded
debt to earnings before interest, taxes, depreciation and amortization. The
credit agreement also provides for the incurrence of debt under standby letters
of credit and for the advancement of funds under a discretionary line of
credit. The maximum amount of debt that may be incurred under each of these
sources of funds is $15.0 million.
The credit agreement is collateralized by an interest in all of the
Company's and its wholly owned domestic subsidiaries' cash and cash accounts,
accounts receivable, inventory, mortgages on certain owned real property,
equipment excluding fixtures and general intangibles such as patents,
trademarks and copyrights.
The credit agreement includes, without limitation, covenants involving
minimum interest coverage, minimum tangible net worth coverage and a minimum
leverage ratio. In addition, the credit agreement limits the incurrence of
additional indebtedness, capital expenditures, investments, dividends,
transactions with affiliates, asset sales, leaseback transactions,
acquisitions, prepayments of other debt, hedging agreements and liens and
encumbrances and certain transactions resulting in a change of control.
On May 10, 2001, the Company amended the credit agreement primarily to
change the covenant thresholds. This amendment also provided that, among other
things, upon the sale of Valley City Steel, the amount of availability under
the credit agreement would decrease by $10.0 million. In addition, this
amendment increased the pricing matrix such that the ABR factor ranges from
1.25% to 2.5% and the LIBOR factor ranges from 2.25% to 3.5%. The Company's
factor as determined by the pricing matrix was 3.5% as of October 31, 2001 and
2.0% as of October 31, 2000. As a result of this amendment, the Company
capitalized deferred financing costs of $829,306 which are being amortized over
the remaining term of the debt.
As of October 31, 2001, the Company was not in compliance with its debt
covenants under the amended credit agreement. As a result, on January 25, 2002,
the Company's lenders consented to further amend the credit agreement. The
amended and restated credit agreement was executed as of February 12, 2002.
Significant provisions of the amendment and restatement include an increase in
the pricing matrix such that the ABR factor ranges from 1.5% to 3.0% and the
LIBOR factor ranges from 2.5% to 4.0%. In addition, the amended and restated
credit agreement expires on April 30, 2004. The Company is required to obtain
within 90 days of the execution of the amendment and restatement $8.0 million
of additional liquidity. This liquidity will be generated through certain
transactions to be entered into with related parties and includes (1) the sale
of certain
42
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
machinery and equipment for $6,540,600, (2) payment of $1,000,000 associated
with a three year supply arrangement and (3) the issuance of two 9.0%
promissory notes due May 1, 2004 in the aggregate principal of $460,000. In
addition, the Company also has satisfied its requirement to generate
approximately $12.0 million of additional liquidity, as defined in the amended
and restated credit agreement, during the first quarter of fiscal 2002. Net
proceeds from the sale, transfer, lease or other disposition of certain assets
by the Company are required to be used to prepay outstanding debt, which will
reduce the total commitment under the amended and restated credit agreement by
the amount equal to such prepayment. Certain additional changes to covenant
thresholds and additional reporting requirements were instituted in accordance
with the amended and restated credit agreement, such as capital expenditures
for the Company are limited to $29.1 million for the fiscal year ending
October 31, 2002 and the Company is required to achieve earnings before
interest, taxes, depreciation and amortization ("EBITDA") of $24.3 million for
the year ending October 31, 2002. In connection with such amendment and
restatement, the Company is required to pay an amendment fee to each lender
equal to .25% of the aggregate amount of such lender's commitment. Under the
terms of the amended and restated credit agreement, the Company would have
been in compliance with its covenants as of October 31, 2001. The Company is
currently in compliance with its covenants under the amended and restated
credit agreement.
On July 31, 2001, the Company repaid the $5.4 million Medina County, Ohio
variable rate industrial revenue bonds in connection with the sale of certain
assets of Valley City Steel. These variable rate industrial revenue bonds due
2010 had been issued in March 1995 by Medina County, Ohio on behalf of the
Company for an aggregate of $5.4 million in principal amount. These bonds had
been secured by a letter of credit.
During fiscal 2001, MTD Products forgave all interest, in the aggregate
amount of $348,713, relating to the note that was issued by a wholly owned
subsidiary of the Company to MTD Products in January 2001 in the aggregate
principal of $4,045,392. The Company was guarantor of the note. The principal
was payable in full on November 1, 2001. The Company satisfied all of its
remaining obligations under the note by issuing to MTD Products 42,780 shares
of Series A Preferred Stock in accordance with an amendment to the Purchase
Agreement, which was entered into as of December 31, 2001. The shares of
Series A Preferred Stock were issued in January 2002. For financial reporting
purposes the debt is classified as long-term as of October 31, 2001.
In February 2001, the Company terminated its demand promissory note as of
December 6, 1996 in favor of The Richland Bank in the aggregate principal
amount of $4.0 million. Interest had accrued on the outstanding principal
balance at LIBOR plus 0.75%.
Book overdrafts were $20,917,866 and $19,037,886 at October 31, 2001 and
2000, respectively, and are included in Accounts Payable.
Total availability at October 31, 2001 under the Company's Credit Agreement
and Line of Credit was $290,000,000, of which $23,495,000 was unused.
At October 31, 2001 the scheduled maturities of all long-term debt during
the next five years is as follows:
2001.......................................................... --
2002.......................................................... --
2003.......................................................... --
2004.......................................................... $264,500,000
2005.......................................................... --
43
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 11--Leases
The Company leases certain equipment under operating leases. Rent expense
under operating leases for 2001, 2000 and 1999 was $4,448,223, $1,509,600 and
$1,869,524, respectively. Future minimum lease payments under operating leases
are as follows at October 31, 2001:
2002............................................................ $4,501,674
2003............................................................ 4,297,900
2004............................................................ 4,048,462
2005............................................................ 3,765,099
2006............................................................ 3,177,908
Note 12--Employee Benefit Plans
The Company maintains pension plans covering most employees. The assets of
the plans consist primarily of stocks and bonds. The Company provides
postretirement health care benefits to certain employees (and their dependents)
who retire early, but coverage generally continues only until age 65.
Components of the plan obligations and assets, and the recorded liability at
October 31, 2001 and 2000 are as follows:
Other Post Retirement
Pension Benefits Benefits
-------------------------- ------------------------
2001 2000 2001 2000
------------ ------------ ----------- -----------
Benefit obligation at
beginning of year....... $(30,150,649) $(23,459,081) $(1,595,619) $(1,958,560)
Service cost............. (2,648,551) (2,178,985) (85,663) (77,371)
Interest cost............ (2,342,566) (2,077,961) (100,434) (122,516)
Actuarial (gain) loss.... (5,139,094) 2,024,474 (197,367) 462,828
Amendments............... (2,109,411) (5,123,854) -- --
Divestiture.............. 558,714 -- -- --
Benefits paid............ 2,283,122 664,758 160,000 100,000
------------ ------------ ----------- -----------
Benefit obligation at end
of year................. (39,548,435) (30,150,649) (1,819,083) (1,595,619)
Fair value of plan assets
at beginning............ 25,669,388 26,505,557 -- --
Actual return on plan
assets.................. (10,777,186) (1,019,693) -- --
Employer contribution.... 2,187,857 848,282 -- --
Divestiture.............. (531,436) -- -- --
Benefits paid............ (2,283,122) (664,758) -- --
------------ ------------ ----------- -----------
Fair value of plan assets
at end of year.......... 14,265,501 25,669,388 -- --
------------ ------------ ----------- -----------
Funded status............ (25,282,934) (4,481,261) (1,819,083) (1,595,619)
Unrecognized:
Transition
obligation/(asset)..... 553,178 641,300 322,010 348,620
Prior service cost...... 7,041,001 5,543,673 89,620 96,011
Net loss/(gain)......... 20,325,986 2,099,540 (87,952) (320,723)
------------ ------------ ----------- -----------
Prepaid (accrued)
benefit cost before
adjustment for minimum
liability.............. 2,637,231 3,803,252 (1,495,405) (1,471,711)
Adjustment to recognize
minimum liability...... (27,347,805) (2,683,753) -- --
------------ ------------ ----------- -----------
Prepaid (accrued)
benefit cost........... $(24,710,574) $ 1,119,499 $(1,495,405) $(1,471,711)
============ ============ =========== ===========
44
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The components of net periodic benefit cost for the years ended October 31
are as follows:
Other Post
Retirement
Pension Benefits Benefits
---------------------- ------------------
2001 2000 2001 2000
---------- ---------- -------- --------
Service cost..................... $2,648,551 $2,178,985 $ 85,663 $ 77,371
Interest cost.................... 2,342,566 2,077,961 100,434 122,516
Expected return on plan assets... (2,447,589) (2,360,315) -- --
Net amortization and deferrals... 578,123 536,987 (2,402) 20,704
---------- ---------- -------- --------
Net periodic benefit cost........ $3,121,651 $2,433,618 $183,695 $220,591
========== ========== ======== ========
The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plan with accumulated benefit obligations
in excess of plan assets were $39,548,435, $38,976,075 and $14,265,501,
respectively as of October 31, 2001 and $13,044,446, $12,711,612, and
$9,921,040, respectively as of October 31, 2000.
Actuarial assumptions used in the calculation of the recorded liabilities
are as follows:
Other
Pension Post Retirement
Benefits Benefits
----------- ---------------
Weighted-average assumptions as of October 31: 2001 2000 2001 2000
---------------------------------------------- ----- ----- ------- -------
Discount rate.................................. 7.25% 8.00% 7.25% 8.00%
Expected return on plan assets................. 9.50% 9.50% -- --
Rate of compensation increase.................. 4.50% 4.50% -- --
Projected healthcare cost trend rate........... -- -- 9.00% 7.00%
Assumed healthcare cost trend rates have a significant effect on the amounts
reported for the healthcare plan. A one-percentage point charge in assumed
healthcare cost trend rates would have the following effects at October 31,
2001:
One-Percentage One-Percentage
Point Increase Point Decrease
-------------- --------------
Effect on total of service and interest cost
components................................. $ 243,010 $ 141,640
Effect on post retirement obligation........ $2,337,522 $1,415,247
In addition to the defined benefit plans described above, the Company
maintains a number of defined contribution plans. Under the terms of the plans,
eligible employees may contribute a percentage of their base pay. The Company
matches a percentage of the employees contributions up to stated percentage,
subject to statutory limitations. In addition, the Company may make a
discretionary profit sharing contribution on an annual basis. The Company
recorded expense of $2,059,764, $1,420,529 and $1,473,566 during fiscal 2001,
2000 and 1999, respectively, for its defined contribution plans.
During 1997, the Company initiated a Supplemental Executive Retirement Plan
("SERP") for key employees of the Company. The Company has agreed to pay each
covered employee a certain sum annually for ten (10) years upon retirement or,
in the event of death, to their designated beneficiary. A benefit is also paid
if the employee terminates employment (other than by discharge for cause).
Compensation expense relating to this plan was $183,933, $283,933 and $285,593
in fiscal 2001, 2000 and 1999, respectively. The benefits accrued under this
plan were $983,958 and $1,053,705 at October 31, 2001 and 2000, respectively.
45
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 13--Stock and Bonus Plans
1993 Key Employee Stock Incentive Plan
The Company maintains a Key Employee Stock Incentive Program (the "Incentive
Plan"), which authorizes grants to officers and other key employees of the
Company and its subsidiaries of (i) stock options that are intended to qualify
as "incentive stock options", (ii) nonqualified stock options and (iii)
restricted stock awards. An aggregate of 1,700,000 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, has been reserved for issuance upon the exercise of
stock options.
Only non-qualified stock options have been granted to date and all options
have been granted at market price at the date of grant. Options expire over a
period not to exceed ten years from the date of grant. Options granted in 1999
and 2000 are exercisable over a period not to exceed five years and options
granted in 2001 are exercisable over a period not to exceed ten years. A
summary of option activity under the plan follows:
Number
of Weighted
Shares Average
Under Option
Option Price
-------- --------
Outstanding at October 31, 1998......................... 314,500 $ 16.78
Granted............................................... 243,500 $13.327
Exercised............................................. -- $ --
Canceled.............................................. (29,400) $ 15.91
-------- -------
Outstanding at October 31, 1999......................... 528,600 $15.305
Granted............................................... 221,800 $ 9.50
Exercised............................................. -- $ --
Canceled.............................................. (325,000) $ 15.03
-------- -------
Outstanding at October 31, 2000......................... 425,400 $ 12.41
Granted............................................... 292,500 $ 3.75
Exercised............................................. -- $ --
Canceled.............................................. (191,050) $ 11.24
-------- -------
Outstanding at October 31, 2001......................... 526,850 $ 8.46
======== =======
Exercise prices for options outstanding as of October 31, 2001 ranged from
$3.75 to $18.625, with 94% of options outstanding having exercise prices in the
range of $3.75 to $13.50 per share.
In accordance with the provisions of SFAS No. 123 "Accounting for Stock-
Based Compensation," ("SFAS 123") the Company has elected to continue applying
the intrinsic value approach under the Accounting Principles Board Opinion No.
25 in accounting for its stock-based compensation plans. Accordingly, the
Company does not recognize compensation expense for stock options when the
stock price at the grant date is equal to or greater than the fair market value
of the stock at that date.
SFAS 123 requires pro forma information on net income (loss) and earnings
(loss) per share as if the fair value method for valuing stocks options, as
prescribed by SFAS 123, had been applied. The Company's pro forma information
follows:
2001 2000
------------ ------------
Net income (loss)............................. $(35,795,278) $(13,424,717)
Earnings (loss) per share:
Basic....................................... $ (2.42) $ (.94)
Diluted..................................... $ (2.42) $ (.94)
46
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The fair value of these options was estimated at the date of grant using the
Black-Sholes option-pricing model with the following weighted average
assumptions for 2001 and 2000:
2001 2000
------ ------
Risk-free interest........................................... 5.33% 6.00%
Dividend yield............................................... 0.00% 0.00%
Volatility factor-- market................................... 46.26% 30.10%
Expected life of options-- years............................. 4.0 4.0
Executive Incentive Bonus Plan
The Company maintains a Short-Term Incentive Plan (the "Bonus Plan") which
provides annual incentive bonuses to its eligible employees. The Bonus Plan
provides for an aggregate annual bonus pool (the "Aggregate Amount") equal to
5% of the Company's operating earnings. Incentives up to the Aggregate Amount
may be paid to the individual participants, in the case of the Chief Executive
Officer, by the Board of Directors upon recommendation by the Compensation
Committee and the Board of Directors. In determining the individual incentives,
in the case of the Chief Executive Officer, 75% of the incentive depends upon
meeting the corporate goal for return on equity and 25% of the incentive
depends upon meeting specific, project-oriented goals. These goals are
established by the Board of Directors. In the case of corporate executives
eligible for the Bonus Plan, 65% of the incentive depends upon meeting the goal
for return on equity and 35% of the incentive depends upon specific goals
established by the Chief Executive Officer. Finally, in the case of the
remaining employees eligible for the Bonus Plan, 50% of the incentive depends
upon meeting the goal for operating return on assets established by the Chief
Executive Officer and 50% of the incentive depends upon specific goals as
established by the Chief Executive Officer. During fiscal 2001, 2000 and 1999,
$0, $875,581 and $295,774, respectively, were expensed under the existing bonus
plan.
Note 14--Income Taxes
The components of the provision for income taxes (benefits) on income from
continuing operations were as follows:
Years Ended October 31,
--------------------------------------
2001 2000 1999
------------ ------------ ----------
Current:
Federal........................... $ (3,500,283) $ 1,992,928 $1,522,303
State and local................... (933,323) 580,433 385,716
Foreign........................... 82,536 37,991 --
------------ ------------ ----------
(4,351,070) 2,611,352 1,908,019
Deferred:
Total............................. (12,920,238) (11,423,666) 6,817,461
------------ ------------ ----------
$(17,271,308) $ (8,812,314) $8,725,480
============ ============ ==========
47
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities were comprised of the following:
October 31, October 31,
2001 2000
----------- ------------
Deferred tax assets:
Bad debt reserves............................... $ 1,954,397 $ 376,874
Inventory reserves.............................. 220,315 853,210
State income and franchise taxes................ 4,288,836 2,864,823
Accrued group insurance......................... 468,876 322,018
AMT carryforwards............................... 2,050,894 1,938,398
Accrued vacation reserves....................... 733,009 773,442
Capital loss carryforwards...................... -- 4,912,050
Post retirement benefits........................ 617,637 563,922
Pension obligations............................. 7,876,822 430,173
Other reserves.................................. 1,458,415 350,599
Restructuring charge............................ 6,237,040 10,123,946
Goodwill amortization........................... 595,911 827,799
Net operating loss.............................. 14,664,340 --
Research and development credits................ 519,715 --
----------- ------------
41,686,207 24,337,254
Less: Valuation allowance......................... (3,666,760) (4,912,050)
----------- ------------
Total deferred tax assets......................... 38,019,447 19,425,204
Deferred tax liabilities:
Fixed assets.................................... (24,467,029) (25,727,813)
Joint venture investment........................ (1,704,652) (2,399,905)
Other........................................... (438,061) (200,858)
----------- ------------
Net deferred tax asset (liability)................ $11,409,705 $ (8,903,372)
=========== ============
Change in net deferred tax asset/(liability):
Provision for deferred taxes.................... $12,920,238 $ 11,423,666
Other........................................... 25,811 --
Items of other comprehensive income/(loss)...... 7,367,028 218,364
----------- ------------
Total change in net deferred tax.............. $20,313,077 $ 11,642,030
=========== ============
The fiscal 2001 valuation allowance relates to tax credit carryforwards
which are not expected to be utilized. The fiscal 2000 valuation allowance
relates to capital loss carryforwards that expired in fiscal 2001.
A reconciliation of the statutory federal income tax rate to the effective
income tax rate is as follows:
Years Ended
October 31,
----------------
2001 2000 1999
---- ---- ----
Federal income tax at statutory rate....................... 34.0% 34.0% 34.0%
State and local income taxes............................... 2.9 4.4 2.0
FAS 109 rate differential.................................. 0.7 1.3 0.8
FSC benefit................................................ 0.5 1.3 --
Valuation Allowance........................................ (3.4) -- --
Other...................................................... (2.0) (0.7) 1.1
---- ---- ----
Effective income tax rate.................................. 32.7% 40.3% 37.9%
==== ==== ====
At October 31, 2001, the Company has operating loss carryforwards of
$14,664,340 for tax purposes, some of which can be carried forward from ten to
twenty years.
48
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 15--Related Party Transactions
The Company had sales to MTD Products of $13,636,312, $18,410,324 and
$10,943,440 for the years 2001, 2000 and 1999, respectively. At October 31,
2001 and 2000, the Company had receivable balances of $4,344,507 and
$4,851,202, respectively, due from this shareholder and payable balances of
$1,338,311 and $3,282,747 due to this shareholder. A wholly owned subsidiary of
the Company issued a note to MTD Products in January 2001 in the principal
amount of $4,045,392. This note was due in full on November 2001. Interest on
the note was to be at a rate of 8.620%; however, MTD Products forgave all
interest associated with the note in fiscal 2001 in the aggregate amount of
$348,713. The Company satisfied all of its remaining obligations under the note
by issuing MTD Products 42,780 shares of Series A Preferred Stock in accordance
with an amendment to the Purchase Agreement, which was entered into as of
December 31, 2001. These shares were issued in January 2002 (Note 18).
The Company leases real property to its 49% owned joint venture, VCS LLC
(Note 7) under a non-cancelable operating lease. The lease is for five years
commencing August 1, 2001 and calls for monthly payments of $59,700. VCS LLC
has the option to purchase the real property throughout the course of the
original lease term and has three two year term renewal options.
Note 16--Quarterly Results of Operations (Unaudited)
As discussed in Notes 2 and 6, the Company changed its method of inventory
costing from LIFO to FIFO for certain inventories. The following information
has been restated to reflect the change in accounting principle for all
quarters for the years ended October 31, 2001 and October 31, 2000:
First Second Third Fourth
October 31, 2001 Quarter Quarter Quarter Quarter
---------------- -------- -------- -------- --------
(Dollars in thousands, except per
share)
Revenues................................ $166,242 $172,836 $165,166 $158,203
Gross profit (loss)..................... 18,997 12,188 13,639 (11,300)
Operating income (loss)................. 6,204 7,915 (3,856) (39,576)
Net income (loss)....................... 602 1,677 (6,390) (31,371)
Net income (loss) per share
(basic/diluted)........................ .04 .11 (.43) (2.12)
Weighted average number of shares:
Basic.................................. 14,798 14,798 14,798 14,798
Diluted................................ 14,798 14,798 14,798 14,798
In the third quarter, the Company recorded an asset impairment recovery of
$8,595 and restructuring charges of $183. Third quarter figures were
reclassified to conform with presentation at October 31, 2001. In the fourth
quarter, the Company recorded asset impairment charges of $6,677 and
restructuring charges of $1,228.
49
SHILOH INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The change in accounting principle affected gross profit (loss) and
operating income (loss) by $(664), $164, $(54) and $(322), net income (loss) by
$(445), $110, $(36) and $(219) and net income (loss) per share by $(.03), $0,
$0 and $(.01) for the first, second, third and fourth quarters, respectively,
of fiscal 2001.
First Second Third Fourth
October 31, 2000 Quarter Quarter Quarter Quarter
---------------- -------- -------- -------- --------
(Dollars in thousands, except per
share)
Revenues................................. $140,827 $165,666 $154,100 $170,169
Gross profit............................. 20,203 25,624 21,615 14,658
Operating income (loss).................. 8,630 11,982 9,274 (37,953)
Net income (loss)........................ 4,129 5,574 3,460 (26,194)
Net income (loss) per share
(basic/diluted)......................... .30 .40 .24 (1.77)
Weighted average number of shares:
Basic................................... 13,973 14,036 14,352 14,798
Diluted................................. 13,976 14,056 14,352 14,798
In the fourth quarter, the Company recorded restructuring charges of $1,230
and asset impairment charges of $33,237.
The change in accounting principle affected gross profit (loss) by $(17),
$52, $10 and $(648) and operating income (loss) by $(17), $52, $10 and $(843),
net income (loss) by $(11), $33, $6 and $(504) and net income (loss) per share
by $0, $0, $0 and $(.04) for the first, second, third and fourth quarters,
respectively, of fiscal 2000.
Note 17--Commitments and Contingent Liabilities
The Company is a party to several lawsuits and claims arising in the normal
course of its business. In the opinion of management, the Company's liability
or recovery, if any, under pending litigation and claims would not materially
affect its financial condition, results of operations or cash flows.
Note 18--Subsequent Events
In December 2001, the Company authorized 100,000 shares of Series A
Preferred Stock. These shares, with a par value of $.01 per share, rank senior
to the Company's common stock. The Series A Preferred Stock are entitled to
cumulative dividends, at a rate of $5.75 per share per annum, as declared by
the Company. They are non-voting and are not convertible into any other shares
of the Company's stock. The Company may elect to redeem any or all outstanding
shares of the Series A Preferred Stock annually for $100 per share plus all
accrued but unpaid dividends.
The Company satisfied all of its remaining obligations under the $4,045,392
note payable November 1, 2001 by issuing to MTD Products 42,780 shares of
Series A Preferred Stock in accordance with an amendment to the Purchase
Agreement, which was entered into as of December 31, 2001. The shares of Series
A Preferred Stock were issued in January 2002. For financial reporting
purposes, the debt is classified as long-term as of October 31, 2001.
On January 25, 2002, the Company's lenders consented to amend the credit
agreement. The amended and restated credit agreement is dated as of February
12, 2002 (Note 10).
50
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Company
Information with respect to Directors of the Company is set forth in the
Proxy Statement under the heading "Election of Directors," which information is
incorporated herein by reference. Information required by Item 401 of
Regulation S-K regarding the executive officers of the Company is included as
Item 4A of Part I of this Annual Report on Form 10-K as permitted by
Instruction 3 to Item 401(b) of Regulation S-K. Information required by Item
405 of Regulation S-K is set forth in the Proxy Statement under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance," which information is
incorporated herein by reference.
Item 11. Executive Compensation
Information with respect to executive compensation is set forth in the Proxy
Statement under the heading "Election of Directors" and under the heading
"Compensation of Executive Officers," which information is incorporated herein
by reference (except for the Compensation Committee Report on Executive
Compensation and the Comparative Stock Performance Graph).
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with respect to security ownership of certain beneficial owners
and management is set forth in the Proxy Statement under the heading
"Beneficial Ownership of Common Stock," which information is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
Information with respect to certain relationships and related transactions
is set forth in the Proxy Statement under the heading "Election of Directors --
Compensation Committee Interlocks and Insider Participation and Certain
Relationships and Related Transactions," which information is incorporated
herein by reference.
51
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this Annual Report on Form
10-K on Item 8.
1. Financial Statements.
Report of Independent Accountants
Consolidated Balance Sheets at October 31, 2001 and 2000.
Consolidated Statement of Income for the three years ended October 31,
2001.
Consolidated Statements of Cash Flows for the three years ended October 31,
2001.
Consolidated Statement of Stockholders' Equity for the three years ended
October 31, 2001.
Notes of Consolidated Financial Statements.
2. Financial Statement Schedule. The following consolidated financial statement
schedule of the Company and its subsidiaries and the report of the
independent accountants thereon are filed as part of this Annual Report on
Form 10-K and should be read in conjunction with the consolidated financial
statements of the Company and its subsidiaries included in the Annual Report
on Form 10-K.
52
SCHEDULE II
SHILOH INDUSTRIES, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Year Expenses Deductions Year
- ----------- ---------- ---------- ---------- ----------
Valuation account for accounts
receivable
Year ended October 31, 2001.. $1,777,611 $6,150,192 $1,793,340 $6,134,463
Year ended October 31, 2000.. $1,080,641 $2,013,499 $1,316,529(1) $1,777,611
Year ended October 31, 1999.. $ 919,704 $ 189,793 $ 28,856 $1,080,641
Reserve for excess, slow moving
and potentially
obsolete material
Year ended October 31, 2001.. $2,133,831 $3,457,832 $2,069,581 $3,522,082
Year ended October 31, 2000.. $ 144,888 $2,018,943 $ 30,000 $2,133,831
Year ended October 31,
1999........................ $ 664,140 $ 94,888 $ 614,140 $ 144,888
Valuation allowance for
deferred tax assets
Year ended October 31, 2001.. $4,912,050 $1,795,040 $3,040,330 $3,666,760
Year ended October 31, 2000.. $4,912,050 $ -- $ -- $4,912,050
Year ended October 31, 1999.. $4,912,050 $ -- $ -- $4,912,050
Schedules not listed above have been omitted because they are not applicable
or are not required or the information required to be set forth therein is
included in the consolidated financial statements or notes thereto.
- --------
(1) Approximately $1.1 million reflects the bad debt write-off relating to one
customer.
53
3. Exhibits.
2.1 Asset Purchase Agreement, dated June 21, 1999, among the Company,
Shiloh Automotive, Inc. and MTD Products Inc is incorporated herein
by reference to Appendix A of the Company's Proxy Statement on
Schedule 14A as filed with the Securities and Exchange Commission on
August 3, 1999 (Commission File No. 0-21964).
2.2 First Amendment to Asset Purchase Agreement, dated August 31, 1999,
among the Company, Shiloh Automotive, Inc. and MTD Products Inc. is
incorporated herein by reference to Exhibit 2.2 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1999 (Commission File No. 0-21964).
2.3 Second Amendment to Asset Purchase Agreement, dated January 22,
2001, by and among the Company, Shiloh Automotive, Inc. and MTD
Products Inc is incorporated herein by reference to Exhibit 2.3 of
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2000 (Commission File No. 0-21964).
2.4 Third Amendment to Asset Purchase Agreement, dated December 31,
2001, by and among the Company, Shiloh Automotive, Inc. and MTD
Products Inc.
2.5 Closing Agreement, dated as of October 31, 1999, by and among the
Company, Shiloh Automotive, Inc. and MTD Products Inc is
incorporated herein by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on November 15, 1999 (Commission File No. 0-21964).
2.6 Asset Purchase Agreement, dated July 18, 2000 by and between the
Company and A.G. Simpson (Tennessee) Inc. is incorporated herein by
reference to the Company's quarterly report on Form 10-Q for the
quarterly period ended July, 31, 2000 (Commission File No. 0-21964).
2.7 Asset Purchase Agreement, dated May 29, 2001, by and between Valley
City Steel Company and Valley City Steel, LLC is incorporated herein
by reference to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended April 30, 2001 (Commission File No. 0-21964).
3.1(i) Restated Certificate of Incorporation of the Company is incorporated
herein by reference to Exhibit 3.1(i) of the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1995 (Commission
File No. 0-21964).
3.1(ii) Certificate of Designation, dated December 31, 2001, authorizing the
issuance of 100,000 shares of Series A Preferred Stock, par value
$.01.
3.1(iii) By-Laws of the Company are incorporated herein reference to Exhibit
3.1 (ii) of the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995 (Commission File No. 0-21964).
4.1 Specimen certificate for the Common Stock, par value $.01 per share,
of the Company is incorporated herein by reference to Exhibit 4.1 of
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 (Commission File No. 0-21964).
4.2 Stockholders Agreement, dated June 22, 1993, by and among the
Company, MTD Products Inc and the stockholders named therein is
incorporated herein by reference to Exhibit 4.3 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995 (Commission File No. 0-21964).
4.3 Registration Rights Agreement, dated June 22, 1993, by and among the
Company, MTD Products Inc and the stockholders named therein is
incorporated herein by reference to Exhibit 4.3 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995 (Commission File No. 0-21964).
4.4 First Amendment to Stockholders Agreement, dated March 11, 1994, by
and among the Company, MTD Products Inc and the stockholders named
therein is incorporated herein by reference to Exhibit 4.4 of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 (Commission File No. 0-21964).
4.5 Termination of Stockholders Agreement dated as of May 29, 2001, by
and among the Company, MTD Products Inc and the stockholders named
therein.
54
10.1 Loan Agreement, dated February 1, 1995, by and between Medina County,
Ohio and Valley City Steel Company is incorporated herein by reference
to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1996 (Commission File No. 0-21964).
10.2 Operating Agreement for Shiloh of Michigan, L.L.C., dated January 2,
1996, by and among Shiloh of Michigan, L.L.C., Rouge Steel Company and
the Company is incorporated herein by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1996 (Commission File No. 0-21964).
10.3 Master Unsecured Demand Promissory Note of Shiloh Corporation to The
Richland Trust Company of Mansfield, dated April 2, 1991, is
incorporated herein by reference to Exhibit 10.7 of the Company's Annual
Report of Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
10.4* Amended and Restated 1993 Key Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit B of the Company's Proxy
Statement on Schedule 14A for the fiscal year ended October 31, 2000
(Commission File No. 0-21964).
10.5* Executive Incentive Bonus Plan is incorporated herein by reference to
Exhibit 10.9 of the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995 (Commission File No. 0-21964).
10.6* Indemnification Agreement, dated July 2, 1993, by and between the
Company and Robert L. Grissinger (with an attached schedule identifying
the directors and officers of the Company that have entered into an
identical agreement) is incorporated herein by reference to Exhibit
10.10 of the Company's Annual Report on From 10-K for the fiscal year
ended October 31, 1995 (Commission File No. 0-21964).
10.7* Option Agreement, dated May 28, 1993, by and between the Company and
Robert L. Grissinger (with an attached schedule identifying the other
optionees that have entered into option agreements with the Company) is
incorporated herein by reference to Exhibit 10.15 of the Company's
Annual Report on From 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
10.8 Master Unsecured Demand Promissory Note of Shiloh Corporation to The
Richland Trust Company of Mansfield, dated December 6, 1996 is
incorporated herein by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q/A for the fiscal quarter ended January 1,
1997 (Commission File No. 0-21964).
10.9* Supplemental Retirement Trust Agreement, dated June 1, 1997, by and
among the Company, First Union National Bank of North Carolina and
Robert L. Grissinger is incorporated herein by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1997 (Commission File No. 0-21964).
10.10 Credit Agreement, dated August 11, 2000 by and among the Company, the
lenders a party thereto, The Chase Manhattan Bank as Administrative
Agent and Collateral Agent, KeyBank National Association as Syndication
Agent and Bank One Michigan as Documentation Agent is incorporated
herein by reference to Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended July 31, 2000 (Commission File
No. 0-21964).
10.11 Amendment No. 1 to the Credit Agreement, dated as of May 10, 2001, is
incorporated herein by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July 31,
2001 (Commission File No. 0-21964).
10.12 Transitional Services Agreement, dated October 31, 1999, by and among
the Company, Shiloh Automotive, Inc. and MTD Products Inc is
incorporated herein by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31, 1999
(Commission File No. 0-21964).
10.13 $4,045,392 Cognovit Note of Shiloh Automotive, Inc. to MTD Products Inc,
dated as of January 22, 2001 is incorporated herein by reference to
Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 2000 (Commission File No. 0-21964).
55
10.14 Operating Agreement for Valley City Steel LLC, dated July 31, 2001, by
and among Viking Steel, Valley City Steel Company and Valley City Steel-
779, LLC.
10.15 Joint Development Agreement, dated June 4, 2001, by and between the
Company and Pullman Industries, Inc.
10.16 Credit Agreement, as amended and restated as of February 12, 2002 by and
among the Company, the lenders a party thereto, JPMorgan Chase Bank as
Administrative Agent and Collateral Agent, KeyBank National Association
as Syndication Agent and Bank One, Michigan as Documentation Agent and
J.P. Morgan Securities Inc. as Lead Arranger and Book Manager.
18.1 Letter from PricewaterhouseCoopers LLP regarding a change in accounting
principle.
21.1 Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
October 31, 2001.
- --------
* Reflects management contract or other compensatory arrangement required to
be filed as an exhibit pursuant to Item 14 (c) of this Report.
56
SIGNATURES
Pursuant to the requirements of Section 13 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.
Date: February 13, 2002
/s/ Stephen E. Graham
By: _________________________________
Stephen E. Graham
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and the capabilities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Theodore K. Zampetis President and Chief February 13, 2002
______________________________________ Executive Officer and
Theodore K. Zampetis Director (Principal
Executive Officer)
/s/ Stephen E. Graham Chief Financial Officer February 13, 2002
______________________________________ (Principal Accounting and
Stephen E. Graham Principal Financial
Officer)
* Chairman and Director February 13, 2002
______________________________________
Curtis E. Moll
* Director February 13, 2002
______________________________________
Maynard H. Murch IV
* Director February 13, 2002
______________________________________
Ronald C. Houser
* Director February 13, 2002
______________________________________
David J. Hessler
* Director February 13, 2002
______________________________________
James A. Karman
* Director February 13, 2002
______________________________________
John J. Tanis
* The undersigned, by signing his name hereto, does sign and execute this
Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the
above-named officers and Directors of the Company and filed with the
Securities and Exchange Commission on behalf of such officers and Directors.
/s/ Stephen E. Graham
By: _________________________________
Stephen E. Graham, Attorney-In-Fact
57
EXHIBIT INDEX
Exhibit
No. Exhibit Description
------- -------------------
2.1 Asset Purchase Agreement, dated June 21, 1999, among the Company,
Shiloh Automotive, Inc. and MTD Products Inc is incorporated herein
by reference to Appendix A of the Company's Proxy Statement on
Schedule 14A as filed with the Securities and Exchange Commission on
August 3, 1999 (Commission File No. 0-21964).
2.2 First Amendment to Asset Purchase Agreement, dated August 31, 1999,
among the Company, Shiloh Automotive, Inc. and MTD Products Inc. is
incorporated herein by reference to Exhibit 2.2 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1999 (Commission File No. 0-21964).
2.3 Second Amendment to Asset Purchase Agreement, dated January 22,
2001, by and among the Company, Shiloh Automotive, Inc. and MTD
Products Inc is incorporated herein by reference to Exhibit 2.3 of
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2000 (Commission File No. 0-21964).
2.4 Third Amendment to Asset Purchase Agreement, dated December 31,
2001, by and among the Company, Shiloh Automotive, Inc. and MTD
Products Inc.
2.5 Closing Agreement, dated as of October 31, 1999, by and among the
Company, Shiloh Automotive, Inc. and MTD Products Inc is
incorporated herein by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on November 15, 1999 (Commission File No. 0-21964).
2.6 Asset Purchase Agreement, dated July 18, 2000 by and between the
Company and A.G. Simpson (Tennessee) Inc. is incorporated herein by
reference to the Company's quarterly report on Form 10-Q for the
quarterly period ended July, 31, 2000 (Commission File No. 0-21964).
2.7 Asset Purchase Agreement, dated May 29, 2001, by and between Valley
City Steel Company and Valley City Steel, LLC is incorporated herein
by reference to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended April 30, 2001 (Commission File No. 0-21964).
3.1(i) Restated Certificate of Incorporation of the Company is incorporated
herein by reference to Exhibit 3.1(i) of the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1995 (Commission
File No. 0-21964).
3.1(ii) Certificate of Designation, dated December 31, 2001, authorizing the
issuance of 100,000 shares of Series A Preferred Stock, par value
$.01.
3.1(iii) By-Laws of the Company are incorporated herein reference to Exhibit
3.1 (ii) of the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995 (Commission File No. 0-21964).
4.1 Specimen certificate for the Common Stock, par value $.01 per share,
of the Company is incorporated herein by reference to Exhibit 4.1 of
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 (Commission File No. 0-21964).
4.2 Stockholders Agreement, dated June 22, 1993, by and among the
Company, MTD Products Inc and the stockholders named therein is
incorporated herein by reference to Exhibit 4.3 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995 (Commission File No. 0-21964).
4.3 Registration Rights Agreement, dated June 22, 1993, by and among the
Company, MTD Products Inc and the stockholders named therein is
incorporated herein by reference to Exhibit 4.3 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1995 (Commission File No. 0-21964).
4.4 First Amendment to Stockholders Agreement, dated March 11, 1994, by
and among the Company, MTD Products Inc and the stockholders named
therein is incorporated herein by reference to Exhibit 4.4 of the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 (Commission File No. 0-21964).
58
Exhibit
No. Exhibit Description
------- -------------------
4.5 Termination of Stockholders Agreement dated as of May 29, 2001, by and
among the Company, MTD Products Inc and the stockholders named
therein.
10.1 Loan Agreement, dated February 1, 1995, by and between Medina County,
Ohio and Valley City Steel Company is incorporated herein by reference
to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1996 (Commission File No. 0-21964).
10.2 Operating Agreement for Shiloh of Michigan, L.L.C., dated January 2,
1996, by and among Shiloh of Michigan, L.L.C., Rouge Steel Company and
the Company is incorporated herein by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1996 (Commission File No. 0-21964).
10.3 Master Unsecured Demand Promissory Note of Shiloh Corporation to The
Richland Trust Company of Mansfield, dated April 2, 1991, is
incorporated herein by reference to Exhibit 10.7 of the Company's
Annual Report of Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
10.4* Amended and Restated 1993 Key Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit B of the Company's Proxy
Statement on Schedule 14A for the fiscal year ended October 31, 2000
(Commission File No. 0-21964).
10.5* Executive Incentive Bonus Plan is incorporated herein by reference to
Exhibit 10.9 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995 (Commission File No. 0-21964).
10.6* Indemnification Agreement, dated July 2, 1993, by and between the
Company and Robert L. Grissinger (with an attached schedule
identifying the directors and officers of the Company that have
entered into an identical agreement) is incorporated herein by
reference to Exhibit 10.10 of the Company's Annual Report on From 10-K
for the fiscal year ended October 31, 1995 (Commission File No. 0-
21964).
10.7* Option Agreement, dated May 28, 1993, by and between the Company and
Robert L. Grissinger (with an attached schedule identifying the other
optionees that have entered into option agreements with the Company)
is incorporated herein by reference to Exhibit 10.15 of the Company's
Annual Report on From 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
10.8 Master Unsecured Demand Promissory Note of Shiloh Corporation to The
Richland Trust Company of Mansfield, dated December 6, 1996 is
incorporated herein by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q/A for the fiscal quarter ended January
1, 1997 (Commission File No. 0-21964).
10.9* Supplemental Retirement Trust Agreement, dated June 1, 1997, by and
among the Company, First Union National Bank of North Carolina and
Robert L. Grissinger is incorporated herein by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1997 (Commission File No. 0-21964).
10.10 Credit Agreement, dated August 11, 2000 by and among the Company, the
lenders a party thereto, The Chase Manhattan Bank as Administrative
Agent and Collateral Agent, KeyBank National Association as
Syndication Agent and Bank One Michigan as Documentation Agent is
incorporated herein by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July 31,
2000 (Commission File No. 0-21964).
10.11 Amendment No. 1 to the Credit Agreement, dated as of May 10, 2001, is
incorporated herein by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July 31,
2001 (Commission File No. 0-21964).
10.12 Transitional Services Agreement, dated October 31, 1999, by and among
the Company, Shiloh Automotive, Inc. and MTD Products Inc is
incorporated herein by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the fiscal year ended October 31, 1999
(Commission File No. 0-21964).
59
Exhibit
No. Exhibit Description
------- -------------------
10.13 $4,045,392 Cognovit Note of Shiloh Automotive, Inc. to MTD Products
Inc, dated as of January 22, 2001 is incorporated herein by reference
to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 2000 (Commission File No. 0-21964).
10.14 Operating Agreement for Valley City Steel LLC, dated July 31, 2001, by
and among Viking Steel, Valley Steel Company and Valley City Steel-
779, LLC.
10.15 Joint Development Agreement, dated June 4, 2001, by and between the
Company and Pullman Industries, Inc.
10.16 Credit Agreement, as amended and restated as of February 12, 2002 by
and among the Company, the lenders a party thereto, JPMorgan Chase
Bank as Administrative Agent and Collateral Agent, KeyBank National
Association as Syndication Agent and Bank One, Michigan as
Documentation Agent and J.P. Morgan Securities Inc. as Lead Arranger
and Book Manager.
18.1 Letter from PricewaterhouseCoopers LLP regarding a change in
accounting principle.
21.1 Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
October 31, 2001.
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* Reflects management contract or other compensatory arrangement required to
be filed as an exhibit pursuant to Item 14 (c) of this Report.
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