Form 8-K SHILOH INDUSTRIES INC For: Jan 05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________
FORM 8-K
______________________________________________________
CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the |
Securities Exchange Act of 1934 |
Date of report (Date of earliest event reported): January 5, 2018 |
Shiloh Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 0-21964 | 51-0347683 | ||
(State of Other | (Commission File No.) | (I.R.S. Employer | ||
Jurisdiction | Identification No.) | |||
of Incorporation) | ||||
880 Steel Drive, Valley City, Ohio 44280 |
(Address of Principal Executive Offices) (Zip Code) |
Registrant's telephone number, including area code: |
(330) 558-2600 |
N/A |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On January 5, 2018, Shiloh Industries, Inc. (the "Company") issued a press release announcing its operating results for the fourth quarter and full fiscal year ended October 31, 2017. A copy of the press release is attached as Exhibit 99.1 to this Report.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibit.
(a) Exhibits
99.1 Press Release of Shiloh Industries, Inc. dated January 5, 2018
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SHILOH INDUSTRIES, INC. | |||
Date: | January 5, 2018 | By: | /s/ W. Jay Potter Name: W. Jay Potter Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. Description
99.1Press Release of Shiloh Industries, Inc. dated January 5, 2018
SHILOH INDUSTRIES REPORTS FOURTH-QUARTER and FULL-YEAR FISCAL 2017 RESULTS
FULL-YEAR GROSS MARGIN EXPANSION OF 200 BASIS POINTS
VALLEY CITY, Ohio, January 5, 2018 (GLOBE NEWSWIRE) - Shiloh Industries, Inc. (NASDAQ: SHLO), a leading global supplier of lightweighting, noise, and vibration solutions to the automotive, commercial vehicle and other industrial markets, today reported fourth-quarter and full-year financial results for our fiscal year ended October 31, 2017.
Fourth-Quarter 2017 Highlights (compared to Fourth-Quarter 2016):
• | Revenues decreased to $264.2 million. |
• | Gross profit of $28.3 million with a gross margin of 10.7%. |
• | Net loss was $0.9 million or 4 cents per share. |
• | Adjusted earnings per basic share was 13 cents. |
• | Adjusted EBITDA was $18.3 million. |
• | Adjusted EBITDA margin was 6.9%. |
• | New product wins represented an expected $213 million in sales over the life-of-programs. |
Full-Year 2017 Highlights (compared to Full-Year 2016):
• | Revenues were $1,042.0 million compared to $1,065.8 million, with improved margins. |
• | Gross margin increased 200 basis points to 11.0% compared to 9.0%, benefiting from favorable product mix and operational efficiencies. |
• | Gross profit increased 18.7% to $114.1 million, compared to $96.2 million, reflecting an increase of $18 million on lower revenues. |
• | Basic net loss per share was 4 cents, compared to basic net income per share of 21 cents. |
• | Basic adjusted earnings per share of 53 cents compared to 59 cents. |
• | Adjusted EBITDA was $75.6 million compared to $63.3 million, a 19.5% improvement. |
• | Adjusted EBITDA margin improved 140 basis points to 7.3% compared to 5.9%. |
• | Cash flows from operating activities generated $76.3 million for the year. |
• | Debt was reduced by $75.9 million. |
• | New product wins represented an expected $661 million in sales over the life-of-program. |
“Fiscal 2017 was a year of meaningful improvement for Shiloh as we continued to make gains transforming from a process company to a value-added product company,” said Ramzi Hermiz, President and Chief Executive Officer, of Shiloh Industries. “We delivered improved mix, higher margins and record Adjusted EBITDA, while providing our customers with leading product solutions supported by excellence in service. During the fourth quarter, we took important steps to optimize our footprint and realign resources as we focus on continued profit improvement, while also better preparing for potential changes in the cycle. We remain encouraged about the long term drivers of demand for our lightweighting solutions.”
Restructuring Actions
During the fourth quarter, the Company incurred restructuring expense of $4.8 million, primarily due to the initiation of actions to idle its Pendergrass facility. This action is designed to improve future profitability and competitiveness. The largest portion of the restructuring expenses is related to non-cash asset impairment costs associated with footprint rationalization and mix shift away from commodity products. In addition, we will implement restructuring measures to improve the overall enterprise structure to proactively address the shift in consumer preferences to trucks and SUVs away from passenger cars and the need for incremental lightweighting technologies.
2018 Outlook
Shiloh is introducing guidance for the full year fiscal 2018 with adjusted EBITDA in a range of $73 million to $76 million and an adjusted EBITDA margin range of 7.4% to 7.8%. Additionally, the Company expects annual capital expenditures to be approximately 4% to 5% of revenue.
Shiloh to Host Conference Call Today at 8:00 A.M. ET
Shiloh will host a conference call on Friday, January 5, 2018 at 8:00 A.M. Eastern Time to discuss Shiloh's fourth-quarter and full-year 2017 fiscal financial results. The conference call can be accessed by dialing 1-877-407-0784, or for international callers, 1-201-689-8560. Please dial-in approximately five minutes in advance and request the Shiloh fourth-quarter fiscal 2017 results conference call. A replay will be
available after the call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13674798. The replay will be available until January 26, 2018. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investor Relations section of Shiloh's website at www.shiloh.com.
Investor Contact:
For inquiries, please contact Thomas Dugan, Vice President Finance and Treasurer at: 1-330-558-2600 or at [email protected]
About Shiloh Industries, Inc.
Shiloh Industries, Inc. (NASDAQ: SHLO) is a global innovative solutions provider focusing on lightweighting technologies that provide environmental and safety benefits to the mobility market. Shiloh designs and manufactures products within body structure, chassis and powertrain systems, leveraging one of the broadest portfolios in the industry. Shiloh’s multi-component, multi-material solutions are comprised of a variety of alloys in aluminum, magnesium and steel grades, along with its proprietary line of noise and vibration reducing ShilohCore™ acoustic laminate products. The strategic BlankLight®, CastLight® and StampLight® brands combine to maximize lightweighting solutions without compromising safety or performance. Shiloh has over 3,600 dedicated employees with operations, sales and technical centers throughout Asia, Europe and North America.
Forward-Looking Statements
Certain statements made by Shiloh in this press release regarding our operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales, earnings expectations, cost savings, awarded sales, volume growth, earnings or general belief in our expectations of future operating results are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are made on the basis of management's assumptions and expectations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements due to a variety of factors, including (1) our ability to accomplish our strategic objectives; (2) our ability to obtain future sales; (3) changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities; (4) costs related to legal and administrative matters; (5) our ability to realize cost savings expected to offset price concessions; (6) our ability to successfully integrate acquired businesses, including businesses located outside of the United States; (7) risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure
and the lack of acceptance of our products; (8) inefficiencies related to production and product launches that are greater than anticipated; (9) changes in technology and technological risks; (10) work stoppages and strikes at our facilities and that of our customers or suppliers; (11) our dependence on the automotive and heavy truck industries, which are highly cyclical; (12) the dependence of the automotive industry on consumer spending, which is subject to the impact of domestic and international economic conditions affecting car and light truck production; (13) regulations and policies regarding international trade; (14) financial and business downturns of our customers or vendors, including any production cutbacks or bankruptcies; (15) increases in the price of, or limitations on the availability of aluminum, magnesium or steel, our primary raw materials, or decreases in the price of scrap steel; (16) the successful launch and consumer acceptance of new vehicles for which we supply parts; (17) the impact on financial statements of any known or unknown accounting errors or irregularities; and the magnitude of any adjustments in restated financial statements of our operating results; (18) the occurrence of any event or condition that may be deemed a material adverse effect under our outstanding indebtedness or a decrease in customer demand which could cause a covenant default under our outstanding indebtedness; (19) pension plan funding requirements; and (20) other factors besides those listed here could also materially affect our business. See "Part II, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 for a more complete discussion of these risks and uncertainties. Any or all of these risks and uncertainties could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements reflect management's analysis only as of the date of this Press Release. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of filing this Press Release. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents we file from time to time with the SEC.
Non-GAAP Financial Measures
This press release includes the following non-GAAP financial measures: “EBITDA,” “adjusted EBITDA ," "adjusted EBITDA margin" and "adjusted earnings per share." We define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. We define adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, and other adjustments as described in the reconciliations accompanying this press release. We define adjusted EBITDA margin as adjusted EBITDA divided by net revenues as shown in the reconciliations accompanying this press release. Adjusted earnings per share excludes certain income and expense items as shown in the reconciliation accompanying this press release. We use EBITDA, adjusted EBITDA, adjusted EBITDA margin and adjusted earnings per share as supplements to information provided in accordance with generally
accepted accounting principles ("GAAP") in evaluating our business and they are included in this press release because they are principal factors upon which our management assesses performance. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP are set forth below. The non-GAAP measures presented in this release are not measures of performance under GAAP. These measures should not be considered as alternatives for the most directly comparable financial measures calculated in accordance with GAAP. Other companies in our industry may define these non-GAAP measures differently than we do and, as a result, these non-GAAP measures may not be comparable to similarly titled measures used by other companies; and certain of our non-GAAP financial measures exclude financial information that some may consider important in evaluating our performance. Given the inherent uncertainty regarding special items and other expenses in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is not feasible. The magnitude of these items, however, may be significant.
Adjusted Earnings Per Share Reconciliation | Three Months Ended October 31, | Year Ended October 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income (loss) per common share (GAAP) | ||||||||||||||||
Basic | $ | (0.04 | ) | $ | 0.31 | $ | (0.04 | ) | $ | 0.21 | ||||||
Restructuring | 0.13 | — | 0.16 | — | ||||||||||||
Tax valuation reserve | — | — | 0.12 | — | ||||||||||||
Plant optimization activities | — | 0.05 | 0.07 | 0.09 | ||||||||||||
Amortization of intangibles | 0.02 | 0.02 | 0.08 | 0.08 | ||||||||||||
Asset impairment | 0.01 | 0.06 | 0.04 | 0.07 | ||||||||||||
Marketable securities | — | — | 0.03 | — | ||||||||||||
Legal and professional fees | 0.01 | — | 0.07 | 0.07 | ||||||||||||
Foreign adjustments | — | 0.06 | — | 0.07 | ||||||||||||
Adjusted basic earnings per share (non-GAAP) | $ | 0.13 | $ | 0.50 | $ | 0.53 | $ | 0.59 | ||||||||
Adjusted EBITDA Reconciliation | Three Months Ended October 31, | Year Ended October 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||||
Net income (loss) (GAAP) | $ | (926 | ) | $ | 5,265 | $ | (697 | ) | $ | 3,669 | |||||||
Depreciation and amortization | 10,702 | 9,260 | 41,648 | 37,645 | |||||||||||||
Interest expense, net | 2,290 | 4,552 | 15,084 | 18,063 | |||||||||||||
Income taxes | 434 | (4,949 | ) | 7,120 | (5,152 | ) | |||||||||||
EBITDA (non-GAAP) | 12,500 | 14,128 | 63,155 | 54,225 | |||||||||||||
Restructuring | 4,777 | — | 4,777 | — | |||||||||||||
Plant optimization activities | — | — | 1,263 | 1,978 | 2,263 | ||||||||||||
Stock compensation expense | 326 | 288 | 1,698 | 1,072 | |||||||||||||
Asset impairment | 200 | 1,758 | 1,115 | 2,031 | |||||||||||||
Marketable securities | — | — | 873 | — | |||||||||||||
Legal and professional fees | 496 | — | 2,053 | 1,800 | |||||||||||||
Foreign adjustments | — | 1,566 | — | 1,916 | |||||||||||||
Adjusted EBITDA (non-GAAP) | $ | 18,299 | $ | 19,003 | $ | 75,649 | $ | 63,307 | |||||||||
Adjusted EBITDA margin (non-GAAP) | 6.9 | % | 6.7 | % | 7.3 | % | 5.9 | % | |||||||||
SHILOH INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
October 31, 2017 | October 31, 2016 | ||||||
ASSETS: | |||||||
Cash and cash equivalents | $ | 8,736 | $ | 8,696 | |||
Investment in marketable securities | 194 | 174 | |||||
Accounts receivable, net | 188,664 | 183,862 | |||||
Related-party accounts receivable | 759 | 1,235 | |||||
Prepaid income taxes | 338 | 1,653 | |||||
Inventories, net | 61,812 | 60,547 | |||||
Prepaid expenses and other assets | 34,018 | 36,986 | |||||
Total current assets | 294,521 | 293,153 | |||||
Property, plant and equipment, net | 266,891 | 265,837 | |||||
Goodwill | 27,859 | 27,490 | |||||
Intangible assets, net | 15,025 | 17,279 | |||||
Deferred income taxes | 6,338 | 9,974 | |||||
Other assets | 7,949 | 12,696 | |||||
Total assets | $ | 618,583 | $ | 626,429 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||||
Current debt | $ | 2,027 | $ | 2,023 | |||
Accounts payable | 166,059 | 158,514 | |||||
Other accrued expenses | 46,171 | 40,824 | |||||
Accrued income taxes | 1,628 | 1,686 | |||||
Total current liabilities | 215,885 | 203,047 | |||||
Long-term debt | 181,065 | 256,922 | |||||
Long-term benefit liabilities | 21,106 | 23,312 | |||||
Deferred income taxes | 9,166 | 4,734 | |||||
Interest rate swap agreement | 2,088 | 5,036 | |||||
Other liabilities | 952 | 588 | |||||
Total liabilities | 430,262 | 493,639 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at October 31, 2017 and October 31, 2016, respectively | — | — | |||||
Common stock, par value $.01 per share; 50,000,000 shares authorized; 23,121,957 and 17,614,057 shares issued and outstanding at October 31, 2017 and October 31, 2016, respectively | 231 | 176 | |||||
Paid-in capital | 112,351 | 70,403 | |||||
Retained earnings | 117,976 | 118,673 | |||||
Accumulated other comprehensive loss, net | (42,237 | ) | (56,462 | ) | |||
Total stockholders’ equity | 188,321 | 132,790 | |||||
Total liabilities and stockholders’ equity | $ | 618,583 | $ | 626,429 | |||
SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
Three Months Ended October 31, | Year Ended October 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net revenues | $ | 264,170 | $ | 281,683 | $ | 1,041,986 | $ | 1,065,834 | |||||||
Cost of sales | 235,908 | 251,587 | 927,853 | 969,658 | |||||||||||
Gross profit | 28,262 | 30,096 | 114,133 | 96,176 | |||||||||||
Selling, general & administrative expenses | 20,008 | 21,535 | 83,142 | 73,417 | |||||||||||
Amortization of intangible assets | 565 | 563 | 2,259 | 2,258 | |||||||||||
Asset impairment, net | 200 | 1,758 | 241 | 2,031 | |||||||||||
Restructuring | 4,777 | — | 4,777 | — | |||||||||||
Operating income | 2,712 | 6,240 | 23,714 | 18,470 | |||||||||||
Interest expense | 2,291 | 4,569 | 15,088 | 18,086 | |||||||||||
Interest income | (1 | ) | (17 | ) | (4 | ) | (23 | ) | |||||||
Other expense | 914 | 1,372 | 2,207 | 1,890 | |||||||||||
Income (loss) before income taxes | (492 | ) | 316 | 6,423 | (1,483 | ) | |||||||||
Provision (benefit) for income taxes | 434 | (4,949 | ) | 7,120 | (5,152 | ) | |||||||||
Net income (loss) | $ | (926 | ) | $ | 5,265 | $ | (697 | ) | $ | 3,669 | |||||
Income (loss) per share: | |||||||||||||||
Basic income (loss) per share | $ | (0.04 | ) | $ | 0.31 | $ | (0.04 | ) | $ | 0.21 | |||||
Basic weighted average number of common shares | 23,055 | 17,614 | 19,233 | 17,513 | |||||||||||
Diluted income (loss) per share | $ | (0.04 | ) | $ | 0.31 | $ | (0.04 | ) | $ | 0.21 | |||||
Diluted weighted average number of common shares | 23,253 | 17,629 | 19,233 | 17,526 | |||||||||||
SHILOH INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
Year Ended October 31, | ||||||||
2017 | 2016 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income (loss) | $ | (697 | ) | $ | 3,669 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 41,648 | 37,645 | ||||||
Asset impairment, net | 241 | 2,031 | ||||||
Restructuring | 4,420 | — | ||||||
Amortization of deferred financing costs | 3,115 | 2,505 | ||||||
Deferred income taxes | 4,174 | (2,704 | ) | |||||
Stock-based compensation expense | 1,698 | 1,072 | ||||||
(Gain) loss on sale of assets | 1,590 | (55 | ) | |||||
Other than temporary impairment on marketable securities | 695 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (2,919 | ) | 10,975 | |||||
Inventories, net | (888 | ) | (2,408 | ) | ||||
Prepaids and other assets | 5,375 | 14,476 | ||||||
Payables and other liabilities | 16,715 | (1,843 | ) | |||||
Prepaid and accrued income taxes | 1,148 | 3,998 | ||||||
Net cash provided by operating activities | 76,315 | 69,361 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Capital expenditures | (48,395 | ) | (28,324 | ) | ||||
Sale of (investment in) joint venture | 1,170 | (1,500 | ) | |||||
Proceeds from sale of assets | 7,605 | 1,508 | ||||||
Net cash used for investing activities | (39,620 | ) | (28,316 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Payment of capital leases | (879 | ) | (860 | ) | ||||
Proceeds from long-term borrowings | 221,600 | 145,400 | ||||||
Repayments of long-term borrowings | (296,770 | ) | (186,301 | ) | ||||
Payment of deferred financing costs | (1,779 | ) | (1,785 | ) | ||||
Proceeds from exercise of stock options | 78 | — | ||||||
Proceeds from the issuance of common stock | 40,227 | — | ||||||
Net cash used for financing activities | (37,523 | ) | (43,546 | ) | ||||
Effect of foreign currency exchange rate fluctuations on cash | 868 | (1,903 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 40 | (4,404 | ) | |||||
Cash and cash equivalents at beginning of period | 8,696 | 13,100 | ||||||
Cash and cash equivalents at end of period | $ | 8,736 | $ | 8,696 | ||||
Supplemental Cash Flow Information: | ||||||||
Cash paid for interest | $ | 12,432 | $ | 15,801 | ||||
Cash paid for (refund of) income taxes | 1,780 | (5,855 | ) | |||||
Non-cash Activities: | ||||||||
Capital equipment included in accounts payable | $ | 4,239 | $ | 5,604 | ||||