SHLO Shiloh Industries Inc

Shiloh Industries, Inc. (NASDAQ: SHLO), an environmentally focused global supplier of lightweighting, noise and vibration solutions to the automotive, commercial vehicle and other industrial markets, today reported financial results for its fiscal 2020 second quarter ended April 30, 2020.

Second-Quarter 2020 Highlights:

• Revenues were $157.9 million.
• Net loss was $58.7 million, including a non-cash impairment charge of $24.5 million.
• Adjusted EBITDA was a loss of $3.2 million.
• Cash on hand was $91.6 million as of April 30, 2020.
• Successfully implemented the comprehensive Shiloh Safe Restart Plan to all facilities worldwide in response to COVID-19.
• Instituted numerous actions to reduce costs and preserve liquidity, including headcount reductions and the furloughing of employees as well as mandatory and voluntary pay and benefit reductions.
• Achieved new customer wins, in the second quarter, with contract revenue of $136.7 million.
• Resumed customer shipments in Q3 and continue to ramp up global operations to serve customers as market demand recovers.
• Engaged external advisors to explore options to help further improve the company’s long term financial position.

“As a result of market conditions, business restrictions and other matters associated with the COVID-19 outbreak, many OEMs suspended manufacturing operations, particularly in North America, Europe and Asia, and these substantial disruptions significantly impacted our financial performance during the second quarter of 2020,” said Cloyd J. Abruzzo, Interim Chief Executive Officer. “In response to the outbreak and business disruption, we instituted employee safety protocols to contain the spread, including domestic and international travel restrictions, work-from-home practices, extensive cleaning protocols, social distancing and various temporary closures of our administrative offices and manufacturing facilities. At the same time, the Company implemented a range of actions aimed at reducing costs and preserving liquidity, including temporary salary reductions ranging from 20% to 25%, temporary reduction in board fees, reduction of discretionary spending, mandatory vacations, headcount reduction and furloughs.”

Mr. Abruzzo continued, “As we moved into the third quarter, our global operations began coming back online in China, Europe and North America. Although we have experienced some expected operational issues related to starting up plants that were shut down for an extended period of time, we are working safely to ramp up manufacturing and meet customer demand. We are also continuing to work with our lenders and have engaged outside advisors to help us evaluate options intended to strengthen Shiloh’s financial position for the long term.”

The net loss for second quarter 2020 was $58.7 million compared to $1.1 million of net income in the second quarter last year. The significant loss was due to a $24.5 million non-cash impairment of assets, $29.2 million negative impact on gross margin mainly due to the impacts of COVID-19, higher restructuring costs and other one-time costs incurred during the quarter to amend debt covenants. The Company had $91.6 million of cash on hand as of April 30, 2020, and is currently in compliance with its amended covenants under the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), entered into on June 11, 2020, as described below.

Amendment to Credit Agreement

As previously announced, on June 11, 2020 the Company entered into the Tenth Amendment, pursuant to which, among other things, the Company received a waiver of the interest coverage ratio and leverage ratio covenants for the quarters ended April 30, 2020 and July 31, 2020. The Company has been actively working during the waiver period to complete a debt refinancing, evaluate additional capital sources and review other strategic alternatives to successfully navigate the current operating environment. The Company believes the cash balances and any future availability on the revolving credit facility will provide sufficient liquidity to fund its operations during the third quarter, assuming there are no unanticipated additional significant disruptions related to COVID-19 or other events in the third quarter of fiscal 2020.

This press release should be read in conjunction with the Company’s second quarter form 10-Q for further disclosure related to the financial statements, results of operations, liquidity position, impact of COVID-19 and risk factors for the quarter.

Investor Contact:

For inquiries, please contact our Investor Relations department at: 1-646-378-2986 or at investors@shiloh.com.

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 propulsion systems. 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 approximately 3,150 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 derive a substantial portion of our sales from large customers; (3) our ability to obtain future sales; (4) changes in worldwide economic, social and political conditions, including adverse effects from war, natural disasters, terrorism or related hostilities; (5) the duration and severity of the COVID-19 pandemic, any preventive or protective actions taken by governmental authorities, and the effectiveness of actions taken globally to contain or mitigate its effects; (6) unfavorable effects of the COVID-19 pandemic on either our manufacturing operations, or those of our customers or suppliers; (7) reduction in demand for our solutions, including any reduction in demand as a result of a COVID-19 triggered economic recession, (8) including any determination that the value of our assets is impaired or that we do not have the ability to continue as a going concern; (9) our ability to take advantage of programs and policies implemented in response to COVID-19; (10) our ability to retain executive officers or key employees to manage the day-to-day aspects of our business and maintain our relationships with our customers and suppliers; (11) our ability to obtain new financing with new covenants that we are able to achieve in the future, including through an amendment to our credit agreement, which could limit our access to current and future financing sources; (12) our ability to access capital on favorable terms or at all, including through our current financing arrangements; (13) costs related to legal and administrative matters; (14) our ability to realize cost savings expected to offset price concessions; (15) our ability to successfully integrate acquired businesses, including businesses located outside of the United States; (16) risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the lack of acceptance of our products; (17) inefficiencies related to production and product launches that are greater than anticipated; (18) changes in technology and technological risks; (19) work stoppages and strikes at our facilities and that of our customers or suppliers; (20) our dependence on the automotive and commercial vehicle industries, which are highly cyclical; (21) 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; (22) regulations and policies regarding international trade; (23) financial and business downturns of our customers or vendors, including any production cutbacks or bankruptcies; (24) 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; (25) the successful launch and consumer acceptance of new vehicles for which we supply parts; (26) the impact on financial statements of any known or unknown accounting errors or irregularities; (27) the magnitude of any adjustments in restated financial statements of our operating results; (28) 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; (29) a successful transition of the CEO position and our ability to successfully identify a qualified and effective full-time CEO; (30) increases in pension plan funding requirements; and (31) other factors besides those listed here could also materially affect our business. See "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 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 may include non-GAAP financial measures, including “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 to 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 April 30,

 

Six Months Ended April 30,

 

2020

 

2019

 

2020

 

2019

Net income (loss) per common share (GAAP)

 

 

 

 

 

 

 

Basic

$

(2.47

)

 

$

0.05

 

$

(2.63

)

 

$

(0.15

)

Tax items (1)

 

0.33

 

 

—

 

 

0.21

 

 

—

 

Asset Impairment(2)

 

0.80

 

 

—

 

 

0.80

 

 

—

 

Restructuring

 

0.24

 

 

 

0.15

 

 

0.36

 

 

 

0.25

 

Amortization of intangibles

 

0.01

 

 

 

0.02

 

 

0.03

 

 

 

0.03

 

Legal, professional fees and other costs

 

0.06

 

 

 

0.02

 

 

0.08

 

 

 

0.07

 

Adjusted basic earnings (loss) per share (non-GAAP)

$

(1.03

)

 

$

0.24

 

$

(1.15

)

 

$

0.20

 

(1) For the three months ended April 30, 2020, a $4,960 valuation allowance was established for net operating losses for two European subsidiaries.

(2) Due to the impact of COVID-19 the Company determined that Goodwill and a large idle fixed asset were impaired during the three months ended April 30, 2020.

Adjusted EBITDA Reconciliation

Three Months Ended April 30,

Six Months Ended April 30,

 

2020

 

2019

2020

 

2019

Net income (loss) (1)

$

(58,707

)

 

$

1,112

 

 

$

(62,387

)

 

$

(3,586

)

Depreciation and amortization

 

12,047

 

 

 

11,498

 

 

 

23,911

 

 

 

23,358

 

Interest expense

 

4,623

 

 

 

3,847

 

 

 

8,973

 

 

 

7,197

 

Tax expense

 

4,507

 

 

 

1,448

 

 

 

2,240

 

 

 

(1,639

)

EBITDA (non-GAAP)

 

(37,530

)

 

 

17,905

 

 

 

(27,263

)

 

 

25,330

 

Restructuring

 

7,399

 

 

 

4,460

 

 

 

11,202

 

 

 

7,466

 

Legal and professional fees

 

820

 

 

 

461

 

 

 

1,479

 

 

 

2,096

 

Asset impairment(1)

 

24,471

 

 

—

 

 

 

24,471

 

 

—

 

Stock compensation

 

542

 

 

 

445

 

 

 

1,120

 

 

 

990

 

Other one-time costs(2)

 

1,130

 

 

—

 

 

 

1,130

 

 

—

 

Adjusted EBITDA (non-GAAP) (1)

$

(3,168

)

 

$

23,271

 

 

$

12,139

 

 

$

35,882

 

Adjusted EBITDA margin (non-GAAP)

 

(2.0

)%

 

 

8.5

%

 

 

3.0

%

 

 

6.7

%

(1) The net loss for the period of $58.7 million was primarily attributable to the impact of COVID-19 and the corresponding shutdown of global production for the majority of the second quarter. The significant loss was due to a $24.5 non-cash impairment of assets, $29.2 million negative gross margin impact mainly due to the impact of COVID-19, higher restructuring costs and other one-time costs incurred during the quarter including but not limited to: i) costs attributable to the amendment of the credit agreement, ii) incremental deep cleaning of plant equipment and iii) other miscellaneous costs. The full financial impact of COVID-19 cannot be estimated due to the complexity of the pandemic impact on the Company and the overall automotive industry.

(2) Other one-time costs included costs related to the impacts of COVID-19 such as extra cleaning costs and amendment costs.

SHILOH INDUSTRIES, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands)

 

April 30, 2020

 

October 31, 2019

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

Cash and cash equivalents

$

91,575

 

 

$

14,320

 

Accounts receivable, net

 

88,616

 

 

 

172,468

 

Related party accounts receivable

 

1,186

 

 

 

1,477

 

Prepaid income taxes

 

2,346

 

 

 

1,853

 

Inventories, net

 

68,422

 

 

 

63,547

 

Prepaid expenses

 

6,689

 

 

 

8,980

 

Other current assets

 

19,366

 

 

 

13,354

 

Total current assets

 

278,200

 

 

 

275,999

 

Property, plant and equipment, net

 

312,693

 

 

 

328,026

 

Goodwill

—

 

 

 

22,395

 

Intangible assets, net

 

12,059

 

 

 

13,025

 

Deferred income taxes

 

4,471

 

 

 

5,169

 

Operating lease assets

 

50,984

 

 

—

 

Other assets

 

5,771

 

 

 

7,077

 

Total assets

$

664,178

 

 

$

651,691

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current debt(1)

$

347,469

 

 

$

1,975

 

Accounts payable

 

93,782

 

 

 

155,754

 

Current portion of operating lease liabilities

 

7,546

 

 

—

 

Other accrued expenses

 

45,008

 

 

 

50,093

 

Accrued income taxes

—

 

 

 

316

 

Total current liabilities

 

493,805

 

 

 

208,138

 

Long-term debt(1)

—

 

 

 

248,695

 

Long-term benefit liabilities

 

23,362

 

 

 

24,147

 

Deferred income taxes

 

1,167

 

 

 

798

 

Noncurrent operating lease liabilities

 

43,440

 

 

—

 

Other liabilities

 

1,586

 

 

 

2,399

 

Total liabilities

 

563,360

 

 

 

484,177

 

Commitments and contingencies

 

 

 

Stockholders’ equity:

 

 

 

Preferred stock, $0.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively

—

 

 

—

 

Common stock, par value $0.01 per share; 75,000,000 shares authorized at April 30, 2020 and October 31, 2019; 24,206,392 and 23,790,258 shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively

 

243

 

 

 

238

 

Paid-in capital

 

117,550

 

 

 

116,436

 

Retained earnings

 

53,479

 

 

 

115,866

 

Accumulated other comprehensive loss, net

 

(70,454

)

 

 

(65,026

)

Total stockholders’ equity

 

100,818

 

 

 

167,514

 

Total liabilities and stockholders’ equity

$

664,178

 

 

$

651,691

 

(1) Long-term debt is classified as current in the condensed consolidated balance sheet as of April 30, 2020, because the waivers for the pre-existing financial covenants expire in less than twelve months and the company will not comply with future covenants based on current forecasts.

SHILOH INDUSTRIES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

 

Three Months EndedApril 30,

 

Six Months Ended April 30,

 

2020

 

2019

 

2020

 

2019

Net revenues

$

157,928

 

 

$

273,370

 

 

$

401,414

 

 

$

532,303

 

Cost of sales

 

158,453

 

 

 

244,691

 

 

 

382,650

 

 

 

489,933

 

Gross profit

 

(525

)

 

 

28,679

 

 

 

18,764

 

 

 

42,370

 

Selling, general & administrative expenses

 

16,191

 

 

 

16,879

 

 

 

32,895

 

 

 

32,964

 

Amortization of intangible assets

 

512

 

 

 

519

 

 

 

1,024

 

 

 

1,040

 

Asset impairment, net

 

24,471

 

 

—

 

 

 

24,471

 

 

—

 

Restructuring

 

7,399

 

 

 

4,460

 

 

 

11,202

 

 

 

7,466

 

Operating income (loss)

 

(49,098

)

 

 

6,821

 

 

 

(50,828

)

 

 

900

 

Interest expense

 

4,627

 

 

 

3,848

 

 

 

8,983

 

 

 

7,203

 

Interest income

 

(4

)

 

 

(1

)

 

 

(10

)

 

 

(6

)

Other (income) expense, net

 

479

 

 

 

414

 

 

 

346

 

 

 

(1,072

)

Income (loss) before income taxes

 

(54,200

)

 

 

2,560

 

 

 

(60,147

)

 

 

(5,225

)

Provision (benefit) for income taxes

 

4,507

 

 

 

1,448

 

 

 

2,240

 

 

 

(1,639

)

Net income (loss)

$

(58,707

)

 

$

1,112

 

 

$

(62,387

)

 

$

(3,586

)

Loss per share:

 

 

 

 

 

 

 

Basic loss per share

$

(2.47

)

 

$

0.05

 

 

$

(2.63

)

 

$

(0.15

)

Basic weighted average number of common shares

 

23,785

 

 

 

23,516

 

 

 

23,719

 

 

 

23,450

 

Diluted loss per share

$

(2.47

)

 

$

0.05

 

 

$

(2.63

)

 

$

(0.15

)

Diluted weighted average number of common shares

 

23,785

 

 

 

23,559

 

 

 

23,719

 

 

 

23,450

 

SHILOH INDUSTRIES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

 

Six months ended April 30,

 

2020

 

2019

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net loss

$

(62,387

)

 

$

(3,586

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

23,911

 

 

 

23,358

 

Asset impairment

 

24,471

 

 

—

 

Restructuring

 

271

 

 

 

1,272

 

Amortization of deferred financing costs

 

1,054

 

 

 

596

 

Deferred income taxes

 

896

 

 

 

(2,739

)

Stock-based compensation expense

 

1,120

 

 

 

990

 

Loss (gain) on sale of assets

 

665

 

 

 

(4,156

)

Loss on marketable securities

—

 

 

 

25

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable, net

 

87,373

 

 

 

25,456

 

Inventories, net

 

(6,318

)

 

 

7,196

 

Prepaids and other assets

 

(194

)

 

 

2,432

 

Payables and other liabilities

 

(70,875

)

 

 

(33,669

)

Prepaid and accrued income taxes

 

(520

)

 

 

(4,419

)

Net cash (used in) provided by operating activities

 

(533

)

 

 

12,756

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Capital expenditures

 

(18,847

)

 

 

(33,248

)

Derivative settlements

—

 

 

 

5,855

 

Proceeds from sale of assets

 

77

 

 

 

12,339

 

Net cash used in investing activities

 

(18,770

)

 

 

(15,054

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

Payment of capital leases

 

(201

)

 

 

(370

)

Proceeds from long-term borrowings

 

144,700

 

 

 

140,700

 

Repayments of long-term borrowings

 

(47,700

)

 

 

(138,200

)

Net cash provided by financing activities

 

96,799

 

 

 

2,130

 

Effect of foreign currency exchange rate fluctuations on cash

 

(241

)

 

 

985

 

Net increase in cash and cash equivalents

 

77,255

 

 

 

817

 

Cash and cash equivalents at beginning of period

 

14,320

 

 

 

16,843

 

Cash and cash equivalents at end of period

$

91,575

 

 

$

17,660

 

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20200723005877/en/

Kevin Doherty investors@shiloh.com 1-646-378-2986