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Shiloh Industries Reports Second-Quarter and First Six-Months Results

    CLEVELAND, May 30 Shiloh Industries, Inc. ,
a leading manufacturer of engineered and welded blanks, stamped components and
modular systems for the automotive and heavy truck industries, today reported
results for the second quarter and the first six months of fiscal 2001.  The
Company also announced it has signed an agreement for the sale of certain
assets and liabilities of its steel processing subsidiary, Valley City Steel.

    For the second quarter ended April 30, 2001, net income decreased 71.7% to
$1.6 million, or $0.11 per basic and diluted share, from $5.5 million, or
$0.40 per basic and diluted share, for the second quarter of fiscal 2000.
Operating income for the second quarter of fiscal 2001 decreased by 35.0% to
$7.8 million, from $11.9 million in the second quarter of fiscal 2000.
Revenues for the second quarter of fiscal 2001 increased 4.3% to $172.8
million, from $165.7 million in the comparable period of fiscal 2000.

    For the first six months ended April 30, 2001, net income decreased by
73.0% to $2.6 million, or $0.18 per basic and diluted share, compared with net
income of $9.7 million, or $0.69 per basic and diluted share, for the first
six months of fiscal 2000.  Operating income for the first six months of
fiscal 2001 decreased by 29.0% to $14.6 million from $20.6 million for the
first six months of fiscal 2000.  Revenues for the first six months of fiscal
2001 increased 10.6% to $339.1 million from $306.5 million for the first six
months of fiscal 2000.

    During the second quarter of fiscal 2001, Shiloh identified an alternative
to its previously announced 100% sale of Valley City Steel.  Rather than sell
100% of Valley City Steel as originally announced, Shiloh will sell certain
assets and liabilities in Valley City Steel and Shiloh will contribute certain
additional assets to a joint venture, which is contemplated by the purchase
agreement.  As a result, during the second quarter of fiscal 2001 the Company
reduced its estimated asset impairment loss associated with the assets of
Valley City Steel being held for sale, which resulted in a $6.5 million after
tax increase to net income for the second quarter of fiscal 2001.  The loss on
disposition is subject to adjustment upon closing of the Valley City Steel
transaction, which is expected to occur during the fourth quarter of fiscal
2001, and upon completion of a working capital audit.  Net income was also
impacted during the quarter by operating losses of approximately $1.6 million
at Valley City Steel and Canton Tool & Die whose assets are being held for
sale.  In addition, bad debt expense of $0.7 million was primarily incurred in
connection with certain steel industry customers.

    The revenue increase primarily reflects additional revenue from the
Dickson Manufacturing acquisition and the start up of the Mexico facility --
Saltillo Welded Blank.  Most of the Company's remaining operations experienced
revenue decreases as a result of a decline in sales in the automotive, light
truck and heavy truck industries, weakness in the steel industry and softness
in the tool & die sector.

    Jack F. Falcon, President and CEO, said, "Our second quarter and first
half were disappointing.  The primary challenge we face has to do with the mix
and volume of our products and services, given the softness in the auto sector
and precarious vehicle-production schedules.  Our focus is to manage capital,
cash and debt and to align our operating costs with lower revenues from lower
production volumes.  On the positive side, we saw revenue growth as a result
of the Dickson acquisition and the Saltillo start-up.  We have also launched
the majority of our new products at Ohio Welded Blank.  Costs in the rapidly
growing engineered welded blank business have been substantial during the
first six months of the year and we are focusing on stabilizing such costs, as
we position Shiloh in this growing market."

    The Company recently signed an asset purchase agreement for the sale of
certain assets and liabilities of its steel-processing subsidiary, Valley City
Steel Company, to Viking Industries, a privately held Minority Business
Enterprise, headquartered in Cleveland, Ohio.

    In connection with this transaction, Shiloh and Viking will form a joint
venture in which Shiloh will own a minority interest and Viking will own a
majority interest in the new entity.  Subject to certain working capital
adjustments, Shiloh is selling for $12.4 million in cash certain assets of
Valley City Steel Company to Viking, which Viking will contribute to the joint
venture.  Shiloh will also contribute certain assets and liabilities of Valley
City Steel to the joint venture.  Shiloh will retain ownership of the land and
building where the operations of the joint venture will take place, and lease
these facilities to the joint venture.  The transaction is expected to close
in the fourth quarter of fiscal 2001.
    Valley City Steel is a full service steel processor t
hat had been owned by
Shiloh Industries since 1977.  It is located in Valley City, Ohio and employs
approximately 115 people.  Shiloh anticipates that the joint venture will
continue operations at this facility without significant personnel or
facilities changes.  After the closing of the transaction the new entity will
continue to provide steel processing services to Shiloh Industries, Inc.

    Commenting on the Valley City Steel transaction, Mr. Falcon said,  "The
transaction involving Valley City Steel represents a pivotal step in the
Company's strategic restructuring program to reposition its resources to focus
on producing welded, stamped and engineered-metal products for the automotive
and light-truck sector.  This is a win-win situation for everyone involved.
Our customers will benefit as Shiloh focuses its energies and resources on its
core business, while Viking Industries focuses on improving services and
increasing business volume at Valley City Steel as a Minority Business
Enterprise."

    
                           SHILOH INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
                            (Amounts in thousands)

                               Three months ended          Six months ended
                                    April 30,                  April 30,
                               2001          2000          2001        2000

    Revenues                 $172,836      $165,666     $339,078     $306,494
    Cost of sales             160,812       140,094      307,394      260,701
    Gross profit               12,024        25,572       31,684       45,793

    Selling, general and
     administrative expenses   15,028        13,642       27,821       25,215
    Asset impairment          (10,756)          ---      (10,756)         ---
    Operating income            7,752        11,930       14,619       20,578

    Interest expense            5,476         3,220       11,090        6,698
    Interest income                35            13           61           51
    Other income (expense), net    28            65          310        1,534
         Income before income
          taxes                 2,339         8,788        3,900       15,465
    Provision for income taxes    772         3,247        1,287        5,784

         Net income            $1,567        $5,541       $2,613       $9,681

    Earnings per share:
         Basic Earnings
          Per Share             $ .11         $ .40       $  .18       $  .69
    Basic Weighted Average Number
     of Common Shares          14,798        13,973       14,798       13,973
         Diluted Earnings
          Per Share             $ .11         $ .40       $  .18       $  .69
     Diluted Weighted Average Number
      of Common Shares         14,827        13,993       14,839       13,982


                           SHILOH INDUSTRIES, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                            (amounts in thousands)

                                          April 30,           October 31,
                                            2001                 2000
                                         (Unaudited)
    Assets
    Current assets:
         Cash and cash equivalents         $8,103              $1,173
         Accounts receivable, net         124,361             127,573
         Income tax receivable                635               1,340
         Inventories, net                  81,883              69,006
         Net assets held for sale          11,179              32,706
         Deferred income taxes              8,998              13,492
         Prepaid expenses                   6,590               5,039

              Total current assets        241,749             250,329

    Property, plant and equipment, net    344,706             308,315

    Goodwill, net                           3,721               3,794
    Other assets                           12,704              10,447
             Total assets                $602,880            $572,885

    Liabilities and Stockholders' Equity
    Current liabilities:
        Accounts payable                 $ 88,991           $  89,615
        Short-term debt                     4,045                 ---
        Advanced billings                   1,293                 581
        Other accrued expenses             16,803              21,376

            Total current liabilities     111,132             111,572

    Long-term debt                        280,100             251,545
    Deferred income taxes                  21,541              22,884
    Long-term benefit liabilities           6,855               6,296
    Other liabilities                         866                 815
            Total liabilities             420,494             393,112

    Stockholders' equity:
         Common stock                         148                 148
         Paid-in capital                   53,924              53,924
         Retained earnings                128,656              126,043
         Other comprehensive income (loss)   (342)                (342)
             Total stockholders' equity   182,386              179,773

             Total liabilities and
              stockholders' equity       $602,880             $572,885