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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2021
or
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number
1-5978
SIFCO Industries, Inc.
(Exact name of registrant as specified in its
charter)
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Ohio |
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34-0553950 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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970 East 64th Street, Cleveland Ohio
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44103
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(Address of principal executive offices) |
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(Zip Code) |
(216) 881-8600
(Registrant’s telephone number, including area
code)
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 ý No ¨
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes ý No ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See
definition of “large accelerated filer”, “accelerated filer”,
“non-accelerated filer”, “smaller reporting company”, and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Shares |
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SIF |
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NYSE American |
The number of the Registrant’s Common Shares, par value $1.00,
outstanding at December 31, 2021 was 6,003,281.
Part I. Financial Information
Item 1. Financial Statements
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
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Three Months Ended
December 31, |
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2021 |
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2020 |
Net sales |
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$ |
19,247 |
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$ |
25,078 |
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Cost of goods sold |
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19,238 |
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21,155 |
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Gross profit |
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9 |
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3,923 |
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Selling, general and administrative expenses |
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3,536 |
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3,827 |
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Amortization of intangible assets |
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125 |
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269 |
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Gain on insurance recoveries |
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— |
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(2,495) |
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Operating (loss) income |
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(3,652) |
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2,322 |
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Interest expense |
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115 |
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165 |
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Foreign currency exchange loss, net |
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5 |
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7 |
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Other loss (income), net |
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(32) |
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62 |
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(Loss) income before income tax benefit |
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(3,740) |
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2,088 |
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Income tax benefit |
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(49) |
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(905) |
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Net (loss) income |
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$ |
(3,691) |
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$ |
2,993 |
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Net (loss) income per share |
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Basic |
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$ |
(0.64) |
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$ |
0.53 |
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Diluted |
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$ |
(0.64) |
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$ |
0.51 |
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Weighted-average number of common shares (basic) |
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5,800 |
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5,691 |
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Weighted-average number of common shares (diluted) |
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5,800 |
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5,890 |
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See notes to unaudited consolidated condensed financial
statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Comprehensive (Loss)
Income
(Unaudited)
(Amounts in thousands)
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Three Months Ended
December 31, |
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2021 |
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2020 |
Net (loss) income |
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$ |
(3,691) |
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$ |
2,993 |
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Other comprehensive (loss) income: |
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Foreign currency translation adjustment, net of tax $0 and $0 for
the three months ended, respectively
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(117) |
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287 |
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Retirement plan liability adjustment, net of tax $0 and $0 for the
three months ended, respectively
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119 |
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211 |
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Other |
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(6) |
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— |
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Comprehensive (loss) income |
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$ |
(3,695) |
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$ |
3,491 |
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See notes to unaudited consolidated condensed financial
statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
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December 31,
2021 |
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September 30,
2021 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
748 |
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$ |
346 |
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Receivables, net of allowance for doubtful accounts of $160 and
$167, respectively
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14,933 |
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19,914 |
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Contract assets |
13,307 |
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12,874 |
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Inventories, net |
14,979 |
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12,546 |
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Refundable income taxes |
101 |
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101 |
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Prepaid expenses and other current assets |
1,259 |
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1,792 |
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Total current assets |
45,327 |
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47,573 |
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Property, plant and equipment, net |
42,415 |
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42,708 |
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Operating lease right-of-use assets, net |
15,709 |
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15,943 |
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Intangible assets, net |
738 |
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874 |
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Goodwill |
3,493 |
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3,493 |
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Other assets |
91 |
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77 |
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Total assets |
$ |
107,773 |
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$ |
110,668 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current maturities of long-term debt |
$ |
7,847 |
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$ |
9,566 |
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Revolver |
9,301 |
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8,930 |
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Short-term operating lease liabilities |
782 |
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788 |
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Accounts payable |
11,756 |
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9,811 |
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Accrued liabilities |
6,550 |
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6,871 |
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Total current liabilities |
36,236 |
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35,966 |
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Long-term debt, net of current maturities |
3,558 |
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2,669 |
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Long-term operating lease liabilities, net of
short-term |
15,248 |
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15,439 |
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Deferred income taxes |
118 |
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158 |
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Pension liability |
5,891 |
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6,073 |
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Other long-term liabilities |
741 |
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741 |
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Shareholders’ equity: |
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Serial preferred shares, no par value, authorized 1,000
shares
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— |
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— |
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Common shares, par value $1 per share, authorized 10,000 shares;
issued and outstanding shares 6,003 at December 31, 2021 and 5,987
at September 30, 2021
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6,003 |
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5,987 |
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Additional paid-in capital |
11,156 |
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11,118 |
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Retained earnings |
37,905 |
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41,596 |
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Accumulated other comprehensive loss |
(9,083) |
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(9,079) |
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Total shareholders’ equity |
45,981 |
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49,622 |
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Total liabilities and shareholders’ equity |
$ |
107,773 |
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$ |
110,668 |
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See notes to unaudited consolidated condensed financial
statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited, Amounts in thousands)
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Three Months Ended
December 31, |
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2021 |
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2020 |
Cash flows from operating activities: |
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Net (loss) income |
$ |
(3,691) |
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$ |
2,993 |
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Adjustments to reconcile net (loss) income to net cash provided by
operating activities: |
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Depreciation and amortization |
1,614 |
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1,825 |
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Amortization of debt issuance costs |
10 |
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26 |
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Gain on insurance proceeds received for damaged
property |
— |
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(2,495) |
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LIFO effect |
176 |
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128 |
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Share transactions under company stock plan |
54 |
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127 |
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Other long-term liabilities |
(55) |
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13 |
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Deferred income taxes |
(38) |
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(950) |
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Changes in operating assets and liabilities: |
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Receivables |
4,906 |
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2,529 |
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Contract assets |
(433) |
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71 |
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Inventories |
(2,692) |
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(877) |
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Prepaid expenses and other current assets |
521 |
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144 |
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Other assets |
(15) |
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77 |
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Accounts payable |
1,131 |
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982 |
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Other accrued liabilities |
(231) |
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(1,620) |
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Accrued income and other taxes |
(18) |
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150 |
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Net cash provided by operating activities |
1,239 |
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3,123 |
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Cash flows from investing activities: |
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Insurance proceeds received for damaged property |
— |
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3,452 |
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Capital expenditures |
(466) |
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(3,710) |
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Net cash used for investing activities |
(466) |
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(258) |
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Cash flows from financing activities: |
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Proceeds from long-term debt |
1,141 |
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— |
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Payments on long-term debt |
(383) |
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(238) |
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Proceeds from revolving credit agreement |
19,412 |
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23,970 |
|
Repayments of revolving credit agreement |
(19,041) |
|
|
(27,694) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings |
— |
|
|
2,431 |
|
Short-term debt repayments |
(1,487) |
|
|
(606) |
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
(358) |
|
|
(2,137) |
|
Increase in cash and cash equivalents |
415 |
|
|
728 |
|
Cash and cash equivalents at the beginning of the
period |
346 |
|
|
427 |
|
Effect of exchange rate changes on cash and cash
equivalents |
(13) |
|
|
25 |
|
Cash and cash equivalents at the end of the period |
$ |
748 |
|
|
$ |
1,180 |
|
|
|
|
|
Supplemental disclosure of cash flow information of
operations: |
|
|
|
Cash paid for interest |
$ |
(141) |
|
|
$ |
(106) |
|
Cash paid for income taxes, net |
$ |
— |
|
|
$ |
(11) |
|
|
|
|
|
|
|
|
|
See notes to unaudited consolidated condensed financial
statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Shareholders’
Equity
(Unaudited, Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2021 |
|
|
Common |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
|
|
Total
Shareholders’
Equity |
|
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2021 |
|
5,987 |
|
|
$ |
5,987 |
|
|
$ |
11,118 |
|
|
$ |
41,596 |
|
|
$ |
(9,079) |
|
|
|
|
$ |
49,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
(3,691) |
|
|
(4) |
|
|
|
|
(3,695) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance and restricted share expense |
|
— |
|
|
— |
|
|
161 |
|
|
— |
|
|
— |
|
|
|
|
161 |
|
Share transactions under equity based plans |
|
16 |
|
|
16 |
|
|
(123) |
|
|
— |
|
|
— |
|
|
|
|
(107) |
|
Balance - December 31, 2021 |
|
6,003 |
|
|
$ |
6,003 |
|
|
$ |
11,156 |
|
|
$ |
37,905 |
|
|
$ |
(9,083) |
|
|
|
|
$ |
45,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2020 |
|
|
Common |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
|
|
Total
Shareholders’
Equity |
|
|
Shares |
|
Amount |
|
|
|
|
|
|
Balance - September 30, 2020 |
|
5,916 |
|
|
$ |
5,916 |
|
|
$ |
10,736 |
|
|
$ |
42,339 |
|
|
$ |
(13,468) |
|
|
|
|
$ |
45,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
2,993 |
|
|
498 |
|
|
|
|
3,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance and restricted share expense |
|
— |
|
|
— |
|
|
143 |
|
|
— |
|
|
— |
|
|
|
|
143 |
|
Share transactions under equity based plans |
|
43 |
|
|
43 |
|
|
(59) |
|
|
— |
|
|
— |
|
|
|
|
(16) |
|
Balance - December 31, 2020 |
|
5,959 |
|
|
$ |
5,959 |
|
|
$ |
10,820 |
|
|
$ |
45,332 |
|
|
$ |
(12,970) |
|
|
|
|
$ |
49,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited consolidated condensed financial
statements.
SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial
Statements
(Amounts in thousands, except per share data)
1.Summary
of Significant Accounting Policies
A. Principles of Consolidation
The accompanying unaudited consolidated condensed financial
statements include the accounts of SIFCO Industries, Inc. and its
wholly-owned subsidiaries (the "Company"). All significant
intercompany accounts and transactions have been eliminated in
consolidation.
The U.S. dollar is the functional currency for all of the Company’s
operations in the United States ("U.S.") and its non-operating
subsidiaries. For these operations, all gains and losses from
completed currency transactions are included in income. The
functional currency for the Company's other non-U.S. subsidiaries
is the Euro. Assets and liabilities are translated into U.S.
dollars at the rates of exchange at the end of the period, and
revenues and expenses are translated using average rates of
exchange for the period. Foreign currency translation adjustments
are reported as a component of accumulated other comprehensive loss
in the unaudited consolidated condensed financial
statements.
These unaudited consolidated condensed financial statements should
be read in conjunction with the consolidated financial statements
and related notes included in the Company’s fiscal 2021 Annual
Report on Form 10-K. The year-end consolidated balance sheet data
was derived from the audited financial statements and disclosures
required by accounting principles generally accepted in the U.S.
The results of operations for any interim period are not
necessarily indicative of the results to be expected for other
interim periods or the full year.
B. Accounting Policies
A summary of the Company’s significant accounting policies is
included in Note 1 to the audited consolidated financial statements
of the Company's fiscal 2021 Annual Report on Form
10-K.
C. Net (Loss)/Income per Share
The Company’s net loss and net income per basic share has been
computed based on the weighted-average number of common shares
outstanding. Due to the net loss in the current period, zero
restricted and performance shares are included in the calculation
of diluted earnings per share because the effect would be
anti-dilutive. In the prior period, net income per diluted share
reflects the effect of the Company's outstanding restricted shares
and performance shares under the treasury method. The dilutive
effect is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
|
|
$ |
(3,691) |
|
|
$ |
2,993 |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding (basic) |
|
|
|
|
5,800 |
|
|
5,691 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted shares |
|
|
|
|
— |
|
|
161 |
|
Performance shares |
|
|
|
|
— |
|
|
38 |
|
Weighted-average common shares outstanding (diluted) |
|
|
|
|
5,800 |
|
|
5,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share – basic: |
|
|
|
|
$ |
(0.64) |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share – diluted: |
|
|
|
|
$ |
(0.64) |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
Anti-dilutive weighted-average common shares excluded from
calculation of diluted earnings per share |
|
|
|
|
297 |
|
|
219 |
|
D. Recently Adopted Accounting Standards
In December 2019, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2019-12,
"Income
Taxes (ASC 740) – Simplifying the Accounting for Income
Taxes,"
which is intended to reduce complexity in the accounting for income
taxes while maintaining or improving the usefulness of information
provided to financial statement users. The guidance amends certain
existing provisions under ASC 740 to address a number of distinct
items. The Company adopted ASU 2019-12 effective October 1, 2021.
Adoption of the amendments in this ASU did not have an impact to
the Company's results of operations and financial
condition.
2.Inventories
Inventories consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
September 30,
2021 |
Raw materials and supplies |
$ |
4,941 |
|
|
$ |
4,111 |
|
Work-in-process |
5,740 |
|
|
3,560 |
|
Finished goods |
4,298 |
|
|
4,875 |
|
Total inventories |
$ |
14,979 |
|
|
$ |
12,546 |
|
For a portion of the Company's inventory, cost is determined using
the last-in, first-out ("LIFO") method. Approximately 44% and 39%
of the Company’s inventories at December 31, 2021 and
September 30, 2021, respectively, use the LIFO method. An
actual valuation of inventory under the LIFO method is made at the
end of each fiscal year based on the inventory levels and costs
existing at that time. Accordingly, interim LIFO calculations must
be based on management’s estimates of expected year-end inventory
levels and costs. Because the actual results may vary from these
estimates, calculations are subject to many factors beyond
management’s control, and annual results may differ from interim
results as they are subject to adjustments based on the differences
between the estimates and the actual results. The first-in,
first-out (“FIFO”) method is used for the remainder of the
inventories, which are stated at the lower of cost or net
realizable value. If the FIFO method had been used for the
inventories for which cost is determined using the LIFO method,
inventories would have been $9,386 and $9,210 higher than reported
at December 31, 2021 and September 30, 2021,
respectively.
3. Accumulated
Other Comprehensive Loss
The components of accumulated other comprehensive loss are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
September 30,
2021 |
Foreign currency translation adjustment |
$ |
(5,476) |
|
|
$ |
(5,359) |
|
Retirement plan liability adjustment, net of tax |
(3,601) |
|
|
(3,720) |
|
Other |
(6) |
|
|
— |
|
Total accumulated other comprehensive loss |
$ |
(9,083) |
|
|
$ |
(9,079) |
|
4. Leases
The components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
Finance lease expense: |
|
|
|
|
|
|
|
Amortization of right-of use assets
on finance leases |
|
|
|
|
$ |
12 |
|
|
$ |
16 |
|
Interest on lease
liabilities |
|
|
|
|
1 |
|
|
1 |
|
Operating lease expense |
|
|
|
|
429 |
|
|
549 |
|
|
|
|
|
|
|
|
|
Variable lease cost |
|
|
|
|
30 |
|
|
35 |
|
|
|
|
|
|
|
|
|
Total lease expense |
|
|
|
|
$ |
472 |
|
|
$ |
601 |
|
The following table presents the impact of leasing on the
consolidated condensed balance sheet.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification in the consolidated condensed balance
sheets |
|
December 31,
2021 |
|
September 30,
2021 |
Assets: |
|
|
|
|
|
Finance lease assets |
Property,
plant and equipment, net |
|
$ |
22 |
|
|
$ |
34 |
|
Operating lease assets |
Operating lease right-of-use assets, net |
|
15,709 |
|
|
15,943 |
|
Total lease assets |
|
|
$ |
15,731 |
|
|
$ |
15,977 |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Finance lease liabilities |
Current
maturities of long-term debt |
|
$ |
10 |
|
|
$ |
17 |
|
Operating lease liabilities |
Short-term operating lease liabilities |
|
782 |
|
|
788 |
|
Non-current liabilities: |
|
|
|
|
|
Finance lease liabilities |
Long-term
debt, net of current maturities |
|
3 |
|
|
5 |
|
Operating lease liabilities |
Long-term operating lease liabilities, net of
short-term |
|
15,248 |
|
|
15,439 |
|
Total lease liabilities |
|
|
$ |
16,043 |
|
|
$ |
16,249 |
|
Supplemental cash flow and other information related to leases were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
December 31,
2020 |
Other Information |
|
|
|
|
|
|
|
Cash paid for amounts included in measurement of
liabilities: |
|
|
|
Operating cash flows from operating
leases |
$ |
430 |
|
|
$ |
551 |
|
Operating cash flows from finance
leases |
1 |
|
|
1 |
|
Financing cash flows from finance
leases |
13 |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
September 30,
2021 |
Weighted-average remaining lease term (years): |
|
|
|
Finance leases |
1.3 |
|
1.1 |
Operating leases |
14.2 |
|
14.4 |
Weighted-average discount rate: |
|
|
|
Finance leases |
— |
% |
|
2.8 |
% |
Operating leases |
5.9 |
% |
|
5.9 |
% |
Future minimum lease under non-cancellable leases at December 31,
2021 were as follows:
|
|
|
|
|
|
|
|
|
|
Finance Leases |
Operating Leases |
Year ending September 30, |
|
|
2022 (excluding the three months ended December 31,
2021) |
$ |
8 |
|
$ |
1,263 |
|
2023 |
5 |
|
1,632 |
|
2024 |
— |
|
1,647 |
|
2025 |
— |
|
1,644 |
|
2026 |
— |
|
1,620 |
|
Thereafter |
— |
|
15,911 |
|
Total lease payments |
$ |
13 |
|
$ |
23,717 |
|
Less: Imputed interest |
— |
|
(7,687) |
|
Present value of lease liabilities |
$ |
13 |
|
$ |
16,030 |
|
5. Debt
Debt consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
September 30,
2021 |
Revolving credit agreement |
$ |
9,301 |
|
|
$ |
8,930 |
|
Foreign subsidiary borrowings |
5,866 |
|
|
6,632 |
|
Finance lease obligations |
13 |
|
|
22 |
|
Other, net of unamortized debt issuance costs $(29) and $(32),
respectively
|
5,526 |
|
|
5,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
20,706 |
|
|
21,165 |
|
|
|
|
|
Less – current maturities |
(17,148) |
|
|
(18,496) |
|
Total long-term debt |
$ |
3,558 |
|
|
$ |
2,669 |
|
Credit Agreement and Security Agreement
The Credit Agreement (as amended, the "Credit Agreement") contains
affirmative and negative covenants and events of default. The total
collateral at December 31, 2021 and September 30, 2021 was $23,328
and $25,370, respectively and the revolving commitment was $35,000
for both periods. Total availability at December 31, 2021 and
September 30, 2021 was $12,157 and $14,570, respectively, which
exceed both the collateral and total commitment threshold. Since
the availability was greater than the 10.0% of the revolving
commitment as of December 31, 2021 and September 30, 2021, no
covenant calculations were required.
The revolver has a rate based on LIBOR plus 2.25% spread, which was
2.3% at December 31, 2021 and a rate based on LIBOR plus 1.75%
spread, which was 1.8% at September 30, 2021. The Export Credit
Agreement as amended has a rate based on LIBOR plus 1.25% spread,
which was 1.3% at December 31, 2021 and a rate based on LIBOR plus
1.25% spread, which was 1.3% at September 30, 2021, respectively.
The Company also has a commitment fee of 0.25% under the Credit
Agreement as amended to be incurred on the unused balance of the
revolver.
Foreign subsidiary borrowings
Foreign debt consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
September 30,
2021 |
Term loan |
$ |
3,890 |
|
|
$ |
3,127 |
|
Short-term borrowings |
1,513 |
|
|
1,867 |
|
Factor |
463 |
|
|
1,638 |
|
Total debt |
$ |
5,866 |
|
|
$ |
6,632 |
|
|
|
|
|
Less – current maturities |
(2,837) |
|
|
(4,551) |
|
Total long-term debt |
$ |
3,029 |
|
|
$ |
2,081 |
|
|
|
|
|
Receivables pledged as collateral |
$ |
491 |
|
|
$ |
485 |
|
Interest rates on foreign borrowings are based on Euribor rates
which range from 1.0% to 4.2%.
The Maniago, Italy ("Maniago") location obtained borrowings from
one lender in the first quarter of fiscal 2022. The loan was for
$1,141 with repayment terms of six years. Under the terms of the
borrowing, repayments are made quarterly in the amount of $56,
beginning December 31, 2022.
The Company factors receivables from one of its customers. The
Company accounts for the pledge of receivables under this agreement
as short-term debt and continues to carry the receivables on its
consolidated condensed balance sheets.
Debt issuance costs
The Company had debt issuance costs of $86, which is included in
the consolidated condensed balance sheets as a deferred charge in
other current assets, net of amortization of $24 and $17 at
December 31, 2021 and September 30, 2021,
respectively.
Other
As of December 31, 2021 and September 30, 2021, the Paycheck
Protection Program loan (the "PPP Loan") balance was $4,764. The
Company has submitted the application for forgiveness of the full
amount of the PPP Loan to the Small Business Administration
("SBA"). The Company was notified in January 2022 of the approval
for the forgiveness of the PPP Loan (including the amounts
previously paid and all accrued interest). See Note 10,
Subsequent Events,
for further discussion related to the status of loan
forgiveness.
6.
Income Taxes
For each interim reporting period, the Company makes an estimate of
the effective tax rate it expects to be applicable for the full
fiscal year for its operations. This estimated effective rate is
used in providing for income taxes on a year-to-date basis. The
Company’s effective tax rate through the first three months of
fiscal 2022 was 1.3%, compared with (43)% for the same period of
fiscal 2021. The increase in the effective rate was primarily
attributable to tax benefits from adjusting deferred taxes recorded
in Italy recognized on a discrete basis in fiscal 2021, which were
non-recurring in fiscal 2022. The effective tax rate differs from
the U.S. federal statutory rate due primarily to the valuation
allowance against the Company’s U.S. deferred tax assets and income
in foreign jurisdictions that are taxed at different rates than the
U.S. statutory tax rate.
The Company is subject to income taxes in the U.S. federal
jurisdiction, Ireland, Italy, and various state and local
jurisdictions.
7.Retirement
Benefit Plans
The Company and certain of its subsidiaries sponsor defined benefit
pension plans covering some of its employees. The components of net
periodic benefit cost of the Company’s defined benefit plans are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
|
|
|
2021 |
|
2020 |
Service cost |
|
|
|
|
$ |
11 |
|
|
$ |
26 |
|
Interest cost |
|
|
|
|
178 |
|
|
175 |
|
Expected return on plan assets |
|
|
|
|
(340) |
|
|
(355) |
|
|
|
|
|
|
|
|
|
Amortization of net loss |
|
|
|
|
119 |
|
|
211 |
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
|
|
|
$ |
(32) |
|
|
$ |
57 |
|
During the three months ended December 31, 2021 and 2020, the
Company made $0 in contributions to its defined benefit pension
plans. The Company anticipates making $36 in cash contributions to
fund its defined benefit pension plans for the balance of fiscal
2022 and will use carryover balances from previous periods that
have been available for use as a credit to reduce the amount of
cash contributions that the Company is required to make to certain
defined benefit plans in fiscal 2022. The Company's ability to
elect to use such carryover balance will be determined based on the
actual funded status of each defined benefit pension plan relative
to the plan's minimum regulatory funding requirements. The Company
does not anticipate making cash contributions above the minimum
funding requirement to fund its defined benefit pension plans
during the balance of fiscal 2022.
8.Stock-Based
Compensation
The Company awards performance and restricted shares under the
Company's 2007 Long-Term Incentive Plan ("2007 Plan") and the
Company's 2007 Long-Term Incentive Plan (Amended and Restated as of
November 16, 2016) (as further amended, the "2016
Plan").
Through the end of the first quarter of 2022, the Company granted
74 shares under the 2016 Plan to certain key employees. The awards
were split into two tranches, 44 performance shares and 30 shares
of time-based restricted shares, with a grant date fair value of
$8.00 per share. The awards vest over three years.
If all outstanding share awards are ultimately earned and vest at
the target number of shares, there are approximately 456 shares
that remain available for award at December 31, 2021. If any
of the outstanding share awards are ultimately earned and vest at
greater than the target number of shares, up to a maximum of 200%
or 150% of such target, then a fewer number of shares would be
available for award.
Stock-based compensation under the 2016 Plan was $161 and $143
during the first three months of fiscal 2022 and 2021,
respectively. As of December 31, 2021, there was $779 of total
unrecognized compensation cost related to the performance shares
and restricted shares awarded under the 2016 Plan. The Company
expects to recognize this cost over the next 1.6
years.
9.Revenue
The Company produces forged components for (i) turbine engines that
power commercial, business and regional aircraft as well as
military aircraft and other military applications; (ii) airframe
applications for a variety of aircraft; (iii) industrial gas and
steam turbine engines for power generation units; and (iv) other
commercial applications.
The following table represents a breakout of total revenue by
customer type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
|
|
|
2021 |
|
2020 |
Commercial revenue |
|
|
|
|
$ |
8,360 |
|
|
$ |
10,753 |
|
Military revenue |
|
|
|
|
10,887 |
|
|
14,325 |
|
Total |
|
|
|
|
$ |
19,247 |
|
|
$ |
25,078 |
|
The following table represents revenue by the various
components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
Net Sales |
|
|
|
|
2021 |
|
2020 |
Aerospace components for: |
|
|
|
|
|
|
|
Fixed wing aircraft |
|
|
|
|
$ |
9,888 |
|
|
$ |
9,790 |
|
Rotorcraft |
|
|
|
|
3,544 |
|
|
7,731 |
|
Energy components for power generation units |
|
|
|
|
3,657 |
|
|
6,462 |
|
Commercial product and other revenue |
|
|
|
|
2,158 |
|
|
1,095 |
|
Total |
|
|
|
|
$ |
19,247 |
|
|
$ |
25,078 |
|
The following table represents revenue by geographic region based
on the Company's selling operation locations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
Net Sales |
|
|
|
|
2021 |
|
2020 |
North America |
|
|
|
|
$ |
15,862 |
|
|
$ |
19,766 |
|
Europe |
|
|
|
|
3,385 |
|
|
5,312 |
|
Total |
|
|
|
|
$ |
19,247 |
|
|
$ |
25,078 |
|
In addition to the disaggregated revenue information provided
above, approximately 57% and 58% of total net sales as of December
31, 2021 and 2020, respectively, was recognized on an over-time
basis because of the continuous transfer of control to the
customer, with the remainder recognized at a point in
time.
Contract Balances
The following table contains a roll forward of contract assets and
contract liabilities for the period ended December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
Contract assets - Beginning balance, October 1, 2021 |
|
$ |
12,874 |
|
Additional revenue recognized over-time |
|
11,245 |
|
Less amounts billed to the customers |
|
(10,812) |
|
Contract assets - Ending balance, December 31, 2021 |
|
$ |
13,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract liabilities (included within Accrued liabilities) -
Beginning balance, October 1, 2021 |
|
$ |
(236) |
|
Payments received in advance of performance obligations |
|
(1,152) |
|
Performance obligations satisfied |
|
172 |
|
Contract liabilities (included within Accrued liabilities) - Ending
balance, December 31, 2021 |
|
$ |
(1,216) |
|
There were no impairment losses recorded on contract assets as of
December 31, 2021 and September 30, 2021.
Remaining performance obligations
As of December 31, 2021, the Company has $75,730 of remaining
performance obligations, the majority of which are anticipated to
be completed within the next twelve months.
10. Subsequent
Events
As referenced in Note 5,
Debt,
the PPP Loan application for forgiveness was in review with the SBA
as of December 31, 2021. In January 2022, the Company was notified
by the SBA that the full PPP Loan originating amount of $5,025 was
forgiven. All accrued interest was forgiven and the amount
previously repaid by the Company of $261 was reimbursed to the
Company by its lender. The Company elected to treat the PPP Loan as
debt under FASB Topic 470. As such, the Company will derecognize
the liability in the second quarter of fiscal 2022 when the loan
was forgiven and the Company is legally released from the
loan.
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Management’s Discussion and Analysis of Financial Condition and
Results of Operations may contain various forward-looking
statements and includes assumptions concerning the Company’s
operations, future results and prospects. The words "will," "may,"
"designed to," "outlook," "believes," "should," "anticipates,"
"plans," "expects," "intends," "estimates," "forecasts" and similar
expressions identify certain of these forward-looking statements.
These forward-looking statements are based on current expectations
and are subject to risk and uncertainties. In connection with the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, the Company provides this cautionary statement
identifying important economic, political and technological
factors, among others, the absence or effect of which could cause
the actual results or events to differ materially from those set
forth in or implied by the forward-looking statements and related
assumptions. Such factors include the following: (1) the impact on
business conditions in general, and on the demand for product in
the aerospace and energy (or "A&E") industries in particular,
of the global economic outlook, including the continuation of
military spending at or near current levels and the availability of
capital and liquidity from banks, the financial markets and other
providers of credit; (2) the future business environment, including
capital and consumer spending; (3) competitive factors, including
the ability to replace business that may be lost at comparable
margins; (4) metals and commodities price increases and the
Company’s ability to recover such price increases; (5) successful
development and market introduction of new products and services;
(6) continued reliance on consumer acceptance of regional and
business aircraft powered by more fuel efficient turboprop engines;
(7) continued reliance on military spending, in general, and/or
several major customers, in particular, for revenues; (8) the
impact on future contributions to the Company’s defined benefit
pension plans due to changes in actuarial assumptions, government
regulations and the market value of plan assets; (9) stable
governments, business conditions, laws, regulations and taxes in
economies where business is conducted; (10) the ability to
successfully integrate businesses that may be acquired into the
Company’s operations; (11) cyber and other security threats or
disruptions faced by us, our customers or our suppliers and other
partners; (12) our exposure to additional risks as a result of our
international business, including risks related to geopolitical and
economic factors, suppliers, laws and regulations; (13) the ability
to maintain a qualified workforce; (14) the adequacy and
availability of our insurance coverage; (15) our ability to develop
new products and technologies and maintain technologies,
facilities, and equipment to win new competitions and meet the
needs of our customers; (16) our ability to realize amounts in our
backlog; (17) investigations, claims, disputes, enforcement
actions, litigation and/or other legal proceedings; (18)
extraordinary or force majeure events affecting the business or
operations of our business; and (19) the impact of the novel
COVID-19 pandemic and related impact on the global economy, which
may exacerbate the above factors and/or impact our results of
operations and financial condition.
The Company is engaged in the production of forgings and machined
components primarily for the A&E markets. The processes and
services provided by the Company include forging, heat-treating,
machining, subassembly, and test. The Company operates under one
business segment.
The Company endeavors to plan and evaluate its business operations
while taking into consideration certain factors including the
following: (i) the projected build rate for commercial,
business and military aircraft, as well as the engines that power
such aircraft; (ii) the projected maintenance, repair and
overhaul schedules for commercial, business and military aircraft,
as well as the engines that power such aircraft; and (iii) the
projected build rate and repair for industrial
turbines.
The Company operates within a cost structure that includes a
significant fixed component. Therefore, higher net sales volumes
are expected to result in greater operating income because such
higher volumes allow the business operations to better leverage the
fixed component of their respective cost structures. Conversely,
the opposite effect is expected to occur at lower net sales and
related production volumes.
A. Results of Operations
Overview
The Company produces forged components for (i) turbine engines that
power commercial, business and regional aircraft as well as
military aircraft and other military applications; (ii) airframe
applications for a variety of aircraft; (iii) industrial gas and
steam turbine engines for power generation units; and (iv) other
commercial applications.
The novel coronavirus ("COVID-19") continues to impact the United
States and other countries in which we operate, as well as the
markets we service. The effects continue to evolve, including
scope, severity and duration, as well as the potential of new
outbreaks of the virus, the impact of new variants, actions to
contain the continued spread or treat its impact, the effectiveness
of the vaccine and vaccine rates, and governmental, business and
other actions taken in response to the pandemic. The exact timing
and pace of the recovery continues to be indeterminable as certain
markets have reopened, some of which have since experienced a
resurgence of COVID-19 cases, and, throughout the course of time,
new variants of COVID-19 have been identified and spread
significantly, resulting in additional restrictions put in place by
certain governments around the world. Capital markets and economies
worldwide continue to be negatively impacted by COVID-19 and, given
the fluidity of the situation, it is still unclear how lasting and
deep the economic impacts will be, specifically in relation to the
commercial aerospace industry and energy industries.
During the first quarter of fiscal 2022, COVID-19 continues to have
an impact on the Company’s results of operations. The Company has
been impacted by delays in receiving orders and delays in getting
materials required to produce certain products. Due to the
uncertain environment created by COVID-19, the Company has taken
measures to reduce costs from time to time since the commencement
of the COVID-19 pandemic (including during the first quarter of
fiscal 2022) by furloughing certain of its employees from one of
its plant locations that continues to experience reduced sales of
commercial aerospace products. The employees furloughed in the
first quarter of 2022 have since returned to work. The Company
continues to actively monitor and find ways to mitigate the impact
on its operations.
Backlog of Orders
SIFCO’s total backlog at December 31, 2021 was $75.7 million,
compared with $81.1 million as of December 31, 2020. Orders may be
subject to modification or cancellation by the customer with
limited charges. Sales in the A&E markets continue to be
impacted by COVID-19, which has created increased pressure in these
markets and accordingly restrained sales in such markets. Backlog
information may not be indicative of future sales.
Net Sales
Net sales comparative information for the first three months of
fiscal 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
Three Months Ended
December 31, |
|
Increase/ (Decrease) |
Net Sales |
2021 |
|
2020 |
|
Aerospace components for: |
|
|
|
|
|
Fixed wing aircraft |
$ |
9.9 |
|
|
$ |
9.8 |
|
|
$ |
0.1 |
|
Rotorcraft |
3.5 |
|
|
7.7 |
|
|
(4.2) |
|
Energy components for power generation units |
3.6 |
|
|
6.5 |
|
|
(2.9) |
|
Commercial product and other revenue |
2.2 |
|
|
1.1 |
|
|
1.1 |
|
Total |
$ |
19.2 |
|
|
$ |
25.1 |
|
|
$ |
(5.9) |
|
Net sales for the first three months of fiscal 2022 decreased $5.9
million to $19.2 million, compared with $25.1 million in the
comparable period of fiscal 2021. In general, the production of the
Company's products have lead times of varying lengths. The varying
lead times, coupled with constraints caused by pressures in timely
obtaining raw materials, have contributed to the decline of sales
year over year, along with the current state of the commercial
aerospace market, in particular, the wide body market. Rotorcraft
sales decreased $4.2 million compared with the same period last
year due to delays in receiving customer orders and a decrease in
build rates. The energy components for power generation units
decreased by $2.9 million due to variability in the steam turbine
market that we serve. Commercial products and other revenue
increased $1.1 million in the first three months of fiscal 2022
compared to the same period in fiscal 2021, primarily due to the
timing of orders.
Commercial net sales were 43.4% of total net sales and military net
sales were 56.6% of total net sales in the first three months of
fiscal 2022, compared with 42.9% and 57.1%, respectively, in the
comparable period in fiscal 2021. Military net sales decreased by
$3.4 million to $10.9 million in the first three months of fiscal
2022, compared with $14.3 million in the comparable period of
fiscal 2021, primarily due to delays in receiving customer orders
and ability to timely get material to
produce parts. Commercial net sales decreased $2.4 million to $8.3
million in the first three months of fiscal 2022, compared with
$10.7 million in the comparable period of fiscal 2021 primarily due
to a decrease in energy components sales for power generation due
to decreased demand in the market.
Cost of Goods Sold
Cost of goods sold decreased by $1.9 million, or 9.1%, to $19.2
million, or 99.9% of net sales, during the first three months of
fiscal 2022, compared with $21.1 million or 84.4% of net sales, in
the comparable period of fiscal 2021. The decrease is primarily due
to lower volume and lower labor costs, partially offset by $1.2
million of idle expense and $0.3 million in higher natural gas
costs. Prior year included approximately $0.5 million in insurance
recoveries related to business interruption from the fire claim
that occurred in December 2018 at the Orange, California ("Orange")
location .
Gross Profit
Gross profit decreased $3.9 million to a breakeven amount in the
first three months of fiscal 2022, compared with $3.9 million of
gross profit in the comparable period of fiscal 2021. Gross margin
percent of sales was nominal during the first three months of
fiscal 2022, compared with 15.6% in the comparable period in fiscal
2021. The decrease in gross profit was primarily due to decreased
volume and higher costs as described above.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $3.5 million, or
18.4% of net sales during the first three months of fiscal 2022,
compared with $3.8 million, or 15.3% of net sales in the comparable
period of fiscal 2021. The decrease in selling, general and
administrative expenses is due to $0.2 million in lower
commissions.
Amortization of Intangibles
Amortization of intangibles was $0.1 million in the first three
months of fiscal 2022, compared with $0.3 million in the comparable
period of fiscal 2021. Such decrease was primarily due to certain
intangible assets which became fully amortized.
Other/General
Prior year results included a $2.5 million gain in insurance
recoveries related to the assets that were damaged in the fire at
the Orange location that occurred in December 2018.
The following table sets forth the weighted average interest rates
and weighted average outstanding balances under the Company’s debt
agreement in the first three months of both fiscal 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
Interest Rate
Three Months Ended
December 31, |
|
Weighted Average
Outstanding Balance
Thee Months Ended
December 31, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Revolving credit agreement |
1.6 |
% |
|
1.5 |
% |
|
$ 8.7 million |
|
$ 10.8 million |
Foreign term debt |
1.2 |
% |
|
3.0 |
% |
|
$ 6.0 million |
|
$ 7.1 million |
Other debt |
1.1 |
% |
|
0.9 |
% |
|
$ 5.6 million |
|
$ 5.8 million |
Income Taxes
The Company’s effective tax rate through the first three months of
fiscal 2022 was 1.3%, compared with (43)% for the same period of
fiscal 2021. The increase in the effective rate was primarily
attributable to tax benefits from adjusting deferred taxes recorded
in Italy recognized on a discrete basis in fiscal 2021, which were
non-recurring in fiscal 2022. The effective tax rate differs from
the U.S. federal statutory rate due primarily to the valuation
allowance against the Company’s U.S. deferred tax assets and income
in foreign jurisdictions that are taxed at different rates than the
U.S. statutory tax rate.
Net (Loss) Income
Net loss was $3.7 million during the first three months of fiscal
2022, compared with net income of $3.0 million in the comparable
period of fiscal 2021. The net loss is attributed to lower sales
and decreased gross profit due to idle costs recorded. Prior year
results included $2.5 million in insurance recoveries and a
favorable tax benefit.
Non-GAAP Financial Measures
Presented below is certain financial information based on the
Company's EBITDA and Adjusted EBITDA. References to “EBITDA” mean
earnings (losses) from continuing operations before interest,
taxes, depreciation and amortization, and references to “Adjusted
EBITDA” mean EBITDA plus, as applicable for each relevant period,
certain adjustments as set forth in the reconciliations of net
income to EBITDA and Adjusted EBITDA.
Neither EBITDA nor Adjusted EBITDA is a measurement of financial
performance under generally accepted accounting principles in the
United States of America (“GAAP”). The Company presents EBITDA and
Adjusted EBITDA because management believes that they are
useful indicators for evaluating operating performance and
liquidity, including the Company’s ability to incur and service
debt and it uses EBITDA to evaluate prospective acquisitions.
Although the Company uses EBITDA and Adjusted EBITDA for the
reasons noted above, the use of these non-GAAP financial measures
as analytical tools has limitations. Therefore, reviewers of the
Company’s financial information should not consider them in
isolation, or as a substitute for analysis of the Company's results
of operations as reported in accordance with GAAP. Some of these
limitations include:
•Neither
EBITDA nor Adjusted EBITDA reflects the interest expense, or the
cash requirements necessary to service interest payments on
indebtedness;
•Although
depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in
the future, and neither EBITDA nor Adjusted EBITDA reflects any
cash requirements for such replacements;
•The
omission of the substantial amortization expense associated with
the Company’s intangible assets further limits the usefulness of
EBITDA and Adjusted EBITDA; and
•Neither
EBITDA nor Adjusted EBITDA includes the payment of taxes, which is
a necessary element of operations.
Because of these limitations, EBITDA and Adjusted EBITDA should not
be considered as measures of discretionary cash available to the
Company to invest in the growth of its businesses. Management
compensates for these limitations by not viewing EBITDA or Adjusted
EBITDA in isolation and specifically by using other GAAP measures,
such as net income (loss), net sales, and operating income (loss),
to measure operating performance. Neither EBITDA nor Adjusted
EBITDA is a measurement of financial performance under GAAP, and
neither should be considered as an alternative to net loss or cash
flow from operations determined in accordance with GAAP. The
Company’s calculation of EBITDA and Adjusted EBITDA may not be
comparable to the calculation of similarly titled measures reported
by other companies.
The following table sets forth a reconciliation of net income to
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars in thousands |
|
|
Three Months Ended |
|
|
|
December 31, |
|
|
|
|
|
2021 |
|
2020 |
Net (loss) income |
|
|
|
|
$ |
(3,691) |
|
|
$ |
2,993 |
|
Adjustments: |
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
|
|
1,614 |
|
|
1,825 |
|
Interest expense, net |
|
|
|
|
115 |
|
|
165 |
|
Income tax benefit |
|
|
|
|
(49) |
|
|
(905) |
|
EBITDA |
|
|
|
|
(2,011) |
|
|
4,078 |
|
Adjustments: |
|
|
|
|
|
|
|
Foreign currency exchange loss, net (1) |
|
|
|
|
5 |
|
|
7 |
|
Other loss (income), net (2) |
|
|
|
|
(32) |
|
|
62 |
|
|
|
|
|
|
|
|
|
Gain on insurance recoveries (3) |
|
|
|
|
— |
|
|
(2,495) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation (4) |
|
|
|
|
161 |
|
|
143 |
|
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LIFO impact (5) |
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176 |
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|
128 |
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Adjusted EBITDA |
|
|
|
|
$ |
(1,701) |
|
|
$ |
1,923 |
|
(1)Represents
the gain or loss from changes in the exchange rates between the
functional currency and the foreign currency in which the
transaction is denominated.
(2)Represents
miscellaneous non-operating income or expense, such as pension
costs or grant income.
(3)Represents
the difference between the insurance proceeds received for the
damaged property and the carrying values shown on the Company's
books for the assets that were damaged in the fire at the Orange
location that occurred in December 2018.
(4)Represents
the equity-based compensation expense recognized by the Company
under the 2016 Plan due to granting of awards, awards not vesting
and/or forfeitures.
(5)Represents
the change in the reserve for inventories for which cost is
determined using the last-in, first-out (“LIFO”)
method.
B. Liquidity and Capital Resources
The main sources of liquidity for the Company have been cash flows
from operations and borrowings under our Credit Agreement. We
anticipate that cash provided by the cash flows from operations and
borrowing capacity under our Credit Agreement will be sufficient to
meet our anticipated cash requirements for the next twelve months,
which primarily include operating expenses, including salaries and
working capital requirements. The ongoing impact and magnitude of
COVID-19 continues to remain uncertain (including the pandemic's
continued effects on the global economy and potential for market
disruptions) due to the continued interruptions to the business of
our customers and suppliers, which in turn can impact our business
operations and results as well as our liquidity and capital
resources. The Company's liquidity could be negatively affected by
customers extending payment terms to the Company and/or the
decrease in demand for our products as a result of the impact of
COVID-19 on the commercial airline industry. As the impact of the
COVID-19 pandemic on the economy and the Company's operations
continues to evolve, the Company and management will continue to
assess and actively manage liquidity needs. See "Results of
Operation" for further discussion of the impact of
COVID-19.
Cash and cash equivalents was $0.7 million at December 31, 2021 and
$0.3 million at September 30, 2021. At December 31 2021, the
majority of the Company’s cash and cash equivalents were in the
possession of its non-U.S. subsidiaries. Distributions from the
Company's non-U.S. subsidiaries to the Company may be subject to
adverse tax consequences.
Operating Activities
The Company’s operating activities provided $1.2 million of cash in
the first three months of fiscal 2022, generated primarily by
accounts receivable collections, an increase in accounts payable
due to increased raw material purchases and other non-cash items,
such as depreciation and amortization. Cash generation activities
were partially offset by the net loss of $3.7 million and a $2.7
million increase in inventory to support sales in fiscal
2022.
The Company’s operating activities provided $3.1 million of cash in
the first three months of fiscal 2021. The cash provided by
operating activities in the first three months of fiscal 2021 was
primarily due to net income of $3.0 million and $1.4 million
decrease in net working capital, partially offset by $1.2 million
in non-cash items, such as gain on insurance recovery, and deferred
income taxes, depreciation and amortization, equity based
compensation, and LIFO effect. The cash provided by working capital
was primarily due to decrease in receivables due to customer
collections and decreased accrued liabilities.
Investing Activities
Cash used for investing activities was $0.5 million in the first
three months of fiscal 2022, compared with $0.3 million in the
first three months of fiscal 2021, which includes $3.5 million of
insurance recovery on the damaged property related to the fire at
the Orange location. Capital commitments as of December 31, 2021
were $1.0 million. The Company anticipates that the remaining total
fiscal 2022 capital expenditures will be within the range of $3.0
million to $4.0 million and will relate principally to the further
enhancement of production and product offering capabilities and
drive operating cost reductions.
Financing Activities
Cash used for financing activities was $0.4 million in the first
three months of fiscal 2022, compared with cash used for financing
activities of $2.1 million in the first three months of fiscal
2021.
As discussed in Note 5,
Debt,
the Company's Maniago location obtained new borrowings from a
lender during the first quarter of fiscal 2022 for approximately
$1.1 million with a six year term. The proceeds of this loan are to
be used for working capital purposes. Short-term debt repayments
were $1.5 million in the first three months of fiscal 2022 compared
with net short-term debt borrowings of $1.8 million in the first
three months of fiscal 2021.
The Company had net borrowings to the revolver under the Credit
Agreement of $0.3 million in the first three months of fiscal 2022
compared with net repayments of $3.7 million in the first three
months of fiscal 2021.
Under the Company's Credit Agreement, the Company is subject to
certain customary loan covenants regarding availability as
discussed in Note 5,
Debt.
The availability at December 31, 2021 was $12.2 million, which was
greater than the 10.0% of the
Revolving Commitment as of December 31, 2021. As such, no covenant
calculation was required. If availability had fallen short, the
Company would be required to meet the fixed charge coverage ratio
("FCCR") covenant, which must not be less than 1.1 to 1.0. In the
event of a default, we may not be able to access our revolver,
which could impact the ability to fund working capital needs,
capital expenditures and invest in new business
opportunities.
As noted in Note 10,
Subsequent Events,
the Company was notified that its application for forgiveness of
the $5.0 million PPP Loan was approved by the SBA in January 2022.
As such, the loan amount and all related interest accrued is to be
forgiven. The Company will derecognize the liability in the second
quarter of fiscal 2022 when the loan is forgiven and the Company is
legally released from the loan.
Future cash flows from the Company’s operations may be used to pay
down amounts outstanding under the Credit Agreement and its foreign
related debts. The Company believes it has adequate cash/liquidity
available to finance its operations from the combination of
(i) the Company’s expected cash flows from operations and
(ii) funds available under the Credit Agreement for its
domestic locations. The Company was able to obtain new financing at
its Maniago location to provide Maniago with sufficient
liquidity.
Additionally, the credit and capital markets have seen significant
volatility during the course of the pandemic. Tightening of the
credit market and standards, as well as capital market volatility,
could negatively impact our ability to obtain additional debt
financing on terms equivalent to our existing Credit Agreement, in
the event the Company seeks additional liquidity sources as a
result of the continued impact of COVID-19. Capital market
uncertainty and volatility, together with the Company’s market
capitalization and status as a smaller reporting company could also
negatively impact our ability to obtain equity
financing.
C. Recently Adopted Accounting Standards
For recently adopted accounting standards refer to Note 1,
Summary of Significant Accounting Policies - Recently Adopted
Accounting Standards
for further detail.
Item 4. Controls and Procedures
As defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), disclosure controls and
procedures are controls and procedures designed to ensure that
information required to be disclosed in reports filed or submitted
under the Exchange Act is recorded, processed, summarized and
reported on a timely basis, and that such information is
accumulated and communicated to management, including the Company’s
Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure. The Company’s disclosure controls and procedures
include components of the Company’s internal control over financial
reporting. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives,
and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Management of the Company, under the supervision and with the
participation of the Chief Executive Officer and Chief Financial
Officer, carried out an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) as of
December 31, 2021 (the “Evaluation Date”). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of the Evaluation Date, the Company’s disclosure
controls and procedures were effective, the information is
accumulated and communicated to management, including our principal
executive officer and our principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal Control over Financial Reporting
No material changes in our internal control over financial
reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the
Exchange Act) occurred during the period covered by this Quarterly
Report on Form 10‑Q that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
Part II. Other Information
Items 1, 1A, 2, 3, 4 and 5 are not applicable or the answer to such
items is negative; therefore, the items have been omitted and no
reference is required in this Quarterly Report.
Item 6. (a) Exhibits
The following exhibits are filed with this report or are
incorporated herein by reference to a prior filing in accordance
with Rule 12b-32 under the Securities and Exchange Act of 1934
(Asterisk denotes exhibits filed with this report.).
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Exhibit
No. |
|
Description |
2.1 |
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2.2 |
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3.1 |
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3.2 |
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9.1 |
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9.2 |
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9.3 |
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9.4 |
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9.5 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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First Amendment to Credit Agreement, dated November 5, 2018, by and
among SIFCO Industries, Inc., T&W Forge, LLC., Quality Aluminum
Forge, LLC., and JPMorgan Chase Bank, N.A., a national banking
association, filed as exhibit 10.1 to the Company's Form 8-K dated
November 8, 2018, and incorporated herein by
reference
|
10.14 |
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10.15 |
|
Second Amendment to Credit Agreement, dated December 17, 2018, by
and among SIFCO Industries, Inc., T&W Forge, LLC., Quality
Aluminum Forge, LLC., and JPMorgan Chase Bank, N.A., a national
banking association, filed as exhibit 10.2 to the Company's Form
8-K dated December 19, 2018, and incorporated herein by
reference
|
10.16 |
|
Export Credit Agreement, dated December 17, 2018, by and among
SIFCO Industries, Inc., T & W Forge, LLC, Quality Aluminum
Forge, LLC, and JPMorgan Chase Bank, N.A., a national banking
association filed as Exhibit 10.1 to the Company's Form 8-K dated
December 19, 2018 and incorporated herein by
reference
|
10.17 |
|
Third Amendment to Credit Agreement, dated March 29, 2019, by and
among SIFCO Industries, Inc., Quality Aluminum Forge, LLC., and
JPMorgan Chase Bank, N.A., a national banking association, filed as
exhibit 10.19 to the Company's Form 10-Q dated May 10,
2019
|
10.18 |
|
Fourth Amendment to Credit Agreement, dated September 20, 2019, by
and among SIFCO Industries, Inc., Quality Aluminum Forge, LLC., and
JPMorgan Chase Bank, N.A., a national banking association, filed as
exhibit 10.1 to the Company's Form 8-K dated September 24, 2019,
and incorporated herein by reference.
|
10.19 |
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10.20 |
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10.21 |
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10.22 |
|
Fifth Amendment to Credit Agreement, dated February 19, 2021, by
and among SIFCO Industries, Inc., Quality Aluminum Forge, LLC., and
JPMorgan Chase Bank, N.A., a national banking association, filed as
exhibit 10.1 to the Company's Form 8-K dated February 22, 2021, and
incorporated herein by reference.
|
10.23 |
|
First Amendment to Export Credit Agreement, dated February 19,
2021, by and among SIFCO Industries, Inc., Quality Aluminum Forge,
LLC, and JPMorgan Chase Bank, N.A., a national banking association
filed as Exhibit 10.2 to the Company's Form 8-K dated February 22,
2021, and incorporated herein by reference
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14.1 |
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*31.1 |
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*31.2 |
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*32.1 |
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*32.2 |
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*101 |
|
The following financial information from SIFCO Industries, Inc.
Quarterly Report on Form 10-Q for the quarter ended December
31, 2021 filed with the SEC on February 4, 2022, formatted in XBRL
includes: (i) Consolidated Condensed Statements of Operations
for the fiscal periods ended December 31, 2021 and 2020, (ii)
Consolidated Condensed Statements of Comprehensive Income for the
fiscal periods ended December 31, 2021 and 2020,
(iii) Consolidated Condensed Balance Sheets at December 31,
2021 and September 30, 2021, (iv) Consolidated Condensed
Statements of Cash Flow for the fiscal periods ended December 31,
2021 and 2020, (iv) Consolidated Condensed Statements of
Shareholders' Equity for the periods December 31, 2021 and
2020, and (v) the Notes to the Consolidated Condensed
Financial Statements. |
*104 |
|
Cover Page Interactive Data File: the cover page XBRL tags are
embedded within the Inline XBRL document and are contained with
Exhibit 101 |
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 thereunto duly
authorized.
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SIFCO Industries, Inc. |
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(Registrant) |
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Date: February 4, 2022 |
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/s/ Peter W. Knapper |
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Peter W. Knapper |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: February 4, 2022 |
|
/s/ Thomas R. Kubera |
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|
Thomas R. Kubera |
|
|
Chief Financial Officer |
|
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(Principal Financial Officer) |
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