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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
or
/ / 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)
Ohio 34-0553950
______________________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
970 East 64th Street, Cleveland Ohio 44103
________________________________________ ____________________________________
(Address of principal executive offices) (Zip Code)
(216) 881-8600
________________________________________
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Common Shares, $1 Par Value American Stock Exchange
________________________________________ ____________________________________
(Title of each class) (Name of each exchange on which
registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of Common Shares held by non-affiliates of the
Registrant as of November 18, 2002 computed on the basis of the last reported
sale price per share of $2.90 of such stock on the American Stock Exchange, was
$8,890,510.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes / / No /X/
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter is $17,269,079.
The number of the Registrant's Common Shares outstanding at November 18, 2002
was 5,127,733.
Documents incorporated by reference:
Portions of the Proxy Statement for Annual Meeting of Shareholders on January
28, 2003 (Part III).
PART I
ITEM 1. BUSINESS
A. THE COMPANY
SIFCO Industries, Inc. ("Company"), an Ohio corporation, was incorporated in
1916. The executive offices of the Company are located at 970 East 64th Street,
Cleveland, Ohio 44103, and its telephone number is (216) 881-8600.
The Company is engaged in the production and sale of a variety of metalworking
processes, services and products produced primarily to the specific design
requirements of its customers. The processes and services include forging,
heat-treating, coating, welding, machining and selective electrochemical
finishing; and the products include forged parts, machined forgings and other
machined metal parts, remanufactured component parts for turbine engines, and
selective electrochemical finishing solutions and equipment. The Company's
operations are conducted in three business segments: (1) Turbine Component
Services and Repair Group, (2) Aerospace Component Manufacturing Group and (3)
Metal Finishing Group.
B. PRINCIPAL PRODUCTS AND SERVICES
1. Turbine Component Services and Repair Group
The Company's Turbine Component Services and Repair Group ("Repair Group")
business is headquartered in Cork, Ireland. This business consists principally
of the repair and remanufacture of jet engine (aerospace) and heavy industrial
turbine ("HIT") engine components. The business also performs machining and
applies high temperature-resistant coatings to new turbine hardware.
Operations
The aerospace portion of the Repair Group requires the procurement of
licenses/authority, which certify that the Company has obtained approval to
perform certain proprietary repair processes. Such approvals are generally
specific to an engine and its components, a process and a repair
facility/location. Without possession of such approvals, a company would be
precluded from competing in the aerospace turbine component repair business.
Approvals are issued by either the original equipment manufacturers ("OEM") of
jet engines or the Federal Aviation Administration ("FAA"). Historically, the
aerospace portion of the Repair Group has elected to procure approvals primarily
from the OEM and currently maintains a variety of OEM proprietary repair process
approvals issued by each of the primary OEM (i.e. General Electric, SNECMA,
Pratt & Whitney, Rolls-Royce). In exchange for being granted an OEM approval,
the Repair Group is obligated to pay a royalty to the OEM for each component
repair that it performs utilizing the OEM approved proprietary repair process.
The aerospace portion of Repair Group continues to be successful in procuring
FAA repair process approvals. There is no royalty payment obligation associated
with the use of a repair process approved by the FAA. To procure an OEM or FAA
approval, the Repair Group is required to demonstrate its technical competence
in the process of repairing such turbine components.
The development of remanufacturing and repair processes is an ordinary part of
the Repair Group. The Repair Group continues to invest time and money on
research and development activities. One such activity is the development of an
advanced coating technology. At the present time, a small portion of the
Company's repair business is dependent on advanced coating processes and it
believes that it can continue to access such capabilities on a subcontract basis
when required. However, the Company believes that such requirements will likely
increase in the future. While there is a patented advanced coating technology
available for the Company to acquire, it has chosen not to do so because it
believes that the cost/benefit justification for having that particular advanced
coating capability (in-house) does not exist at this time. Instead, the Company,
as part of a research group with several other parties, is in the process of
researching and developing an equivalent/alternative, cost effective coating
technology. Operating costs related to such activities are expensed during the
period in which they are incurred.
The Company has recognized the evolution of the HIT market. The Company's
technologies have had many years of evolution in the jet engine (aerospace)
sector. The application of similar technologies to the HIT sector has resulted
in benefits to the operator. The Company has recently invested capital in both
the United States and Ireland in new equipment that facilitates the repair and
remanufacture of these larger (than aerospace) HIT components. Entry to this
sector significantly increases the market size for the application of the
Company's technologies.
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The Repair Group generally has multiple, yet limited sources for its raw
materials, consisting primarily of investment castings essential to this
business. Certain items are procured directly from the OEM to satisfy repair
process requirements. Suppliers of such materials are located in many areas
throughout North America and Europe. The Repair Group generally does not depend
on a single source for the supply of its materials and management believes that
its sources are adequate for its business.
Industry
The performance of the domestic and international air transport industry
directly and significantly impacts the performance of the Repair Group.
Historically, the air transport industry's long-term outlook has for many years
been for continued, steady growth. Such outlook suggested the long-term need for
additional aircraft and growth in the requirement for aircraft and turbine
engine repairs. The events of September 11, 2001 resulted in an immediate
reduction in the demand for passenger travel both in the U.S. and
internationally. Aircraft manufacturers have announced reductions in forecasted
aircraft deliveries in the next few years as a result of reduced demand, and
many airlines have cancelled or rescheduled deliveries of new aircraft to which
they had previously committed. In addition, the financial condition of many
airlines in the U.S. and throughout the world is weak. The U.S. airline industry
has made requests for U.S. government assistance while some airlines have
entered bankruptcy proceedings, and others have announced major restructuring
initiatives, including significant reductions in service and the grounding of
aircraft These factors resulted in a decrease in orders for engine component
repairs in the most recent fiscal year, which in turn negatively impacted the
Repair Group's net sales, operating results and cash flows. It is difficult to
determine at this time what the long-term impact of these events will be on air
travel and the demand for services and products provided by the Repair Group.
While the world's fleet of aircraft has been growing, it has also been in
transition. Several older models of certain aircraft (727, 737-100/200,
747-100/200 and DC-9) and the engines (JT8D and JT9D) that power such aircraft
have either been retired from use or their in-flight service intervals are being
reduced. In addition, as a direct result of the previously mentioned reduced
demand for commercial flight miles, airlines have accelerated the timing of such
retirements. As a result, the overall demand for repairs to such older model
engines has significantly decreased. At the same time, newer generation aircraft
(newer generation 737-700/800/900 and 747-400; 767, A320, A330, A340, etc.) and
engines (CFM56, PW4000, Trent, etc.) are being introduced with newer technology
required to both operate and maintain such engines. The introduction of such
newer generation engines has in general reduced the frequency with which engines
and related components need to be repaired. The longer times between repairs has
been attributed to improved technology, including the improved ability to
monitor an engine's condition while still in operation. However, the newer
engine is more costly to repair due to the increased number of components and
associated technology.
Recent years have seen the installation of numerous power turbines as means of
increasing the available electric power to residential, commercial and
industrial consumers. The high cost of HIT unit installation and maintenance has
provided the Repair Group with the opportunity to bring value to this
significant market. HIT units are dispersed throughout the world. The uses for
such units can vary. However, the principal use is for generating electricity
for multiple applications. HIT units operate in different modes. Some units
operate on a continuous base loading at a percentage of their maximum output,
while other units may operate at maximum output during specific periods of
electric power shortages (e.g. power blackouts, peak demand periods, etc.). The
latter units are called peak power systems. In general, HIT units are managed
either by a government entity, electric power utility, or independent power
producer ("IPP"). IPP's originated principally in response to deregulation of
the organizations that operate electric power utilities. Electric power
deregulation has created greater competition and therefore, more economical
electric power for the end user. Repair and remanufacture of HIT unit components
is a growing element of cost management in the HIT industry. The Repair Group's
experience, knowledge and technology in the more demanding aerospace market
augers well for its entry to HIT market.
Competition
In recent years, while the absolute number of competitors has decreased as a
result of industry consolidation and vertical integration, competition in the
component repair business has nevertheless increased, principally due to the
increasing direct involvement of the engine manufacturer into the engine
overhaul and component repair businesses. With the entry of the OEM into the
market, there has been a general reluctance on the part of the OEM to issue, to
the independent component repair companies, its approvals for the repair of its
newer model engines and related components. However, if an OEM repair process
approval is not available, the Repair Group has, in many cases, been successful
in procuring, and subsequently marketing to its customers, FAA approvals and
related repair processes. It appears that the Repair Group will, more likely
than not, become more dependent on its ability to successfully procure and
market FAA approved licenses and related repair processes in the future and/or
on close collaboration with engine manufacturers. However, the Repair Group
3
believes it has partially compensated for these factors by its success in
broadening its product lines and developing new geographic markets and
customers, most recently by expanding into the repair of HIT engine components.
Repair and remanufacture of HIT engine components has evolved through the need
for the operator of electric power utilities to improve the economics of its HIT
unit operations. To participate in the HIT sector, it is necessary to have a
proven record of application of the appropriate technologies. Most competitors
involved in the HIT component repair sector are either the OEM or entities that
have a history of application of component repairs in the aerospace sector.
Metallurgical analysis of component material removed from an HIT engine
determines the precise nature of the necessary technologies to be used to return
the component to service. The determination of qualification to repair such
components is the responsibility of the HIT unit owner/operator. Several OEM
such as ABB, General Electric, Siemens, Alstom, Fiat, etc. participate to
varying degrees in the repair and remanufacture of HIT components. The Repair
Group's broad product capability (multiple OEM types) and technology base augurs
well for continued growth in the sector.
Customers
The identity and ranking of the Repair Group's principal customers can vary from
year to year. The Repair Group attempts to rely on its ability to adapt its
services and operations to changing requirements of the market in general and
its customers in particular, rather than relying on high volume production of a
particular item or group of items for a particular customer or customers. During
fiscal 2002, the Repair Group had two customers that accounted for 12% and 9% of
the segment's net sales, Fiat Avio and Lufthansa AG, respectively. Although
there is no assurance that this will continue, historically as one or more major
customers have reduced their purchases, the business has generally been
successful in replacing such reduced purchases, thereby avoiding a material
adverse impact on the business. No material part of the Repair Group's business
is seasonal.
Backlog of Orders
The Repair Group's backlog as of September 30, 2002 decreased to $5.3 million,
of which $4.2 million is scheduled for delivery during fiscal 2003 and $1.1
million is on hold, compared with $7.8 million as of September 30, 2001, of
which $6.2 million was scheduled for delivery during fiscal 2002 and $1.1
million was on hold. All orders are subject to modification or cancellation by
the customer with limited charges. The Repair Group believes that the backlog
may not necessarily be indicative of actual sales for any succeeding period.
2. Aerospace Component Manufacturing Group
Operations
The Company's Aerospace Component Manufacturing Group ("ACM Group") is a
manufacturer of medium-sized forged parts ranging in size from 2 to 400 pounds
(depending on configuration and alloy) in various alloys utilizing a variety of
processes for application in the aerospace and other industrial markets. The ACM
Group's forged products include: OEM and aftermarket components for aircraft and
land-based turbine engines; structural airframe components; components for
aircraft landing gear, wheels and brakes; critical rotating components for
helicopters; and commercial/industrial products. The ACM Group also provides
heat-treatment and some machining of forged parts.
The forging, machining, or other preparation of prototype parts to customers'
specifications, which may require research and development of new parts or
designs, is an ordinary part of the ACM Group.
The ACM Group has many sources for its raw materials, consisting primarily of
high quality metals essential to this business. Suppliers of such materials are
located in many areas throughout North America and Europe. The ACM Group does
not depend on a single source for the supply of its materials and believes that
its sources are adequate for its business. The business is ISO 9002-1994
registered and AS9100-1999 certified. In addition, the ACM Group's heat-treating
facilities are NADCAP (National Aerospace and Defense Contractors Accreditation
Program) certified.
Industry
The performance of the domestic and international air transport industries
directly and significantly impacts the performance of the ACM Group.
Historically, the air transport industry's long-term outlook has for many years
been for continued steady growth. Such outlook suggested the long-term need for
additional aircraft and growth in the requirement for aircraft and turbine
engines. The events of September 11, 2001 resulted in an immediate reduction in
the demand for passenger travel both in the U.S. and internationally. Aircraft
manufacturers have announced reductions in forecasted
4
aircraft deliveries in the next few years as a result of reduced demand, and
many airlines have cancelled or rescheduled deliveries of new aircraft to which
they had previously committed. In addition, the financial condition of many
airlines in the U.S. and throughout the world is weak. The U.S. airline industry
has made requests for U.S. government assistance while some airlines have
entered bankruptcy proceedings, and others have announced major restructuring
initiatives, including significant reductions in service and the grounding of
aircraft These factors resulted in a decrease in orders for airframe and engine
components in the most recent fiscal year, which in turn negatively impacted the
ACM Group's net sales, operating results and cash flows. The ACM business also
supplies new and spare components for military aircraft. Increases in military
component net sales have partially offset the decreases in commercial aerospace
components.
Competition
There is excess capacity in many segments of the forging industry. The ACM Group
believes this limits the ability to raise prices. The ACM Group believes,
however, that its focus on quality, customer service and offering a broad range
of capabilities help to give it an advantage in the primary markets it serves.
The ACM Group believes it can broaden its product lines by developing new
customers in markets which require similar technical competence, quality and
service as the aerospace industry.
Customers
During fiscal 2002, the ACM Group segment had one customer, Rolls-Royce
Corporation, which accounted for 25% of the segment's net sales. The ACM Group
believes that the total loss of sales to such customer would result in a
materially adverse impact on the business and income of the ACM Group. However,
the ACM Group has maintained a business relationship with this customer for well
over ten years and is currently conducting business with it under a multi-year
contract. Although there is no assurance that this will continue, historically
as one or more major customers have reduced their purchases, the ACM Group has
generally been successful in replacing such reduced purchases, thereby avoiding
a material adverse impact on the business. The ACM Group attempts to rely on its
ability to adapt its services and operations to changing requirements of the
market in general and its customers in particular. No material part of the
Company's ACM Group's business is seasonal.
Backlog of Orders
The ACM Group's backlog as of September 30, 2002 decreased to $24.9 million, of
which $21.9 million is scheduled for delivery during fiscal 2003 and $0.1
million is on hold, compared with $28.0 million as of September 30, 2001, of
which $24.8 million was scheduled for delivery during fiscal 2002 and $0.2
million was on hold. All orders are subject to modifications or cancellation by
the customer with limited charges. The ACM Group believes that the backlog may
not necessarily be indicative of actual sales for any succeeding period.
3. Metal Finishing Business Group
The Company's Metal Finishing Group is a provider of specialized electrochemical
technologies, including the electroplating process called "brush plating", as
well as anodizing and electropolishing systems, which are used to apply metal
coatings and finishes to a selective area of a component. The Metal Finishing
Group's SIFCO Selective Plating business provides (i) equipment and metal
solutions to customers to do their own in-house selective electrochemical
finishing and (ii) provides custom selective electrochemical finishing on a
contract service basis to customers who choose to outsource the work.
Operations
A variety of metals, determined by the customer's design requirements, can be
brush plated onto metal surfaces. Metals available using SIFCO Process solutions
include: cadmium, cobalt, copper, nickel, tin and zinc. Precious metal solutions
such as gold, iridium, palladium, platinum, rhodium, and silver are also
available. The Metal Finishing Group has also developed a number of
alloy-plating solutions including: nickel-cobalt, nickel-tungsten,
cobalt-tungsten, and tin-zinc. It also offers a complete line of functional
chromic, sulfuric, hard coat, phosphoric and boric-sulfuric anodizing finishes
and electropolishing. The Metal Finishing Group's process has a wide range of
both manufacturing and repair applications to functionally enhance, protect or
restore the underlying component. The process is considered environmentally
friendlier than traditional plating methods because it does not require the use
of tanks and, therefore, it requires smaller amounts of solutions and generates
less waste.
5
While the Metal Finishing Group offers the equipment and solutions to customers
so that they can conduct their own selective electrochemical finishing
operations, it also offers to provide services to customers that either do not
want to invest in the equipment, do not want to have responsibility for
hazardous materials, or who have decided to outsource non-core operations.
Selective electrochemical finishing services occur either at one of the Group's
job shop service facilities or at the customer's site by highly trained service
technicians. Service center facilities are located within a six-hour drive of
most major industrial locations in the United States and in Europe.
The Metal Finishing Group generally has multiple, yet limited sources for its
raw materials, consisting primarily of various industrial chemicals and metal
salts, as well as graphite anodes and other electronic components for equipment
manufactured by the Group. There are multiple sources for all these materials
and the Metal Finishing Group generally does not depend on a single source for
the supply of its materials, so Management believes that its sources are
adequate for its business.
The Metal Finishing Group sells its products and services under the following
brand names: SIFCO Process(R), Dalic(R), USDL(R) and Selectron(R), all of which
are specified in military and industrial specifications. The business has
ISO-9002-1994 certification and is AS 9000 compliant at its primary U.S.
facility. In addition, both of its European facilities have ISO-9002-1994
certification. All of its other regional service centers are ISO-9002-1994
compliant, and in addition a certain facility is NADCAP (National Aerospace and
Defense Contractors Accreditation Program) certified. Three of the service
centers are FAA approved repair shops. Other Metal Finishing Group approvals
include ABS (American Bureau of Ships), ARR (American Railroad Registry), FAA
(Federal Aviation Administration), JRS (Japan Registry of Shipping), and KRS
(Korean Registry of Shipping). The Group anticipates that during fiscal 2003 it
will upgrade its U.S. and European facility certifications to ISO-9001-2000, as
well as obtain AS-9100 and NADCAP certifications for certain facilities.
Industry
While the Metal Finishing Group fits into the broad metal finishing industry, it
fills a very specific niche where either engineering demands for finishing only
selective areas of a component or scheduling requirements preclude other metal
finishing options. The Metal Finishing Group's process is used to provide
functional, engineering finishes, as opposed to decorative, in a variety of
industries, including aerospace, heavy machinery, medical, petroleum
exploration, electric power generation, pulp and paper, printing and railroad.
The diversity of industries served helps to mitigate the impact of economic
cycles on the business.
Competition
Brush plating technology was developed in the 1940's in France and virtually
everyone involved in this industry draws their formulations from the same core
technology. The industry is fragmented into numerous product and service
suppliers, resulting in a highly competitive environment. The Metal Finishing
Group attempts to differentiate itself from the competition by creating high
value applications for larger, technically demanding customers. The Metal
Finishing Group believes that it is the largest supplier of selective
electrochemical finishing supplies and service in the world and the only
supplier with strong technical and product development capabilities.
Customers
The Metal Finishing Group has a customer base of over 1,000 customers. However,
approximately 25 customers, all of whom come from a variety of industries,
account for approximately 50% of the Group's annual sales. In fiscal 2002, no
one customer accounted for 10% or more of the Group's net sales. No material
part of the Metal Finishing Group's business is seasonal.
Backlog of Orders
The Metal Finishing Group essentially had no backlog at September 30, 2002 and
2001.
4. General
For financial information concerning the Company's reportable business segments
see Note 13 of Notes to Consolidated Financial Statements.
6
C. ENVIRONMENTAL REGULATIONS
In common with other companies engaged in similar businesses, the Company has
been required to comply with various laws and regulations relating to the
protection of the environment. The costs of such compliance have not had, and
are not presently expected to have, a material effect on the capital
expenditures, earnings or competitive position of the Company and its
subsidiaries under existing regulations and interpretations.
D. EMPLOYEES
The number of the Company's employees decreased from 780 at the beginning of
fiscal year 2002 to 643 at the end of fiscal year 2002. The Company is a party
to collective bargaining agreements with its hourly employees located at the
Cleveland, Ohio; Minneapolis, Minnesota; and Cork, Ireland facilities.
Management considers its relations with the Company's employees to be good.
E. NON-U.S. OPERATIONS
The Company's products and services are distributed and performed in U.S. as
well as non-U.S. markets. The Company commenced its operations in Ireland in
1981. The Company commenced its operations in the United Kingdom and France as a
result of an acquisition of a business in 1992. Wholly owned subsidiaries
operate service and distribution facilities in Ireland, United Kingdom and
France.
Financial information about the Company's U.S. and non-U.S. operations is set
forth in Note 13 to the Consolidated Financial Statements.
As of September 30, 2002, essentially all of the Company's cash and cash
equivalents are in the possession of its non-U.S. subsidiaries and relate to
undistributed earnings of these non-U.S. subsidiaries. The Company considers the
undistributed earnings, accumulated prior to October 1, 2000, of its non-U.S.
subsidiaries to be indefinitely reinvested in operations outside the U.S. During
fiscal 2002, the Company received a distribution of $2.5 million from one of its
non-U.S. subsidiaries' fiscal 201 earnings. During the first quarter of fiscal
2003, the Company intends to receive an additional distribution of $1.5 million
from its non-U.S. subsidiaries' fiscal 2001 earnings.
ITEM 2. PROPERTIES
The Company's property, plant and equipment include the plants described below
and a substantial quantity of machinery and equipment, most of which is industry
specific machinery and equipment using special jigs, tools and fixtures and in
many instances having automatic control features and special adaptions. In
general, the Company's property, plant and equipment are in good operating
condition, are well maintained and substantially all of its facilities are in
regular use. The Company considers its investment in property, plant and
equipment as of September 30, 2002 suitable and adequate given the current
product offerings for the respective business segments' operations in the
current business environment. The square footage numbers set forth in the
following paragraphs are approximations:
- The Turbine Component Services and Repair Group has five (5)
facilities with a total of 264,000 square feet that are involved
in the repair and remanufacture of jet engine and industrial
turbine components. Three of these plants are located in Cork,
Ireland (137,000 square feet), one in Minneapolis, Minnesota
(59,000 square feet) and one in Tampa, Florida (68,000 square
feet). A portion of the Minneapolis plant is also the site of some
of the Repair Group's machining operations. All of these
facilities are owned.
- The Aerospace Component Manufacturing Group operates in a single
owned 262,000 square foot facility located in Cleveland, Ohio.
This facility is also the site of the Company's corporate
headquarters.
- The Metal Finishing Group is headquartered in an owned 30,000
square foot plant in Independence, Ohio. The Metal Finishing Group
operates a leased 6,000 square foot plant in Redditch, England.
The Metal Finishing Group also leases space for sales offices
and/or for its contract selective electrochemical finishing
services in Norfolk, Virginia; Hartford (East Windsor),
Connecticut; Los Angeles (San Dimas), California; Tacoma (Fife),
Washington; Houston, Texas; and Paris (Saint Maur Cedex), France
(totaling approximately 31,000 square feet).
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ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company may, from time to time, be
involved in pending legal actions. To the knowledge of the Company, the only
pending legal actions existing as of September 30, 2002, in which the Company
was a defendant, consist of the following:
- In September 2000, a former employee ("Plaintiff") filed a
complaint in the Cuyahoga County Court of Common Pleas alleging
certain wrongdoing on the part of the Company, including wrongful
termination of the Plaintiff. The Plaintiff seeks unspecified
compensatory and punitive damages. Plaintiff voluntarily dismissed
the suit without prejudice during 2001. The Plaintiff re-filed the
complaint in August 2002. The Company believes that the
allegations are without merit and intends to vigorously defend its
position.
- In October 2001, a former employee ("Plaintiff") filed a complaint
in the Cuyahoga County Court of Common Pleas alleging certain
wrongdoing on the part of the Company, including wrongful
termination of the Plaintiff. In November 2002, the Plaintiff
agreed to dismiss this claim in conjunction with entering into a
settlement agreement with the Company, the financial impact of
which is included in corporate unallocated expenses in the 2002
Consolidated Statements of Operations.
In addition to the matters noted above, in the normal course of business, the
Company maybe involved in other pending legal actions. The Company cannot
reasonably estimate future costs related to these matters and other matters that
may arise, if any. Although it is possible that the Company's future operating
results could be affected by future cost of litigation, it is management's
belief at this time that such costs will not have a material adverse affect on
the Company's consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's 2002 fiscal year.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the executive
officers of the Company.
Name Age Title and Business Experience
- ---- --- -----------------------------
Jeffrey P. Gotschall (1) 54 Chairman of the Board since August
2001; Director of the Company since
1986; Chief Executive Officer since
1990; President from 1989 to 2002;
Chief Operating Officer from 1986 to
1990; Executive Vice President from
1986 to 1989; and from 1985 to 1989,
President of SIFCO Turbine Component
Services.
Timothy V. Crean 54 President and Chief Operating Officer
since August 2002; Executive
Vice-President of SIFCO Industries,
Inc. from 1998 to 2002; Managing
Director of the SIFCO Turbine
Components Services and Repair Group
from 1995 to 2002, and Managing
Director of SIFCO Turbine Components,
Ltd. from 1986 to 2002.
Frank A. Cappello 44 Vice President-Finance and Chief
Financial Officer since February 2000,
when he initially joined the Company.
Prior to joining the Company, Mr.
Cappello was employed by ASHTA
Chemicals Inc, a commodity chemical
manufacturer, from August 1990 to
December 1991 and from June 1992 to
February 2000, last serving as Vice
President Finance and Administration
and Chief Financial Officer; and
previously KPMG LLP, last serving as a
Senior Manager in its Assurance Group.
Hudson D. Smith (1) 51 Director of the Company since 1988.
Mr. Smith has served as Treasurer of
the Company since 1983 and President
of the Aerospace Component
Manufacturing Group since 1998. Mr.
Smith previously served as Vice
President and General Manager of SIFCO
Forge Group from 1995 to 1997; General
Manager of SIFCO Forge Group's
Cleveland Operations from 1989 to 1995
and Group General Sales Manager of
SIFCO Forge Group from 1985 to 1989.
Carolyn J. Buller, Esq. 47 Secretary and General Counsel since
November 2000. Ms. Buller is a partner
in the law firm of Squire, Sanders &
Dempsey LLP, and has been an attorney
with the firm since 1981.
Remigijus H. Belzinskas 46 Corporate Controller since June 2000,
when he initially joined the Company.
Prior to joining the Company, Mr.
Belzinskas was employed by Signature
Brands, Inc., a manufacturer and
distributor of consumer products, from
August 1990 to December 1999, serving
as Corporate Controller; and
previously by KPMG LLP, last serving
as a Senior Manager in its Assurance
Group.
(1) Hudson D. Smith and Jeffrey P. Gotschall are cousins.
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's Common Shares are traded on the American Stock Exchange under the
symbol "SIF". The following table sets forth, for the periods indicated, the
high and low sales price for the Company's Common Shares as reported by the
American Stock Exchange.
YEARS ENDED SEPTEMBER 30,
-------------------------
2002 2001
---- ----
HIGH LOW HIGH LOW
---- --- ---- ---
First Quarter................................. $ 5.70 $ 4.50 $ 6.38 $ 4.56
Second Quarter................................ 5.95 4.55 5.88 4.55
Third Quarter................................. 5.94 5.15 6.05 4.40
Fourth Quarter................................ 5.15 2.85 7.45 4.60
The Company has not declared or paid any cash dividends within the last two (2)
fiscal years and does not anticipate paying any such dividends in the
foreseeable future. The Company currently intends to retain all of its earnings
for the operation and expansion of its businesses. At November 18, 2002, there
were approximately 740 shareholders of record of the Company's Common Shares, as
reported by National City Corporation, the Company's Transfer Agent and
Registrar, which maintains its corporate offices at National City Center, 1900
East Ninth Street, Cleveland, Ohio 44101-0756.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company. The data presented below should be read in conjunction with the audited
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in Item 8.
YEARS ENDED SEPTEMBER 30,
-------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(AMOUNTS IN THOUSAND, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA
Net sales.............................................. $ 80,033 $ 105,633 $ 106,138 $ 115,490 $ 123,175
Income (loss) before income tax provision benefit)..... (13,448) 4,668 2,479 4,105 11,609
Income tax provision (benefit)......................... (462) 1,694 57 332 2,324
Net income (loss)...................................... (12,986) 2,974 2,422 3,773 9,285
Net income (loss) per share (basic).................... (2.49) 0.58 0.47 0.73 1.80
Net income (loss) per share (diluted).................. (2.49) 0.58 0.47 0.72 1.78
Cash dividends per share............................... -- -- 0.20 0.20 0.20
SHARES OUTSTANDING AT YEAR END......................... 5,258 5,237 5,134 5,193 5,170
BALANCE SHEET DATA
Working capital........................................ $ 19,525 $ 36,943 $ 28,676 $ 31,924 $ 32,102
Property, plant and equipment, net..................... 29,106 29,383 29,009 31,392 32,582
Total assets........................................... 67,339 86,596 80,500 88,662 93,011
Long-term debt, net of current maturities.............. 11,093 15,107 11,962 12,985 16,500
Total shareholders' equity............................. 36,735 49,374 45,500 50,046 49,890
Shareholders' equity per share......................... 6.99 9.43 8.86 9.64 9.65
FINANCIAL RATIOS
Return on beginning shareholders' equity............... (26.3)% 6.5% 4.8% 7.6% 22.9%
Long-term debt to equity percent....................... 30.2% 30.6% 26.3% 25.9% 33.1%
Current ratio.......................................... 2.3 3.3 2.6 2.6 2.5
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SIFCO Industries, Inc. and its subsidiaries engage in the production and sale of
a variety of metalworking processes, services and products produced primarily to
the specific design requirements of its customers. The processes and services
include forging, heat-treating, coating, welding, machining and selective
electrochemical finishing. The products include forgings, machined forged parts
and other machined metal parts, remanufactured component parts for turbine
engines, and selective electrochemical finishing solutions and equipment.
RESULTS OF OPERATIONS
FISCAL YEAR 2002 COMPARED WITH FISCAL YEAR 2001
In fiscal 2002, net sales decreased 24.2% to $80.0 million from $105.6 million
in 2001. Net loss for the year ended September 30, 2002 was $13.0 million, or
$2.49 per diluted share, compared with net income of $3.0 million, or $0.58 per
diluted share, in fiscal 2001.
TURBINE COMPONENT SERVICES AND REPAIR GROUP ("REPAIR GROUP")
The Repair Group, which accounted for 45.7% of the Company's business in fiscal
2002, had net sales of $36.5 million, down 32.8% from the $54.4 million level in
2001. Component repair sales were down approximately $11.4 million in fiscal
2002 compared to fiscal 2001. Demand for component repairs for virtually all
models of large jet engines, especially the older model JT8D engines, was down
in fiscal 2002 compared to fiscal 2001. The continued retirement and reduced
utilization of older generation aircraft that negatively impacted the Company in
fiscal 2001 was accelerated/exacerbated during fiscal 2002 as a direct
consequence of the September 11, 2001 terrorist attacks on the United States, as
many airlines chose to reduce capacity by retiring many of the older aircraft in
their fleets. In addition, the impact of the terrorist attacks on the commercial
airline industry in general has also resulted in the reduced demand for
component repairs for the CFM-56 (General Electric /Snecma), RB211 and Tay (both
Rolls-Royce) engines due to reduced commercial flight demand, which determines
the need for such repairs. However, higher demand for component repairs for
smaller jet engines and heavy industrial turbine engines partially offset the
decline in demand for component repairs for the large jet engines. Revenues
associated with the demand for replacement parts, which complement component
repair services provided to customers, were down approximately $6.5 million in
fiscal 2002 compared to fiscal 2001 due principally to the reduced component
repair volumes in general.
During fiscal 2002, the Repair Group's selling, general and administrative
expenses increased $1.9 million to $7.8 million, or 21.4% of net sales, from
$5.9 million, or 10.9% of net sales, in fiscal 2001. Included in the $7.8
million of selling, general and administrative expenses for fiscal 2002 were
$1.9 million of charges related to goodwill and equipment impairments, $0.9
million of restructuring charges, and a $0.3 million increase in a reserve
related to a vendor dispute. The remaining $4.7 million of selling, general and
administrative expenses for fiscal 2002 represented 12.9% of net sales and
reflected an $0.8 million reduction in the Repair Group's provision for doubtful
accounts, when compared to fiscal 2001.
Operating income (loss) in fiscal 2002 decreased $14.1 million to an $11.5
million loss from $2.6 million of income in fiscal 2001. Included in the
decreased operating results for fiscal 2002 were charges aggregating $6.1
million, $1.8 million of which were incurred in the fourth quarter, related to
the impairment of inventory ($3.3 million), the impairment of goodwill ($0.7
million), the impairment of equipment ($1.2 million), and the $0.9 million of
restructuring charges. During fiscal 2002, the Repair Group performed
evaluations of its existing operations primarily in light of the current and
anticipated impacts of the September 11, 2001 terrorist attacks on its business.
The principal result of these evaluation processes was the decision to
optimize/rationalize the Repair Group's multiple operations by reducing its
capacity for the repair of certain components, principally related to older
generation JT8D turbine engines, and the Repair Group's decision to optimize the
size of its workforce. As a result of these decisions, the Repair Group
recognized, during fiscal 2002, the aforementioned charges. In addition, the
Repair Group increased by $0.3 million, the reserve related to a vendor dispute.
The remaining $7.7 million decrease in operating results during fiscal 2002,
compared to fiscal 2001, was primarily due to the negative impact on margins of
the significantly reduced sales volumes for component repair services and
related replacement parts. The restructuring actions taken by the Repair Group
in fiscal 2002 are expected to have a positive impact on fiscal 2003 operating
costs when compared to fiscal 2002. The Repair Group will continue to evaluate
the need for additional optimization/rationalization of operations if and to the
extent that the demand for component repair services may not recover in the
future.
11
AEROSPACE COMPONENT MANUFACTURING GROUP ("ACM GROUP")
Net sales for fiscal 2002 decreased 18.9% to $33.2 million, compared with $40.9
million in fiscal 2001. Approximately $6.4 million of this decrease in net sales
is attributable to a decrease in the number of AE series new generation jet
engines built by Rolls-Royce Corporation for business and regional jets, as well
as military transport and surveillance aircraft, as a direct consequence of
reduced flight schedules, cancellation of aircraft orders, workforce reductions,
and declining financial performance of the airline industry as a consequence of
the September 11, 2001 terrorist attacks on the United States. As a further
consequence of the overall decline in the airline industry, net sales of
commercial aircraft airframe components declined approximately $2.9 million in
fiscal 2002, compared with fiscal 2001. Net sales in fiscal 2002 were also
negatively impacted by a $1.0 million reduction in selling prices to the ACM
Group's largest customer, Rolls-Royce Corporation, that was implemented during
the first quarter of fiscal 2002. Net sales of non-aerospace related components
in fiscal 2002 declined approximately $0.7 million, compared with fiscal 2001.
These decreases in net sales were partially offset by an approximately $3.3
million net increase in shipments of military airframe and engine components in
fiscal 2002, compared with fiscal 2001.
Selling, general and administrative expenses in fiscal 2002 were $3.3 million.
The primary factor impacting the ACM Group's selling, general and administrative
expenses in fiscal 2002 is a $0.9 million charge incurred in connection with the
settlement, during the second quarter of fiscal 2002, of an employment action
and a related claim that the Company had filed against its insurance carrier for
its failure to provide coverage. Selling, general and administrative expenses
before this legal accrual was $2.4 million in fiscal 2002, compared with $2.2
million in fiscal 2001. Selling, general and administrative expenses were
negatively impacted in fiscal 2002 by a $0.2 million increase in the ACM Group's
provision for doubtful accounts and a $0.1 million increase in employee benefit
expenses, offset by lower travel and other discretionary expenses.
The ACM Group's operating loss in fiscal 2002 was $0.3 million, compared with
operating income of $3.5 million in fiscal 2001. The ACM Group's operating
results in fiscal 2002 were impacted by the $0.9 million legal accrual discussed
above. In fiscal 2002, the ACM Group's operating income before legal accrual was
$0.6 million, or 1.7% of net sales, compared with $3.5 million, or 8.5% of net
sales, in fiscal 2001. The ACM Group's operating results in fiscal 2002 were
also negatively impacted by a $1.0 million reduction in selling prices to
Rolls-Royce Corporation, its largest customer, that was implemented during the
first quarter of fiscal 2002 and is expected to affect future periods. Operating
results were negatively impacted in 2002 by a $0.2 million LIFO provision,
compared with a $0.1 benefit in 2001. The remaining $1.6 million decrease in
operating income in fiscal 2002, compared with fiscal 2001, was primarily due to
the negative impact on operating income of the reduced operating levels in 2002.
Operating results as a percentage of net sales was negatively impacted in fiscal
2002 by the interplay between overall lower net sales in relation to fixed
manufacturing costs. This was offset in part by lower material cost in 2002 due
to product mix consisting of a greater percentage of products made from lower
cost materials than in 2001. Fiscal 2002 operating results also benefited from
lower utilization of outside services, such as heat-treating, as in-house
capabilities were sufficient to support such requirements. During fiscal 2002,
the ACM Group took a number of actions, including a salary freeze, cutbacks in
discretionary spending and other cost containment and cost reduction actions, to
mitigate, in part, the impact of significantly reduced revenues.
METAL FINISHING GROUP
Net sales were $10.3 million in both fiscal 2002 and 2001. In fiscal 2002
product net sales, consisting of selective electrochemical finishing equipment
and solutions, declined 7.2% to $5.9 million, compared with $6.4 million in
fiscal 2001. Product net sales continued the decline that began in the first
quarter of fiscal 2002 due to the overall weakness in most markets served by the
Metal Finishing Group, including aerospace, power generation, petroleum, steel,
and railroad industries. In fiscal 2002, contract service net sales increased
12.9% to $4.2 million, compared with $3.8 million in fiscal 2001. Overall,
declines in net sales to commercial customers were offset by increased sales to
military customers.
Selling, general and administrative expenses were $2.9 million in both fiscal
2002 and 2001. In fiscal 2002, selling, general and administrative expenses
benefited from lower advertising, travel and commissions expenditures, offset by
higher compensation and employee benefit expenses. The Metal Finishing Group
does not necessarily anticipate experiencing similar levels of expenditures for
advertising and travel in future periods as economic conditions within the
industries served by the Metal Finishing Group improve.
The Metal Finishing Group's operating income in fiscal 2002 was $1.5 million, or
14.5% of net sales, compared with $1.7 million, or 16.7% of net sales, in fiscal
2001. Operating income in fiscal 2002, compared with fiscal 2001, was negatively
impacted by a shift in sales mix to higher contract service sales, which
generate a lower margin than product sales. Additionally, a shift in the mix of
contract service sales toward smaller contracts also negatively impacted
operating results.
12
Operating income in fiscal 2002 was also negatively impacted by additional fixed
costs associated with a new service facility that opened in fiscal 2002 that has
not reached full operating levels.
CORPORATE UNALLOCATED EXPENSES
Corporate unallocated expenses, consisting of corporate salaries and benefits,
legal and professional and other corporate expenses, were $1.9 million in both
fiscal 2002 and 2001. Corporate unallocated expenses were favorably impacted in
2002 by $0.2 million of lower expenses related to management incentive and
public company expenses. During 2002, additional staffing, employee benefit and
general insurance expenses totaling $0.2 million, partially offset the favorable
decreases. The decrease in management incentive expense is attributable to the
financial performance of the Company, while the decline in public company
expenses is in part the result of the reduction in the size of the Company's
Board of Directors.
OTHER/GENERAL
Interest income was $0.3 million in fiscal 2002, compared with $0.5 million in
fiscal 2001. The reduction in interest income is attributable to lower average
cash and cash equivalent balances outstanding and lower interest rates during
2002, compared with 2001. Interest expense in fiscal 2002 was $0.8 million,
compared with $1.2 million in fiscal 2001. The decrease in interest expense is
attributable to overall lower borrowings outstanding under the Company's
revolving credit agreement, as well as lower interest rates.
Foreign currency exchange gain was minimal in fiscal 2002, compared with a
foreign currency exchange loss of $0.6 million in fiscal 2001. Effective October
1, 2001, the Company changed the functional currency of its Irish subsidiary
from the local currency to the U.S. dollar. The functional currency was changed
because a substantial majority of the subsidiary's transactions are now
denominated in U.S. dollars.
Other expense increased $0.6 million in fiscal 2002, compared with fiscal 2001,
as a result of a $0.8 million provision recorded in 2002 to adjust the amount of
the unamortized portion of deferred grant revenue for a possible future
repayment obligation due to the Company's recently reduced employment levels.
See Note 4 to the Consolidated Financial Statements for further discussion. This
provision was partially offset by an increase in the amount of nonrefundable
research and other grants received during fiscal 2002, compared with fiscal
2001, as well as a one-time gain from the sale of the ACM Group's interest in
certain natural gas wells.
The Company's fiscal 2002 income tax benefit of $0.5 million consists primarily
of anticipated tax refunds from the carryback of a non-U.S. operating loss. In
the fourth quarter of fiscal 2002, the Company recognized a $2.6 million
valuation allowance against its net U.S. deferred income tax assets, which were
primarily recorded during the first three quarters of fiscal 2002. In assessing
the Company's ability to realize its net deferred tax assets, management
considered whether it is more likely than not that some portion or all of its
net deferred tax assets may not be realized. Management considered the scheduled
reversal of deferred tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. Future reversal of the valuation
allowance will be achieved either when the tax benefit is realized or when it
has been determined that is more likely than not that the benefit will be
realized through future taxable income.
FISCAL YEAR 2001 COMPARED WITH FISCAL YEAR 2000
In 2001, net sales decreased 0.5% to $105.6 million from $106.1 million in 2000.
Net income increased 22.8% to $3.0 million, or $0.58 per diluted share, in 2001
from $2.4 million, or $0.47 per diluted share, in 2000.
TURBINE COMPONENT SERVICES AND REPAIR GROUP ("REPAIR GROUP")
The Repair Group, which accounted for 51% of the Company's business in fiscal
2001, had net sales of $54.4 million, down 11.8% from $61.7 million in fiscal
2000. Repair volumes for older model engine types continued the decline that the
Company experienced during fiscal 2000. As the Company expected, demand for
repairs to the older model JT8D (Pratt & Whitney) engines continue to decline
due to the continued retirement and reduced utilization of older model aircraft.
In addition, there was a reduced volume of repairs to the CFM-56 (General
Electric/SNECMA) and RB211 (Rolls-Royce) engines principally as a result of the
increased direct involvement of the jet engine manufacturers into the repair
marketplace. However, the Repair Group was able to show stronger repair volumes
with respect to the Tay (Rolls-Royce) and PW4000 (Pratt & Whitney) engines,
which represent some of the Group's newer programs. Revenue associated with the
demand for replacement parts that complement the repair services provided to
customers were also down in fiscal 2001 because of the reduced repair volumes in
general.
13
During fiscal 2001, the Repair Group's selling, general and administrative
expenses increased to $5.9 million, or 10.9% of net sales, from $5.6 million, or
9.1% of net sales in fiscal 2000. During fiscal 2001, the Repair Group recorded
an increase in bad debt expense of $0.8 million, when compared to fiscal 2000,
of which $0.2 million was recorded in the fourth quarter of fiscal 2001. The
increase in bad debt expense was partially offset by the positive impact of a
weaker Euro as discussed below.
Operating income in fiscal 2001 increased to $2.6 million, or 4.8% of net sales,
from $2.3 million, or 3.8% of net sales, in fiscal 2000. Reduced sales volumes
for repair services again adversely impacted the Repair Group's operating
income. During fiscal 2001, the Repair Group's operating income was also
negatively impacted by an increase in its reserve for obsolete replacement parts
inventory of $0.7 million, when compared to 2000, of which $0.6 million was
recorded in the fourth quarter of fiscal 2001. These negative impacts were
partially offset by the positive impact of improved margins on the sales of
replacement parts. Lower costs in 2001 for used replacement parts that could be
refurbished, resulted in improved margins on the sale of replacement parts.
However, the overwhelming contributor to the Repair Group's sustained operating
profit, in spite of its reduced sales volumes and additional reserve provisions,
has been the positive impact on the Group's margins of the further weakening of
the Euro in relation to the U.S. dollar during fiscal 2001, when compared to
fiscal 2000. Such positive impact accounted for approximately $2.5 million in
operating income. The vast majority of the Repair Group's U.S. and non-U.S.
sales are denominated in the U.S. dollars. At the same time, over 50% of the
Group's operations are located in Ireland and the majority of its related costs
are denominated in local currency that is tied directly to the Euro.
Consequently, as the Euro declines, such costs are favorably impacted when
measured and reported in equivalent U.S. currency.
AEROSPACE COMPONENT MANUFACTURING GROUP ("ACM GROUP")
Net sales for fiscal 2001 increased 17% to $40.9 million, compared with $35.0
million in fiscal 2000. The sales increase is net of a reduction in selling
price of approximately $1.0 million caused by a decline in the market price of a
key raw material that was passed on to customers in the second half of fiscal
2000. The increase in net sales is primarily attributable to an increase in the
number of AE series new generation jet engines built by Rolls-Royce Corporation
for business and regional jets, as well as transport and surveillance aircraft.
Net sales in 2001 also benefited from an increase in shipments of components for
military aircraft, as well as airframe components sold to commercial aircraft
manufacturers.
Selling, general and administrative expenses for fiscal 2001 increased $0.3
million to $2.2 million, compared to $1.9 million in fiscal 2000. The increase
in fiscal 2001 is primarily attributable to lower selling, general and
administrative expense recognized in fiscal 2000 due to a nonrecurring
reevaluation of the Company's obligation to provide certain medical benefits to
a small number of individuals who retired prior to 1993.
The ACM Group's operating income in 2001 was $3.5 million, or 8.5% of net sales,
compared with $1.5 million, or 4.3% of net sales in 2000. The overall higher net
sales level generated $0.8 million of operating income. In addition, the Group's
operating income in 2001 benefited by $1.2 million as a result of improved
efficiencies resulting from higher production volumes. The operating income in
2001 also benefited by $0.4 million due to process improvements and $0.4 million
in lower tooling costs. LIFO benefit was $0.1 million and $0.8 million in 2001
and 2000, respectively. Operating income as a percentage of net sales also
benefited in fiscal 2001 from the decline in the market price of a key raw
material in the second half of fiscal 2000.
METAL FINISHING GROUP
Net sales for fiscal 2001 increased 8.6% to $10.3 million, compared with $9.5
million in fiscal 2000. Contract service sales volumes increased $0.5 million,
or 19%, representing 36% of total sales, in fiscal 2001 when compared to fiscal
2000. Solution sales increased $0.1 million, or 3%, representing 45% of total
sales, in 2001 when compared to 2000.
Operating income in fiscal 2001 increased to $1.7 million, or 16.7% of net
sales, from $1.1 million, or 11.2% of net sales, in fiscal 2000. Margins
improved in fiscal 2001, when compared to fiscal 2000, due principally to
product mix, both in terms of increased sales and a higher margin in the
contract services area as well as a shift within solutions sales to more of a
higher margin precious metal solutions. In addition, the Metal Finishing Group
realized some production efficiencies on increased sales and fiscal 2000 had a
nonrecurring charge of $0.1 million related to employee benefits. During fiscal
2001, the Metal Finishing Group's selling, general and administrative expenses
of $2.9 million were generally comparable to fiscal 2000 in amount, but
represented a lower percentage of net sales.
14
CORPORATE UNALLOCATED EXPENSES
Corporate unallocated expenses, consisting of corporate salaries and benefits,
legal and professional and other corporate expenses were $1.9 million in 2001
and 2000. Corporate unallocated expenses were favorably impacted by $0.2 million
of lower expenses related to consulting, defined contribution plan
administration costs, public company expenses and actuarially determined defined
benefit pension plan costs. This was offset by $0.2 million in higher management
incentive expense and legal and professional expenses.
OTHER/GENERAL
Interest income increased to $0.5 million in 2001, compared with $0.2 in 2000,
primarily due to the increase in cash and cash equivalents in fiscal 2001,
offset in part by lower interest rates. Interest expense was $1.2 million in
2001, compared with $1.0 million in fiscal 2000. Interest expense was negatively
impacted by higher average borrowings under the Company's revolving credit
agreement, offset in part by lower interest rates.
Other expense was $0.6 million in fiscal 2001, compared with other income of
$0.3 million in 2000. $0.8 million of this change is due to foreign currency
transaction losses, of which $1.0 million occurred in the fourth quarter of
2001. These exchange losses result from the impact of the strengthening Euro,
principally in the fourth quarter of 2001, on the carrying values of certain net
monetary assets of the Company's non-U.S. subsidiaries. In addition, the amount
of grant income from Irish government agencies recognized by the Company's Irish
subsidiary declined $0.1 million to $0.4 million in 2001, compared with $0.5
million 2000.
During fiscal 2001, U.S. income taxes were provided on the undistributed fiscal
2001 earnings of non-U.S. subsidiaries in anticipation that distributions from
such earnings, to the extent they may occur, would result in an additional
income tax liability. The Company's consolidated income tax provision of $1.7
million results in an effective tax rate of 36.3% in 2001, compared to 2.3% in
2000. Expenses not deductible for tax purposes resulted in an effective tax rate
higher than the statutory rate. The Company's fiscal 2000 income tax provision
of $0.1 million consists of a U.S. income tax benefit of $0.4 million on a U.S.
loss of $1.2 million, offset by a non-U.S. income tax provision of $0.5 million
on non-U.S. income of $3.7 million.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased to $7.6 million at September 30, 2002 from
$13.8 million at September 30, 2001. At present, essentially all of the
Company's cash and cash equivalents are in the possession of its non-U.S.
subsidiaries and relate to undistributed earnings. During fiscal 2002, the
Company received a distribution of $2.5 million from one of its non-U.S.
subsidiaries. This distribution was utilized to repay a portion of the
outstanding balance under the Company's revolving credit agreement.
Cash flow activity for fiscal 2002 is presented in the Consolidated Statements
of Cash Flows. Cash was provided by a $2.9 million decrease in the ACM Group's
accounts receivable due to lower sales, net of a $0.1 million increase in its
allowance for doubtful accounts in response to higher levels of credit risk
resulting from the current economic environment. Cash was further provided by a
$1.1 million decrease in the Repair Group's accounts receivable due to lower
sales, as well as by a $0.2 million decrease in the Metal Finishing Group's
accounts receivable. ACM Group inventories decreased by $2.5 million in fiscal
2002, while the Repair Group's inventories decreased $1.6 million and the Metal
Finishing Group's inventory increased $0.1 million in fiscal 2002. The overall
decline in inventory levels is attributable to lower sales levels experienced
during fiscal 2002. The $2.6 million decrease in consolidated accounts payable
is attributable to lower overall operating expenses and inventory purchases due
to lower net sales during fiscal 2002. The $1.9 million increase in consolidated
accrued liabilities is caused by a $2.0 million reclassification of the
unamortized portion of deferred grant revenue from other long-term liabilities;
the establishment of a $0.9 million legal accrual and an $0.8 million severance
accrual in connection with staff reductions. These increases were offset in part
by payment in fiscal 2002 of $1.0 million of fiscal 2001 employee incentives,
$0.5 million payment of fiscal 2001 income taxes, net of refunds, and lower
overall operating expenses in fiscal 2002, compared with fiscal 2001. Working
capital was $19.5 million at September 30, 2002, compared with $36.9 million at
September 30, 2001. The current ratio was 2.3 and 3.3 at September 30, 2002 and
2001, respectively.
15
Capital expenditures were $5.0 million in fiscal 2002, compared with $4.1
million in fiscal 2001. Fiscal 2002 capital expenditures consisted of equipment
that will expand and diversify the Repair Group's repair capabilities, including
HIT component repair; provide other new equipment and upgrade existing
equipment. At September 30, 2002, the Company has no material outstanding
commitments for capital expenditures. The Company anticipates that fiscal 2003
capital expenditures will not exceed $3.5 million and will be concentrated in
the Repair Group.
At September 30, 2002, the Company has a term note with a bank payable in
quarterly installments of $0.3 million through February 1, 2005, with the
remaining balance of $3.9 million due May 1, 2005. The term note has a variable
interest rate, which after giving effect to an interest rate swap agreement with
the same bank, becomes an effective fixed rate of 7.74%, which is subject to
adjustment based upon the level of certain financial ratios. The outstanding
balance of the term note at September 30, 2002 was $6.9 million.
The Company has at September 30, 2002, a $10.0 million revolving credit
agreement with a bank that expires on March 31, 2004 and bears interest at the
bank's base rate. The interest rate was 4.75% at September 30, 2002. A
commitment fee of 0.25% is incurred on the remaining unused balance. At
September 30, 2002 the Company had $7.6 million available against its $10.0
million revolving credit agreement.
The Company also has outstanding at September 30, 2002, a 15-year industrial
development bond, which was issued with an original face amount of $4.1 million
and was used to expand the Repair Group's Tampa, Florida facility. The interest
rate is reset weekly, based on prevailing tax-exempt money market rates.
Interest rate at September 30, 2002 was 1.9%. The outstanding balance of the
industrial development bond at September 30, 2002 was $3.2 million.
Under its credit agreements, the Company is subject to certain customary
covenants. These include, without limitation, covenants (as defined) that limit
the amount of annual capital expenditures and require the maintenance of certain
specified financial ratios, including a minimum tangible net worth level, a
maximum liability to tangible net worth ratio and an interest coverage ratio.
On November 26, 2002 the Company entered into an agreement with its bank to
amend certain provisions of its credit agreements. The amendment waives (i) the
interest coverage ratio covenant for the periods ended September 30, 2002,
December 31, 2002 and March 31, 2003; (ii) the minimum tangible net worth
covenant for the period ending September 30, 2002; and (iii) the capital
expenditure limitation for the period ended September 30, 2002. The amendment
modifies certain financial covenants and the interest rate-pricing grid. As a
consequence, the term note's three-month LIBOR based borrowing rate increases to
8.24% effective November 26, 2002. Also, as a result of this amendment the
commitment fee on the unused balance of the revolving credit agreement was
increased to 0.375%. Taking into consideration the effect of this waiver, the
Company was in compliance with all applicable covenants at September 30, 2002.
The Company's long-term debt as a percentage of equity at September 30, 2002 and
2001 was 30.2% and 30.6%, respectively. At September 30, 2002 the Company had
$7.6 million available against its $10.0 million revolving credit agreement.
During fiscal 2002, the Company repurchased 29,300 of its Common Shares. The
total number of shares repurchased under the Company's 100,000 Common Share
repurchase program, approved by the Board of Directors, is 100,000. No dividends
were declared during fiscal 2002.
OUTLOOK
As the Company noted in 2001, its business is heavily dependent upon the
strength of the commercial airlines as well as the aircraft and related engine
manufacturers. Consequently, the performance of the domestic and international
air transport industry directly and significantly impacts the performance of the
Repair and ACM Groups' businesses. The air transport industry's long-term
outlook has, for many years, been one of continued growth. Such outlook
suggested the need for additional aircraft and growth in the requirement for
aircraft and engine repairs.
The events of September 11, 2001 resulted in an immediate reduction in the
demand for passenger travel both in the U.S. and internationally. Aircraft
manufacturers have announced reductions in forecasted aircraft deliveries in the
next few years as a result of reduced demand, and many airlines cancelled or
rescheduled deliveries of new aircraft to which they had previously committed.
In addition, the financial condition of many airlines in the U.S. and throughout
the world is weak. The U.S. airline industry has made requests for U.S.
government assistance, while some airlines have entered bankruptcy proceedings,
and others have announced major restructuring initiatives, including significant
reductions in service and grounding of aircraft. This reduction in the demand
for passenger travel and aircraft deliveries, and the increase in the
16
number of idle aircraft, the number of which is skewed heavily toward older
models, resulted in a decrease in orders and, therefore, negatively impacted the
ACM and Repair Groups' net sales, operating results, and cash flows in fiscal
2002. This was due to the concentration of the ACM Group providing new parts for
aircrafts and engines, and the Repair Group providing replacement parts and
component repair services for the engines that power these aircraft. Declines in
the commercial airline, aircraft and related engine industries have been
partially offset by increases in U.S. military spending for aircraft and related
components. The ACM business supplies new and spare components for military
aircraft. Increases in military component demand have partially offset the
decreases in commercial aerospace component net sales. The recent establishment
of the Department of Homeland Security may result in additional demand for
military aircraft and related components.
It is difficult to determine at this time what the long-term impact of these
events will be on air travel and the demand for the services and products
provided by the Company. These factors could result in a further decrease in
orders for new and after-market commercial aerospace products and services; an
increase in credit risk associated with doing business with the financially
troubled airlines and their suppliers; and an increase in slow moving and/or
obsolete replacement parts inventory related to older model engines that are
experiencing reduced usage. All of these consequences, to the extent that they
occur, could negatively impact the Company's net sales, operating profits and
cash flows. However, in light of the current business environment, the Company
believes that that cash on-hand, funds available under its revolving credit
agreement and anticipated funds generated from operations will be adequate to
meet its liquidity needs through the foreseeable future.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". This standard is effective for fiscal years beginning after
December 15, 2001. The Company adopted this standard on October 1, 2002, the
first quarter of the Company's fiscal year 2003. The standard changes financial
accounting and reporting for acquired goodwill and indefinite life intangible
assets. Under SFAS No. 142, goodwill will be subject to at least an annual
assessment for impairment by applying a fair-value based test. The adoption will
result in no further amortization of goodwill. Amortization of goodwill during
the year ended September 30, 2002 was $0.1 million, or $0.02 per share
(diluted). Other than the cessation of goodwill amortization, the Company does
not expect the adoption of this standard to have an impact on the Company's
financial position or results of operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This standard addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement cost. The standard applies to legal obligations
associated with the retirement of long-lived assets that result from
acquisition, construction, development and/or the normal operation of a
long-lived asset, except for certain obligations of lessees. This standard
requires entities to record the fair value of a liability for an asset
retirement obligation in the period incurred. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. The Company will adopt this standard
in fiscal 2003. The Company does not expect the adoption of this standard to
have a material impact on the Company's financial position or results of
operations.
In September 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". This statement superceded SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets to be Disposed Of" and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30, "Reporting Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", related to the disposal of a segment of a business.
This statement amends certain provisions of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements". SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001. The Company will adopt this standard in
fiscal 2003. The Company does not expect the adoption of this standard to have a
material impact on the Company's financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This standard addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit and Activity (including
Certain Costs Incurred in a Restructuring)" ("EITF No. 94-3"). SFAS No. 146
requires that a liability for costs associated with an exit or disposal activity
to be recognized when the liability is incurred. Under EITF No. 94-3, a
liability for exit costs as defined in EITF No. 94-3 is recognized at the date
of an entity's commitment to an exit plan. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated after December 31,
2002.
17
FORWARD-LOOKING STATEMENTS
This discussion may contain various forward-looking statements and includes
assumptions concerning the Company's operation, future results and prospects.
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) future business environment, including capital and
consumer spending; (2) competitive factors, including the ability to replace
business which may be lost due to increased direct involvement by the jet engine
manufacturers in turbine component services and repair markets; (3) successful
procurement of new repair process licenses; (4) fluctuating foreign currency
(primarily Euro) exchange rates; (5) successful development and market
introductions of new products, including an advanced coating technology and the
continued development of HIT repair processes; (6) regressive pricing pressures
on the Company's products and services, with productivity improvements as the
primary way to maintain margins; (7) success with the further development of
strategic alliances with certain turbine engine manufacturers for turbine
component repair services; (8) the long-term impact on the aerospace industry of
the September 11, 2001 terrorist attacks on the United States, including
collection risks due to failure of airlines/engine over-haul companies and other
aerospace related industries, the reduced number of aircraft in service, and the
accelerated declining use of older model jet engines such as the JT8D; (9)
successful replacement of declining demand for repair services for turboprop
engine components with component repair services for small turbofan engines
utilized in the business and regional aircraft markets; (10) continued reliance
on several major customers for revenues, as the company's five largest customers
account for approximately 35% of its total net sales, (11) stability of
government laws and regulations, including taxes; and (12) stable governments
and business conditions in economies where the Company's business is conducted.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
In the ordinary course of business, the Company is subject to foreign currency
and interest rate risk. The risks primarily relate to the sale of the Company's
products in transactions denominated in non-U.S. dollar currencies (primarily
the Euro); the payment in local currency, of wages and other costs related to
the Company's non-U.S. operations; and changes in interest rates on the
Company's long-term debt obligations. The Company does not hold or issue
financial instruments for trading purposes.
The Company believes that inflation has not materially affected its results of
operations in 2002, and does not expect inflation to be a significant factor in
fiscal 2003.
FOREIGN CURRENCY RISK
The U.S. dollar is the functional currency for all of the Company's U.S.
operations. Effective October 1, 2001, the Company changed the functional
currency of its Irish subsidiary from the local currency to the U.S. dollar. The
functional currency was changed because a substantial majority of the
subsidiary's transactions are now denominated in U.S. dollars. For these
operations, all gains and losses from completed currency transactions are
included in income currently. For the Company's other non-U.S. subsidiaries, the
functional currency is the local currency. Assets and liabilities are translated
using average rates of exchange. Foreign currency translation adjustments are
reported as a component of accumulated other comprehensive loss.
Historically, the Company has been able to mitigate the impact of foreign
currency risk by means of hedging such risk through the use of foreign currency
exchange contracts. However, such risk is mitigated only for the periods for
which the Company has foreign currency exchange contracts in effect, and only to
the extent of the U.S. dollar amounts of such contracts. At September 30, 2002,
the Company had several forward exchange contracts outstanding for durations of
up to nine months to purchase Euros aggregating U.S. $10.9 million. A ten
percent appreciation or depreciation of the value of the U.S. dollar relative to
the currencies in which the forward exchange contracts outstanding at September
30, 2002 are denominated, would result in a $1.2 million decline or increase,
respectively, in the value of the forward exchange contracts. The Company will
continue to evaluate its foreign currency risk, if any, and the effectiveness of
using similar hedges in the future to mitigate such risk.
18
INTEREST RATE RISK
The Company's primary interest rate risk exposure results from the variable
interest rate mechanisms associated with the Company's long-term debt consisting
of a term note payable to the Company's bank, a revolving credit agreement and
industrial development variable rate demand revenue bonds. These interest rate
exposures are managed in part by an interest rate swap agreement to fix the
interest rate of the term note payable to the Company's bank. If interest rates
were to increase 100 basis points (1%) from September 30, 2002 rates, and
assuming no changes in the amounts outstanding under the revolving credit
agreement and industrial development variable rate demand revenue bonds, the
additional annual interest expense to the Company would be approximately $0.1
million.
The Company's sensitivity analyses of the effects of changes in interest rates
do not consider the impact of a potential change in the level of variable rate
borrowings or derivative instruments outstanding that could take place if these
hypothetical conditions prevail.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of SIFCO Industries, Inc. and
Subsidiaries
We have audited the accompanying consolidated balance sheet of SIFCO Industries,
Inc. (an Ohio Corporation) and Subsidiaries as of September 30, 2002, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial statements of SIFCO
Industries, Inc. and Subsidiaries as of September 30, 2001 and for each of the
two years in the period ended September 30, 2001 were audited by other auditors
who have ceased operations. Those auditors expressed an unqualified opinion on
those financial statements in their report dated October 26, 2001.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SIFCO Industries,
Inc. and Subsidiaries as of September 30, 2002, and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
Cleveland, Ohio
October 29, 2002,
(except for the last paragraph of
Note 5, as to which the date is November 26, 2002)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE II
To the Board of Directors and Shareholders of SIFCO Industries, Inc. and
Subsidiaries
In connection with our audit of the consolidated financial statements of SIFCO
Industries, Inc. and Subsidiaries referred to in our report dated October 29,
2002, which is incorporated in this Form 10-K, we have also audited Schedule II
for the year ended September 30, 2002. In our opinion, this schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
The financial statements of SIFCO Industries, Inc. and Subsidiaries as of
September 30, 2001 and for each of the two years in the period ended September
30, 2001, were audited by other auditors who have ceased operations and whose
report dated October 26, 2001, stated that the information in Schedule II as of
September 30, 2001 and for each of the two years in the period ended September
30, 2001 is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
/s/ GRANT THORNTON LLP
Cleveland, Ohio
October 29, 2002
20
The following is a copy of a previously issued Report of Independent Public
Accountants. The predecessor auditors (who have ceased operations) have not
revised this report.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of SIFCO Industries, Inc., and
Subsidiaries
We have audited the accompanying consolidated balance sheets of SIFCO
Industries, Inc. (an Ohio Corporation) and Subsidiaries as of September 30, 2001
and 2000, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended September
30, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express and opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SIFCO Industries, Inc. and
Subsidiaries as of September 30, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the period ended
September 30, 2001, in conformity with accounting principles generally accepted
in the United States.
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
October 26, 2001.
The following is a copy of a previously issued Report of Independent Public
Accountants on the Financial Statement Schedule. The predecessor auditors (who
have ceased operations) have not revised this report.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON THE FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders of SIFCO Industries, Inc.:
We have audited in accordance with auditing stands generally accepted in the
United States, the consolidated financial statements included in SIFCO
Industries, Inc. and Subsidiaries' annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated October
26, 2001. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in the index of financial
statement schedules is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements and, in our opinion,
fairly sates in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements taken
as a whole.
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
October 26, 2001.
21
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED SEPTEMBER 30,
-------------------------
2002 2001 2000
---- ---- ----
Net sales ......................................................... $ 80,033 $ 105,633 $ 106,138
Operating expenses:
Cost of goods sold ........................................... 76,331 86,761 90,732
Selling, general and administrative expenses ................. 15,952 12,960 12,357
-------------------------------------
Total operating expenses ................................ 92,283 99,721 103,089
-------------------------------------
Operating income (loss) ............................ (12,250) 5,912 3,049
Interest income ................................................... (258) (530) (196)
Interest expense .................................................. 838 1,189 1,019
Foreign currency exchange loss (gain) net ......................... (34) 568 (207)
Other expense (income) net ........................................ 652 17 (46)
-------------------------------------
Income (loss) before income tax provision (benefit) ..... (13,448) 4,668 2,479
Income tax provision (benefit) .................................... (462) 1,694 57
-------------------------------------
Net income (loss) .................................. $ (12,986) $ 2,974 $ 2,422
=====================================
Net income (loss) per share (basic) ............................... $ (2.49) $ 0.58 $ 0.47
Net income (loss) per share (diluted) ............................. $ (2.49) $ 0.58 $ 0.47
Weighted-average number of common shares (basic) .................. 5,219 5,144 5,169
Weighted-average number of common shares (diluted) ................ 5,236 5,165 5,203
See notes to consolidated financial statements.
22
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30,
-------------
2002 2001
---- ----
ASSETS
------
Current Assets:
Cash and cash equivalents $ 7,583 $ 13,787
Receivables ............................................................ 14,505 18,705
Inventories ............................................................ 10,701 18,013
Refundable income taxes ................................................ 423 --
Deferred income taxes -- 1,709
Prepaid expenses and other current assets .............................. 1,501 578
-----------------------
Total current assets ......................................... 34,713 52,792
Property, plant and equipment:
Land ................................................................... 859 859
Buildings .............................................................. 19,402 19,063
Machinery and equipment ................................................ 59,763 58,723
-----------------------
80,024 78,645
Less - accumulated depreciation ........................................ 50,918 49,262
-----------------------
Property, plant and equipment, net ........................... 29,106 29,383
Other assets:
Funds held by trustee for capital project .............................. -- 92
Goodwill and other intangible assets, net .............................. 2,574 3,558
Other assets ........................................................... 946 771
-----------------------
Total other assets ............................................ 3,520 4,421
-----------------------
Total assets ............................................ $ 67,339 $ 86,596
=======================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current maturities of long-term debt ................................... $ 1,440 $ 1,430
Accounts payable ....................................................... 4,130 6,717
Accrued liabilities .................................................... 9,618 7,702
-----------------------
Total current liabilities ..................................... 15,188 15,849
Long-term debt, net of current maturities ................................... 11,093 15,107
Other long-term liabilities ................................................. 4,323 6,266
Shareholders' equity:
Serial preferred shares, no par value, authorized 1,000 shares ......... -- --
Common shares, par value $1 per share, authorized 10,000 shares;
issued 5,358 shares in 2002 and 5,308 shares in 2001;
outstanding 5,258 shares in 2002 and 5,237 shares in 2001 ....... 5,358 5,308
Additional paid-in capital ............................................. 6,936 6,783
Retained earnings ...................................................... 32,629 45,615
Accumulated other comprehensive loss ................................... (7,034) (7,423)
Unearned compensation - restricted common shares ....................... (562) (460)
Common shares held in treasury at cost, 100 shares in 2002 and
71 shares in 2001 ................................................. (592) (449)
-----------------------
Total shareholders' equity .................................... 36,735 49,374
-----------------------
Total liabilities and shareholders' equity ........... $ 67,339 $ 86,596
=======================
See notes to consolidated financial statements.
23
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
YEARS ENDED SEPTEMBER 30,
-------------------------
2002 2001 2000
---- ---- ----
Cash flows from operating activities:
Net income (loss) ..................................................... $ (12,986) $ 2,974 $ 2,422
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization ............................... 4,706 4,368 4,632
Loss on disposal of property, plant and equipment ........... (7) 160 --
Deferred income taxes ....................................... 15 1,286 176
Asset impairment charges .................................... 5,160 -- --
Changes in operating assets and liabilities:
Receivables ................................................. 4,200 1,205 575
Inventories ................................................. 4,054 2,081 2,177
Refundable income taxes ..................................... (423) -- 354
Prepaid expenses and other current assets ................... (923) 84 606
Other assets ................................................ (563) (119) 229
Accounts payable ............................................ (2,588) (2,268) 1,341
Accrued liabilities ......................................... 1,916 176 (1,873)
Other long-term liabilities ................................. 28 (886) (168)
-------------------------------------
Net cash provided by operating activities ............. 2,589 9,061 10,471
Cash flows from investing activities:
Capital expenditures ........................................ (5,043) (4,082) (4,652)
Decrease in funds held by trustee for capital project ....... 92 438 147
Proceeds from sale of property, plant and equipment ......... 105 -- --
Other ....................................................... 99 44 (404)
-------------------------------------
Net cash used for investing activities ................ (4,747) (3,600) (4,909)
Cash flows from financing activities:
Proceeds from revolving credit agreement .................... 24,735 30,132 9,286
Repayments of revolving credit agreement .................... (27,309) (25,557) (8,889)
Repayments of long-term debt ................................ (1,430) (1,420) (1,415)
Repurchase of common shares ................................. (143) -- (449)
Cash dividends declared ..................................... -- -- (1,031)
Issuance of common shares ................................... -- 13 73
Share transactions under restricted stock program ........... 101 -- --
-------------------------------------
Net cash provided by (used for) financing activities .. (4,046) 3,168 (2,425)
-------------------------------------
Increase (decrease) in cash and cash equivalents ........................... (6,204) 8,629 3,137
Cash and cash equivalents at beginning of year ............................. 13,787 4,687 2,022
Effect of exchange rate changes on cash and cash equivalents ............... -- 471 (472)
-------------------------------------
Cash and cash equivalents at end of year .............. $ 7,583 $ 13,787 $ 4,687
=====================================
Supplemental disclosure of cash flow information:
Cash paid for interest ................................................ $ (845) $ (1,082) $(1,021)
Cash recovered (paid) for income taxes, net ........................... (573) 460 (62)
See notes to consolidated financial statements.
24
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSDANDS, EXCEPT PER SHARE DATA)
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID-IN RETAINED COMPREHENSIVE
SHARES CAPITAL EARNINGS INCOME (LOSS)
------ ------- -------- -------------
BALANCE - SEPTEMBER 30, 1999 $ 5,193 $ 6,352 $ 41,250 $ (2,749)
Comprehensive income (loss):
Net income......................................... -- -- 2,422 --
Foreign currency translation adjustment............ -- -- -- (5,561)
Total comprehensive loss........................
Shares issued to Defined Contribution Plan............. 1 5 -- --
Shares issued to vendor as payment for services 6 42 -- --
Stock options exercised................................ 5 14 -- --
Shares repurchased and held in treasury................ -- -- -- --
Dividends declared ($0.20 per share)................... -- -- (1,031) --
- ---------------------------------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 2000 $ 5,205 $ 6,413 $ 42,641 $ (8,310)
Comprehensive income (loss):
Net income......................................... -- -- 2,974 --
Foreign currency translation adjustment............ -- -- -- 1,191
Unrealized loss on interest rate swap agreement,
net of income tax benefit of $156................ -- -- -- (304)
Total comprehensive income......................
Shares issued to vendor as payment for services........ 3 10 -- --
Shares issued under restricted stock plan.............. 100 360 -- --
- ---------------------------------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 2001 $ 5,308 $ 6,783 $ 45,615 $ (7,423)
Comprehensive income (loss):
Net loss........................................... -- -- (12,986) --
Foreign currency translation adjustment............ -- -- -- 112
Currency exchange contract adjustment.............. -- -- -- 1,035
Unrealized loss on interest rate swap agreement,
net of income tax provision of $156.............. -- -- -- (254)
Minimum pension liability adjustment............... -- -- -- (504)
Total comprehensive loss........................
Shares repurchased and held in treasury................ -- -- -- --
Share transactions under restricted stock plan......... 50 153 -- --
- ---------------------------------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 2002 $ 5,358 $ 6,936 $ 32,629 $ (7,034)
=========================================================================================================
SHARES TOTAL
UNEARNED HELD IN SHAREHOLDERS'
COMPENSATION TREASURY EQUITY
------------- -------- ------
BALANCE - SEPTEMBER 30, 1999 $ -- $ -- $ 50,046
Comprehensive income (loss):
Net income......................................... -- -- 2,422
Foreign currency translation adjustment............ -- -- (5,561)
---------
Total comprehensive loss........................ (3,139)
Shares issued to Defined Contribution Plan............. -- -- 6
Shares issued to vendor as payment for services........ -- -- 48
Stock options exercised................................ -- -- 19
Shares repurchased and held in treasury................ -- (449) (449)
Dividends declared ($0.20 per share)................... -- -- (1,031)
- ---------------------------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 2000 $ -- $ (449) $ 45,500
Comprehensive income (loss):
Net income......................................... -- -- 2,974
Foreign currency translation adjustment............ -- -- 1,191
Unrealized loss on interest rate swap agreement,
net of income tax benefit of $156................ -- -- (304)
---------
Total comprehensive income 3,861
Shares issued to vendor as payment for services........ -- -- 13
Shares issued under restricted stock plan.............. (460) -- --
- ---------------------------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 2001 $ (460) $ (449) $ 49,374
Comprehensive income (loss):
Net loss........................................... -- -- (12,986)
Foreign currency translation adjustment............ -- -- 112
Currency exchange contract adjustment.............. -- -- 1,035
Unrealized loss on interest rate swap agreement,
net of income tax provision of $156.............. -- -- (254)
Minimum pension liability adjustment............... -- -- (504)
---------
Total comprehensive loss........................ ( 12,597)
Shares repurchased and held in treasury................ -- (143) (143)
Share transactions under restricted stock plan......... (102) -- 101
- ---------------------------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 2002 $ (562) $ (592) $ 36,735
===================================================================================================
See notes to consolidated financial statements.
25
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF BUSINESS
SIFCO Industries, Inc. and Subsidiaries (the "Company") are engaged in the
production and sale of a variety of metalworking processes, services and
products produced primarily to the specific design requirements of its
customers. The processes and services include forging, heat-treating, coating,
welding, machining and selective electrochemical finishing and the products
include forgings, machined forged parts and other machined metal parts,
remanufactured component parts for turbine engines, and selective
electrochemical finishing solutions and equipment.
B. PRICIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated.
C. CASH EQUIVALENTS
The Company considers all highly liquid short-term investments with original
maturities of three months or less to be cash equivalents.
D. INVENTORY VALUATION
Inventories are stated at the lower of cost or market. Inventory cost includes
material, direct labor and factory overhead. Cost is determined by the last-in,
first-out (LIFO) method for approximately 35% of inventories at September 30,
2002 and 2001. The first-in, first-out (FIFO) method is used for the remainder
of inventories.
E. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation and amortization
are generally computed using the straight-line method, except for certain
divisions, which use the declining balance method. Depreciation and amortization
are provided in amounts sufficient to amortize the cost of the assets over their
estimated useful lives. Depreciation and amortization provisions are based on
estimated useful lives: buildings and building improvements: 5 to 50 years and
machinery and equipment, including office and computer equipment: 3 to 20 years.
F. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets represent the excess of cost over the net
assets of acquired companies. Goodwill is amortized using the straight-line
method over 40 years. Other intangible assets include a 10-year non-competition
agreement with the former owner of an acquired company. This asset, which became
fully amortized during 2002, was amortized using the straight-line method over
10 years. The Company uses an undiscounted cash flow method to periodically
review the value of goodwill and other intangible assets. As a result of such
review during 2002, the Company recognized a $733 net write-down of goodwill.
The Company believes that the balance of its goodwill and other intangible
assets are realizable. At September 30, 2002 and 2001, accumulated amortization
of goodwill and other intangible assets was $881 and $3,179, respectively.
G. NET INCOME PER SHARE
The Company's net income per basic share has been computed based on the average
number of common shares outstanding. Net income per diluted share reflects the
effect of the Company's outstanding stock options under the treasury stock
method.
H. REVENUE RECOGNITION
The Company recognizes revenue in accordance with the Securities and Exchange
Commission's Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements". Revenues are generally recognized when products are
shipped or services are provided to customers.
26
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
I. NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". This standard is effective for fiscal years beginning after
December 15, 2001. The Company adopted this standard on October 1, 2002, the
first quarter of the Company's fiscal year 2003. The standard changes financial
accounting and reporting for acquired goodwill and indefinite life intangible
assets. Under SFAS No. 142, goodwill will be subject to at least an annual
assessment for impairment by applying a fair-value based test. The adoption will
result in no further amortization of goodwill. Amortization of goodwill during
the year ended September 30, 2002 was $93, or $0.02 per share (diluted). Other
than the cessation of goodwill amortization, the Company does not expect the
adoption of this standard to have an impact on the Company's financial position
or results of operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This standard addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement cost. The standard applies to legal obligations
associated with the retirement of long-lived assets that result from
acquisition, construction, development and/or the normal operation of a
long-lived asset, except for certain obligations of lessees. This standard
requires entities to record the fair value of a liability for an asset
retirement obligation in the period incurred. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. The Company will adopt this standard
in fiscal 2003. The Company does not expect the adoption of this standard to
have a material impact on the Company's financial position or results of
operations.
In September 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". This statement superceded SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets to be Disposed Of" and the
accounting and reporting provisions of Accounting Principals Board Opinion No.
30, "Reporting Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
events and Transactions", related to the disposal of a segment of a business.
This statement amends certain provisions of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements". SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001. The Company will adopt this standard in
fiscal 2003. The Company does not expect the adoption of this standard to have a
material impact on the Company's financial position or results of operation.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This standard addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit and Activity (including
Certain Costs Incurred in a Restructuring)" ("EITF No. 94-3"). SFAS No. 146
requires that a liability for costs associated with an exit or disposal activity
to be recognized when the liability is incurred. Under EITF No. 94-3, a
liability for exit costs as defined in EITF No. 94-3 is recognized at the date
of an entity's commitment to an exit plan. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated after December 31,
2002.
J. USE OF ESTIMATES
Accounting principles generally accepted in the United States require management
to make a number of estimates and assumptions relating to the reported amounts
of assets and liabilities and the disclosure of contingent liabilities, at the
date of the consolidated financial statements, and the reported amounts of
revenues and expenses during the period in preparing these financial statements.
Actual results could differ from those estimates.
K. CONCENTRATIONS OF CREDIT RISK
Receivables are presented net of allowance for doubtful accounts of $1,250 and
$1,422 at September 30, 2002 and 2001, respectively. Bad debt expense totaled
$481, $1,098 and $220 in fiscal 2002, 2001 and 2000, respectively.
Most of the Company's receivables represent trade receivables due from
manufacturers of turbine engines and aircraft components, airlines, and turbine
engine overhaul companies located throughout the world, including a significant
concentration of U.S. based companies. Approximately 35% of the Company's sales
in 2002 were to its 5 largest customers. The Company performs ongoing credit
evaluations of its customers' financial conditions. The Company believes its
allowance for doubtful accounts is sufficient based on the credit exposures
outstanding at September 30, 2002. However, certain customers have filed for
bankruptcy protection in the last several years and it is possible that
additional credit losses could be incurred if other customers seek bankruptcy
protection.
27
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
L. DERIVATIVE FINANCIAL INSTRUMENTS
The Company entered into an interest rate swap agreement and several foreign
exchange rate contracts as part of the management of its interest rate and
foreign currency exchange rate exposures. The Company has no financial
instruments held for trading purposes. All financial instruments are put into
place to hedge specific exposure. To qualify as a hedge, the item to be hedged
must expose the Company to interest rate or foreign currency exchange risk and
the hedging instrument must effectively reduce that risk. If the financial
instrument is designated as a cash flow hedge, the effective portions of changes
in the fair value of the financial instrument are recorded in accumulated other
comprehensive income (loss) in the shareholders' equity section of the
Consolidated Balance Sheets. Ineffective portions of changes in the fair value
of the financial instrument, to the extent they may exist, are recognized in the
Consolidated Statements of Operations.
The Company uses an interest rate swap agreement to reduce risks related to
variable-rate debt, which is subject to changes in the market rates of interest.
These are designated as cash flow hedges. During 2002, the Company held one
interest rate swap agreement with a notional amount of $6,900 at September 30,
2002. Cash flows related to the interest rate swap agreements are included in
interest expense. The Company's interest rate swap agreement and its
variable-rate term debt are based upon three-month LIBOR. During 2002, the
interest rate swap agreement qualified as a fully effective cash flow hedge
against the Company's variable-rate term note interest risk.
M. RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Research and
development expense was approximately $500, $400 and $400 for the years ended
September 30, 2002, 2001 and 2000, respectively.
N. RECLASSIFICATIONS
Certain amounts in prior years have been reclassified to conform to the 2002
Consolidated Financial Statement presentation.
2. INVENTORIES
Inventories consist of:
2002 2001
---- ----
Raw materials and supplies ......................... $ 3,411 $ 5,714
Work-in-process .................................... 3,525 5,905
Finished goods ..................................... 3,765 6,394
--------------------
Total inventories .............................. $ 10,701 $ 18,013
====================
If the FIFO method had been used for the entire Company, inventories would have
been $3,114 and $2,884 higher than reported at September 30, 2002 and 2001,
respectively.
3. ACCRUED LIABILITIES
Accrued liabilities consist of:
2002 2001
---- ----
Accrued employee compensation and benefits ......... $ 1,609 $ 2,076
Accrued workers' compensation ...................... 1,029 1,497
Accrued severance .................................. 752 --
Accrued income taxes ............................... 415 975
Accrued royalties .................................. 973 916
Accrued legal and professional ..................... 1,388 375
Unamortized portion of deferred grant revenue ...... 2,005 --
Other accrued liabilities .......................... 1,447 1,863
--------------------
Total accrued liabilities ...................... $ 9,618 $ 7,702
====================
28
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. GOVERNMENT GRANTS
The Company receives grants from certain government entities as an incentive to
invest in facilities, research and employees. Certain of these grants require
that the Company maintain operations for up to ten years in order to qualify for
the full value of the benefits received. These amounts are recorded as deferred
revenue when received. Capital grants are amortized into income over the
estimated useful lives of the related assets. Employment grants are amortized
into income over five years. Training, research, marketing and other grants are
recognized as income when received.
During 2002, the Company's workforce was impacted through attrition and staff
reductions such that employment levels were reduced to amounts that are expected
to remain, for the foreseeable future, below certain minimum levels as
stipulated in certain employment related grant agreements. In certain
circumstances, such employment level reductions may trigger an obligation for
repayment of certain employment related grants. Accordingly, the Company
recognized in 2002 a $770 provision to adjust the amount of the unamortized
portion of deferred grant revenue.
The unamortized portion of deferred grant revenue was $2,645 and $1,892 at
September 30, 2002 and 2001, respectively. As of September 30, 2002, $2,005 is
included in accrued liabilities, and $640 is included in other long-term
liabilities. As of September 30, 2001, $1,892 is included in other long-term
liabilities. The Company recognized net grant expense of $422 in 2002 and grant
revenue of $406 and $513 in 2001 and 2000, respectively, which is included in
other expense (income), net.
Prior to expiration, a grant may be repayable in certain circumstances,
principally upon the sale of related assets, or discontinuation or reduction of
operations. The contingent liability for such potential repayments was $4,902
and $4,794 at September 30, 2002 and 2001, respectively.
5. LONG TERM DEBT
Long-term debt consists of:
2002 2001
---- ----
Term note payable to bank .................................... $ 6,900 $ 8,100
Revolving credit agreement ................................... 2,398 4,972
Industrial development variable rate demand revenue bonds .... 3,235 3,465
--------------------
Total debt ............................................... 12,533 16,537
Less - current maturities .................................... 1,440 1,430
--------------------
Total long-term debt ..................................... $ 11,093 $ 15,107
====================
The term note is payable in quarterly installments of $300 through February 1,
2005 with the remaining balance of $3,900 due May 1, 2005. The term note has a
variable interest rate, which, after giving effect to an interest rate swap
agreement with the same bank, becomes an effective fixed rate of 7.74% and is
subject to adjustment based upon the level of certain financial ratios. The
effective interest rate at September 30, 2002 was 7.74%. The interest rate swap
agreement has a notional amount equal to the amount owed under the term note and
bears interest at a fixed rate of 5.99%.
The Company has a $10,000 revolving credit agreement with a bank, which expires
on March 31, 2004 and bears interest at the bank's base rate. The interest rate
was 4.75% at September 30, 2002. The average balance outstanding against the
revolving credit agreement was $2,241 and $3,779 during 2002 and 2001,
respectively. A commitment fee of 0.25% is incurred on the unused balance. At
September 30, 2002, the Company had $7,557 available against its $10,000
revolving credit agreement.
The Company has a 15-year industrial development bond outstanding, with an
original face amount of $4,100, which was used to expand the Turbine Component
Services and Repair Group's Tampa, Florida facility. The interest rate is reset
weekly, based on prevailing tax-exempt money market rates (1.9% at September 30,
2002). The industrial development bond requires annual principal payments
ranging from $240 in 2003 to $355 in 2013.
29
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
All of the Company's long-term debt is secured by substantially all of the
Company's domestic assets, a guarantee by its domestic subsidiaries and a pledge
of 65% of the Company's ownership interest in its non-U.S. subsidiaries.
Under its various credit agreements, the Company is subject to certain customary
covenants. These include, without limitation, covenants (as defined) that limit
the amount of annual capital expenditures, and require the maintenance of
certain specified financial ratios, including a minimum tangible net worth
level, a maximum liability to tangible net worth ratio, and an interest coverage
ratio.
On November 26, 2002 the Company entered into an agreement with its bank to
amend certain provisions of its credit agreements. The amendment waives (i) the
interest coverage ratio covenant for the periods ended September 30, 2002,
December 31, 2002 and March 31, 2003; (ii) the minimum tangible net worth
covenant for the period ended September 30, 2002. The amendment modifies certain
financial covenants and the interest rate-pricing grid. As a consequence, the
term note's borrowing rate increases to 8.24% effective November 26, 2002. Also,
as a result of this amendment the commitment fee on the unused balance of the
revolving credit agreement was increased to 0.37%. Taking into consideration the
effect of this waiver, the company was in compliance with all applicable
covenants at September 30, 2002.
6. INCOME TAXES
The components of income (loss) before income tax provision (benefit) are as
follows;
2002 2001 2000
---- ---- ----
U.S ............................................................ $ (8,369) $ 519 $ (1,192)
Non-U.S ........................................................ (5,079) 4,149 3,671
----------------------------------
Income (loss) before income tax provision (benefit) ... $ (13,448) $ 4,668 $ 2,479
==================================
The income tax provision (benefit) consists of the following:
2002 2001 2000
---- ---- ----
Current income tax provision (benefit):
U.S. federal .............................................. $ (114) $ (117) $ (564)
State and local ........................................... -- 36 (11)
Non-U.S ................................................... (477) 489 456
----------------------------------
Total current tax provision (benefit) ................. (591) 408 (119)
Deferred U.S. federal income tax provision ..................... 129 1,286 176
----------------------------------
Income tax provision (benefit) ........................ $ (462) $ 1,694 $ 57
==================================
The income tax provision (benefit) differs from amounts currently payable or
refundable due to certain items reported for financial statement purposes in
periods that differ from those in which they are reported for tax purposes.
30
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The income tax provision (benefit) in the accompanying Consolidated Statements
of Operations differs from the statutory rate as follows:
2002 2001 2000
---- ---- ----
Income (loss) before income tax provision (benefit) .................... $ (13,448) $ 4,668 $ 2,479
Less-U.S., state and local income tax provision (benefit) .............. -- 36 (11)
-------------------------------------
Income (loss) before federal income tax provision (benefit) ..... (13,448) 4,632 2,490
=====================================
Income tax provision (benefit) at U.S. federal statutory rate .......... (4,572) 1,575 847
Tax effect of:
U.S. losses for which no U.S. federal tax benefit has been
recognized ................................................... 2,598 -- --
Non-U.S. tax rate differential .................................... -- -- (792)
Non-US losses for which no-U.S. federal tax benefit has been
recognized ................................................... 1,251 -- --
Other ............................................................. 261 83 13
-------------------------------------
U.S. federal and non-U.S. income tax provision (benefit) ............... (462) 1,658 68
Add - U.S., state and local income tax provision (benefit) ............. -- 36 (11)
-------------------------------------
Income tax provision (benefit) .................................. $ (462) $ 1,694 $ 57
=====================================
Deferred tax assets and liabilities consist of the following:
2002 2001
---- ----
Deferred tax assets:
Net U.S. operating loss carryfowards .............. $ 1,903 $ --
Employee benefits ................................. 1,143 1,445
Investment valuation reserve ...................... 511 511
Inventory and property reserves ................... 473 536
Doubtful accounts ................................. 263 305
Foreign tax credits ............................... 161 161
Interest rate swap ................................ 190 156
Additional pension liability ...................... 171 --
---------------------
Total deferred tax assets ................... 4,815 3,114
Deferred tax liabilities:
Depreciation ...................................... 1,687 1,438
Unremitted foreign earnings ....................... 368 934
Personal property taxes ........................... 27 29
Other ............................................. 10 381
---------------------
Total deferred tax liabilities .............. 2,092 2,782
---------------------
Deferral tax assets net of liabilities ............... 2,723 332
Valuation allowance .................................. (2,723) (161)
---------------------
Net deferred tax assets ..................... $ -- $ 171
=====================
31
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
At September 30, 2002, the Company has a U.S. federal tax loss carryfoward of
$5,597. The U.S. federal tax loss carryforward expires in 2022.
At September 30, 2002, the Company recognized an additional $2,562 valuation
allowance against its U.S. net deferred tax assets, which were primarily
recorded during the first three quarters of fiscal 2002. In assessing the
Company's ability to realize its net deferred tax assets, management considers
whether it is more likely than not that some portion or all of its net deferred
tax assets may not be realized. Management considered the scheduled reversal of
deferred tax liabilities, projected future taxable income and tax planning
strategies in making this assessment. Future reversal of the valuation allowance
may be achieved either when the tax benefit is realized or when it has been
determined that it is more likely than not that the benefit will be realized
through future taxable income.
The Company considers the undistributed earnings, accumulated prior to October
1, 2000, of its non-U.S. subsidiaries to be indefinitely reinvested in
operations outside the U.S. Distribution of these non-U.S. subsidiary earnings
would be subject to U.S. income taxes. Cumulative undistributed earnings of
non-U.S. subsidiaries for which no U.S. federal deferred income tax liabilities
have been established were approximately $25,000 at September 30, 2002. During
2001, the Company provided $934 for U.S. income taxes on the undistributed
earnings of non-U.S. subsidiaries accumulated in fiscal 2001.
7. RETIREMENT BENEFIT PLANS
The Company and certain of its U.S. subsidiaries sponsor defined benefit pension
plans covering most of its employees. The Company's funding policy for U.S.
defined benefit pension plans is based on an actuarially determined cost method
allowable under Internal Revenue Service regulations. Non-U.S. plans are funded
in accordance with the requirements of regulatory bodies governing the plans.
Net pension expense for the Company-sponsored defined benefit plans for 2002,
2001 and 2000 consists of the following:
2002 2001 2000
---- ---- ----
Service cost ........................................... $ 899 $ 813 $ 886
Interest cost .......................................... 1,255 1,180 1,153
Expected return on plan assets ......................... (1,445) (1,483) (1,317)
Amortization of transition obligation (asset) .......... (11) (11) 12
Amortization of prior service cost ..................... 42 42 42
Amortization of net gain ............................... (104) (262) (132)
--------------------------------
Net pension expense for defined benefit plans ..... $ 636 $ 279 $ 644
================================
32
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The status of all significant U.S. and non-U.S. defined benefit plans is as
follows:
2002 2001
---- ----
Benefit Obligations:
Benefit obligation at beginning of year ...................... $ 17,327 $ 14,596
Service cost ................................................. 899 813
Interest cost ................................................ 1,257 1,180
Participant contributions .................................... 193 180
Amendments ................................................... 898 --
Actuarial loss (gain) ........................................ 1,071 1,997
Benefits paid ................................................ (1,890) (1,581)
Currency translation adjustment .............................. 369 142
-----------------------
Benefit obligation at end of year ....................... $ 20,124 $ 17,327
=======================
2002 2001
---- ----
Plan Assets:
Plan assets at beginning of year ............................. $ 16,571 $ 18,144
Actual return (loss) on plan assets .......................... (823) (915)
Employer contributions ....................................... 743 592
Participant contributions .................................... 193 180
Benefits paid ................................................ (1,890) (1,581)
Currency translation adjustment .............................. 305 151
-----------------------
Plan assets at end of year .............................. $ 15,099 $ 16,571
=======================
PLANS IN WHICH PLANS IN WHICH
ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS EXCEED
BENEFITS ASSETS
-------- ------
2002 2001 2002 2001
---- ---- ---- ----
RECONCILIATION OF FUNDED STATUS:
Plan assets in excess of (less than) projected benefit obligations .... $ 1,391 $ 2,454 $(6,416) $(3,210)
Unrecognized net (gain) loss .......................................... (1,176) (1,939) 3,150 503
Unrecognized prior service cost ....................................... 896 326 343 57
Unrecognized transition asset ......................................... -- -- (38) (49)
Currency translation adjustment ....................................... -- -- 76 10
-----------------------------------------
Net amount recognized in the Consolidated Balance Sheets .......... $ 1,111 $ 841 $(2,885) $(2,689)
=========================================
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS ARE:
Other assets .......................................................... $ -- $ -- $ 731 $ 387
Other long-term liabilities ........................................... 1,111 841 (4,120) (3,076)
Accumulated other comprehensive loss .................................. -- -- 504 --
-----------------------------------------
Net amount recognized in the Consolidated Balance Sheets .......... $ 1,111 $ 841 $(2,885) $(2,689)
=========================================
33
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Assumptions used for defined benefit plans consist of:
2002 2001 2000
---- ---- ----
Discount rate for liabilities ........... 6.6% 7.1% 7.8%
Expected return on assets ............... 8.4% 8.4% 8.6%
Rate of compensation increase ........... 3.9% 4.0% 4.0%
The Company also contributes to a U.S. multi-employer retirement plan for
certain union employees. The Company's contributions to the plan in 2002, 2001
and 2000 were $55, $47 and $46, respectively.
All non-union employees of the Company and its U.S. subsidiaries are eligible to
participate in the Company's defined contribution plan. The Company's matching
contribution expense for 2002, 2001 and 2000 was $79, $77 and $85, respectively.
The Company's Irish subsidiary sponsors, for all of its employees, a
tax-advantage profit sharing program. Company discretionary contributions and
employee elective contributions are invested in Common Shares of the Company
without being subject to personal income taxes if held for at least three years.
Employees have the option of taking a taxable cash distribution. There was no
contribution expense in 2002, 2001 and 2000.
The Company's Irish subsidiary also sponsors, for certain of its employees hired
after October 1, 2000, a defined contribution plan. The Company contributes
annually 5.5% of eligible employee compensation, as defined. Total contribution
expense in 2002 and 2001 was $23 and $10, respectively.
8. STOCK-BASED COMPENSATION
The Company awards stock options under its shareholder approved 1998 Long-term
Incentive Plan. The aggregate number of stock options that may be granted in any
fiscal year is limited to 1.5% of the total outstanding Common Shares of the
Company at September 30, 1998, up to a cumulative maximum of 5% of such total
outstanding shares, subject to adjustment for forfeitures. At September 30,
2002, there are an additional 48,519 options available for award under the 1998
Long-term Incentive Plan. At September 30, 2002, the Company also had options
outstanding that were awarded under two previous plans, which authority to award
additional options has expired. Option exercise price is not less than fair
market value on date of grant and options are exercisable no later than ten
years from date of grant. Options issued under all plans generally vest at a
rate of 25% per year.
Option activity during the last three years is as follows:
2002 2001 2000
---- ---- ----
Options at beginning of year ......................... 344,000 276,000 205,000
Weighted average exercise price ................... $ 7.36 $ 8.03 $ 8.28
Options granted during the year ...................... 77,500 77,000 76,000
Weighted average exercise price ................... $ 5.50 $ 4.75 $ 7.08
Options exercised during the year .................... -- -- (5,000)
Weighted average exercise price ................... $ -- $ -- $ 3.75
Options canceled during the year ..................... (31,500) (9,000) --
Weighted average exercise price ................... $ 10.85 $ 5.70 $ --
Options at end of year ............................... 390,000 344,000 276,000
Weighted average exercise price ................... $ 6.71 $ 7.36 $ 8.03
Options exercisable at end of year ................... 210,250 174,000 138,750
Weighted average exercise price ................... $ 7.02 $ 7.16 $ 6.14
34
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table provides additional information regarding options
outstanding as of September 30, 2002:
OPTIONS OPTIONS OPTIONS REMAINING LIFE OF
EXERCISE PRICE OUTSTANDING EXERCISABLE OPTIONS (YEARS)
- -------------- ----------- ----------- ---------------
$ 3.75 5,000 5,000 0.1
$ 4.25 100,000 100,000 3.1
$ 4.69 59,000 14,750 8.1
$ 5.16 10,000 2,500 3.1
$ 5.50 77,500 -- 9.6
$ 6.81 5,000 2,500 7.4
$ 6.94 42,500 21,250 7.1
$ 7.63 16,000 8,000 2.1
$12.88 75,000 56,250 6.1
-----------------------------------
Total 390,000 210,250
===================================
The Company employs the disclosure-only provisions of Statement of Financial
Accounting Standards No.123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"). Pro forma information regarding net income and earnings per share is
required by this standard. This information is required to be determined as if
the Company had accounted for its stock options granted subsequent to September
30, 1995 under the fair value method of that standard.
The fair value of options granted for fiscal years ending September 30, 2002,
2001 and 2000, reported below, has been estimated at the date of grant using a
Black-Scholes options pricing model with the following weighted average
assumptions:
2002 2001 2000
---- ---- ----
Risk-free interest rate ........... 3.35% 6.08% 6.13%
Dividend yield .................... 0.00% 0.00% 0.00%
Volatility factor ................. 43.89% 38.47% 39.44%
Expected life of stock options .... 7.0 YEARS 8.4 years 7.1 years
Based upon the preceding assumptions, the weighted average fair value of stock
options granted during fiscal years 2002, 2001 and 2000 was $2.77, $2.63, and
$3.55 per share, respectively.
The following pro forma information regarding net income and earnings per share
was determined as if the Company had accounted for its stock options under the
fair value method prescribed by SFAS No. 123. For purposes of pro forma
disclosure, the estimated fair value of the stock options is amortized over the
options' vesting period. The pro forma information is as follows:
2002 2001 2000
---- ---- ----
Pro forma net income (loss) ................. $ (13,157) $ 2,821 $ 2,223
Pro forma net income (loss) per share:
Basic ................................. $ (2.52) $ 0.55 $ 0.43
Diluted ............................... $ (2.52) $ 0.55 $ 0.43
35
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Under the Company's restricted stock program, Common Shares of the Company may
be granted at no cost to certain officers and key employees. These shares vest
over either a four or five-year period, with either 25% or 20% vesting each
year, respectively. Under the terms of the program, participants will not be
entitled to dividends nor voting rights until the shares have vested. Upon
issuance of Common Shares under the program, unearned compensation equivalent to
the market value at the date of award is charged to shareholders' equity and
subsequently amortized to expense over the vesting periods. In fiscal 2002 and
2001, the Company awarded 50,000 four-year vesting and 100,000 five-year vesting
restricted Common Shares, respectively. Compensation expense related to the
amortization of unearned compensation was $100 and $0 in 2002 and 2001,
respectively.
9. SUMMARIZED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
2002 QUARTER ENDED
------------------
DEC. 31 MARCH 31 JUNE 30 SEPT. 30
------- -------- ------- --------
Net sales .................... $ 20,338 $ 20,747 $ 20,167 $ 18,781
Cost of goods sold ........... 21,071 18,410 17,489 19,361
Net loss ..................... (3,690) (1,333) (451) (7,512)
Net loss per share:
Basic ...................... $ (0.71) $ (0.26) $ (0.09) $ (1.44)
Diluted .................... $ (0.71) $ (0.26) $ (0.09) $ (1.44)
2001 QUARTER ENDED
------------------
DEC. 31 MARCH 31 JUNE 30 SEPT. 30
------- -------- ------- --------
Net sales .................... $ 25,185 $ 27,726 $ 27,676 $ 25,046
Cost of goods sold ........... 20,854 23,073 22,170 20,664
Net income ................... 302 995 1,509 168
Net income per share:
Basic ...................... $ 0.06 $ 0.19 $ 0.29 $ 0.03
Diluted .................... $ 0.06 $ 0.19 $ 0.29 $ 0.03
10. CONTINGENCIES
The Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. The Company cannot reasonably estimate future
costs, if any, related to these matters. Although it is possible that the
Company's future operating results could be affected by the future cost of
litigation, it is management's belief at this time that such costs will not have
a material adverse effect on the Company's consolidated financial position or
results of operations.
11. FOREIGN CURRENCY MANAGEMENT
The U.S. dollar is the functional currency for all the Company's U.S.
operations. Effective October 1, 2001, the Company changed the functional
currency of its Irish subsidiary from the local currency to the U.S. dollar. The
functional currency was changed because a substantial majority of the
subsidiary's transactions are now denominated in U.S. dollars. For the U.S. and
Ireland operations, all gains and losses from completed currency transactions
are included in income currently. For the Company's other non-U.S. subsidiaries,
the functional currency is the local currency. 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.
Foreign currency translation adjustments are reported as a component of
accumulated other comprehensive income (loss) in the Consolidated Statements of
Shareholders' Equity.
36
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Historically, the Company has been able to mitigate the impact of foreign
currency risk by means of hedging such risk through the use of foreign currency
exchange contracts, which typically expire within one year. However, such risk
is mitigated only for the periods for which the Company has foreign currency
exchange contracts in effect, and only to the extent of the U.S. dollar amounts
of such contracts. At September 30, 2002, the Company has several forward
exchange contracts outstanding for duration's of up to nine months to purchase
Euros aggregating U.S. $10,850.
12. ASSET IMPAIRMENT AND OTHER CHARGES
During fiscal 2002, the Company's Repair Group performed evaluations of its
existing operations in light of the current and anticipated impacts on its
business of the September 11, 2001 terrorist attacks on the United States. The
principal result of these evaluation processes was the decision to optimize the
Repair Group's multiple operations by reducing certain of its capacity for the
repairing of components related to older generation jet engines, principally
JT8D. Consequently, the Repair Group recognized asset impairment charges of
$4,088 and $1,072, during the first and fourth quarters of fiscal 2002,
respectively. These charges include a goodwill write-off of $733 in the first
quarter of fiscal 2002 and inventory write-downs of $2,708 and $551, along with
equipment write-downs of $647 and $521, in the first and fourth quarters of
fiscal 2002, respectively.
As a direct consequence of the September 11, 2001 terrorist attacks on the
United States, the demand for JT8D jet engine repair services experienced an
accelerated and substantial decline during the first quarter of fiscal 2002.
This decline in demand continued during the balance of fiscal 2002. Because of
the foregoing and as a result of the Repair Group's decision to reduce certain
of its capacity for the repair of components, the recoverability of the carrying
value of certain assets was adversely affected. Consequently, the inventory
write-down, recorded in cost of goods sold in the Consolidated Statements of
Operations, in the first and fourth quarters of fiscal 2002 was determined to be
appropriate. The write-off of goodwill was based on an analysis of projected
undiscounted cash flows, which were no longer deemed adequate to support the
value of goodwill associated with the Repair Group. The equipment write-downs
relate to items that have been or are expected to be disposed, or will
experience reduced utilization as a consequence of the Repair Group's decision
to reduce certain of its capacity for the repair of components. The realization
of these assets was determined based on estimated net realizable value. Both the
goodwill write-off and the equipment write-downs were recorded in selling,
general and administrative expenses in the Consolidated Statements of
Operations.
In addition, during fiscal 2002, the Repair Group incurred charges related to
severance and other employee benefits to be paid to approximately 76 personnel
associated with the reduction of certain of its capacity for the repairing of
components. Such charges were $33, $154 and $752 and were recorded in selling,
general and administrative expenses in the Consolidated Statements of Operations
in the first, second and fourth quarters of fiscal 2002, respectively. As of
September 30, 2002, $187 of payments has been made for these expenses and all
but approximately 12 personnel have been terminated.
13. BUSINESS SEGMENTS
The Company identifies reportable segments based upon distinct products
manufactured and services performed. The Turbine Component Services and Repair
Group ("Repair Group") consists primarily of the repair and remanufacture of jet
engine (aerospace) and heavy industrial turbine engine components. The Repair
Group is also involved in precision component machining for aerospace
applications. The Aerospace Component Manufacturing Group ("ACM Group") consists
of the production, heat treatment and some machining of forgings in various
alloys utilizing a variety of processes for application in the aerospace
industry. The Metal Finishing Group is a provider of specialized selective
electrochemical finishing processes for anodizing and electropolishing, which
are used to apply metal coatings to a selective area of a component. The
Company's reportable segments are separately managed.
One customer of all three of the Company's segments accounted for 13% and 18% of
the Company's consolidated net sales in 2002 and 2001, respectively. In 2000,
two customers accounted for 17% and 12%, respectively, of the Company's
consolidated net sales. The Repair and ACM Groups supplied the customer that
accounted for 17% of such sales, while the Company's Repair Group supplied the
customer that accounted for 12% of such sales.
Geographic net sales are based on location of customer. The U.S. is the single
largest country for unaffiliated customer sales, accounting for 70% of
consolidated net sales in fiscal 2002. No other single country represents
greater than 10% of consolidated net sales. Net sales to unaffiliated customers
located in various European countries in fiscal 2002 accounted for 21.9% of
consolidated net sales.
37
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Corporate unallocated expenses represent expenses that are not of a business
segment operating nature and, therefore, are not allocated to the business
segments for reporting purposes. Corporate identifiable assets consist primarily
of cash and cash equivalents.
The following table summarizes certain information regarding segments of the
Company's operations for the year ended September 30, 2002, 2001 and 2000.
2002 2001 2000
---- ---- ----
Net sales:
Turbine Component Services and Repair Group ...................... $ 36,539 $ 54,406 $ 61,658
Aerospace Component Manufacturing Group .......................... 33,164 40,891 34,958
Metal Finishing Group ............................................ 10,330 10,336 9,522
-----------------------------------
Consolidated net sales ....................................... $ 80,033 $ 105,633 $ 106,138
===================================
Operating income (loss):
Turbine Component Services and Repair Group ...................... $ (11,514) $ 2,609 $ 2,355
Aerospace Component Manufacturing Group .......................... (287) 3,476 1,491
Metal Finishing Group ............................................ 1,495 1,724 1,070
Corporate unallocated expenses ................................... (1,944) (1,897) (1,867)
-----------------------------------
Consolidated operating income (loss) ......................... (12,250) 5,912 3,049
Interest expense, net .............................................. 580 659 823
Foreign currency exchange loss (gain), net ......................... (34) 568 (207)
Other expense (income), net ........................................ 652 17 (46)
-----------------------------------
Consolidated income (loss) before income tax provision
(benefit) .................................................. $ (13,448) $ 4,668 $ 2,479
===================================
Depreciation and amortization expense:
Turbine Component Services and Repair Group ...................... $ 3,626 $ 3,242 $ 3,461
Aerospace Component Manufacturing Group .......................... 680 679 689
Metal Finishing Group ............................................ 400 447 482
-----------------------------------
Consolidated depreciation and amortization expense ........... $ 4,706 $ 4,368 $ 4,632
===================================
Capital Expenditures:
Turbine Component Services and Repair Group ...................... $ 4,598 $ 3,325 $ 4,121
Aerospace Component Manufacturing Group .......................... 396 705 472
Metal Finishing Group ............................................ 49 52 59
-----------------------------------
Consolidated capital expenditures ............................ $ 5,043 $ 4,082 $ 4,652
===================================
Identifiable assets:
Turbine Component Services and Repair Group ...................... $ 36,339 $ 41,641 $ 47,367
Aerospace Component Manufacturing Group .......................... 15,647 21,360 18,408
Metal Finishing Group ............................................ 7,735 8,047 8,247
Corporate ........................................................ 7,618 15,548 6,478
-----------------------------------
Consolidated total assets .................................... $ 67,339 $ 86,596 $ 80,500
===================================
Non-U.S. operations (primarily the Company's Ireland operations):
Net sales ........................................................ $ 23,872 $ 38,224 $ 46,402
Operating income (loss) .......................................... (4,842) 3,964 2,824
Identifiable assets (excluding cash) ............................. 23,239 23,579 29,768
38
SCHEDULE II
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS - ALLOWANCE FOR DOUBTFUL ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
(AMOUNTS IN THOUSANDS)
2002 2001 2000
---- ---- ----
Balance beginning of period ................................. $ 1,422 $ 765 $ 722
Additions-charged to costs and expenses ..................... 481 1,098 220
Addition - reallocation of Corporate Reserves ............... -- 433 --
Deductions-accounts determined to be uncollectible .......... (654) (930) (140)
Recoveries of fully reserved accounts ....................... 2 32 23
Exchange rate changes and other ............................. (1) 24 (60)
----------------------------------
Balance end of period ....................................... $ 1,250 $ 1,422 $ 765
==================================
39
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On June 25, 2002, the Board of Directors of SIFCO Industries, Inc. adopted the
recommendation of its Audit Committee that Arthur Andersen LLP be dismissed as
the Company's auditors and that Grant Thornton LLP be engaged to serve as the
Company's independent public accountants. Please see the Company's Current
Report on Form 8-K dated June 27, 2002 filed with the Securities and Exchange
Commission.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE REGISTRANT
The Company incorporates herein by reference the information appearing under the
captions "Proposal to Elect Six Directors" and "Stock Ownership of Officers,
Directors and Nominees" and "Organization and Compensation of the Board of
Directors" of the Company's definitive Proxy Statement to be filed with the
Securities and Exchange Commission on or about December 13, 2002.
The Directors of the Company are elected annually to serve for one-year terms or
until their successors are elected and qualified. Information concerning
executive officers of the Company is contained in Part I of this report under
the caption "Executive Officers of the Registrant".
ITEM 11. EXECUTIVE COMPENSATION
The Company incorporates herein by reference the information appearing under the
captions "Executive Compensation", "Report of the Compensation Committee" and
"Performance Graph" of the Company's definitive Proxy Statement to be filed with
the Securities and Exchange Commission on or about December 13, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
NUMBER OF
SECURITIES
NUMBER OF REMAINING
SECURITIES TO WEIGHTED AVAILABLE FOR
BE ISSUED UPON AVERAGE FUTURE ISSUANCE
EXERCISE OF EXERCISE PRICE UNDER EQUITY
OUTSTANDING OF OUTSTANDING COMPENSATION
PLAN CATEGORY OPTIONS OPTIONS PLANS
------------- ------- ------- -----
Equity compensation plans approved by security holders:
1998 Long-term Incentive Plan .............................. 210,000 $ 12.45 48,519(1)
1995 Stock Option Plan ..................................... 175,000 6.98 --
1989 Key Employee Stock Option Plan ........................ 5,000 3.75 --
Equity compensation plans not approved by security holders (2) ... -- -- --
------------------------------------------------------
Total 390,000 $ 6.71 48,519
======================================================
(1) Under the 1998 Long-term Incentive Plan the aggregate number of stock
options that may be granted in any fiscal year is limited to 1.5% of the total
outstanding Common Shares of the Company at September 30, 1998, up to a
cumulative maximum of 5% of such total outstanding shares, subject to adjustment
for forfeitures.
(2) Under the Company's restricted stock program, Common Shares may be granted
at no cost to certain officers and key employees. These shares vest over either
a four or five-year period, with either 25% or 20% vesting each year,
respectively. Under the terms of the program, participants will not be entitled
to dividends nor voting rights until the shares have vested. In fiscal 2002 and
2001, the Company awarded 50,000 four-year vesting and 100,000 five-year vesting
restricted Common Shares, respectively.
40
For additional information concerning the Company's equity compensation plans,
refer to the discussion in Note 8 to the Consolidated Financial Statements.
The Company incorporates herein by reference the information appearing under the
caption "Outstanding Shares and Voting Rights" of the Company's definitive Proxy
Statement to be filed with the Securities and Exchange Commission on or about
December 13, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days of the filing of this report, an evaluation was performed by the
Company's Chief Executive Officer and the Chief Financial Officer of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of September 30, 2002. No significant changes in
the Company's internal controls or in other factors have occurred that could
significantly affect controls subsequent to September 30, 2002.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1)FINANCIAL STATEMENTS:
The following Consolidated Financial Statements; Notes to the
Consolidated Financial Statements and the Reports of Independent
Certified Public Accountants are included in Item 8.
Report of Independent Certified Public Accountants
Report of Independent Certified Public Accountants on the Financial
Statement Schedule
Copy of Report of Independent Public Accountants (who have ceased
operations)
Copy of Report of Independent Public Accountants (who have ceased
operations) on the Financial Statement Schedule
Consolidated Statements of Operations for the Years Ended
September 30, 2002, 2001 and 2000
Consolidated Balance Sheets - September 30, 2002 and 2001
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2002, 2001 and 2000
Consolidated Statements of Shareholders' Equity for the Years Ended
September 30, 2002, 2001 and 2000
Notes to Consolidated Financial Statements - September 30, 2002,
2001 and 2000
(a)(2)FINANCIAL STATEMENT SCHEDULES:
The following financial statement schedule is included in Item 8:
Schedule II - Valuation and Qualifying Accounts - Allowance for
Doubtful Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related regulations, are inapplicable, or the
information has been included in the Notes to the Consolidated
Financial Statements.
41
(a)(3) EXHIBITS:
The following exhibits are filed with this report or are incorporated
herby 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.)
Exhibit Description
------- -----------
No.
---
3.1 Third Amended Articles of Incorporation of SIFCO
Industries, Inc., filed as Exhibit 3(a) of the Company's
Form 10-Q dated March 31, 2002, and incorporated herein by
reference
3.2 SIFCO Industries, Inc. Amended and Restated Code of
Regulations dated January 29, 2002, filed as Exhibit 3(b)
of the Company's Form 10-Q dated March 31, 2002, and
incorporated herein by reference
4.1 Amended and Restated Reimbursement Agreement dated April
30, 2002 Between SIFCO Industries, Inc. and National City
Bank, filed as Exhibit 4(a) of the Company's Form 10-Q
dated March 31, 2002, and incorporated herein by reference
4.2 Amended and Restated Credit Agreement Between SIFCO
Industries, Inc. and National City Bank dated April 30,
2002, filed as Exhibit 4(b) of the Company's Form 10-Q
dated March 31, 2002, and incorporated herein by reference
4.3 Promissory Note (Term Note) dated April 14, 1998 Between
SIFCO Industries, Inc. and National City Bank, filed as
Exhibit 4(c) of the Company's Form 10-Q dated March 31,
2002, and incorporated herein by reference
4.4 Loan Agreement Between Hillsborough County Industrial
Development Authority and SIFCO Industries, Inc., dated as
of May 1, 1998, filed as Exhibit 4(d) of the Company's Form
10-Q dated March 31, 2002, and incorporated herein by
reference
*4.5 Consolidated Amendment No. 1 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement and
Promissory Note dated November 26, 2002 between SIFCO
Industries, Inc. and National City Bank
*9.1 Voting Trust Extension Agreement dated January 14, 2002
*9.2 Voting Trust Agreement dated January 15, 1997
10.1 1989 Key Employee Stock Option Plan, filed as Exhibit B of
the Company's Form S-8 dated January 9, 1990 and
incorporated herein by reference
10.2 Deferred Compensation Program for Directors and Executive
Officers (as amended and restated April 26, 1984), filed as
Exhibit 10(b) of the Company's Form 10-Q dated March 31,
2002, and incorporated herein by reference
10.3 SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed
as Appendix A of the Company's Schedule 14A dated December
21, 1998, and incorporated herein by reference
10.4 SIFCO Industries, Inc. 1995 Stock Option Plan, filed as
Exhibit 10(d) of the Company's Form 10-Q dated March 31,
2002, and incorporated herein by reference
10.5 Change in Control Severance Agreement between the Company
and Frank Cappello, dated September 28, 2000, filed as
Exhibit 10(g) of the Company's Form 10-Q dated December 31,
2000 and incorporated herein by reference
10.6 Change in Control Severance Agreement between the Company
and Hudson Smith, dated September 28, 2000, filed as
Exhibit 10 (h) of the Company's Form 10-Q dated December
31, 2000 and incorporated herein by reference
42
10.7 Change in Control Severance Agreement between the Company
and Remigijus Belzinskas, dated September 28, 2000, filed
as Exhibit 10 (i) of the Company's Form 10-Q dated December
31, 2000 and incorporated herein by reference
10.8 Change in Control Agreement between the Company and Frank
Cappello, dated November 9, 2000, filed as Exhibit 10 (j)
of the Company's Form 10-Q dated December 31, 2000 and
incorporated herein by reference
*10.9 Change in Control Severance Agreement between the Company
and Timothy V. Crean, dated July 30, 2002
*10.10 Change in Control Severance Agreement between the Company
and Jeffrey P. Gotschall, dated July 30, 2002
*10.11 Form of Restricted Stock Agreement
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated June 27, 2002, filed as Exhibit
16 of the Company's Form 8-K dated June 27, 2002 and
incorporated by reference
*21.1 Subsidiaries of the Company
*23.1 Consent of Grant Thornton LLP
*99.1 Certification of Chief Financial Officer pursuant to
Section 906 of Sarbanes-Oxley Act of 2002
*99.2 Certification of Chief Executive Officer pursuant to
Section 906 of Sarbanes-Oxley Act of 2002
(a)(4) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the last quarter of the
fiscal year ended September 30, 2002.
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SIFCO Industries, Inc. and Subsidiaries
By: /s/ Frank A. Cappello
-------------------------
Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: December 13, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report has been signed below on December 13, 2002 by the following persons on
behalf of the Registrant in the capacities indicated.
/s/ Jeffrey P. Gotschall /s/ Alayne L. Reitman
-------------------------- ---------------------------
Jeffrey P. Gotschall Alayne L. Reitman
Chairman of the Board and Director
Chief Executive Officer
/s/ Hudson D. Smith /s/ J. Douglas Whelan
-------------------------- ---------------------------
Hudson D. Smith J. Douglas Whelan
Treasurer, Director and Director
President of Aerospace Component
Manufacturing Group
/s/ Michael S. Lipscomb /s/ Remigijus H. Belzinskas
-------------------------- ---------------------------
Michael S. Lipscomb Remigijus H. Belzinskas
Director Corporate Controller
(Principal Accounting Officer)
/s/ P. Charles Miller, Jr.
--------------------------
P. Charles Miller
Director
44
CERTIFICATIONS
I, Jeffrey P. Gotschall, certify that:
1. I have read this annual report on Form 10-K of SIFCO Industries, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions);
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: December 13, 2002 /s/ Jeffrey P. Gotschall
------------------------
Jeffrey P. Gotschall
Chairman of the Board and
Chief Executive Officer
45
CERTIFICATIONS
I, Frank A. Cappello, certify that:
1. I have read this annual report on Form 10-K of SIFCO Industries, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions);
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: December 13, 2002 /s/ Frank A. Cappello
---------------------
Frank A. Cappello
Vice President - Finance and
Chief Financial Officer
46